TERMS OF SERVICE
Last updated October 21, 2026
AGREEMENT TO OUR LEGAL TERMS
We are Finale Labs, Inc., doing business as Theo ("Company," "we," "us," "our"), a company registered in Delaware, United States at 131 Continental Dr, Suite 305, Newark, DE 19713.
We operate the website https://theo.site (the "Site"), as well as any other related products and services that refer or link to these legal terms (the "Legal Terms") (collectively, the "Services").
Theo is an AI-powered website builder and hosting platform. Users can create, deploy, and host websites through an automated system that, on plans that include it, also carries out ongoing search-engine optimization work on their behalf.
For purposes of these Legal Terms, an "End-User Account" means an account registered by an individual or entity that uses the Services solely to create, host, and maintain websites for its own business, professional, or organizational purposes. An "Agency Account" means an account registered by any individual or entity that uses the Services, in whole or in part, to create, design, build, host, or maintain websites or website designs on behalf of third-party clients, whether as a web design agency, reseller, consultant, or in any similar capacity. If you use the Services on behalf of third-party clients, your account shall be deemed an Agency Account regardless of how it is registered. You agree to accurately represent the nature of your use of the Services, and the Company reserves the right to reclassify any account as an Agency Account if it determines, in its sole discretion, that the account is being used on behalf of third-party clients.
"Website Designs" means any website layouts, page designs, visual arrangements, graphics, text configurations, style elements, and other creative output generated through the Services, whether produced in whole or in part by the Company's automated tools, artificial intelligence, templates, or other functionality made available through the Services.
You can contact us by phone at +19292241620, email at team@theo.site, or by mail to 169 Madison Avenue, STE 61955, New York, NY 10016, United States.
These Legal Terms constitute a legally binding agreement made between you, whether personally or on behalf of an entity ("you"), and Finale Labs, Inc., concerning your access to and use of the Services. You agree that by accessing the Services, you have read, understood, and agreed to be bound by all of these Legal Terms. IF YOU DO NOT AGREE WITH ALL OF THESE LEGAL TERMS, THEN YOU ARE EXPRESSLY PROHIBITED FROM USING THE SERVICES AND YOU MUST DISCONTINUE USE IMMEDIATELY.
We reserve the right, in our sole discretion, to make changes or modifications to these Legal Terms from time to time. The modified Legal Terms will become effective upon posting or notifying you by team@theo.site, as stated in the email message. By continuing to use the Services after the effective date of any changes, you agree to be bound by the modified terms.
The Services are intended for users who are at least 18 years old. Persons under the age of 18 are not permitted to use or register for the Services.
We recommend that you print a copy of these Legal Terms for your records.
TABLE OF CONTENTS
1. OUR SERVICES
The information provided when using the Services is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject us to any registration requirement within such jurisdiction or country. Accordingly, those persons who choose to access the Services from other locations do so on their own initiative and are solely responsible for compliance with local laws, if and to the extent local laws are applicable.
The Services are not tailored to comply with industry-specific regulations (Health Insurance Portability and Accountability Act (HIPAA), Federal Information Security Management Act (FISMA), etc.), so if your interactions would be subjected to such laws, you may not use the Services. You may not use the Services in a way that would violate the Gramm-Leach-Bliley Act (GLBA).
2. INTELLECTUAL PROPERTY RIGHTS
Our intellectual property
We are the owner or the licensee of all intellectual property rights in our Services, including all source code, databases, functionality, software, the design and content of the Site, audio, video, text, photographs, and graphics in the Services (collectively, the "Content"), as well as the trademarks, service marks, and logos contained therein (the "Marks"). Ownership of, or the license to, Website Designs and Generated Content created under a user's account is governed by the Website Designs provisions below.
Our Content and Marks are protected by copyright and trademark laws (and various other intellectual property rights and unfair competition laws) and treaties in the United States and around the world.
The Content and Marks are provided in or through the Services "AS IS" for your internal business, professional, or organizational purposes only.
Your use of our Services
Subject to your compliance with these Legal Terms, including the "PROHIBITED ACTIVITIES" section below, we grant you a non-exclusive, non-transferable, revocable license to:
- access the Services; and
- download or print a copy of any portion of the Content to which you have properly gained access,
solely for your internal business, professional, or organizational purposes.
Except as set out in this section or elsewhere in our Legal Terms, no part of the Services and no Content or Marks may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever, without our express prior written permission.
If you wish to make any use of the Services, Content, or Marks other than as set out in this section or elsewhere in our Legal Terms, please address your request to: team@theo.site. If we ever grant you the permission to post, reproduce, or publicly display any part of our Services or Content, you must identify us as the owners or licensors of the Services, Content, or Marks and ensure that any copyright or proprietary notice appears or is visible on posting, reproducing, or displaying our Content.
We reserve all rights not expressly granted to you in and to the Services, Content, and Marks.
Any breach of these Intellectual Property Rights will constitute a material breach of our Legal Terms and your right to use our Services will terminate immediately.
Your submissions and contributions
Please review this section and the "PROHIBITED ACTIVITIES" section carefully prior to using our Services to understand the (a) rights you give us and (b) obligations you have when you post or upload any content through the Services.
Submissions: By directly sending us any question, comment, suggestion, idea, feedback, or other information about the Services ("Submissions"), you agree to assign to us all intellectual property rights in such Submission. You agree that we shall own this Submission and be entitled to its unrestricted use and dissemination for any lawful purpose, commercial or otherwise, without acknowledgment or compensation to you.
Contributions: The Services may provide you with the opportunity to submit, upload, transmit, or otherwise make available content and materials to us or through the Services, including but not limited to text, writings, images, photographs, graphics, audio, video, chat instructions, prompts, form submissions, support messages, and other material ("Contributions"). Any Submission that is publicly posted shall also be treated as a Contribution.
You understand that Contributions may be viewable by other users of the Services and possibly through third-party websites.
When you post Contributions, you grant us a license (including use of your name, trademarks, and logos): By posting any Contributions, you grant us a non-exclusive, worldwide, royalty-free, sublicensable right and license to: host, store, reproduce, display, transmit, cache, back up, and adapt your Contributions as reasonably necessary to (i) build, host, operate, maintain, and support your website and your use of the Services, (ii) operate, improve, and develop the Services (but not using your clients' booking details and your website visitors' contact-form messages, which we use only to run your bookings and deliver your messages), and (iii) comply with applicable law or respond to legal process. For the avoidance of doubt, Website Designs and website content created under your account are not Contributions for purposes of any right to sell, resell, or use such materials for our own promotional or commercial purposes, and nothing in this license expands or limits the ownership or license rights in Website Designs set forth in the "Website Designs" provisions of this Section 2.
