Terms of Service

Updated July 24, 2026

1. Acceptance of Terms

Plainspeak: You agree to accept these Terms. If we update them, you'll have the option to accept again.

These Terms of Service (this “Agreement”) between Punctual Design LLC (“we”, “us” or “Punctual”) and you govern your access and use of our web platforms www.punctualdesign.com and www.portal.punctualdesign.com (this “Site”), and the subscription services we provide (the “Services”). You agree to provide assent, either by clicking a button or other website element that clearly indicates your acceptance of these terms. By agreeing to these terms and accessing our Services in any manner, you acknowledge you have read, understood, and agree to be bound by this Agreement. By agreeing to these terms, you also bind any individuals added to your account by you, to agreement of these terms. Declining acceptance of this Agreement voids your use of all Services provided by Punctual Design LLC. 

We may update this Agreement from time to time. Notice of updates will be sent using contact information provided by you to us. Changes to the Agreement apply to you effective after you have provided assent, either by clicking a button or other website element that clearly indicates your acceptance of the revised terms. By continuing to use this Site and the Services after an update, you accept the update in its entirety. 

This Site is controlled and operated by Punctual from our offices within the United States. We make no representation that materials in the Site are appropriate or available for use in other locations. Access to them from territories where its contents are illegal is prohibited. Those who choose to access this site from locations outside the United States are responsible for compliance with all applicable laws.

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2. Privacy Policy

Our privacy policy, found at punctualdesign.com/privacy (the “Privacy Policy”), describes how we may use your personal information. By continuing to use this Site, you accept the Privacy Policy, which is incorporated herein by reference. If you object to your personal information being used as described in the Privacy Policy, please leave this Site immediately. 

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3. Services 

Plainspeak: When you pay for our services, we must provide them to you (during our work hours). But we can terminate your services, without refund, if you violate any part of this Agreement.

3.1 Availability

Subject to your compliance with this Agreement, as well as your subscription for an applicable plan, and our timely receipt of your associated payment(s), we will make our applicable Services available to you, during the term to which you have subscribed. We will use commercially reasonable efforts to make the Services available subject to stated operating hours, planned downtime and any unscheduled emergency maintenance. We may modify, replace, or discontinue the Services at any time, for any reason, without notice to you.

3.2 Appropriate Use

(a) You may only access and use the Services in accordance with the terms of this Agreement. You agree to: (i) provide accurate, current and complete information about you as may be prompted by any form on this Site (“Registration Data”); (ii) maintain and promptly update the Registration Data, to keep it accurate, current and complete; (iii) maintain the security of any password and identification information; (iv) notify us immediately of any unauthorized use of your account; (v) accept sole responsibility for any and all activities that occur on your account. Each person who uses any Services must have a separate username and password. You must provide a valid email address for each person that you authorize to use your account. You agree to provide any other information that we reasonably request.

(b) Subject to your continued compliance with this Agreement, including timely payment of associated amounts due, we grant you a limited, revocable, non-exclusive, non-sublicensable, non-transferable license to access and use the Services for your internal business purposes. 

You may not access or use the Services in order to monitor its availability, performance, or functionality for competitive purposes. You may not, and may not permit any third party to: (a) reverse engineer (except to the extent specifically permitted by statutory law), decompile, disassemble or otherwise attempt to discover source code, object code or underlying structures, ideas or algorithms of the Services, (b) modify, translate or create derivative works based on the Services, (c) use the Services for any purpose other than its own internal purposes; or (d) use the Services other than in accordance with the Agreement and in compliance with all applicable laws and regulations (including but not limited to any applicable privacy and intellectual property laws).

(c) We may terminate your account and access to all Services, without prior notice or liability to you, if we find, in our sole and exclusive discretion, that you: (i) have violated this Agreement; (ii) are not in alignment with our model; (iii) are sharing usernames or passwords; (iv) violate our core values; or (v) are abusing our services or team in any way, including using our services for illegal purpose.

(d) “Project” means any formally submitted request for Services, placed through the Punctual Design Platform.

(e) “Deliverable” means content that we develop and provide specifically for you based on your Project requests. Deliverables do not include Licensed Content, which is subject to certain license restrictions.

