This Subscription Agreement and Terms of Use (this “Agreement”) governs your (“Customer” or “you”) access to and use of the platform and services (collectively, “Services”) provided by Lightcraft Technology, Inc., a Delaware corporation (“Lightcraft”, “we”, “us”, or “our”). You are accepting this Agreement on behalf of a company or other legal entity you represent, and you represent and warrant that you have the authority to bind that company or other legal entity to this Agreement, and “Customer” or “you” shall refer to such company or other legal entity.

PLEASE READ THIS AGREEMENT CAREFULLY. BY CREATING AN ACCOUNT, CLICKING “I AGREE,” OR OTHERWISE ACCESSING OR USING THE SERVICES, YOU AGREE THAT THE COMPANY OR OTHER LEGAL ENTITY YOU REPRESENT WILL BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT WISH TO ACCEPT THIS AGREEMENT, PLEASE DO NOT CREATE AN ACCOUNT, CLICK “I AGREE,” OR OTHERWISE ACCESS OR USE THE SERVICES.

Your use of the Services is subject to the Lightcraft Privacy Policy for the Services available at https://lightcraft.pro/spark-privacy-policy.

You affirm that you are 18 years of age or older and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in this Agreement and to abide by and comply with this Agreement.

Lightcraft reserves the right to change, modify, add or remove portions of this Agreement (“Updates”) with thirty (30) days prior notice to you, and such Updates will be effective upon commencement of the next renewal of your Subscription (as defined below). We will provide notice of Updates to you via email to your registered address. Your continued use of the Services following the renewal of your Subscription will mean that you have accepted and agreed to the Updates. If you do not agree to an Update, your sole remedy is to cancel your Subscription and stop using the Services.

1. DEFINITIONS.

a. “Account” means the account created by Customer to access and use the Services.

b. “Customer Data” means any and all (i) electronic data and information that is inputted, submitted, uploaded, created on or stored in the Services by or on behalf of Customer; (ii) output generated by the Services as a result of the data and information input, submitted or uploaded to the Services by or on behalf of Customer, and (iii) data or information otherwise provided by Customer to the Services, including, without limitation, any text, graphics, interfaces, programs, computer code, images, music, audio, video, and works of authorship of any kind.

c. “Customer System” means Customer’s internal website(s), systems, servers and other equipment and software used in the conduct of its business.

d. “Documentation” means any user documentation made available to Customer by Lightcraft for use with the Services, including any documentation available online or otherwise, as may be updated by Lightcraft from time to time.

e. “Intellectual Property Rights” means all intellectual property rights or similar proprietary rights, including (i) patent rights and utility models, (ii) copyrights and database rights, (iii) trademarks, trade names, domain names and trade dress and the goodwill associated therewith, (iv) trade secrets, (v) mask works, and (vi) industrial design rights; in each case, including any registrations of, applications to register, and renewals and extensions of, any of the foregoing, in any jurisdiction in the world.

f. “Services” means (i) the Lightcraft Spark online platform that is owned, licensed, or otherwise controlled by Lightcraft, operated and hosted by or on behalf of Lightcraft, and made available on a Software-as-a-Service (“SaaS”) basis and (ii) all data, information, materials, content and services made available through such platform and for which Customer has purchased a subscription.

g. “Subscription” means the subscription plan selected by Customer, which governs Customer’s access to and use of the Services, including the applicable features, usage limits, and fees.

h. “Subscription Term” means the term of the Subscription during which Customer may access and use the Services.

2. SUBSCRIPTION SERVICES.

a. Subscription; Account Registration; Authorized Users. Subject to the terms and conditions of this Agreement, Customer may subscribe to the Services by creating an Account, selecting a Subscription and paying the applicable fees. To access and use the Services, Customer must create an Account by providing accurate and complete registration information, including a valid email address. Customer is responsible for maintaining the accuracy of its Account information and for all activity that occurs under its Account. Your Subscription provides access to the Services for one (1) named individual designated by Customer as the account owner, plus two (2) additional named individuals, each of whom may be either an employee of Customer or a third party collaborator outside of Customer’s organization, who may access Customer Data via the Services and use the Services solely for the benefit of Customer (collectively, the “Authorized Users”). Customer shall ensure that all Authorized Users comply with this Agreement and is responsible for all use of the Services by its Authorized Users. Customer may add additional Authorized Users by purchasing additional seats through its Account.

