Terms of Service Template

Created October 18, 2026 · Updated October 18, 2026

TERMS OF SERVICE

Effective Date: [Effective Date]

These Terms of Service (the "Terms") constitute a legally binding agreement by and between [Company Legal Name], a [State of Incorporation] [entity type] with its principal place of business located at [Company Address] (hereinafter referred to as the "Company," "we," "us," or "our"), and you, the individual natural person accessing, browsing, downloading, installing, registering for, or otherwise using the website located at [Website URL] and/or the mobile application known as [Mobile Application Name] (collectively, the "Service"), together with any content, features, tools, and functionality made available thereby (hereinafter referred to as the "User," "you," or "your").

WHEREAS, the Company owns, operates, maintains, and makes available to the public the Service as a provider of online content, functionality, and related offerings;

WHEREAS, the User desires to access and make use of the Service upon and subject to the terms, conditions, limitations, disclaimers, and provisions set forth herein;

WHEREAS, the Company is willing to permit such access and use solely upon the User's unconditional acceptance of and ongoing compliance with these Terms;

NOW, THEREFORE, in consideration of the mutual covenants, promises, representations, and undertakings hereinafter set forth, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows.

  1. Acceptance of Terms

    1. By accessing, browsing, downloading, installing, registering for, or otherwise using the Service in any manner whatsoever, you expressly acknowledge, represent, warrant, and agree that you have read, understood, and consented to be bound by these Terms in their entirety, together with any and all policies, guidelines, and supplemental terms expressly incorporated herein by reference, including without limitation the Privacy Policy referenced below.

    2. Your acceptance of these Terms shall be effective irrespective of whether such acceptance is manifested by affirmative action, such as clicking an "I Agree" or similar button, by creating an account, or by any continued use of the Service following the Effective Date hereof.

    3. If you do not agree to be bound by each and every provision of these Terms, you are hereby expressly prohibited from accessing or using the Service in any manner, and you must immediately cease all such access and use, uninstall any copies of the mobile application in your possession or control, and refrain from any further engagement with the Service.

    4. These Terms, together with any additional terms, policies, or agreements expressly referenced or incorporated herein, constitute the sole and entire agreement between you and the Company with respect to the subject matter hereof, and supersede all prior or contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter.

    5. If you are accessing or using the Service on behalf of a business, organization, or other legal entity, you represent and warrant that you possess the full right, power, and authority to bind such entity to these Terms, in which case the terms "you" and "your" shall refer jointly and severally to both you individually and such entity.

    6. The Company reserves the right, at its sole and absolute discretion, to refuse, deny, or revoke access to the Service to any person for any lawful reason, including, without limitation, violation of these Terms.

    7. Your continued access to or use of the Service following the posting of any modification, amendment, or revision to these Terms shall constitute your binding acceptance of such modifications.

  2. Eligibility and Age Restriction

    1. The Service is strictly intended for, and may be accessed and used solely by, natural persons who are eighteen (18) years of age or older, or the age of majority in their respective jurisdiction of residence, whichever is greater. By accessing or using the Service, you expressly represent and warrant that you satisfy this age requirement.

    2. The Service is not directed to, intended for, nor designed for use by any individual under the age of eighteen (18), and the Company does not knowingly collect, solicit, or maintain personal information from any such individual. Any individual under the age of eighteen (18) is strictly prohibited from accessing, registering for, or using the Service in any manner whatsoever.

    3. You further represent and warrant that you possess the full legal capacity, right, authority, and ability to enter into these Terms and to abide by and perform each and every one of your obligations hereunder, and that you are not barred or otherwise legally prohibited from accessing or using the Service under the laws of any applicable jurisdiction.

    4. You represent and warrant that you are not located in, under the control of, or a national or resident of any country or jurisdiction to which the United States has embargoed goods or services, and that you are not identified on any list maintained by the United States government of persons prohibited from receiving exports or services.

    5. In the event that the Company becomes aware, or has reasonable grounds to believe, that any User has misrepresented their age or does not satisfy the eligibility requirements set forth herein, the Company reserves the right, at its sole discretion and without prior notice, to immediately suspend or terminate such User's account and access to the Service, and to delete all associated data.