This license includes our use of your name, company name, and franchise name, as applicable, and any of the trademarks, service marks, trade names, logos, and personal and commercial images you provide, solely to the extent reasonably necessary for the purposes set forth in the license granted above.
You are responsible for what you post or upload: By sending us Submissions and/or posting Contributions through any part of the Services or making Contributions accessible through the Services by linking your account through the Services to any of your social networking accounts, you:
- confirm that you have read and agree with our "PROHIBITED ACTIVITIES" and will not post, send, publish, upload, or transmit through the Services any Submission nor post any Contribution that is illegal, harassing, hateful, harmful, defamatory, obscene, bullying, abusive, discriminatory, threatening to any person or group, sexually explicit, false, inaccurate, deceitful, or misleading;
- to the extent permissible by applicable law, waive any and all moral rights to any such Submission and/or Contribution;
- warrant that any such Submission and/or Contributions are original to you or that you have the necessary rights and licenses to submit such Submissions and/or Contributions and that you have full authority to grant us the above-mentioned rights in relation to your Submissions and/or Contributions; and
- warrant and represent that your Submissions and/or Contributions do not constitute confidential information.
You are solely responsible for your Submissions and/or Contributions and you expressly agree to reimburse us for any and all losses that we may suffer because of your breach of (a) this section, (b) any third party’s intellectual property rights, or (c) applicable law.
We may remove or edit your Content: Although we have no obligation to monitor any Contributions, we shall have the right to remove or edit any Contributions at any time without notice if in our reasonable opinion we consider such Contributions harmful or in breach of these Legal Terms. If we remove or edit any such Contributions, we may also suspend or disable your account and report you to the authorities.
Website Designs
End-User Accounts: If you hold an End-User Account, you shall own all right, title, and interest in and to the Website Designs (including all Generated Content) created under your account, subject to our underlying intellectual property rights in the Services, Content, and Marks. Your ownership does not restrict us from generating similar or identical content for other users. As the owner of such Website Designs, you may export, copy, and rehost your Website Designs on any platform or hosting environment of your choosing, including by using any authorized export feature made available by us through the Services (such as code export via GitHub integration) or by otherwise copying the rendered output, code, images, and other elements of your own websites. To be clear, this right of export and rehosting applies solely to Website Designs created under your own End-User Account and does not grant any right to copy, scrape, or reproduce Website Designs created by or belonging to any other user of the Services. The rights granted under this paragraph are subject in all respects to the Anti-Circumvention provisions set forth below in this Section 2.
Agency Accounts: If you hold an Agency Account, you are granted a limited, non-exclusive, non-transferable, revocable license to use the Website Designs created under your account solely on and through the Services. Agency Account holders do not acquire ownership of Website Designs. Any use of Website Designs for third-party client work outside the Services, including but not limited to hosting, displaying, or deploying such Website Designs on any external platform, server, or hosting environment, requires a separate written commercial license from the Company and payment of applicable fees. Requests for such commercial licenses may be directed to team@theo.site.
Post-Cancellation Restrictions for Agency Accounts: Upon cancellation or termination of an Agency Account, the account holder shall not, for a period of twelve (12) months following the effective date of such cancellation or termination, use, display, host, deploy, or permit the use of any Website Designs created through the Services, or any designs substantially similar thereto, on any competing website-building, hosting, or design platform or service. For the avoidance of doubt, this restriction applies to all Website Designs created under the Agency Account during the term of the account holder's use of the Services, regardless of whether such designs were created during a free trial or a paid subscription period. This restriction does not apply to the extent a separate written commercial license from the Company expressly permits the relevant use after cancellation or termination.
Anti-Circumvention
No Agency Account holder, nor any principal, employee, contractor, or agent thereof, shall register, create, direct the creation of, or cause to be created any End-User Account for the purpose of circumventing, or with the effect of circumventing, the restrictions applicable to Agency Accounts under these Legal Terms, including without limitation the restrictions set forth in this Section 2, Section 7 (Prohibited Activities), and Section 28 (Liquidated Damages and Injunctive Relief). Website Designs held under an End-User Account registered to, and paid for directly by, the business or organization the website is about are End-User Account Website Designs for all purposes of these Legal Terms, including the export and rehosting rights in this Section 2 and the carve-outs in Sections 7 and 28, regardless of whether an Agency Account holder or any person acting on its behalf built, edited, or collaborated on them. We reserve the right, in our sole discretion, to reclassify any End-User Account as an Agency Account, and to treat any Website Designs associated with such account as Agency Account Website Designs, if we determine that the account was created or is being used in contravention of this provision.
Copyright infringement
We respect the intellectual property rights of others. If you believe that any material available on or through the Services infringes upon any copyright you own or control, please immediately refer to the "DIGITAL MILLENNIUM COPYRIGHT ACT (DMCA) NOTICE AND POLICY" section below.
2A. AI-GENERATED CONTENT; YOU ARE THE PUBLISHER
(a) The Services include automated tools and artificial intelligence features that generate Website Designs, website content, blog posts, landing pages, and other materials ("Generated Content"). Generated Content forms part of the Website Designs created under your account, and ownership of, or the license to, Generated Content follows the Website Designs provisions of Section 2 that apply to your account type. Our role is to provide the automated tools, the hosting, and the related services described in these Legal Terms, together with any support or changes we make at your request.
(b) You determine, control, and are responsible for all content created, edited, generated, and published on your hosted site, including all Generated Content and the decision to publish it. You are the author, editor, publisher, and editorial controller of all such content for all purposes. We do not exercise editorial responsibility over, endorse, or undertake to pre-review, monitor, or verify any content. The Services may run automated checks on Generated Content and on your website before or after publication (for example, checks of layout, links, sources, or technical health), and our technology providers may apply automated safety filters. Those checks are performed for the operation and quality of the Services only; they are not a representation that content is accurate, lawful, or suitable, they do not make us the author, editor, or publisher of any content, and they do not reduce your responsibilities under this section.