b. Access and Use. Subject to the terms and conditions of this Agreement, Lightcraft hereby grants to Customer, during the Subscription Term, a limited, non-exclusive, non-transferable right and license, without the right to sublicense, to permit the Authorized Users to access and use the Services in accordance with the Documentation, solely for the benefit of Customer and not for the benefit of any other person or entity, provided that, nothing in this Agreement prohibits Customer from commercially exploiting the output generated through authorized use of the Services and providing such output to third parties. Customer agrees that its Subscription is neither contingent on the delivery of any future functionality or features of the Services nor dependent on any oral or written public comments made by Lightcraft regarding future functionality or features. For the avoidance of doubt, Customer will not have the right to access or use the Services except for the access and use of Services as provided in this Section 2(b).

c. Restrictions. The rights granted to you under this Agreement are subject to the following restrictions. Customer shall not, directly or indirectly, and Customer shall not permit any third party, to (i) reverse engineer, decompile, disassemble or otherwise attempt to discover the object code, source code or underlying ideas or algorithms of the Services; (ii) modify, translate, or create derivative works based on any element of the Services or any Documentation; (iii) rent, lease, distribute, sell, resell, assign, or otherwise transfer its rights to use the Services; (iv) use the Services for timesharing purposes or otherwise for the benefit of any person or entity other than for the benefit of Customer, provided that, this restriction does not prohibit Customer from commercially exploiting the output generated through authorized use of the Services and providing such output to third parties; (v) remove any proprietary notices from the Services or Documentation; (vi) use the Services for any purpose other than its intended purpose; (vii) interfere with or disrupt the integrity or performance of the Services; or (viii) attempt to gain unauthorized access to the Services.

d. Modifications. Lightcraft reserves the right, at any time, to modify, suspend, or discontinue the Services or any part thereof with or without notice. In the future, Lightcraft may offer additional services, features and functionalities. You agree that Lightcraft will not be liable to you or to any third party for any modification, suspension, or discontinuance of the Services or any part thereof.

e. Suspension. Lightcraft may immediately suspend or terminate Customer’s access to the Services if Customer (i) engages in conduct that Lightcraft reasonably believes violates the Acceptable Use Policy set forth below, applicable law or the rights of third parties, (ii) uses the Services in a manner that could damage, disable, or impair the Services, or (iii) fails to pay any amounts due under this Agreement.

f. Hardware and Software. Customer is responsible for (i) obtaining, deploying and maintaining the Customer System, and all computer hardware, software, modems, routers and other communications equipment necessary for Customer to access and use the Services; (ii) contracting with a third party internet service provider, telecommunications providers and other service providers to access and use the Services; and (iii) paying all third party fees and access charges incurred in connection with the foregoing. Except as specifically set forth in this Agreement, Lightcraft shall not be responsible for supplying any hardware, software or other equipment to Customer under this Agreement.

3. PASSWORDS; SECURITY.

a. Passwords. Customer is responsible for maintaining the confidentiality of its user login and password. Customer is solely responsible for any and all access and use of the Services that occurs under Customer’s Account. Customer agrees to immediately notify Lightcraft of any unauthorized use of Customer’s Account and/or login and password or any other breach or attempted breach of security known to Customer. Lightcraft shall have no liability for any loss or damage arising from Customer’s failure to comply with the terms set forth in this Section.

b. Security. Lightcraft shall take and maintain commercially reasonable technical, administrative and organizational measures, intended to ensure a level of confidentiality and security appropriate to prevent unauthorized or unlawful processing of Customer Data and to protect against unauthorized access to any Customer Data stored by Lightcraft on the Services in connection with the operation of the Services. Lightcraft will exercise reasonable efforts to deploy corrections within the Services for security breaches made known to Lightcraft. Customer shall not circumvent or otherwise interfere with any user authentication or security of the Services.

c. No Guaranty of Security. Customer acknowledges that, notwithstanding the security precautions deployed by Lightcraft, the use of, or connection to, the internet provides the opportunity for unauthorized third parties to circumvent such precautions and illegally gain access to the Services and Customer Data. Lightcraft cannot and does not guarantee the privacy, security, integrity or authenticity of any information transmitted over or stored in any system connected to or accessible via the internet or otherwise or that any such security precautions will be adequate or sufficient.