    6. You agree to promptly notify the Company at [Contact Email] if you become aware of any unauthorized use of the Service by a minor or any other person who does not satisfy the eligibility criteria established hereunder.

  3. Modifications to the Terms

    1. The Company expressly reserves the right, at its sole and absolute discretion, to modify, amend, supplement, revise, restate, or replace any or all provisions of these Terms at any time and from time to time, with or without prior notice to you, by posting the modified Terms within the Service or by any other means reasonably calculated to provide notice.

    2. The date of the most recent revision shall be indicated at the top of these Terms as the "Effective Date." You are responsible for reviewing these Terms periodically to remain informed of any such modifications.

    3. Unless otherwise expressly indicated by the Company, any such modifications shall become effective immediately upon posting, and your continued access to or use of the Service following the posting of modified Terms shall constitute your binding, irrevocable, and unconditional acceptance of such modifications in their entirety.

    4. If any modification is unacceptable to you, your sole and exclusive remedy shall be to immediately cease all access to and use of the Service and, if applicable, to cancel your account in accordance with the procedures set forth herein.

    5. The Company shall likewise retain the right, at its sole discretion, to modify, suspend, discontinue, or terminate, temporarily or permanently, the Service, or any feature, functionality, or component thereof, in whole or in part, at any time, with or without notice to you, and without liability of any kind to you or any third party arising from such modification, suspension, discontinuance, or termination.

    6. No oral or written statement, representation, or communication by any employee, agent, or representative of the Company shall operate to modify, waive, or supersede any provision of these Terms, which may be modified solely in accordance with this section.

    7. Notwithstanding the foregoing, any material modification to the dispute resolution provisions set forth herein shall apply only prospectively to disputes arising after the effective date of such modification, unless otherwise required by applicable law.

  4. User Accounts and Registration

    1. In order to access certain features, functionality, or portions of the Service, you may be required to register for and maintain an active user account (an "Account"). You agree to provide accurate, current, complete, and truthful information during the registration process and to promptly update such information as necessary to maintain its accuracy, currency, completeness, and truthfulness at all times.

    2. You are solely and exclusively responsible for maintaining the confidentiality and security of your Account credentials, including, without limitation, your username, password, authentication tokens, and any other security information. You expressly agree not to disclose such credentials to any third party and to take all reasonable precautions to prevent unauthorized access to or use of your Account.

    3. You are fully, solely, and exclusively responsible and liable for any and all activities, transactions, communications, and conduct that occur under or through your Account, whether or not such activities are authorized by you, and the Company shall have no liability of any kind arising from or in connection with any such activities.

    4. You agree to immediately notify the Company at [Contact Email] of any actual or suspected unauthorized access to or use of your Account, any breach or compromise of your Account credentials, or any other breach of security of which you become aware.

    5. The Company reserves the right, at its sole and absolute discretion and without liability of any kind, to refuse registration, to reclaim or require the change of any username, to suspend, restrict, or terminate any Account, and to delete any Account or any content associated therewith, for any reason or no reason, including, without limitation, upon any suspected violation of these Terms.

    6. You may not create or maintain more than one (1) Account without the Company's prior express written consent, nor may you create an Account using the identity or information of another person, a fictitious identity, or any automated means.

    7. You may not sell, transfer, assign, license, sublicense, lease, rent, or otherwise convey your Account or any rights therein to any third party without the Company's prior express written consent.

  5. Access and License to the Service

    1. Subject to your continuing compliance with each and every provision of these Terms, the Company hereby grants to you a limited, personal, non-exclusive, non-transferable, non-sublicensable, non-assignable, revocable license to access and use the Service solely for your personal, non-commercial purposes, strictly in accordance with these Terms.

    2. With respect to the mobile application component of the Service, the Company hereby grants you a limited license to download, install, and use one (1) copy of the mobile application on a mobile device that you own or control, solely for the purposes contemplated herein.

    3. All rights not expressly granted to you under these Terms are hereby expressly reserved by the Company, its licensors, and its suppliers, and no license, right, title, or interest in or to the Service, or any content, software, data, or materials made available therein, is transferred or conveyed to you under these Terms, by implication, estoppel, or otherwise.

