Terms of Service

1.1 These Terms

These Terms of Service (the “Terms”) are a legal agreement between you and [COMPANY NAME] LLC, a [STATE] limited liability company (the “Company”, “we”, “us” or “our”), which operates IViel and the website on which these Terms are posted. They govern your access to and use of the Services.

1.2 How you accept

You accept these Terms when you click “Create account” or another button next to a statement that refers to them, when you place an Order, or when you otherwise access or use the Services. If you do not agree, do not create an Account, place an Order or use the Services.

1.3 Accepting for an organization

If you accept these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind it, and “you” then means that entity.

1.4 Documents that form the Agreement

The following documents are part of your agreement with us (together, the “Agreement”):

1. these Terms;
2. the Source Code License Agreement, for Source Code you buy a License to;
3. the Managed Services Terms, an addendum to these Terms for Managed Website Subscriptions;
4. the Acceptable Use Policy and the Refund Policy; and
5. the details of each Order shown to you at checkout.

Our Privacy Policy, Cookie Policy and DMCA and Copyright Policy explain how we handle personal data, cookies and copyright complaints. If documents in the Agreement conflict, the License Agreement controls for Source Code, the Managed Services Terms control for Managed Websites, and otherwise these Terms control. Section 23 (Dispute resolution and arbitration) always controls over any other dispute provision.

5.1 Two offerings

We offer two separate kinds of Services:

1. Source Code Licenses: a one-time purchase of a License to the Source Code of a Product, with a License Key and access to Updates during an Update Window (Section 6); and
2. Managed Website Subscriptions: a recurring Subscription under which we host and operate a website built on one of our Products (Section 7).

A Subscription does not include a License to download the Source Code, and a License does not include hosting.

5.2 Our own software only

We only offer software that we own or have the right to license. We do not operate a marketplace for other sellers, and we do not sell manual services (such as custom development) through our Merchant of Record.

5.3 Changes to the Services

We continuously improve the Services and may add, change or remove features. If a change materially reduces the core functionality of a Subscription you have already paid for, we will tell you in advance, and you may cancel and receive a prorated refund of the prepaid fees for the rest of the Billing Period.

5.4 Beta features

Features we label as beta, preview or experimental are provided for evaluation, may change or be withdrawn at any time, and are excluded from any commitment we make about the Services.

6.1 License Agreement

Your use of Source Code is governed by the Source Code License Agreement, which describes the scope of each License Type, the restrictions, the Update Window and termination.

6.2 Delivery

Your License, with its License Key, appears in your Account after Polar confirms your payment to us. Returning to our website after checkout does not by itself grant anything. You download Source Code from your Account; each download link is created only after we check that you own an active License, is valid for at most 5 minutes, and is recorded in our security logs.

6.3 Updates

Updates released during your Update Window are available to you as described in the License Agreement. You keep the right to use versions you obtained after the Update Window ends.

6.4 Refunds and chargebacks

If an Order for a License is refunded or charged back, the License is revoked, its License Key stops working and your download access ends, as described in the Refund Policy.

7.1 Managed Services Terms

Managed Websites are governed by these Terms and by the Managed Services Terms, which form an addendum to these Terms and describe hosting, domains, backups, automatic updates, maintenance windows, resource limits and support.

7.2 Activation

We create your Managed Website only after Polar confirms your payment to us. The site address (subdomain) you choose at checkout cannot be changed later. We email you when your site is ready.

7.3 A managed service, not infrastructure

A Subscription gives you the right to use the Managed Website, including its administration features, during the Subscription. It does not give you shell, root, SSH or direct database access, or any right to the underlying servers. We choose and control the hosting environment, the Product version and the configuration, within the settings we make available to you. Each Plan has its own resource limits and features, such as the number of custom domains you can connect.

7.4 Your site, your responsibility

You are responsible for how you use your Managed Website, for its Customer Content, and for the terms, privacy notice and legal compliance of the site toward its own visitors and customers (Section 13).