4. FEES AND PAYMENT.

a. Fees. Customer shall pay to Lightcraft the fees associated with Customer’s selected Subscription as displayed on the Services at the time of subscription or renewal (the “Fees”). Lightcraft reserves the right to change the Fees at any time upon notice to Customer, which notice may be provided through the Services or by email. Any changes to Fees will be effective upon Customer’s next Subscription renewal.

b. Payment Terms. Customer shall provide Lightcraft with a valid credit card or other payment method accepted by Lightcraft. Customer authorizes Lightcraft to charge Customer’s payment method for all Fees due under this Agreement, including any applicable taxes. Fees are charged in advance on a monthly or annual basis, depending on the Subscription selected. All Fees are non-refundable except as expressly set forth in this Agreement. If Lightcraft is unable to charge Customer’s payment method for any reason, Lightcraft may suspend or terminate Customer’s access to the Services. Past due amounts will be subject to an interest charge equal to the lesser of 1.5% per month or the highest rate allowed by applicable law. All amounts payable under this Agreement will be made without setoff or counterclaim, and without any deduction.

c. Taxes. Customer shall pay all applicable sales, use and value-added taxes (but not taxes imposed on Lightcraft’s net income) with respect to this Agreement or furnish Lightcraft with evidence acceptable to the taxing authority to sustain an exemption therefrom. All payments under this Agreement shall be made free and clear of (and without deduction for or grossed up for, as applicable) any withholding or other taxes levied by any country or jurisdiction on payments to be made pursuant to this Agreement that applicable law requires Customer to withhold.

d. Payment Disputes. If Customer wishes to dispute any Fees under this Agreement, such dispute must be submitted to Lightcraft in writing within 30 days after the date that the invoice for such Fees is received by Customer. Customer waives all disputes not brought within the 30 day period, and all such Fees will be final and not subject to challenge.

5. TERM AND TERMINATION.

a. Subscription Term. Customer’s Subscription to the Services shall be for the Subscription Term selected by Customer at the time of subscription. Your Subscription will automatically renew and you will be charged the then-current Subscription fee for each renewal period unless you cancel your Subscription before the end of the current Subscription Term. The length of your automatic renewal will be the same as your initial Subscription Term unless otherwise disclosed at the time of sale.

b. Free Trials and Promotional Offers. Lightcraft may offer free trials or promotional subscriptions from time to time. Upon expiration of any free trial or promotional period, Customer’s Subscription will automatically expire, and Customer will no longer have access to the Services unless Customer purchases a Subscription prior to the end of the free trial or promotional period. Free trials are limited to new customers and may be subject to additional terms. To enforce these limitations and prevent abuse, Lightcraft may retain a one-way cryptographic hash of the email address associated with an Account after that Account is closed or deleted.

c. Cancellation. Customer may cancel its Subscription at any time through the Account settings on the Services or by emailing us at support@lightcraft.pro. Cancellation will be effective at the end of the then-current Subscription Term. If you cancel, you will not be charged for any renewal periods following your cancellation, but you will not receive a refund or credit for any fees already paid. For questions about cancellation, contact us at support@lightcraft.pro. Customer will continue to have access to the Services until the end of the paid Subscription Term.

d. Termination for Cause. Either party may terminate this Agreement upon written notice to the other party in the event the other party (i) becomes insolvent or bankrupt or admits its inability to pay its debts as they mature, makes an assignment for the benefit of its creditors or ceases to function as a going concern or to conduct its operations in the normal course of business; or (ii) commits a material breach of any provision of this Agreement and does not remedy such breach within 30 days after receipt of notice from the non-defaulting party.