    4. You expressly acknowledge and agree that the license granted hereunder may be revoked, suspended, limited, or terminated by the Company at any time, in its sole and absolute discretion, with or without cause and with or without notice to you, and that upon any such revocation, suspension, limitation, or termination, you shall immediately cease all access to and use of the Service.

    5. The Service, and all content and materials made available therein, is licensed and not sold to you, and you acquire no ownership rights of any kind in or to the Service or any such content or materials.

    6. The Company reserves the right to impose limits on access to or use of the Service, including, without limitation, limits on the number of permitted connections, data usage, storage, or features, and to charge fees for access to premium or enhanced features in accordance with these Terms.

  6. Acceptable Use and Prohibited Conduct

    1. You expressly agree that you shall not, and shall not permit, authorize, encourage, or enable any third party to, directly or indirectly, use the Service in any manner that violates any applicable law, statute, ordinance, regulation, or governmental order, or that infringes, misappropriates, or violates the intellectual property, privacy, publicity, contractual, or other rights of any person or entity.

    2. Without limiting the generality of the foregoing, you shall not: (i) upload, post, transmit, submit, or otherwise make available any content that is unlawful, harmful, threatening, abusive, harassing, defamatory, libelous, obscene, pornographic, vulgar, hateful, racially, ethnically, or otherwise objectionable; (ii) impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with any person or entity; (iii) harvest, collect, or store personal data of other Users without their express consent.

    3. You shall not use the Service to transmit, distribute, upload, post, or introduce any viruses, worms, Trojan horses, time bombs, logic bombs, spyware, malware, or any other computer code, files, or programs designed or intended to interrupt, destroy, damage, or limit the functionality of any software, hardware, or telecommunications equipment.

    4. You shall not attempt to probe, scan, penetrate, test the vulnerability of, or breach the authentication measures of, the Service or any related networks or systems; attempt to gain unauthorized access to any portion of the Service, other Accounts, or any computer systems or networks connected to the Service; or interfere with or disrupt the operation of the Service.

    5. You shall not reverse engineer, decompile, disassemble, decrypt, or otherwise attempt to derive the source code, underlying ideas, algorithms, file formats, or non-public application programming interfaces of the Service, except to the extent such restriction is expressly prohibited by applicable law.

    6. You shall not use any robot, spider, scraper, data mining tool, automated means, or other similar means to access, index, scrape, or copy any content or data from the Service, or to create or compile any collection, compilation, database, or directory from or based upon the Service, without the Company's prior express written consent.

    7. You shall not use the Service for any commercial purpose, including, without limitation, advertising, solicitation, resale, competitive analysis, or benchmarking, without the Company's prior express written consent.

    8. The Company reserves the right, but assumes no obligation, to investigate any suspected violation of this section, and to take any action it deems appropriate, including, without limitation, suspending or terminating your Account, removing content, and cooperating with law enforcement authorities.

  7. User Content and License Grant

    1. The Service may, at the Company's discretion, permit you to upload, post, submit, transmit, or otherwise make available certain content, materials, data, text, images, or other information (collectively, "User Content"), subject to any limitations imposed by the Company from time to time regarding the type, format, size, and quantity of such User Content.

    2. You retain all ownership rights, title, and interest in and to your User Content, subject only to the license granted to the Company hereunder. The Company does not claim ownership of your User Content.

    3. By uploading, posting, submitting, transmitting, or otherwise making available any User Content through or in connection with the Service, you hereby grant to the Company and its affiliates, successors, and assigns a non-exclusive, worldwide, royalty-free, fully paid-up, perpetual, irrevocable, transferable, and sublicensable (through multiple tiers) license to use, host, store, cache, reproduce, publish, display, perform, distribute, transmit, modify, adapt, create derivative works of, and otherwise exploit such User Content, in whole or in part, in any and all media now known or hereafter developed, solely for the purpose of operating, providing, improving, and promoting the Service.