8.1 Polar is our reseller and merchant of record

We sell Licenses and Subscriptions through Polar Software, Inc. (“Polar”), which acts as our authorized reseller and merchant of record. When you place an Order, you buy from Polar. Polar processes your payment; calculates, collects and remits applicable sales tax, VAT and similar taxes; issues your receipts and invoices; and processes refunds in accordance with our Refund Policy and applicable law.

8.2 Polar’s terms

Your payment relationship with Polar is governed by the Polar Checkout Buyer Terms and Polar’s Privacy Policy. If those terms conflict with the Agreement about payment, billing, taxes or chargebacks, Polar’s terms control on that topic. The Agreement governs your use of the Services.

8.3 Payment details

We never receive or store your full payment card number. Polar shares with us limited information about your Order, such as your name, email address, the product purchased, the amount and the payment status.

8.4 Billing portal

You manage payment methods, invoices and Subscriptions in the Polar customer portal, which you open from Billing in your Account.

8.5 Our responsibility

We, not Polar, are responsible for providing the Services, for support, and for the content of the Agreement.

10.1 Before you subscribe

Before you pay, and above the button you use to continue to payment, we show you the price and length of the Billing Period, that the Subscription renews automatically until you cancel, how to cancel, and that prices may change with prior notice.

10.2 Receipts and acknowledgment

Receipts and invoices for your payments are available from Polar, our merchant of record, through Billing. Where applicable law requires an acknowledgment of the automatic renewal terms after you subscribe, we will provide one by email that includes the renewal terms, the cancellation policy and how to cancel, in a form you can keep.

10.3 Reminders

Where, and to the extent, applicable law requires a reminder before a renewal (for example, for some Billing Periods of one year or longer), we will send one that states the renewal date, the amount and how to cancel. If you turn off automatic renewal, we remind you by email before your Subscription ends.

10.4 What happens when you cancel

Your Managed Website stays available until the end of the Billing Period you paid for, and until then you can turn automatic renewal back on from Billing. When the Billing Period ends, the Subscription ends and the Managed Website is suspended. From then on only our support team can restore it, so contact support@[DOMAIN] while the site still exists; otherwise it is deleted as described in Section 12.4 (Suspension and termination).

10.5 No partial refunds

We do not refund or credit partial Billing Periods, except as stated in the Refund Policy or required by law.

10.6 Additional rights under local law

Some U.S. states and other countries have specific laws about automatic renewals. We follow those laws where they apply to you, and nothing in this Section limits the rights they give you.

12.1 By you

You may cancel a Subscription at any time (Section 10), stop using the Services at any time, and close your Account as described in Section 4 (Accounts and security).

12.2 By us

We may suspend or terminate your Account, any Subscription or License, or your access to any part of the Services if:

1. you materially breach the Agreement, including the Acceptable Use Policy or the License Agreement;
2. a payment is not made, is reversed or is charged back;
3. we are required to by law, by a court or government authority, or by Polar or another provider we rely on to deliver the Services;
4. your use creates a security risk or could harm us, our other customers or third parties; or
5. we reasonably suspect fraud or abuse of the Services.

Where it is reasonable and lawful, we will tell you first and give you a chance to fix the problem, as described in the enforcement section of the Acceptable Use Policy. We may act immediately and without notice in serious or urgent cases.

12.3 Failed renewal payments

If a renewal payment fails, your Managed Website stays online for a grace period of [3–5] days while Polar retries the payment, and we email you. You can update your payment method from Billing at any time. If the payment has not succeeded by the end of the grace period, the Managed Website is suspended: it goes offline, but its data is kept. If the payment later succeeds while the Subscription is still open (for example, after you update your payment method), the site comes back online automatically. If the Subscription has ended, contact support@[DOMAIN] while the site still exists.

12.4 Deletion after suspension

If a Managed Website stays suspended for [30] consecutive days, we end the Subscription, take a final backup and permanently delete the Managed Website and its data from our servers. We email you at least 7 days before the deletion. The final backup is kept for 90 days and then deleted; until then you may ask us for a copy as described in the Managed Services Terms.

The grace period and the suspension period are operating settings that we may adjust for the future. The dates that apply to your site are always shown in your Account and in the emails we send you.