(c) Generated Content is produced automatically and may be inaccurate, incomplete, outdated, biased, or non-compliant with applicable laws, regulations, or industry rules, and may resemble content generated for other users. Generated Content is provided as a tool and does not constitute legal, regulatory, tax, or other professional advice.
(d) Subject to paragraph (e), you must review, fact-check, edit, and approve all Generated Content for accuracy, legality, intellectual property clearance, and compliance with all applicable laws and regulations before it is published, and you must continue to monitor such content after publication.
(e) If the Services offer an auto-publishing feature and you choose to enable it, you do so as your own deliberate election and entirely at your own risk. When auto-publishing is enabled, Generated Content may be published to your live hosted site without any further review or approval step by you or by us; in that case your obligations under paragraph (d) apply promptly after publication rather than before it, and you remain solely responsible for reviewing such content on an ongoing basis; and enabling auto-publishing transfers no responsibility or liability to us.
(f) To the fullest extent permitted by applicable law, we are not liable for any Generated Content or any content published on your hosted site, or for any consequence of its publication.
2B. NO GUARANTEE OF RESULTS
The Services are designed to help you create and market your website online, but we do not guarantee any particular outcome. We make no representation, warranty, or guarantee as to search-engine rankings or positions, indexing or its continuation, impressions, traffic, clicks, leads, inquiries, conversions, sales, revenue, or any other commercial result. Search engines and third-party platforms are operated by third parties and may change their algorithms, guidelines, policies, or indexing at any time, and may de-index, suspend, penalize, or remove content or sites. We are not responsible or liable for any such action or its consequences. The Services may rely in part on third-party data sources. We do not warrant the accuracy, completeness, currency, or availability of any such third-party data and are not liable for any errors or omissions therein.
Ongoing automated work on your website (such as new pages, blog posts, landing pages, and site fixes) is available only on plans that include it, while your subscription for that website is active, and once your domain is connected to our hosting. The amount, timing, and type of that work depend on your plan, your website's readiness, the availability of third-party services and data (including search engines, analytics services, and AI model providers), and our quality checks, which may hold back or discard work that does not meet them. Any frequency shown in the Services describes how we schedule that work when these conditions are met; it is not a guarantee that a particular number of pages, posts, or fixes will be produced in any period.
2C. NO PROFESSIONAL ADVICE; YOUR COMPLIANCE IS YOUR RESPONSIBILITY
The Services are a website-building, hosting, and marketing service, not a professional advisory service. We do not provide legal, regulatory, advertising-compliance, tax, or other professional advice, and nothing produced by the Services (including any Generated Content or output of any AI assistant or automated feature) constitutes such advice. You are solely responsible for ensuring that your website and all content published on it comply with all laws and regulations applicable to you and your business, including without limitation consumer-protection, e-commerce, advertising, data-protection, and any industry-specific or sector-specific laws and regulations. You must not use the Services for any regulated product or service unless you are properly authorized and legally permitted to do so, or are exempt under applicable law.
3. USER REPRESENTATIONS
By using the Services, 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 such registration information as necessary; (3) you have the legal capacity and you agree to comply with these Legal Terms; (4) you are not a minor in the jurisdiction in which you reside; (5) you will not access the Services through automated or non-human means, whether through a bot, script or otherwise, except as expressly permitted by the Services or the AI features, or through standard web-browser or search-engine use; (6) you will not use the Services for any illegal or unauthorized purpose; (7) your use of the Services will not violate any applicable law or regulation; and (8) you are using the Services for the purposes of a business, trade, or profession, or of a nonprofit, religious, or other organization, and not for personal, family, or household purposes.
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 Services (or any portion thereof).
4. USER REGISTRATION
You may be required to register to use the Services. You sign in with your email address (using a link or code we send you), a connected Google account, or any other sign-in method we make available. You agree to keep those sign-in links and codes confidential and not to share them, and you are responsible for all activity under your account.
5. PURCHASES AND PAYMENT
All purchases through the Services are processed by Stripe, Inc. and its affiliate Sold through Link, LLC (collectively, "Stripe"), which acts as the merchant of record for each transaction. By making a purchase, you agree to Stripe's then-current consumer terms (available at https://stripe.com/legal/consumer), which govern the payment transaction between you and Stripe. Payments your clients make to you through the booking feature are not purchases from us; they are charged on your own connected Stripe account, as described in the "Bookings and Payments Between You and Your Clients" section of these Legal Terms. We do not maintain a separate refund policy; refunds, if any, are governed by and subject to Stripe's then-current refund policy and dispute process (available at https://stripe.com/legal/consumer), and any refund request should be submitted in accordance with that policy. We accept payment by Visa, Mastercard, American Express, Discover, and such digital wallets and payment methods as Stripe may make available from time to time (including Link and Apple Pay). Stripe calculates and collects any applicable taxes, presents the amount due and renewal terms at checkout, issues receipts, and handles payment disputes.
You agree to provide current, complete, and accurate purchase and account information for all purchases made via the Services. You further agree to promptly update account and payment information, including email address, payment method, and payment card expiration date, so that we can complete your transactions and contact you as needed. All prices are stated in US dollars unless otherwise indicated at checkout. We may change prices at any time; any price change to a recurring subscription will take effect at the start of the next billing cycle following notice to you.
You agree to pay all charges at the prices then in effect for your purchases, and you authorize us and our payment processor to charge your chosen payment method for any such amounts upon placing your order and, for recurring subscriptions, on each renewal date. You further authorize us to initiate charges to your payment method on file for off-session purchases, including credit top-ups, without requiring you to re-enter your payment details at the time of each charge. In addition to subscription plans, we may offer one-time purchases through the Services, such as credit top-ups and directory listing packs. Directory listing packs are fulfilled by a third-party supplier and are typically delivered within approximately four (4) weeks of purchase; delivery times are estimates only and are not guaranteed. Domain name registrations are not sold by us; any domain purchase is a separate transaction between you and the applicable domain registrar, as described in the "Your Domain and Going Live" section of these Legal Terms. We reserve the right to correct any errors or mistakes in pricing, even if we have already requested or received payment.
We reserve the right to refuse any order placed through the Services. We may, in our sole discretion, limit or cancel quantities purchased per person or per account.