(f)  “Licensed Content” means stock or otherwise pre-existing content elements that we own or license from a third party, including artwork, illustrations, stock photographs, stock illustrations, audio, typefaces, typography, fonts, video, designs, and writings. While you are, and will be, the sole and exclusive owner of all right, title, and interest in and to the Deliverables, the Licensed Content incorporated in the Deliverables is subject to the license described in Section 5 below. No rights are granted to you to any Licensed Content other than as expressly set forth herein.

(g)  You grant us a perpetual, irrevocable, worldwide, nonexclusive, transferable, sublicensable right and license to commercially exploit in any manner any feedback, suggestions or recommendations that you provide to us.

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4. Use of the Services

Plainspeak: You agree to our Deliverable review, approval and turnaround process. We're not responsible for errors that don't get caught in review before approval. You own all rights to the work we produce. We can terminate your account if used to promote violence or discriminate. We don't use generative AI image content.

4.1 Access 

You are responsible for obtaining and maintaining all telecommunications, broadband, computer equipment and services required to access and use the Services and for payment of all charges related thereto.

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4.2 Project Requests & Deliverable Types

All requests for Projects shall be made in writing, and solely by use of our Project Request Form, provided through our Site. For any active subscription, you may use our Services to submit unlimited Project requests for a single Deliverable, or a variety of related Deliverables.

Single Deliverable examples include a brochure, a single ad creative, a social media post, or landing page design. Related Deliverables include a combination of Deliverables serving the same Project intent. Examples include a fundraising campaign requiring branding, landing page, and social media support.

While we accept unlimited Project requests and unlimited revisions to Project Deliverables, use of the Services constitutes your agreement to a one-Project-at-a-time production cycle. After a Project and it’s Deliverables are formally marked approved by you, work on a subsequent Project request can begin.

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4.3 Service/Project Velocity 

The velocity of your subscription’s output is not guaranteed. On average, you can expect a first draft of a Project Deliverable to be delivered within 2-3 business days from receipt of a Project request. Velocity depends on factors including, but not limited to: (i) the complexity of the Project request, (ii) the number of included Deliverables, (iii) your internal review, revision and approval process, and (iv) the volume of Site-wide requests. In general: 24–48 hours for standard assets (social graphics, flyer updates, banner ads, single-page flyers); with structured timelines required for more complex requests.

While we accommodate requested priority and indicated deadlines, we suggest you do not use our Services for highly time-sensitive Projects (e.g. day or half-day turnaround).

To increase the velocity of your subscription, streamline your internal review processes: consolidate Deliverable feedback from your stakeholders, and make efficient use of our Platform’s proofing, messaging and approval functionality. 

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4.4 Revisions, Change Requests & Content Accuracy 

Every attempt is made to capture the intent and content accuracy of your Project's Deliverable(s).

Content provided by you (“Client Content“) will be considered approved for use as-is unless otherwise indicated. When we deliver a draft Deliverable, you are solely responsible for the accuracy, completeness, spelling, grammar, legal compliance, and rights clearance of all text, images, logos, data, and other materials provided by you.

You agree to review Deliverable drafts and notify Punctual in writing of errors, omissions, or requested changes before approving a Deliverable. All revision requests shall be made in writing utilizing the communication channels provided through our Site. You may request unlimited changes on any currently active Project. You may choose to continue revisions on a previously approved Project, understanding any current Project will be paused. A Deliverable is considered approved after indicating so using the Site's approval functionality.

Punctual remains responsible for errors introduced solely by Punctual that were not present in Client Content and were not contained in or reasonably discoverable from the Deliverable approved by Client.

Punctual provides design services and Deliverables only. Unless expressly agreed in writing, Punctual is not responsible for printing, manufacturing, production, fulfillment, shipping, or other production services. You are solely responsible for selection and communication with production vendors and confirming that approved Deliverables satisfy your vendor’s technical and production requirements.

WE WILL NOT BE RESPONSIBLE FOR ANY LOST PROFITS, REVENUES, DATA, FINANCIAL LOSSES OR INDIRECT, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES ARISING OUT OF (i) FAILURE TO NOTIFY OR DOCUMENT REQUESTED CHANGES BEFORE A PROJECT HAS BEEN APPROVED OR PRODUCED, (ii) USE OF LICENSED CONTENT PROVIDED BY YOU WITHOUT REQUIRED LICENSE.