12.5 Suspension for a violation

A Managed Website suspended for a breach of the Agreement or the Acceptable Use Policy is not brought back online automatically when a payment is made. We restore it only once the problem is resolved to our reasonable satisfaction.

12.6 Refunds and chargebacks

A refund of the current Billing Period of a Subscription ends the Subscription and suspends the Managed Website immediately. A refund or chargeback of a License Order revokes the License.

12.7 Discontinuation by us

We may stop offering a Service, Product or Template by giving you at least [90] days’ notice. If this ends a Subscription before the end of a Billing Period you have paid for, we refund the prepaid fees for the remaining time.

12.8 Effect of termination

When your Account or a Subscription ends, your right to use the affected Services ends. Licenses to Source Code survive unless they are terminated under the License Agreement. Termination does not affect rights and obligations that accrued before it, or the provisions listed in Section 31 (Survival).

13.1 Ownership

You keep all rights in your Customer Content.

13.2 License to us

You grant us a worldwide, non-exclusive, royalty-free license to host, store, copy, back up, cache, transmit, display, reformat and otherwise process Customer Content, only as needed to provide, secure and support the Services, to comply with the law and to enforce the Agreement. This license lasts for the duration of your Subscription and the retention periods described in the Agreement, and extends to our subprocessors acting on our behalf.

13.3 Your responsibilities

You are solely responsible for your Customer Content and for having all rights, licenses and consents it requires. Customer Content must comply with the law and with the Acceptable Use Policy. You are responsible for the terms of use, privacy notice, cookie consent and other legal requirements that apply to your Managed Website and its visitors and customers.

13.4 Review and removal

We do not monitor Customer Content and have no duty to do so, but we may review, disable or remove it if we reasonably believe it breaches the Agreement or the law, or when we receive a valid legal notice (for example, under our DMCA and Copyright Policy).

13.5 Keep your own copies

We back up Managed Websites as described in the Managed Services Terms, but backups are not a substitute for keeping your own copies of Customer Content that matters to you.

19.1 Our Privacy Policy

Our Privacy Policy describes how we handle personal data as a controller, such as Account, Order and security data.

19.2 Personal data in Customer Content

For personal data contained in Customer Content (for example, data about the visitors or customers of your Managed Website), you are the controller (or “business”), and we process it as your processor (or “service provider”) on your behalf. We will:

1. process it only to provide, secure and support the Services and as instructed by you through the Agreement and your use of the Services;
2. not sell or share it (as those terms are defined in the California Consumer Privacy Act), and not retain, use or disclose it for any other purpose or outside our direct business relationship with you, except as permitted by law;
3. not combine it with personal data we receive from other sources, except as permitted by law;
4. require our subprocessors to protect it under written terms at least as protective as these; and
5. tell you if we can no longer meet these obligations.

On request to privacy@[DOMAIN], we will enter into a data processing agreement with you ([DATA PROCESSING AGREEMENT — DOCUMENT OR LINK, TO BE PREPARED BY COUNSEL]), including the EU Standard Contractual Clauses and the UK addendum where applicable.

19.3 Security and breach notification

We maintain reasonable administrative, technical and physical safeguards for the Services, as described in our Privacy Policy and the Managed Services Terms. We will notify you without undue delay, and in any case within the time required by applicable law, after becoming aware of a security breach affecting Customer Content.

19.4 Subprocessors

You authorize us to use the subprocessors listed on our Subprocessors page, which also explains how we announce changes.

19.5 Your obligations

You are responsible for having a lawful basis, providing notices and obtaining consents for the personal data you collect through your Managed Website. Do not store payment card numbers on a Managed Website; use a payment provider that handles them for you. Do not use the Services for special categories of personal data (such as health data) or data of children unless the law allows it and you have implemented the safeguards it requires.

22.1 By you

You will defend, indemnify and hold harmless the Company, its affiliates and their members, managers, officers, employees and agents from and against any third-party claim, and any resulting losses, damages, fines, penalties, costs and reasonable attorneys’ fees, arising out of or relating to:

1. your Customer Content;
2. your Managed Website or End Products and their operation, including your dealings with your users and clients;
3. your breach of the Agreement or of applicable law; or
4. your infringement of anyone else’s rights.