    4. You hereby represent and warrant that: (i) you own all right, title, and interest in and to your User Content, or possess all necessary rights, licenses, consents, permissions, and authorizations to grant the license set forth above; (ii) your User Content, and the Company's exploitation thereof as contemplated hereunder, does not and will not infringe, misappropriate, or violate the intellectual property, privacy, publicity, contractual, or other rights of any third party, nor violate any applicable law.

    5. You are solely and exclusively responsible for your User Content and for the consequences of posting, uploading, or otherwise making it available through the Service, and the Company shall have no responsibility or liability of any kind for any User Content.

    6. The Company reserves the right, but shall have no obligation, at its sole and absolute discretion, to monitor, review, screen, edit, modify, refuse, remove, delete, or disable access to any User Content, in whole or in part, at any time and for any reason or no reason, with or without notice to you.

    7. You acknowledge and agree that the Company is not obligated to store, maintain, back up, or provide you with copies of any User Content, and that you are solely responsible for maintaining your own backup copies of any User Content.

    8. To the fullest extent permitted by applicable law, you hereby irrevocably waive, and agree not to assert, any and all moral rights, droit moral, or similar rights that you may have in or to your User Content against the Company, its affiliates, licensees, successors, and assigns.

  8. Intellectual Property Rights

    1. The Service, including, without limitation, all content, materials, software, source code, object code, text, images, graphics, logos, trademarks, service marks, trade dress, trade names, designs, audio, video, data, databases, user interfaces, visual interfaces, information, documentation, and the selection, coordination, arrangement, and enhancement thereof (collectively, the "Company Materials"), is owned by the Company, its affiliates, licensors, or suppliers, and is protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.

    2. Except for the limited license expressly granted to you under these Terms, no right, title, license, or interest, whether express, implied, by estoppel, or otherwise, is granted or transferred to you in or to the Company Materials or any portion thereof.

    3. You shall not copy, reproduce, modify, adapt, translate, create derivative works from, distribute, publicly display, publicly perform, publish, transmit, license, sublicense, sell, rent, lease, lend, assign, or otherwise exploit any Company Materials, in whole or in part, except as expressly permitted hereunder.

    4. The trademarks, service marks, trade names, logos, and trade dress used in or displayed on the Service, including, without limitation, [Company Name/Trademark], are the registered or unregistered trademarks of the Company or its licensors, and no right, license, or interest therein is granted to you under these Terms.

    5. You shall not remove, obscure, alter, or deface any copyright, trademark, service mark, patent, or other proprietary rights notices affixed to or contained within the Service or any Company Materials.

    6. If you believe that any content made available through the Service infringes your copyright or other intellectual property rights, you may submit a written notice to the Company's designated agent at [Copyright Agent Contact], setting forth the information required by applicable law.

    7. The Company reserves the right, in appropriate circumstances and at its sole discretion, to terminate the Accounts of Users who are determined to be repeat infringers of the intellectual property rights of others.

  9. Fees, Subscriptions, and Payment Terms

    1. Certain features, functionality, or portions of the Service may be made available on a paid, subscription, or purchase basis (collectively, "Paid Features"). The specific Paid Features, applicable fees, billing cycles, and payment terms shall be as set forth within the Service at the time of purchase or subscription (collectively, the "Fees").

    2. By purchasing or subscribing to any Paid Features, you expressly agree to pay all applicable Fees in accordance with the pricing, billing, and payment terms then in effect, together with all applicable taxes, duties, levies, and governmental charges, which shall be your sole responsibility.

    3. You hereby authorize the Company, or its designated third-party payment processor, to charge your designated payment method for all applicable Fees as they become due. You represent and warrant that you are the lawful holder of, and are authorized to use, the payment method provided, and you agree to maintain accurate, current, and complete payment information at all times.

    4. Subscriptions, if applicable, shall automatically renew for successive billing periods of equal duration at the then-current renewal rate, unless and until canceled by you prior to the end of the then-current billing period in accordance with the cancellation procedures made available within the Service. You acknowledge and agree that renewal Fees may differ from initial Fees.

    5. Except as expressly required by applicable law or otherwise expressly provided by the Company in writing, all Fees are non-refundable, non-cancellable, and non-creditable, and no refunds or credits shall be issued for partial subscription periods, unused Paid Features, or any other reason.