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4.5 Submitted Client Content 

You are the owner and/or controller of all of the information, data or materials that you provide to us to use the Services (”Client Content“). By submitting Client Content to us, you are representing that you are the owner of such Customer Content and/or have the necessary rights, licenses, and authorization to distribute it. You grant us a worldwide, royalty free, non-exclusive license to access and use Customer Content to provide the Services. Unless noted otherwise as part of a Project request, all client-provided Client Content will be incorporated AS-IS on respective Deliverables. E.g. copy as written, images as provided, video as edited, etc.

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4.6 Deliverable Ownership 

You are, and will be, the sole and exclusive owner of all right, title, and interest in and to the Deliverables associated with your subscription, including all intellectual property rights therein. We agree that with respect to any Deliverables that may qualify as “work made for hire” as defined in 17 U.S.C. §101, such Deliverables are deemed a “work made for hire” for you. To the extent that any Deliverables do not constitute a “work made for hire,” we irrevocably assign you all right, title, and interest throughout the world in and to the Deliverables, including all intellectual property rights therein. Notwithstanding the foregoing, the terms of this Section 4.5 are subject to (i) your compliance with this Agreement; (ii) your full payment of applicable amounts due; (iii) the terms of Sections 4.7, 4.8 and 5 below. You grant us a limited, nonexclusive, non-sublicensable, royalty-free worldwide license to use, host, run, copy, reproduce, process, adapt, translate, publish, transmit, display and distribute any Deliverables that we develop in connection with the Services solely to provide the Services to you and manage your account.  We may also use the Deliverables and other information regarding you and your use of the Services for internal purposes to improve and enhance our Services and in an aggregated form to illustrate the scope of our Services for marketing and advertising purposes.

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4.7 Discriminatory Content

Punctual Design will not engage its Services being used to discriminate against others based on race, religion, sex, sexual orientation, age, disability, ancestry, or national origin. You are not permitted to use the Service in a manner which would or would likely incite, promote or support such discrimination and you must not use the Service to incite or promote hostility or violence. If we believe in our sole determination that your use of the Service is being used to discriminate, especially if based on race, religion, sex, sexual orientation, age, disability, ancestry, or national origin, we may permanently or temporarily terminate or suspend your access to the Service, without notice and liability for any reason.

We reserve the right to decline or terminate service to any individual, group, or organization whose mission, conduct, or materials conflict with our core values or business ethics. We strictly adhere to the Americans with Disabilities Act (ADA) and all applicable civil rights laws. We will not provide services that facilitate, promote, or result in the violation of the ADA or any other anti-discrimination statutes. We reserve the right to refuse projects that fail to meet required accessibility standards or that promote discrimination against any protected class.

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4.8 AI Policy

No Project Deliverables created through our Services shall incorporate third-party generative AI content. Punctual Design makes distinction between third-party generative AI output and use of generative AI systems for production of original, licensee artwork owned by Punctual Design or its clients.

Agreement of these Terms includes assent for the use of third-party AI Systems including, but not limited to generative and agentic models, as part of the Deliverable production process, strictly in a brainstorming, idea-generation, and production capacity. 

To the extent we otherwise agree to the use of generative AI systems in the production of your Deliverable(s), you agree to and will comply with the terms of use with respect to such AI generated output, or such other terms identified by us when you request or consent to the use of generative AI systems.

For clarity, any third-party Generative AI provider’s terms of use are separate from and in addition to (and do not supersede or replace) Punctual Design’s Terms of Service, which will continue to apply in full force and effect. We have very limited control over AI generated content. We make no warranty or representation of accuracy, completeness, reliability, ownership or noninfringement with respect to any AI generated content. By requesting or consenting to the use of AI generated content, you acknowledge and agree that any use of AI generated content is at your own risk.

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5. Use of Licensed Content

Plainspeak: If your deliverables use licensed fonts, imagery, or video, you are responsible for either purchasing the appropriate license for its use, or honoring any existing licenses for content we provide. We alert you beforehand to any proposed licensed content in draft Deliverables.