One-Time Services. We may offer one-time services, such as directory submission packs, for a single payment. When you order a one-time service, you authorize us and the suppliers we use to submit your business name, website, descriptions, logo, images, your name, and other details you have provided to us or published on your website to third-party directories, listing, and profile services, and to create listings and profiles in your business's name or your name on those services on your behalf. Those third-party services have their own terms and privacy practices, and each such service decides in its sole discretion whether to accept, publish, edit, or retain a listing. Any delivery times stated in the Services are estimates only and are not guaranteed. We do not guarantee any listing, link, ranking, traffic, or other result from any one-time service.
6. SUBSCRIPTIONS
Billing and Renewal
Your subscription will continue and automatically renew unless canceled. You consent to our charging your payment method on a recurring basis without requiring your prior approval for each recurring charge, until such time as you cancel the applicable order. The length of your billing cycle will depend on the type of subscription plan you choose when you subscribed to the Services.
Free Trial
Creating an account and building your first website is free and is not subject to any time limit. When a website first moves from the free plan to the Starter plan, we offer a thirty (30)-day free trial for that website. We collect a payment method when the trial begins. The Starter plan fee is not charged during the trial period and will be charged automatically when the trial ends unless you cancel before the end of the trial period. The free trial is available once per website and only on the Starter plan. Other plans, optional credit top-ups, and any upgrade to a higher-tier plan during the trial period are charged at the time of purchase or plan change, and upgrading to a higher-tier plan during the trial period will end the trial immediately.
Cancellation
You can cancel your subscription at any time by logging into your account. Your cancellation will take effect at the end of the current paid term. If you have any questions or are unsatisfied with our Services, please email us at team@theo.site.
After your paid term ends, we may stop serving your website at any time. We currently retain your website's files for a period after your paid term ends so that resubscribing can restore them; however, we are not obligated to retain them for any minimum period and may delete them at any time after your paid term ends. If you are moving your website elsewhere, export or copy it before your paid term ends.
Fee Changes
We may, from time to time, make changes to the subscription fee and will communicate any price changes to you in accordance with applicable law.
6A. YOUR DOMAIN AND GOING LIVE
(a) You are solely responsible for your own domain name and for your relationship with your domain registrar and DNS provider, including all fees, renewals, and configuration.
(b) When you publish, your site goes live on a temporary address we provide. You may then connect your own domain to our hosting. Where your plan includes it, our ongoing automated work for your site starts only after your domain is connected and the Google tools we ask you to connect are set up. You acknowledge that changing DNS records can cause temporary website downtime, email (including MX record) disruption, and delays while changes propagate, and that these effects depend on your domain registrar, DNS provider, and third-party systems outside our control. To the fullest extent permitted by applicable law, we are not liable for any loss, downtime, email disruption, or other damage arising out of or in connection with the repointing of your domain or any DNS change.
(c) Before your site goes live, and before you enable any auto-publishing feature, we may ask you to confirm separately that you have reviewed your site, that you are responsible for its content and for its compliance with all applicable laws and regulations, and that no particular search-engine or commercial result is guaranteed. Any such acknowledgment is in addition to, and does not replace, these Legal Terms.
6B. BOOKINGS AND PAYMENTS BETWEEN YOU AND YOUR CLIENTS
The booking feature lets your business take bookings from your own clients through your Theo website and, if you choose, a deposit or the full price at the time of booking. Those payments are charged on a Stripe account that you connect to the Services, under Stripe's terms for that connected account (including Stripe's Connected Account Agreement), which you accept when you connect it. If you hold an Agency Account, references in this Section 6B to "you" and "your" mean the Agency Account holder: you choose which Stripe account to connect, you control that account, and you bear the obligations in this Section 6B on behalf of the business whose site you manage, regardless of whether that business is the ultimate recipient of the funds. Theo is not a party to those transactions. Theo is not the merchant, does not hold the funds, and takes no fee from them. Stripe's processing fees are yours, including on a payment that is later refunded, as are any chargebacks and disputes on those payments.
Your booking page shows your cancellation policy. Theo supplies the default wording from the cancel window and the deposit rule you set (deposits refundable or not), and you can change any of it. Theo's software carries that policy out on your connected Stripe account: when a client cancels in time, at least the number of hours before the appointment that you set, and your deposit rule allows refunds, their payment is refunded; a later cancellation is not refunded; and when you cancel a booking, the client's payment is refunded in full. If you disconnect your Stripe account, a refund still owed waits until you reconnect the same account, unless you refund the client in Stripe yourself. You instruct Theo to send booking emails to your clients on your behalf, and you are responsible for having the right to contact them. You are responsible for the accuracy of the hours, services, prices and policy you publish, for honoring the bookings your clients make, and for handling your clients' personal data lawfully. Theo processes your clients' booking details on your behalf and, as between you and Theo, is a processor of that data; this processing, together with Theo's processing of contact-form messages, is governed by Theo's Data Processing Addendum, as Section 23 (User Data) describes. If your plan ends or your website is deleted, your booking page stops taking new bookings. Bookings already made continue: your clients keep their reminders and can still move or cancel, and refunds still follow your settings. Theo may suspend or remove a booking page used for fraud, abuse, or anything that breaks these Legal Terms or Stripe's terms.
7. PROHIBITED ACTIVITIES
You may not access or use the Services for any purpose other than that for which we make the Services available. Building, hosting, publishing, and marketing websites through the Services for your own business or organization (as an End-User Account holder), including a website that sells your own products or services or links to your store, or for your clients' businesses or organizations (as an Agency Account holder, subject to Section 2), is the purpose for which we make the Services available. Any other commercial exploitation of the Services or the Content requires our prior written approval.
As a user of the Services, you agree not to:
- Systematically retrieve data or other content from the Services 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 Services, including features that prevent or restrict the use or copying of any Content or enforce limitations on the use of the Services and/or the Content contained therein.
- Disparage, tarnish, or otherwise harm, in our opinion, us and/or the Services.
- Use any information obtained from the Services 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 Services in a manner inconsistent with any applicable laws or regulations.
- Engage in unauthorized framing of or linking to the Services.
- Upload or transmit (or attempt to upload or to transmit) viruses, Trojan horses, or other material, including excessive use of capital letters and spamming (continuous posting of repetitive text), that interferes with any party’s uninterrupted use and enjoyment of the Services or modifies, impairs, disrupts, alters, or interferes with the use, features, functions, operation, or maintenance of the Services.
- 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 or use the username of another user.