    6. The Company reserves the right, at its sole discretion, to modify, add, or remove Paid Features, change its Fees, introduce new charges, or discontinue any Paid Features at any time, upon notice posted within the Service or otherwise provided to you, with such changes to become effective at the commencement of the next billing cycle.

    7. In the event of any failure to timely pay any Fees, the Company reserves the right, without prejudice to any other remedies available, to suspend or terminate your access to the Paid Features or the Service in whole, to charge interest on past-due amounts at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by applicable law, and to recover all costs of collection, including reasonable attorneys' fees.

    8. You shall be solely responsible for any and all fees, charges, or expenses imposed by third parties, including, without limitation, mobile carriers, internet service providers, and application marketplaces, in connection with your access to or use of the Service.

  10. Third-Party Services and Links

    1. The Service may contain, display, incorporate, or otherwise make available content, products, services, applications, features, functionality, hyperlinks, or other materials provided by third parties (collectively, "Third-Party Services"), including, without limitation, through hyperlinks to external websites, integrations with third-party platforms, or embedded third-party content.

    2. The Company does not own, operate, control, endorse, sponsor, recommend, warrant, or assume any responsibility for any Third-Party Services, and the inclusion of any Third-Party Services within the Service does not imply any affiliation, association, authorization, endorsement, or sponsorship by the Company.

    3. Your access to or use of any Third-Party Services is at your own and sole risk, and is governed exclusively by the terms, conditions, policies, and practices of the applicable third-party provider, and not by these Terms. You are responsible for reviewing and complying with such third-party terms and policies.

    4. The Company expressly disclaims any and all responsibility, liability, warranty, and representation of any kind, express or implied, arising from or in connection with any Third-Party Services, including, without limitation, as to their availability, quality, accuracy, legality, suitability, security, or non-infringement.

    5. You acknowledge and agree that the Company shall not be liable, directly or indirectly, for any damage, loss, cost, expense, or liability caused or alleged to be caused by or in connection with your access to, use of, reliance upon, or inability to access or use any Third-Party Services.

    6. The Company reserves the right, at its sole discretion and without liability, to disable, remove, or restrict access to any Third-Party Services at any time, with or without notice to you.

    7. If you access the Service through a third-party application marketplace (such as the Apple App Store or Google Play), you acknowledge that these Terms are concluded between you and the Company only, and not with such marketplace, and that such marketplace is not responsible for the Service or its content.

  11. Privacy

    1. Your privacy is important to the Company. The Company's collection, use, storage, processing, disclosure, and protection of personal information from or about you in connection with your access to or use of the Service is governed by the Company's Privacy Policy, available at [Privacy Policy URL], which is hereby incorporated into these Terms by reference and made a part hereof.

    2. By accessing or using the Service, you expressly acknowledge, consent to, and agree to the collection, use, storage, processing, disclosure, and protection of your information as described in the Privacy Policy.

    3. You are solely and exclusively responsible for maintaining appropriate security measures with respect to any devices, networks, and systems used to access the Service, and for safeguarding any personal information or data under your control.

    4. The Company may, from time to time, modify, amend, or revise its Privacy Policy, and any such modifications shall become effective in accordance with the terms of the Privacy Policy itself.

    5. To the extent that you provide personal information of any third party to the Company through the Service, you represent and warrant that you have obtained all necessary consents, permissions, and authorizations required by applicable law to do so.

  12. Disclaimers of Warranties

    1. THE SERVICE, INCLUDING, WITHOUT LIMITATION, ALL CONTENT, MATERIALS, FEATURES, FUNCTIONALITY, PRODUCTS, SERVICES, SOFTWARE, AND INFORMATION MADE AVAILABLE THEREIN, IS PROVIDED TO YOU ON A STRICTLY "AS IS," "AS AVAILABLE," AND "WITH ALL FAULTS" BASIS, WITHOUT ANY REPRESENTATIONS, WARRANTIES, GUARANTEES, OR CONDITIONS OF ANY KIND WHATSOEVER, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE.