5.1 Incorporation in Deliverables 

Subject to compliance with this Agreement and full payment of applicable amounts due, we grant you a revocable, non-exclusive, non-transferrable, royalty-free, worldwide right and license to the Licensed Content for your personal or professional use as incorporated in a Deliverable. Except as expressly provided in the license terms associated with the Licensed Content, all Licensed Content is provided and licensed only for a single use as incorporated into a Deliverable. You may broadcast, display, distribute or reproduce that Deliverable that includes the single use Licensed Content but only as part of that Deliverable. If you want to use the Licensed Content for another project, end product or different use, you must purchase another license. In no event shall you use the Licensed Content on a stand-alone basis. Except as expressly permitted by us, you agree not to, directly or indirectly, stockpile, sell, lease, sublicense, distribute, copy, reproduce, republish, reverse engineer, download, data mine, or modify any Licensed Content made available to you.

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5.2 Third-party Licensing

At your discretion, you may choose to purchase and manage Licensed Content appearing in your deliverables, e.g. Rights-managed stock photography, video, illustration, fonts, etc. Punctual Design will inform you in writing whether one or more pieces of licensed content have been incorporated into your Project. Said notice will include information sufficient for you to identify which licenses are required and who to contact in order to purchase licenses, and where applicable, download the related content for use in final Deliverables.

Alternatively, to the extent that we license the Licensed Content from any third party, including but not limited to Adobe Stock or Envato, you agree to comply with the relevant third-party license, which, as applicable. For clarity, such license terms are separate from and in addition to (and do not supersede or replace) Punctual Design’s Terms of Service, which will continue to apply in full force and effect. Except with our written permission, you may not: (i) sell, resell, rent, lease, sublicense, assign, grant a security interest in, or otherwise transfer any part of your rights to use Licensed Content apart from the Deliverable into which it is incorporated; (ii) change, alter, adapt, translate, convert, modify, or make any derivative works of any Licensed Content; (iii) falsely represent that you are the original creator of any Licensed Content; (iv) use Licensed Content in a pornographic, defamatory, or other unlawful manner; (v) use Licensed Content in any way that allows others to download, extract, or redistribute Licensed Content as a standalone file or work; and (vi) use Licensed Content that features models or property in connection with a subject that would be unflattering or unduly controversial to a reasonable person (for example, sexually transmitted diseases), must indicate: (1) that the content is being used for illustrative purposes only, and (2) any person depicted in the content is a model.

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5.3 Third-Party Fonts

In the event that any Project incorporates fonts that are not owned by Punctual Design and require a commercial license in order for you to legally reproduce, distribute, or publicly display the Project (“Third-Party Font(s)”), Punctual Design will inform you in writing that one or more Third-Party Fonts have been incorporated into the Project and that you will need to purchase one or more licenses for the Third-Party Fonts from the rights-holder(s) of said Third Party Fonts to legally reproduce, distribute, or publicly display the Project. Said notice will include information sufficient for you to identify which licenses are required and who to contact in order to purchase said licenses. So long as Punctual Design has informed you of the incorporation of Third-Party Fonts as described above, you assume all responsibility for any consequences as a result of a failure by Client to purchase one or more licenses for any Third-Party Fonts incorporated into a Project.

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5.4 Punctual Design Ownership

Our licensors and we retain ownership over Licensed Content we source, whether downloaded through our stock services or incorporated into your Deliverable. We reserve the right to terminate, revoke, or withdraw all licenses upon your failure to comply with any provisions of this Agreement. In the event of any termination, you will have no further right to make use of the Licensed Content, which may include the Licensed Content that is included in your Deliverable.

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6. Fees & Payment

Plainspeak: You must pay to receive service. Refunds can be issued before the 7th day of a first-time subscription, or within 48-hours of a recurring subscription. You can cancel or pause a subscription anytime, but we don't issue refunds for unused time. (I.e. a week left in a subscription month.)

6.1 Payment

Use of our Services requires payment of recurring fees. Before we have any obligation to provide Services, you must pay the fees and all applicable taxes in full, in such amounts and for such billing frequency as specified during registration, and as updated (prospectively, not retroactively) by you from time to time. All fees are due upon receipt of invoice, using the billing methods provided by our Platform. Failure of Punctual Design to provide an invoice does not relieve you of your obligation to pay the fees in accordance with the terms specified when you register. 

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6.2 BIlling Frequency and AutoPay

You agree that, upon registering for the Services, you authorize us to charge your method of payment (e.g., credit card) for the fees and applicable taxes from your registration date based upon your chosen billing frequency (e.g., monthly), unless Services are otherwise cancelled by you. We reserve the right to suspend or terminate your account in the event you fail to pay amounts owed to us when due. All amounts owed under this Agreement are non-cancelable and non-refundable, except as specifically provided in this Section 6.