e. Effects of Termination. Upon expiration or termination of this Agreement or Customer’s Subscription, (i) Customer shall have access to the Services for a period of thirty (30) days in order to export any Customer Data, and upon expiration of such period Customer’s access to the Services shall cease; (ii) all undisputed Fees and other amounts owed under this Agreement shall be immediately due and payable by Customer; and (iii) each Receiving Party shall, at the Disclosing Party’s option, return or destroy all items of Confidential Information then in the Receiving Party’s possession or control, including any copies, extracts or portions thereof. Following termination, Lightcraft shall have no obligation to maintain or provide any Customer Data and may thereafter, unless legally prohibited, delete all Customer Data in its systems or otherwise in its possession or under its control.

f. Survival. This Section 5(f) (Survival) and Sections 1 (Definitions), 2(c) (Restrictions), 4 (Fees and Payment), 5(e) (Effects of Termination), 6 (excluding subsection 6(c)) (Lightcraft Proprietary Rights), 7 (Customer Data), 9 (Third Party Services and Links), 10 (Geographic Restrictions), 11 (Confidentiality), 12(e) (Disclaimer), 13 (Limitation of Liability), 14 (Indemnification), 15 (Dispute Resolution), 16 (Electronic Communications), 17 (Notice to California Residents), 18 (Time Limitation on Claims), 19 (Export) and 20 (General), as well as any accrued obligations, shall survive any termination or expiration of this Agreement.

6. LIGHTCRAFT PROPRIETARY RIGHTS.

a. Definition. For purposes of this Agreement: “Lightcraft Content” means text, graphics, interfaces, programs, computer code, services, images, music, audio, video, works of authorship of any kind, and information or other materials that are posted, provided or otherwise made available through the Services, including, but not limited to, the design, layout, “look and feel” and arrangement of such content.

b. Ownership. We exclusively own all right, title and interest in and to the Services and Lightcraft Content, including all associated Intellectual Property Rights; provided, however, that we do not claim ownership of any Customer Data and Feedback (as defined below), and we are not responsible for any third party content, the accuracy of such content or its compliance with relevant laws or regulations. You acknowledge that the Services and Lightcraft Content are protected by copyright, trademark, and other laws of the United States and foreign countries, and you agree not to remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Services or Lightcraft Content.

c. Rights in Content Granted by Us. Subject to your compliance with this Agreement, we grant you a limited, non-exclusive, non-transferable, non-sublicensable license to view, copy, display and print the Lightcraft Content solely in connection with your permitted use of the Services and solely for your personal purposes. Lightcraft Content is provided to you AS IS. You understand that we do not guarantee the accuracy, safety, integrity or quality of Lightcraft Content, and you hereby agree that you must evaluate and bear all risks associated with the use of any Lightcraft Content, including any reliance on the Lightcraft Content, integrity, and accuracy of such Lightcraft Content.

d. Trademarks/service marks, logos, slogans and taglines. All trademarks, service marks, logos, slogans and taglines displayed on or through the Services are the property of Lightcraft and its licensors, or their respective owners, and nothing contained herein should be construed as granting any license or right to use any trademarks, service marks, logos, slogans or taglines displayed on or through the Services, by implication, estoppel or otherwise, without the express written permission of Lightcraft, or such third-party that may own the trademark, service mark, logo, slogan or tagline. Lightcraft (and its licensors, where applicable) reserve all rights not granted in this Agreement.

e. Feedback. We welcome feedback, comments and suggestions for improvements to the Services (“Feedback”). You can submit Feedback by emailing us at info@lightcraft.pro. You acknowledge and agree that Feedback is not confidential, and you hereby grant to Lightcraft a non-exclusive, transferable, sublicensable, worldwide, royalty-free, perpetual and irrevocable license to reproduce, display, perform, distribute, publish, modify, edit, create derivative works of or otherwise use such Feedback as it deems appropriate, for any and all commercial or non-commercial purposes, in its sole discretion.