    2. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY, ITS AFFILIATES, LICENSORS, SUPPLIERS, AND SERVICE PROVIDERS HEREBY EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND CONDITIONS, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT, ACCURACY, SYSTEM INTEGRATION, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE.

    3. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE COMPANY MAKES NO REPRESENTATION, WARRANTY, OR GUARANTEE THAT: (i) THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS; (ii) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (iii) THE RESULTS OBTAINED FROM USE OF THE SERVICE WILL BE ACCURATE, RELIABLE, OR COMPLETE; (iv) ANY ERRORS, DEFECTS, OR DEFICIENCIES IN THE SERVICE WILL BE CORRECTED; OR (v) THE SERVICE OR ANY SERVER THAT MAKES IT AVAILABLE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

    4. ANY MATERIAL, CONTENT, OR DATA DOWNLOADED, OBTAINED, OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DONE AT YOUR OWN AND SOLE DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR DEVICE, LOSS OF DATA, OR OTHER HARM THAT RESULTS FROM THE DOWNLOAD OR USE OF ANY SUCH MATERIAL, CONTENT, OR DATA.

    5. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE COMPANY OR THROUGH OR FROM THE SERVICE SHALL CREATE ANY WARRANTY, REPRESENTATION, OR GUARANTEE NOT EXPRESSLY STATED IN THESE TERMS.

    6. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR CONDITIONS, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. IN SUCH JURISDICTIONS, THE DISCLAIMERS HEREIN SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

  13. Limitation of Liability

    1. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE COMPANY, ITS AFFILIATES, LICENSORS, SUPPLIERS, SERVICE PROVIDERS, OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SHAREHOLDERS, OR REPRESENTATIVES (COLLECTIVELY, THE "COMPANY PARTIES") BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, OR ENHANCED DAMAGES OF ANY KIND WHATSOEVER.

    2. WITHOUT LIMITING THE FOREGOING, THE COMPANY PARTIES SHALL NOT BE LIABLE FOR ANY DAMAGES ARISING OUT OF OR RELATING TO: (i) LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, OR ANTICIPATED SAVINGS; (ii) LOSS OF USE, DATA, OR CONTENT; (iii) BUSINESS INTERRUPTION; (iv) COST OF SUBSTITUTE GOODS OR SERVICES; OR (v) ANY OTHER INTANGIBLE LOSSES, WHETHER OR NOT THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF THE LEGAL OR EQUITABLE THEORY ON WHICH SUCH CLAIM IS BASED.

    3. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE AGGREGATE LIABILITY OF THE COMPANY PARTIES TO YOU FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, SHALL NOT EXCEED THE GREATER OF: (i) THE TOTAL AMOUNT OF FEES, IF ANY, ACTUALLY PAID BY YOU TO THE COMPANY FOR ACCESS TO AND USE OF THE SERVICE DURING THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (ii) ONE HUNDRED UNITED STATES DOLLARS (US$100.00).

    4. THE LIMITATIONS SET FORTH IN THIS SECTION SHALL APPLY REGARDLESS OF WHETHER ANY LIMITED REMEDY HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE, AND SHALL SURVIVE ANY TERMINATION OR EXPIRATION OF THESE TERMS.

    5. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT THE DISCLAIMERS OF WARRANTIES AND LIMITATIONS OF LIABILITY SET FORTH HEREIN CONSTITUTE A MATERIAL AND INTEGRAL PART OF THE CONSIDERATION FOR THE COMPANY'S OFFERING OF THE SERVICE TO YOU, AND THAT, ABSENT SUCH DISCLAIMERS AND LIMITATIONS, THE COMPANY WOULD NOT MAKE THE SERVICE AVAILABLE TO YOU.

    6. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO SOME OF THE ABOVE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU. IN SUCH JURISDICTIONS, THE LIABILITY OF THE COMPANY PARTIES SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

  14. Indemnification

    1. You hereby agree, at your own and sole cost and expense, to defend, indemnify, and hold harmless the Company and the Company Parties from and against any and all claims, demands, actions, suits, proceedings, investigations, liabilities, obligations, losses, damages, judgments, settlements, awards, fines, penalties, costs, and expenses of every kind and nature, including, without limitation, reasonable attorneys' fees, court costs, and expert witness fees (collectively, "Losses"), arising out of or relating to: (i) your access to or use of the Service; (ii) your User Content; (iii) your breach or alleged breach of these Terms; (iv) your violation of any applicable law, rule, or regulation; or (v) your violation of any right of any third party.