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6.3 Fee Changes

We reserve the right to change our fees upon 30 days’ advance notice of your next invoice. By continuing to use the Services, you accept such changes. We are not required to notify you of temporary promotions or reductions in fees.

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6.4 Cancellation

You may cancel your subscription with us at any time using your Site account settings. If you cancel your subscription before the next renewal cycle, you continue using your account and accessing your design files until the end of your paid billing term. When your subscription expires, you no longer have access to our Services or any active project files associated with those Services. Note: We do not provide refunds or credit for any remaining time in a cancelled subscription. Project files of cancelled accounts are retained for a period of 90 days after the last day of your subscription.

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6.5 Pausing a Subscription

You may pause your subscription at any time to prevent auto renewal of a subscription time-period and preserve your account data. Paused subscriptions retain access to Services through the duration of the current subscription’s time period. However, pausing a subscription does not result in refund or credit of partial months of service, downgrades, unused time, or unapproved projects that lapse the final date of your subscription. Note: paused subscriptions reset their billing cycle to the date the subscription is resumed.

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6.6 Refunds

First-time subscribers may request a full refund within 7 days of their initial purchase. For all subsequent purchases or auto-renewals, refund requests must be made within 48 hours of the transaction date. All refund requests must be submitted in writing.

To prevent policy abuse, we prohibit cycles of repeated purchasing and requesting of refunds. We reserve the right to deny any refund request if we detect a pattern of account duplication, payment method manipulation, or deliberate exploitation designed to access the service without payment. Note: refunds for First-time subscribers result in the immediate termination of service and the permanent deletion of any Project data.

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6.5 Promotions

To the extent that we have issued any promotional or other credit to your account, we may apply such credit to any unpaid amounts that may be or become due from you. Any such credits must be used within one (1) year following the date of issuance, after which any unused credits will automatically expire.

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7. Confidential Information 

Plainspeak: We don't share any confidential info you share with us, unless you direct us to. Sharing is restricted to Punctual employees working on your deliverables. You agree to do the same, for us.

7.1 Definition

For purposes of this Agreement, the term “Confidential Information” means non-public or proprietary information, including, without limitation, information relating to research, strategy, development, design, specifications, plans, products, services or imagery related to your current or future business.

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7.2 Client Disclosure

During the course of our relationship, you may disclose to us your organization's Confidential Information. We will limit access to your Confidential Information to only those employees, officers, directors, contractors, representatives and agents who are involved in providing Services directly to you. We will be responsible to you for any breach of this provision by our employees, officers, directors, contractors, representatives and agents. We agree to hold in confidence and not disclose to any third party any of your Confidential Information, except as approved or directed in writing by you, and will use your Confidential Information for no purpose other than for the Services.

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7.3 Punctual Design Disclosure

During the course of our relationship, we may similarly disclose to you our Confidential Information. You agree to hold in confidence and not disclose to any third party any of our Confidential Information, except as approved or directed in writing by us, and will use our Confidential Information for no purpose, except as permitted by this Agreement. You will limit access to our Confidential Information to only those employees, officers, directors, contractors, representatives and agents to whom it is necessary to disclose our Confidential Information. You will be responsible for any breach of this provision by your employees, officers, directors, contractors, representatives and agents.

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7.4 Exclusions

Notwithstanding anything to the contrary in this Agreement, the following is not Confidential Information: (a) information that was in the public domain at the time of its disclosure or has entered the public domain without breach of this Agreement; (b) information that was already in the rightful possession of a party at the time of disclosure; (c) information that is independently developed by a party without breaching this Agreement; or (d) information that becomes known to a party, without restriction, from a third party source not directly or indirectly involving a breach of this Agreement.

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7.5 Duration

The confidentiality obligations under this Agreement will survive for three (3) years after the termination of this Agreement.

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8. Publicity

Plainspeak: We can tell folks you're our client, unless you tell us not to.

Unless you provide us with written notice to the contrary or of any reasonable restrictions or requirements, you agree that we may disclose that you are a customer and may use your name(s) and logo(s) in: (a) our digital, online, and printed marketing materials (including on our websites); and (b) external-facing presentations, including to individual clients and prospects.