- Upload or transmit (or attempt to upload or to transmit) any material that acts as a passive or active information collection or transmission mechanism, including without limitation, clear graphics interchange formats ("gifs"), 1×1 pixels, web bugs, cookies, or other similar devices (sometimes referred to as "spyware" or "passive collection mechanisms" or "pcms").
- Interfere with, disrupt, or create an undue burden on the Services or the networks or services connected to the Services.
- Harass, annoy, intimidate, or threaten any of our employees or agents engaged in providing any portion of the Services to you.
- Attempt to bypass any measures of the Services designed to prevent or restrict access to the Services, or any portion of the Services.
- Copy or adapt the Services' software, including but not limited to the platform's source code, back-end code, proprietary algorithms, Flash, PHP, HTML, JavaScript, or other code that forms part of the Services themselves (as distinct from the code of your own websites and Website Designs). This restriction applies to End-User Account holders, Agency Account holders, and unauthorized third parties; End-User Account holders may copy and adapt the code of their own Website Designs created under their own End-User Account, subject to the Company's underlying intellectual property rights in the Services and subject to the Anti-Circumvention provisions of Section 2 (i.e., this carve-out applies only where the End-User Account is registered to, and paid for directly by, the business or organization the website is about, and the Website Designs are not otherwise subject to the Anti-Circumvention provisions of Section 2).
- 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 Services.
- 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, cheat utility, scraper, or offline reader that accesses the Services, or use or launch any unauthorized script or other software.
- Use a buying agent or purchasing agent to make purchases on the Services.
- Make any unauthorized use of the Services, including collecting usernames and/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 Services as part of any effort to compete with us, or exploit our Content or Marks (as distinct from your own websites and Website Designs) for any revenue-generating endeavor or commercial enterprise.
- Use the platform to host illegal content, including content that infringes third-party intellectual property rights.
- Use the platform to distribute spam, malware, or engage in phishing activities.
- Resell or white-label the Services without prior written consent from the Company.
- Scrape, crawl, capture, download, or otherwise copy the rendered output of any website hosted on or through the Services, including but not limited to the visual layout, text, images, HTML, CSS, or other elements of any Theo-hosted webpage, whether by manual, automated, or AI-assisted means, except through an authorized export feature expressly provided by the Company. For the avoidance of doubt, saving, screen-capturing, or otherwise reproducing the rendered appearance of a Theo-hosted website for the purpose of recreating or rehosting such website outside the Services is expressly prohibited. Notwithstanding the foregoing, this restriction shall not apply to End-User Account holders with respect to their own Website Designs created under their own End-User Account, provided that such End-User Account is registered to, and paid for directly by, the business or organization the website is about and such Website Designs are not otherwise subject to the Anti-Circumvention provisions of Section 2; such qualifying End-User Account holders may copy, export, and reproduce the rendered output of their own websites for the purpose of rehosting or migrating such websites to another platform or hosting environment.
- Use any Website Designs created through the Services, or any substantially similar reproductions thereof, on any competing website-building, hosting, or design platform, whether during or after the term of your subscription, except as expressly authorized in writing by the Company. This restriction applies to Agency Account holders and unauthorized third parties only; End-User Account holders may use, host, and deploy their own Website Designs on any platform or hosting environment of their choosing, subject to the Company's underlying intellectual property rights in the Services and subject to the Anti-Circumvention provisions of Section 2 (i.e., this carve-out applies only where the End-User Account is registered to, and paid for directly by, the business or organization the website is about, and the Website Designs are not otherwise subject to the Anti-Circumvention provisions of Section 2).
8. USER GENERATED CONTRIBUTIONS
The Services may provide you with the opportunity to submit, upload, transmit, or otherwise make available content and materials to us or through the Services, including but not limited to text, writings, images, photographs, graphics, audio, video, chat instructions, prompts, form submissions, support messages, and other material ("Contributions"). Contributions may be viewable by other users of the Services and through third-party websites. Chat instructions, prompts, form submissions, and support messages are not shared with other users or made viewable through the Services or any third-party website, and are not treated as non-confidential or non-proprietary on that basis. Except for chat instructions, prompts, form submissions, and support messages, any Contributions you transmit may be treated as non-confidential and non-proprietary once they are posted, published, or otherwise made viewable by other users of the Services or through third-party websites. When you create or make available any Contributions, you thereby represent and warrant that:
- The creation, distribution, transmission, public display, or performance, and the accessing, downloading, or copying of your Contributions do not and will not infringe the proprietary rights, including but not limited to the copyright, patent, trademark, trade secret, or moral rights of any third party.
- You are the creator and owner of or have the necessary licenses, rights, consents, releases, and permissions to use and to authorize us, the Services, and other users of the Services to use your Contributions in any manner contemplated by the Services and these Legal Terms.
- You have the written consent, release, and/or permission of each and every identifiable individual person in your Contributions to use the name or likeness of each and every such identifiable individual person to enable inclusion and use of your Contributions in any manner contemplated by the Services and these Legal Terms.
- Your Contributions are not false, inaccurate, or misleading.
- Your Contributions are not unsolicited or unauthorized advertising, promotional materials, pyramid schemes, chain letters, spam, mass mailings, or other forms of solicitation.
- Your Contributions are not obscene, lewd, lascivious, filthy, violent, harassing, libelous, slanderous, or otherwise objectionable (as determined by us).
- Your Contributions do not ridicule, mock, disparage, intimidate, or abuse anyone.
- Your Contributions are not used to harass or threaten (in the legal sense of those terms) any other person and to promote violence against a specific person or class of people.
- Your Contributions do not violate any applicable law, regulation, or rule.
- Your Contributions do not violate the privacy or publicity rights of any third party.
- Your Contributions do not violate any applicable law concerning child pornography, or otherwise intended to protect the health or well-being of minors.
- Your Contributions do not include any offensive comments that are connected to race, national origin, gender, sexual preference, or physical handicap.
- Your Contributions do not otherwise violate, or link to material that violates, any provision of these Legal Terms, or any applicable law or regulation.
Any use of the Services in violation of the foregoing violates these Legal Terms and may result in, among other things, termination or suspension of your rights to use the Services.