7. CUSTOMER DATA.

a. Ownership. We do not own your Customer Data or any Intellectual Property Rights in your Customer Data. You exclusively own all right, title and interest in and to your Customer Data, including all associated Intellectual Property Rights. No rights or licenses to your Customer Data are granted other than the express license grant set forth below in Section 7(d). Your Customer Data is your Confidential Information, and we will not disclose your Customer Data without your express consent.

b. Representations and Warranties. You are solely responsible for the accuracy, quality, integrity, legality, reliability, appropriateness of and the parties’ respective rights to use all Customer Data under this Agreement and for obtaining any consents and other rights necessary to (and to allow Lightcraft to, as applicable) collect, submit, use and process Customer Data in connection with the Services. You represent and warrant that you own all your Customer Data or you have all rights that are necessary to grant us the license rights in your Customer Data under this Agreement.

c. Removal of Customer Data. You may remove your Customer Data by specifically deleting it via the Services. We are not responsible or liable for the removal or deletion of (or the failure to remove or delete) any of your Customer Data.

d. Rights in Customer Data Granted by You to Us. By making any Customer Data available through the Services, you hereby grant to us a non-exclusive, transferable, sublicensable, worldwide, royalty-free, perpetual and irrevocable license to use, copy, modify, create derivative works based upon, and distribute your Customer Data solely in connection with operating and providing the Services to you and providing any related support services to you.

e. Usage Data. Notwithstanding anything else in the Agreement or otherwise, Lightcraft may monitor Customer’s use of the Services and use data and information related to Customer Data and Customer’s use of the Services in an aggregate or de-identified manner, including to compile statistical and performance information related to the provision and operation of the Services. Customer agrees that Lightcraft may make such data and information publicly available, and use such information to the extent and in the manner required by applicable law or regulation and/or for purposes of data gathering, analysis, service enhancement and marketing, provided that such data and information does not identify Customer or its Confidential Information. Lightcraft retains all Intellectual Property Rights in such data and information. For the avoidance of doubt, Lightcraft will not use Customer Data to train artificial intelligence or machine learning models without Customer’s express consent; provided, however, that nothing in this Section 7(e) limits Lightcraft’s rights with respect to aggregated or de-identified data and information as set forth in this Section 7(e).

f. Publicity. Customer acknowledges and agrees that Lightcraft may list Customer’s name and logo in a list of customers on Lightcraft’s website and marketing materials unless Customer opts out by notifying Lightcraft in writing.

8. ACCEPTABLE USE POLICY. You agree not to access or use the Services in an unlawful way or for an unlawful or illegitimate purpose. You shall not post or transmit via the Services (a) a message or information under a false name; (b) information that is unlawful, libelous, defamatory, obscene, fraudulent, predatory of minors, harassing, threatening or hateful to any person; or (c) information that infringes or violates any of the Intellectual Property Rights of others or the privacy or publicity rights of others. You shall not attempt to disrupt the operation of the Services in any manner, including, but not limited to, through the use of methods such as denial of service attacks, flooding or spamming. You will not transmit, distribute, introduce or otherwise make available in any manner through the Services any computer virus, keyloggers, spyware, worms, Trojan horses, time bombs or other malicious or harmful code (collectively, “Harmful Code”), and you shall not otherwise disrupt, destroy, alter, tamper, or otherwise interfere with the Services, including, without limitation, any Lightcraft Content, communications, programming, hardware, functionality or features of the Services, and technology used in connection with the Services, including tracking technologies (e.g., web beacons), in any way or by any means. You shall not use the Services in any manner that could damage, disable or impair our services or networks. You shall not attempt to gain unauthorized access to any user accounts or computer systems or networks, through hacking, password mining or any other means.

9. THIRD PARTY SERVICES AND LINKS. The Services may provide links to, or otherwise allow you to access, third-party websites, services, applications, or resources (collectively, “Third Party Services”). Lightcraft has no control over such Third Party Services and therefore is not responsible for their availability, and does not endorse and is not responsible or liable for any content, advertising, products, services, information or other materials on or available from Third Party Services. You access and use Third Party Services at your own risk. Lightcraft is not responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any Third Party Services.

10. GEOGRAPHIC RESTRICTIONS. Lightcraft is based in the State of California in the United States. Lightcraft makes no claims that the Services or any of its content is accessible or appropriate outside of the United States. Access to the Services may not be legal by certain persons or in certain countries. If you access the Services from outside the United States, you do so on your own initiative and are responsible for compliance with local laws.