    2. The Company reserves the right, at its own expense and in its sole discretion, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you hereunder, in which event you shall fully cooperate with the Company in asserting any available defenses.

    3. You shall not settle, compromise, or otherwise resolve any claim subject to indemnification hereunder without the prior express written consent of the Company, which consent may be withheld in the Company's sole discretion.

    4. Your obligations under this section shall survive the termination or expiration of these Terms and your cessation of use of the Service, and shall apply regardless of whether such Losses arise from your acts, omissions, negligence, or willful misconduct, or from those of any person using your Account.

    5. The Company shall provide you with reasonable notice of any claim subject to indemnification; provided, however, that the failure to provide such notice shall not relieve you of your obligations hereunder except to the extent that such failure materially prejudices your ability to defend such claim.

  15. Term, Suspension, and Termination

    1. These Terms shall commence on the date on which you first access or use the Service and shall continue in full force and effect for so long as you continue to access or use the Service, unless and until terminated earlier in accordance with the provisions hereof.

    2. The Company reserves the right, in its sole and absolute discretion, at any time and for any reason or no reason, with or without notice, and without liability of any kind to you or any third party, to suspend, restrict, limit, or terminate your access to the Service, your Account, or any part thereof, in whole or in part, including, without limitation, in the event of any actual, suspected, or alleged violation of these Terms.

    3. You may terminate these Terms at any time by ceasing all use of the Service and, if applicable, by canceling your Account in accordance with the procedures made available within the Service. Termination by you shall not entitle you to any refund of Fees previously paid, except as expressly required by applicable law.

    4. Upon any termination or expiration of these Terms, for any reason: (i) all rights and licenses granted to you hereunder shall immediately cease and terminate; (ii) you shall immediately cease all access to and use of the Service; and (iii) the Company may, at its sole discretion, delete or deactivate your Account and any associated data or User Content, with or without notice to you.

    5. The Company shall not be liable to you or any third party for any suspension, restriction, limitation, or termination of your access to the Service or your Account, or for the deletion of any data or User Content in connection therewith.

    6. All provisions of these Terms which by their nature are intended to survive termination or expiration, including, without limitation, provisions relating to User Content, intellectual property, disclaimers, limitation of liability, indemnification, governing law and dispute resolution, and miscellaneous provisions, shall so survive.

    7. The Company's rights and remedies set forth in this section are cumulative and in addition to, and not in lieu of, any other rights and remedies available to the Company at law, in equity, or under these Terms.

  16. Governing Law and Dispute Resolution

    1. These Terms, and any and all disputes, claims, controversies, or causes of action arising out of or relating to these Terms or the Service, whether in contract, tort, statute, or otherwise, shall be governed by, construed in accordance with, and enforced under the laws of the State of [Governing State], United States of America, without giving effect to any choice of law or conflict of law principles that would cause the application of the laws of any other jurisdiction.

    2. The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act are expressly excluded from and shall not apply to these Terms.

    3. In the event of any dispute, claim, controversy, or cause of action between you and the Company arising out of or relating to these Terms or the Service (a "Dispute"), the parties shall first attempt in good faith to resolve such Dispute through informal negotiation. The party asserting the Dispute shall provide the other party with written notice describing the nature and basis of the Dispute and the relief sought (a "Dispute Notice"), delivered to [Legal Notice Email] in the case of a notice to the Company.

    4. The parties shall engage in good faith informal negotiations for a period of not less than sixty (60) days from the date of delivery of the Dispute Notice before initiating any formal legal proceedings. Participation in such informal negotiation is a mandatory condition precedent to the commencement of any formal legal action.

    5. If the parties are unable to resolve the Dispute through informal negotiation within such sixty (60) day period, the Dispute shall be exclusively resolved by the state or federal courts of competent jurisdiction located in [County], [Governing State], United States of America, and you and the Company hereby irrevocably and unconditionally submit to the exclusive personal jurisdiction and venue of such courts, and waive any and all objections to such jurisdiction and venue.