9. CONTRIBUTION LICENSE
By posting your Contributions to any part of the Services or making Contributions accessible to the Services by linking your account from the Services to any of your social networking accounts, you automatically grant, and you represent and warrant that you have the right to grant, to us a non-exclusive, worldwide, royalty-free, sublicensable right and license to: host, use, store, reproduce, display, transmit, cache, back up, and adapt such Contributions (including, without limitation, your image and voice) as reasonably necessary to (i) build, host, operate, maintain, and support your website and your use of the Services, (ii) operate, improve, and develop the Services (but not using your clients' booking details and your website visitors' contact-form messages, which we use only to run your bookings and deliver your messages), and (iii) comply with applicable law or respond to legal process. The use and distribution may occur in any media formats and through any media channels. For the avoidance of doubt, Website Designs and website content created under your account are not Contributions for purposes of any right to sell, resell, or use such materials for our own promotional or commercial purposes, and nothing in this license expands or limits the ownership or license rights in Website Designs set forth in Section 2 of these Legal Terms.
This license will apply to any form, media, or technology now known or hereafter developed, and includes our use of your name, company name, and franchise name, as applicable, and any of the trademarks, service marks, trade names, logos, and personal and commercial images you provide, solely to the extent reasonably necessary for the purposes set forth in the license granted above. You waive all moral rights in your Contributions, and you warrant that moral rights have not otherwise been asserted in your Contributions.
We do not assert any ownership over your Contributions. You retain full ownership of all of your Contributions and any intellectual property rights or other proprietary rights associated with your Contributions. We are not liable for any statements or representations in your Contributions provided by you in any area on the Services. You are solely responsible for your Contributions to the Services and you expressly agree to exonerate us from any and all responsibility and to refrain from any legal action against us regarding your Contributions.
We have the right, in our sole and absolute discretion, (1) to edit, redact, or otherwise change any Contributions; (2) to re-categorize any Contributions to place them in more appropriate locations on the Services; and (3) to pre-screen or delete any Contributions at any time and for any reason, without notice. We have no obligation to monitor your Contributions.
9A. YOUR RESPONSIBILITIES FOR CONTENT
This section applies to all content you create, upload, generate, publish, host, or manage using the Services, including without limitation all Contributions, Generated Content, Website Designs, and any website, page, blog post, landing page, prompt, instruction, form, image, link, or other material. You represent and warrant that, for all such material: (a) you own it or have all rights, licenses, consents, and permissions needed to use it and to authorize us to host, generate, store, and display it in accordance with these Legal Terms; (b) it does not and will not infringe any third party's intellectual property, privacy, publicity, or other rights; (c) you have the consent of every identifiable individual depicted therein; (d) it is not unlawful, defamatory, misleading, obscene, harassing, or otherwise in breach of the "Prohibited Activities" section of these Legal Terms; and (e) it complies with all laws and regulations applicable to you and your business. You are solely responsible for this material and for reviewing it for accuracy and legality before publication (or, for Generated Content published under auto-publishing, promptly after publication) and on an ongoing basis thereafter.
As part of the functionality of the Services, you may link your account with online accounts you have with third-party service providers (each such account, a "Third-Party Account") by either: (1) allowing us to access your Third-Party Account through its sign-in or permission service (for example, Google); or (2) allowing us to access your Third-Party Account, as is permitted under the applicable terms and conditions that govern your use of each Third-Party Account. You represent and warrant that you are entitled to grant us access to your Third-Party Account, without breach by you of any of the terms and conditions that govern your use of the applicable Third-Party Account, and without obligating us to pay any fees or making us subject to any usage limitations imposed by the third-party service provider of the Third-Party Account. By granting us access to any Third-Party Accounts, you understand that (1) we may access, make available, and store (if applicable) any content that you have provided to and stored in your Third-Party Account (the "Social Network Content") so that it is available on and through the Services via your account, and (2) we may submit to and receive from your Third-Party Account additional information to the extent you are notified when you link your account with the Third-Party Account. Depending on the Third-Party Accounts you choose and subject to the privacy settings that you have set in such Third-Party Accounts, personally identifiable information that you post to your Third-Party Accounts may be available on and through your account on the Services. Please note that if a Third-Party Account or associated service becomes unavailable or our access to such Third-Party Account is terminated by the third-party service provider, then Social Network Content may no longer be available on and through the Services. You will have the ability to disable the connection between your account on the Services and your Third-Party Accounts at any time. PLEASE NOTE THAT YOUR RELATIONSHIP WITH THE THIRD-PARTY SERVICE PROVIDERS ASSOCIATED WITH YOUR THIRD-PARTY ACCOUNTS IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH THIRD-PARTY SERVICE PROVIDERS. We make no effort to review any Social Network Content for any purpose, including but not limited to, for accuracy, legality, or non-infringement, and we are not responsible for any Social Network Content. You can deactivate the connection between the Services and your Third-Party Account by contacting us using the contact information below or through your account settings (if applicable). We will attempt to delete any information stored on our servers that was obtained through such Third-Party Account, except the username and profile picture that become associated with your account.
11. THIRD-PARTY WEBSITES AND CONTENT
The Services may contain (or you may be sent via the Site) links to other websites ("Third-Party Websites") as well as articles, photographs, text, graphics, pictures, designs, music, sound, video, information, applications, software, and other content or items belonging to or originating from third parties ("Third-Party Content"). Such Third-Party Websites and Third-Party Content are not investigated, monitored, or checked for accuracy, appropriateness, or completeness by us, and we are not responsible for any Third-Party Websites accessed through the Services or any Third-Party Content posted on, available through, or installed from the Services, including the content, accuracy, offensiveness, opinions, reliability, privacy practices, or other policies of or contained in the Third-Party Websites or the Third-Party Content. Inclusion of, linking to, or permitting the use or installation of any Third-Party Websites or any Third-Party Content does not imply approval or endorsement thereof by us. If you decide to leave the Services and access the Third-Party Websites or to use or install any Third-Party Content, you do so at your own risk, and you should be aware these Legal Terms no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any website to which you navigate from the Services or relating to any applications you use or install from the Services. Any purchases you make through Third-Party Websites will be through other websites and from other companies, and we take no responsibility whatsoever in relation to such purchases which are exclusively between you and the applicable third party. You agree and acknowledge that we do not endorse the products or services offered on Third-Party Websites and you shall hold us blameless from any harm caused by your purchase of such products or services. Additionally, you shall hold us blameless from any losses sustained by you or harm caused to you relating to or resulting in any way from any Third-Party Content or any contact with Third-Party Websites.