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9. Term and Termination

Plainspeak: When service ends, this Agreement ceases immediately.

9.1 For purposes of this agreement, a paused account is considered an active subscription.

9.2 This Agreement will expire and terminate upon the expiration or termination of your account or subscription to a Service; provided that all sections of this Agreement which by their nature should survive termination will survive termination, including but not limited to, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.

9.3 We may terminate this Agreement at any time upon notice if you default or breach this Agreement. Upon expiration or termination of your account or subscription to a Service, all rights under this Agreement relating to such Service will immediately terminate, you will lose all access to the applicable Service, including access to your account and Customer Content or other files. If we terminate the Agreement for your breach, any licenses to Licensed Content will terminate.

9.4 You must maintain an active subscription for our platform in order to receive Services for which you have subscribed or purchased. Upon any expiration or termination of your subscription for our platform (whether due to non-renewal, non-payment, breach, or any other reason), all of your rights with respect to subscriptions for, or purchases of any creative services or professional services will automatically and immediately terminate. You will not be entitled to any refund or credit with respect to any remaining or unused portion of any such creative or professional services that you have previously purchased or subscribed, regardless of the reason for termination or expiration.

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10. Disclaimer of Warranties

EXCEPT AS SPECIFICALLY SET FORTH IN THIS SECTION 10.1, THE SITE AND THE SERVICES (INCLUDING BUT NOT LIMITED TO DELIVERABLES, LICENSED CONTENT, AND AI GENERATED CONTENT) ARE PROVIDED “AS IS, AS AVAILABLE”.  WE MAKE NO PROMISES ABOUT OUR SERVICES AND, TO THE EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS, NON-INFRINGEMENT OF INTELLECTUAL PROPERTY, AND OTHER VIOLATION OF RIGHTS, EITHER ORAL OR WRITTEN, WHETHER ARISING BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, TRADE, OR OTHERWISE.

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11. Liability Waiver

WE WILL NOT BE RESPONSIBLE FOR ANY LOST PROFITS, REVENUES, DATA, FINANCIAL LOSSES OR INDIRECT, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES ARISING OUT OF THE USE OR INABILITY TO USE THIS SITE. TO THE EXTENT PERMITTED BY LAW, OUR TOTAL LIABILITY, FOR ANY CLAIMS UNDER THESE TERMS, INCLUDING FOR ANY IMPLIED OR EXPRESSED WARRANTIES, SHALL NOT EXCEED FIFTY DOLLARS ($50.00), REGARDLESS OF THE CAUSE OF ACTION, IN TORT, CONTRACT, OR OTHERWISE. THIS PARAGRAPH DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

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12. Indemnification

YOU AGREE TO DEFEND, INDEMNIFY, AND HOLD US HARMLESS FROM AND AGAINST ANY CLAIMS, LIABILITIES, DAMAGES, LOSSES, AND EXPENSES, INCLUDING WITHOUT LIMITATION, REASONABLE ATTORNEY’S FEES AND COSTS, ARISING OUT OF OR IN ANY WAY CONNECTED TO CUSTOMER CONTENT OR USE OF THE SERVICES, ANY DELIVERABLES, LICENSED CONTENT OR AI GENERATED CONTENT, INCLUDING BUT NOT LIMITED TO VIOLATION OF ANY THIRD PARTY LICENSE TERMS.  YOU SHALL COOPERATE AS REQUIRED BY US IN THE DEFENSE OF ANY CLAIM. WE RESERVE THE RIGHT TO ASSUME THE EXCLUSIVE DEFENSE AND CONTROL OF ANY MATTER SUBJECT TO INDEMNIFICATION BY YOU, AND YOU WILL NOT, IN ANY EVENT, SETTLE ANY CLAIM WITHOUT OUR PRIOR WRITTEN CONSENT.

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13. Links to Third-Party Platforms

Plainsepak: We're not responsible for what happens on other websites or apps you visit, even if our website links to them or if you found us through them.

If this Site is available through any third-party platform, or if we provide links from this Site to any third-party platform, then we do not accept responsibility for any content or practices of such third parties.

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14. Digital Millennium Copyright Act

14.1 We take claims of copyright infringement seriously. We will respond to notices of alleged copyright infringement that comply with applicable law. If you believe any materials accessible on or from this Site infringe your copyright, you may request removal of those materials from this Site by submitting written notification to our agent designated below.