    6. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU AND THE COMPANY EACH IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY AND ALL RIGHT TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE.

    7. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU AND THE COMPANY AGREE THAT ANY DISPUTE SHALL BE RESOLVED SOLELY ON AN INDIVIDUAL BASIS, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING.

    8. Any cause of action or claim arising out of or relating to these Terms or the Service must be commenced within one (1) year after the cause of action accrues, otherwise such cause of action or claim shall be permanently barred.

  17. Miscellaneous Provisions

    1. These Terms, together with the Privacy Policy and any other policies, guidelines, or supplemental terms expressly incorporated herein by reference, constitute the entire, final, and exclusive agreement between you and the Company with respect to the subject matter hereof, and supersede all prior and contemporaneous agreements, understandings, negotiations, representations, warranties, and communications, whether oral or written.

    2. The failure of the Company to exercise or enforce any right or provision of these Terms shall not operate as a waiver of such right or provision, nor shall any single or partial exercise of any right or remedy preclude any other or further exercise thereof or the exercise of any other right or remedy. No waiver of any provision hereof shall be effective unless in writing and signed by an authorized representative of the Company.

    3. If any provision of these Terms is held by a court of competent jurisdiction to be invalid, illegal, unenforceable, or void, in whole or in part, such provision shall be severed from these Terms, and the remaining provisions shall remain in full force and effect, and the invalid, illegal, unenforceable, or void provision shall be deemed modified to the minimum extent necessary to render it valid, legal, and enforceable while preserving the parties' original intent.

    4. You may not assign, transfer, delegate, or sublicense any of your rights or obligations under these Terms, by operation of law or otherwise, without the prior express written consent of the Company, and any purported assignment, transfer, delegation, or sublicense without such consent shall be null and void. The Company may freely assign, transfer, delegate, or sublicense any of its rights or obligations under these Terms, in whole or in part, without notice to or consent from you.

    5. The Company shall not be liable for any delay, failure, or interruption in the performance of its obligations hereunder arising from or caused by, directly or indirectly, any event, circumstance, or cause beyond its reasonable control, including, without limitation, acts of God, natural disasters, acts of war, terrorism, civil unrest, strikes, labor disputes, pandemics, epidemics, governmental actions, power failures, internet or telecommunications failures, or cyberattacks.

    6. All notices, requests, demands, and communications to the Company under these Terms shall be in writing and delivered to [Legal Notice Address] or [Legal Notice Email]. Notices to you may be delivered by posting within the Service, by email to the address associated with your Account, or by any other means reasonably calculated to provide notice. Notices shall be deemed effective upon delivery.

    7. Nothing in these Terms shall be construed to create any partnership, joint venture, employment, agency, franchise, or fiduciary relationship between you and the Company, and neither party shall have the authority to bind the other in any manner whatsoever.

    8. The headings and captions contained in these Terms are for convenience of reference only, and shall not be deemed to define, limit, or describe the scope or intent of any provision hereof. Any use of the words "including," "include," or "such as" shall be deemed to be followed by the words "without limitation."

    9. These Terms shall inure to the benefit of and be binding upon the parties and their respective permitted successors and assigns. Except as expressly provided herein, these Terms do not and are not intended to confer any rights or remedies upon any person other than the parties.

IN WITNESS WHEREOF, by accessing, downloading, installing, registering for, or otherwise using the Service, you hereby acknowledge that you have read, understood, and agree to be bound by these Terms of Service in their entirety.

Company: [Company Legal Name]

Address: [Company Address]

Email: [Contact Email]

Legal Notices: [Legal Notice Email]

Website: [Website URL]

Mobile Application: [Mobile Application Name]

Effective Date: [Effective Date]

User Acknowledgment:

By clicking "I Agree," creating an Account, or otherwise accessing or using the Service, you hereby manifest your assent to be bound by these Terms.

User Name: [User Full Name]

Date of Acceptance: [Date of Acceptance]

Email Address: [User Email Address]