12. SERVICES MANAGEMENT
We reserve the right, but not the obligation, to: (1) monitor the Services for violations of these Legal Terms; (2) take appropriate legal action against anyone who, in our sole discretion, violates the law or these Legal Terms, including without limitation, reporting such user to law enforcement authorities; (3) in our sole discretion and without limitation, refuse, restrict access to, limit the availability of, or disable (to the extent technologically feasible) any of your Contributions or any portion thereof; (4) in our sole discretion and without limitation, notice, or liability, to remove from the Services or otherwise disable all files and content that are excessive in size or are in any way burdensome to our systems; and (5) otherwise manage the Services in a manner designed to protect our rights and property and to facilitate the proper functioning of the Services.
13. PRIVACY POLICY
We care about data privacy and security. Please review our Privacy Policy: https://theo.site/privacy-policy. By using the Services, you agree to be bound by our Privacy Policy, which is incorporated into these Legal Terms. Please be advised the Services are hosted in the United States. If you access the Services 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 Services, 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.
14. 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 Services 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 Services 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 Services are covered by the Notification, a representative list of such works on the Services; (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 at which the complaining party may be contacted; (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 upon.
Counter Notification
If you believe your own copyrighted material has been removed from the Services as a result of a mistake or misidentification, you may submit a written counter notification to our Designated Copyright Agent using the contact information provided below (a "Counter Notification"). To be an effective Counter Notification under the DMCA, 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 of the material to be removed or disabled; and (6) your physical or electronic signature.
If you send us a valid, written Counter Notification meeting the requirements described 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 related to the material in question. Please note that if you materially misrepresent that the disabled or removed content was removed by mistake or misidentification, you may be liable for damages, including costs and attorney's fees. Filing a false Counter Notification constitutes perjury.
Designated Copyright Agent
Miles Pines
Attn: Copyright Agent
169 Madison Avenue
STE 61955
New York, NY 10016
United States
15. TERM AND TERMINATION
These Legal Terms shall remain in full force and effect while you use the Services. WITHOUT LIMITING ANY OTHER PROVISION OF THESE LEGAL TERMS, WE RESERVE THE RIGHT TO, IN OUR SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY, DENY ACCESS TO AND USE OF THE SERVICES (INCLUDING BLOCKING CERTAIN IP ADDRESSES), TO ANY PERSON FOR ANY REASON OR FOR NO REASON, INCLUDING WITHOUT LIMITATION FOR BREACH OF ANY REPRESENTATION, WARRANTY, OR COVENANT CONTAINED IN THESE LEGAL TERMS OR OF ANY APPLICABLE LAW OR REGULATION. WE MAY TERMINATE YOUR USE OR PARTICIPATION IN THE SERVICES OR DELETE YOUR ACCOUNT AND ANY CONTENT OR INFORMATION THAT YOU POSTED AT ANY TIME, WITHOUT WARNING, IN OUR SOLE DISCRETION; PROVIDED, HOWEVER, THAT WHERE A SUBSCRIPTION ENDS BY CANCELLATION OR NON-PAYMENT (RATHER THAN TERMINATION FOR BREACH), DELETION OF YOUR WEBSITE'S FILES SHALL BE SUBJECT TO THE POST-CANCELLATION RETENTION PROVISIONS SET FORTH IN SECTION 6 (SUBSCRIPTIONS).
If we terminate or suspend your account for any reason, you are prohibited from registering and creating a new account under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party. In addition to terminating or suspending your account, we reserve the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress.
16. MODIFICATIONS AND INTERRUPTIONS
We reserve the right to change, modify, or remove the contents of the Services at any time or for any reason at our sole discretion without notice. However, we have no obligation to update any information on our Services. We will not be liable to you or any third party for any modification, price change, suspension, or discontinuance of the Services.
We cannot guarantee the Services will be available at all times. We may experience hardware, software, or other problems or need to perform maintenance related to the Services, resulting in interruptions, delays, or errors. We reserve the right to change, revise, update, suspend, discontinue, or otherwise modify the Services at any time or for any reason without notice to you. You agree that we have no liability whatsoever for any loss, damage, or inconvenience caused by your inability to access or use the Services during any downtime or discontinuance of the Services. Nothing in these Legal Terms will be construed to obligate us to maintain and support the Services or to supply any corrections, updates, or releases in connection therewith.
17. GOVERNING LAW
These Legal Terms and your use of the Services are governed by and construed in accordance with the laws of the State of Delaware applicable to agreements made and to be entirely performed within the State of Delaware, without regard to its conflict of law principles.
18. DISPUTE RESOLUTION
Informal Negotiations
To expedite resolution and control the cost of any dispute, controversy, or claim related to these Legal 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 provided below) informally for at least thirty (30) days before initiating arbitration. Such informal negotiations commence upon written notice from one Party to the other Party.
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 American Arbitration Association (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. If such costs are determined by the arbitrator to be excessive, we will pay all arbitration fees and expenses. 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 United States, Delaware. 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 United States, Delaware, 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 Legal Terms.
In no event shall any Dispute brought by either Party related in any way to the Services 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 for jurisdiction above, and the Parties agree to submit to the personal jurisdiction of that court.
Restrictions
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. 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 for jurisdiction above, and the Parties agree to submit to the personal jurisdiction of that court.
19. CORRECTIONS
There may be information on the Services that contains typographical errors, inaccuracies, or omissions, including descriptions, pricing, availability, and various other information. We reserve the right to correct any errors, inaccuracies, or omissions and to change or update the information on the Services at any time, without prior notice.
20. DISCLAIMER
THE SERVICES ARE PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS. YOU AGREE THAT YOUR USE OF THE SERVICES WILL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SERVICES AND YOUR USE THEREOF, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE SERVICES' CONTENT OR THE CONTENT OF ANY WEBSITES OR MOBILE APPLICATIONS LINKED TO THE SERVICES AND 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 SERVICES, (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 SERVICES, (5) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE SERVICES BY ANY THIRD PARTY, AND/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 SERVICES. WE DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SERVICES, ANY HYPERLINKED WEBSITE, OR ANY WEBSITE OR MOBILE APPLICATION FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND WE WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND ANY THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.
21. LIMITATIONS OF LIABILITY
IN NO EVENT WILL WE OR OUR DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT, LOST REVENUE, LOSS OF DATA, OR OTHER DAMAGES ARISING FROM YOUR USE OF THE SERVICES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 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 US 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.