14.2  In accordance with the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act (17 U.S.C. § 512) (“DMCA”), the written notice (the ”DMCA Notice”) must include substantially the following: (1) your physical or electronic signature; (2) identification of the copyrighted work you believe to have been infringed or, if the claim involves multiple works on this Site, a representative list of such works; (3) identification of the material you believe to be infringing in a sufficiently precise manner to allow us to locate that material; (4) adequate information by which we can contact you (including your name, postal address, telephone number, and, if available, email address); (5) a statement that you have a good faith belief that use of the copyrighted material is not authorized by the copyright owner, its agent, or the law; (6) a statement that the information in the written notice is accurate; and (7) a statement, under penalty of perjury, that you are authorized to act on behalf of the copyright owner.

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15. Disputes Resolution and Choice of Forum

Plainspeak: If a disagreement pops up, we agree to resolve it out of court, and split the administrative costs.

15.1 This Agreement is governed by and construed in accordance with the laws of the State of Texas, without regard to conflict of laws principles.

15.2 If a dispute arises out of or relates to this Agreement, the parties agree to first try to resolve it through non-binding mediation administered by the American Arbitration Association (AAA) under its Commercial Mediation Procedures. The mediation shall take place in Travis County, Texas, or may be conducted virtually via videoconference.

15.3 If the dispute is not resolved through mediation within 45 days of a party requesting it, the dispute shall be settled exclusively by final and binding arbitration administered by the AAA in accordance with its Commercial Arbitration Rules. The arbitration shall be conducted before a single neutral arbitrator selected in accordance with such rules.The place of arbitration shall be Austin, Texas, or conducted remotely via videoconference. The arbitration shall be conducted before a single neutral arbitrator, and the arbitrator's decision shall be final. All aspects of the arbitration and the final ruling will be kept strictly confidential.

15.4 Each party shall initially bear its own legal fees and an equal share of the arbitrator’s and administrative fees. However, the arbitrator shall have the authority to award the prevailing party reasonable attorney's fees, expert witness fees, and costs incurred in connection with the arbitration. 

15.5 THE PARTIES AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING.

15.6 THE PARTIES AGREE THAT ANY CAUSE OF ACTION OR CLAIM ARISING OUT OF OR RELATING TO THESE TERMS OF USE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

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16. Assignment

Plainspeak: You are bound by this contract and can't pass your responsibilities to someone else without telling us. We can sell, transfer, or hand off this contract (our business) to a new owner.

This Agreement and the rights and obligations herein are personal to you, and you may not assign or otherwise transfer this Agreement or any of your rights or obligations hereunder, without our prior written consent. We may freely assign this Agreement, including, without limitation, in connection with a merger, acquisition, bankruptcy, reorganization, or sale of some or all of our assets or stock.

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17. Severability

Plainspeak: If a judge rules one part of this contract illegal or unfair, they only throw away the bad part. The rest of the contract remains legally binding.

If any one or more of the provisions of this Agreement are for any reason held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement will be unimpaired and will remain in full force and effect, and the invalid, illegal or unenforceable provision(s) will be replaced by a valid, legal and enforceable provision or provisions that comes closest to the intent of the parties underlying the invalid, illegal or unenforceable provision(s).

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18. Non-Waiver

Plainspeak: If we don't enforce a rule once, that doesn't mean the rule no longer applies. (e.g. You miss a payment deadline and we let it slide; your next payment is still due on time.)

The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder. A waiver by either party of any term or condition of this Agreement or any breach, in any one instance, will not waive such term or condition or any subsequent breach.

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19. Force Majeure

If we are unable to perform any obligation under this Agreement because of any matter beyond our reasonable control, including but not limited to, pandemic or widespread outbreak of infectious diseases, government shutdown, lightning, flood, exceptionally severe weather, fire, explosion, war, civil disorder, industrial/labor disputes (whether or not involving our employees), acts of government, loss of or problems with telecommunications, utility services or other third party services, and hostile network attacks (each, a “Force Majeure Event”), we will have no liability to you for such failure to perform; provided, however, that we will resume performance promptly upon removal of the circumstances constituting the Force Majeure Event.

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20. Entire Agreement

This Agreement constitutes the entire agreement between the parties concerning its subject matter and supersedes all prior communications and proposals.