22.2 By us

We will defend you against any third-party claim alleging that the Source Code or the Services, as provided by us and used in accordance with the Agreement, infringe a United States copyright or trademark or misappropriate a trade secret, and we will pay the damages and costs finally awarded against you or agreed by us in settlement. We have no obligation for claims arising from Customer Content; your modifications; combination with anything we did not provide; open-source components; use after we told you to stop; or use not in accordance with the Agreement.

If such a claim is made or appears likely, we may, at our option and expense, obtain the right for you to continue using the affected item, modify or replace it with a non-infringing item with materially similar functionality, or terminate the affected License or Subscription. If we terminate, we refund the prepaid fees for the rest of the current Billing Period of a Subscription, or the fee paid for a License reduced on a straight-line basis over three (3) years from the purchase date. Our obligations under this Section 22.2 are subject to Section 21.2. This Section states our entire liability, and your exclusive remedy, for infringement claims.

22.3 Procedure

The party seeking protection must notify the other party promptly in writing (a delay relieves the indemnifying party only to the extent it is prejudiced), give it sole control of the defense and settlement, and cooperate reasonably at its expense. The indemnifying party may not settle a claim in a way that imposes obligations on, or admits fault of, the other party without its consent, which will not be unreasonably withheld. The indemnified party may participate with its own counsel at its own cost.

23.1 Informal resolution first

Most concerns can be resolved quickly through support@[DOMAIN]. Before starting an arbitration or court action, the party raising a dispute must send the other a written notice of dispute. Send yours to legal@[DOMAIN] (you may also send it by mail to the address in Section 32); we will send ours to the email address of your Account. The notice must include your name, the email address of your Account, a description of the dispute and the relief you seek. For [60] days after the notice is received, both parties will try in good faith to resolve the dispute informally, including, if either party asks, in an individual telephone or video conference (with counsel, if represented). Statutes of limitations and filing deadlines are tolled during this period. Neither party may start an arbitration before the period ends, and an arbitrator or court may enforce this requirement.

23.2 Agreement to arbitrate

Except as provided in Section 23.3 and unless you opt out under Section 23.8, you and we agree that any dispute, claim or controversy arising out of or relating to the Agreement, the Services, any Order or our relationship, whether based on contract, tort, statute, fraud, misrepresentation or any other legal theory, and whether it arose before or after you accepted these Terms (a “Dispute”), will be resolved by final and binding individual arbitration, not in court. The Federal Arbitration Act (9 U.S.C. § 1 et seq.) governs the interpretation and enforcement of this Section. The arbitrator has exclusive authority to resolve any dispute about the interpretation, applicability, enforceability or formation of this arbitration agreement, except that a court decides whether Sections 23.6 and 23.7 are enforceable and what effect they have.

23.3 Exceptions

1. Either party may bring an individual action in small claims court for a Dispute within that court’s jurisdiction, as long as it stays in that court and is not removed or appealed to a court of general jurisdiction.
2. Either party may bring a lawsuit in court solely for injunctive or other equitable relief to stop the infringement, misappropriation or misuse of its intellectual property rights, including unauthorized use or distribution of Source Code.
3. Claims that cannot be arbitrated as a matter of law, such as claims covered by the Ending Forced Arbitration of Sexual Assault and Sexual Harassment Act of 2021, are not subject to this Section.

23.4 Rules and procedure

The arbitration will be administered by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules if you are an individual using the Services primarily for personal, family or household purposes, and otherwise under its Commercial Arbitration Rules, in each case as in effect when the arbitration is filed and as modified by this Section (the “AAA Rules”), available at adr.org. A single arbitrator will decide the Dispute. The arbitrator may award any individual relief that a court could award, but only in favor of the individual party seeking relief and only to the extent needed to provide relief warranted by that party’s individual claim. Unless the parties agree otherwise, any hearing will take place in the county where you live if the Consumer Arbitration Rules apply, and otherwise in [COUNTY], [STATE], or in either case by video conference. Where the AAA Rules allow it, smaller claims may be decided on written submissions alone. The arbitrator will issue a reasoned written decision, and judgment on the award may be entered in any court of competent jurisdiction.