22. INDEMNIFICATION
You agree to defend, indemnify, and hold us harmless, including our subsidiaries, affiliates, and all of our respective officers, agents, partners, and employees, from and against any loss, damage, liability, claim, or demand, including reasonable attorneys’ fees and expenses, made by any third party due to or arising out of: (1) your Contributions; (2) use of the Services; (3) breach of these Legal Terms; (4) any breach of your representations and warranties set forth in these Legal Terms; (5) your violation of the rights of a third party, including but not limited to intellectual property rights; or (6) any overt harmful act toward any other user of the Services with whom you connected via the Services. 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.
23. USER DATA
We will maintain certain data that you transmit to the Services for the purpose of managing the performance of the Services, as well as data relating to your use of the Services. 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 Services. 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 of such data. Where you use the online booking feature or a contact form on your website, Theo processes your clients' booking details and your website visitors' contact-form messages on your behalf and, as between you and Theo, is a processor of that data. This processing is governed by Theo's Data Processing Addendum, published at https://theo.site/data-processing-addendum, which is incorporated into these Legal Terms.
24. ELECTRONIC COMMUNICATIONS, TRANSACTIONS, AND SIGNATURES
Visiting the Services, 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 Services, 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 SERVICES. 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.
25. 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.
26. MISCELLANEOUS
These Legal Terms and any policies or operating rules posted by us on the Services or in respect to the Services constitute the entire agreement and understanding between you and us. Our failure to exercise or enforce any right or provision of these Legal Terms shall not operate as a waiver of such right or provision. These Legal 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 Legal Terms is determined to be unlawful, void, or unenforceable, that provision or part of the provision is deemed severable from these Legal 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 Legal Terms or use of the Services. You agree that these Legal 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 Legal Terms and the lack of signing by the parties hereto to execute these Legal Terms.
27. CONTACT US
In order to resolve a complaint regarding the Services or to receive further information regarding use of the Services, please contact us at:
Finale Labs, Inc.
169 Madison Avenue
STE 61955
New York, NY 10016
United States
Phone: +19292241620
28. LIQUIDATED DAMAGES AND INJUNCTIVE RELIEF
Acknowledgment of Harm. You acknowledge and agree that any breach by you of the restrictions set forth in Section 2 (Intellectual Property Rights: Website Designs), Section 7 (Prohibited Activities), or any other provision of these Legal Terms relating to the unauthorized use, copying, scraping, reproduction, rehosting, or transfer of Website Designs or Content would cause Finale Labs, Inc. irreparable harm for which monetary damages alone would be an inadequate remedy, and for which the precise amount of actual damages would be difficult or impossible to ascertain. For the avoidance of doubt, the liquidated damages and injunctive relief provisions of this Section 28 are directed at Agency Account holders and unauthorized third parties, and shall not apply to End-User Account holders exercising their rights to export and rehost their own Website Designs as expressly permitted under Section 2 and Section 7 of these Legal Terms, provided that such End-User Account holders are not acting in contravention of the Anti-Circumvention provisions of Section 2. This exclusion applies only where the End-User Account is registered to, and paid for directly by, the business or organization the website is about; any End-User Account holder that does not satisfy this condition, or whose account is reclassified as an Agency Account under the Anti-Circumvention provisions of Section 2, shall be subject to the full liquidated damages and injunctive relief provisions of this Section 28.
Injunctive Relief. Accordingly, in the event of any actual or threatened breach of such provisions, the Company shall be entitled to seek immediate injunctive and other equitable relief from any court of competent jurisdiction, without the requirement to post bond or other security, and without the necessity of proving actual damages. The Company's right to seek injunctive relief shall be in addition to, and not in lieu of, any other rights and remedies available to the Company at law or in equity. For the avoidance of doubt, claims for injunctive relief are expressly excluded from the arbitration and informal dispute resolution requirements of Section 18 of these Legal Terms, consistent with the exceptions set forth therein.
Liquidated Damages. You further agree that, in the event of a breach or threatened breach of Section 2 (Website Designs: Agency Accounts), Section 2 (Post-Cancellation Restrictions for Agency Accounts), or Section 7 (Prohibited Activities: scraping and unauthorized copying or reuse of Website Designs) by an Agency Account holder or any unauthorized third party, the Company shall be entitled to liquidated damages as follows, which the Parties agree represent a reasonable pre-estimate of the harm suffered and are not a penalty. For the avoidance of doubt, the following liquidated damages provisions do not apply to End-User Account holders acting within the scope of their rights under these Legal Terms:
(a) Unauthorized Rehosting or Reuse of Website Designs: For each Website Design that is used, hosted, displayed, or deployed in violation of these Legal Terms (including without limitation any rehosting on a competing platform or use for third-party client purposes without a commercial license), liquidated damages in the amount of five (5) times the then-current monthly fee for the Company's Agent plan (which, as of the date of these Legal Terms, is two thousand US dollars ($2,000) per month, yielding a current liquidated damages amount of ten thousand US dollars ($10,000)), per Website Design per month (or part thereof) for so long as the violation continues;
(b) Scraping or Unauthorized Copying: For each instance of scraping, crawling, or otherwise copying the rendered output of any Theo-hosted website in violation of Section 7 of these Legal Terms, liquidated damages in the amount of five (5) times the then-current monthly fee for the Company's Agent plan (which, as of the date of these Legal Terms, is two thousand US dollars ($2,000) per month, yielding a current liquidated damages amount of ten thousand US dollars ($10,000)), per website scraped or copied;
(c) Breach of Post-Cancellation Restrictions: For each month (or part thereof) during which an Agency Account holder remains in breach of the twelve (12) month post-cancellation restriction set forth in Section 2, liquidated damages in the amount of five (5) times the then-current monthly fee for the Company's Agent plan (which, as of the date of these Legal Terms, is two thousand US dollars ($2,000) per month, yielding a current liquidated damages amount of ten thousand US dollars ($10,000)), per month per Website Design affected.
The foregoing liquidated damages amounts shall be cumulative and shall not limit the Company's right to seek injunctive or other equitable relief, nor shall they constitute a cap on the Company's total recoverable damages where the Company elects to prove actual damages in lieu of liquidated damages.
Attorneys' Fees. In any action to enforce the provisions of this Section, the prevailing party shall be entitled to recover its reasonable attorneys' fees and costs from the non-prevailing party.
10. CONNECTED ACCOUNTS