23.5 Fees

Filing, administrative and arbitrator fees are governed by the AAA Rules. When the Consumer Arbitration Rules apply, we pay the fees that those rules allocate to the business. If the arbitrator finds that a claim or defense was frivolous or brought for an improper purpose (as measured by Federal Rule of Civil Procedure 11(b)), the arbitrator may allocate fees and costs as the AAA Rules and applicable law allow. Each party bears its own attorneys’ fees unless the arbitrator awards them under applicable law.

23.6 Class action and jury trial waiver

If a court decides that this waiver is unenforceable for a particular claim or request for relief (such as a request for public injunctive relief), that claim or request alone will be severed from the arbitration and may proceed in the courts described in Section 24 (Governing law and venue), after the arbitration of all other claims is complete; the parties will ask the court to stay it until then. A class arbitration will never proceed.

23.7 Mass arbitration

If [25] or more demands for arbitration raising similar claims are filed against us, or by us, with the assistance of the same or coordinated counsel or organizations within a 90-day period, the AAA’s Mass Arbitration Supplementary Rules and fee schedule apply in addition to the AAA Rules. To the extent those rules permit, the demands will be administered in batches of up to [100] demands, with one arbitrator, one set of administrative fees and, if needed, one hearing per batch, and the parties will cooperate in good faith on the order of the batches. Statutes of limitations are tolled for each demand while it awaits its batch. Each claimant must still complete the informal resolution process in Section 23.1 individually. If any part of this Section 23.7 is found unenforceable, the rest of it and of this Section 23 continues to apply.

23.8 30-day right to opt out

You may opt out of this agreement to arbitrate by sending written notice to legal@[DOMAIN] with the subject “Arbitration Opt-Out”, or by mail to the address in Section 32 (Contact), within 30 days after you first accept these Terms. Your notice must include your name, the email address of your Account (if any) and a clear statement that you opt out of arbitration. Opting out does not affect any other part of these Terms. If you opt out, Disputes are decided by the courts described in Section 24 (Governing law and venue).

23.9 Changes to this Section

If we make a material change to this Section (other than a change to our notice address), we will give you at least thirty (30) days’ notice, and you may reject the change by writing to legal@[DOMAIN] within thirty (30) days after it takes effect; the version of this Section you last accepted then continues to apply to you. A change never applies to a Dispute for which a notice of dispute was sent before the change took effect.

23.10 Severability and survival

If any part of this Section other than Section 23.6 is found unenforceable, the rest remains in effect. If Section 23.6 is found unenforceable in its entirety, Sections 23.2 to 23.7 do not apply and the Dispute is decided by a court under Section 24 (Governing law and venue). This Section survives the end of the Agreement and of your use of the Services.

28.1 Electronic communications

You agree to receive communications from us electronically, by email to the address of your Account or by notices in your Account. Agreements, notices, disclosures and other communications that we provide electronically satisfy any legal requirement that they be in writing, as permitted by the U.S. Electronic Signatures in Global and National Commerce Act. Clicking to accept these Terms is your electronic signature. You may withdraw this consent by closing your Account, because we cannot provide the Services without electronic communications. Keep the email address of your Account up to date.

28.2 Notices to you

We send notices to the email address of your Account. A notice is considered given when we send it, unless we receive a delivery failure.

28.3 Notices to us

Send legal notices to legal@[DOMAIN] and, for notices of breach, termination or a Dispute, also by mail or courier to the address in Section 32 (Contact). A notice to us is given when received. Send support requests to support@[DOMAIN].

28.4 Service emails

While you have an Account, we send emails that are necessary to provide the Services, such as email verification, password resets, Order and Subscription notices, payment failure and suspension notices, and announcements of new releases of Products you hold a current License for. You cannot opt out of these messages while your Account is open. If we send marketing emails, they will include an unsubscribe link.

28.5 California users

Under California Civil Code Section 1789.3, California users are entitled to the following notice: the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (800) 952-5210.