11. CONFIDENTIALITY.

a. Confidential Information. “Confidential Information” means any and all non-public information disclosed by one party (the “Disclosing Party”) to the other party (the “Receiving Party”) in any form or medium, whether oral, written, graphical or electronic, pursuant to this Agreement, that is marked confidential and proprietary, or that the Disclosing Party identifies as confidential and proprietary, or that by the nature of the circumstances surrounding the disclosure or receipt ought to be treated as confidential. Confidential Information of Lightcraft shall include the Services. Confidential Information also includes all summaries and abstracts of Confidential Information.

b. Non-Disclosure. Each party acknowledges that in the course of the performance of this Agreement, it may obtain the Confidential Information of the other party. The Receiving Party shall, at all times, both during the Subscription Term and thereafter, keep in confidence and trust all of the Disclosing Party’s Confidential Information received by it. The Receiving Party shall not use the Confidential Information of the Disclosing Party other than as necessary to fulfill the Receiving Party’s obligations or to exercise the Receiving Party’s rights under the terms of this Agreement. Each party agrees to secure and protect the other party’s Confidential Information with the same degree of care and in a manner consistent with the maintenance of such party’s own Confidential Information (but in no event less than reasonable care), and to take appropriate action by instruction or agreement with its employees, affiliates or other agents who are permitted access to the other party’s Confidential Information to satisfy its obligations under this Section. The Receiving Party shall not disclose Confidential Information of the Disclosing Party to any person or entity other than its officers, employees, affiliates and agents who need access to such Confidential Information in order to effect the intent of this Agreement and who are subject to confidentiality obligations at least as stringent as the obligations set forth in this Agreement.

c. Exceptions to Confidential Information. The obligations set forth in Section 11(b) (Non-Disclosure) shall not apply to the extent that Confidential Information includes information which: (i) was in the Receiving Party’s possession without confidentiality restriction prior to disclosure to the Receiving Party hereunder, as demonstrated by the Receiving Party’s records recorded at the time of such prior possession; (ii) was generally known in the trade or business in which it is practiced by the Receiving Party at the time of disclosure to the Receiving Party hereunder, or becomes so generally known after such disclosure, through no act of the Receiving Party; (iii) has come into the possession of the Receiving Party without confidentiality restriction from a third party, as demonstrated by the Receiving Party’s records recorded at the time of such possession, and such third party is under no obligation to the Disclosing Party to maintain the confidentiality of such information; or (iv) was developed by the Receiving Party independently of and without reference to Confidential Information of the Disclosing Party, as demonstrated by the Receiving Party’s records recorded at the time of such development. Nothing in this Agreement shall prevent the Receiving Party from disclosing Confidential Information to the extent the Receiving Party is legally compelled to do so by any governmental investigative or judicial agency pursuant to proceedings over which such agency has jurisdiction; provided, however, that prior to any such disclosure, the Receiving Party shall (A) assert the confidential nature of the Confidential Information to the agency; (B) immediately notify the Disclosing Party in writing of the agency’s order or request to disclose; and (C) cooperate fully with the Disclosing Party in protecting against any such disclosure and/or obtaining a protective order narrowing the scope of the compelled disclosure and protecting its confidentiality.

d. Survival. The Receiving Party’s obligations of confidentiality and non-use under this Section 11 shall survive the expiration or termination of this Agreement for a period of three (3) years; provided, however, that with respect to any Confidential Information that constitutes a trade secret under applicable law, the Receiving Party’s obligations under this Section 11 shall continue for so long as such information remains a trade secret.

e. Retention of Archival Copies. Notwithstanding any obligation to return or destroy Confidential Information under this Agreement, the Receiving Party may retain (i) one archival copy of the Disclosing Party’s Confidential Information solely for legal, regulatory, audit, or compliance purposes, and (ii) Confidential Information contained in electronic files created pursuant to the Receiving Party’s automatic back-up procedures that cannot be reasonably deleted in the ordinary course of business. Any such retained Confidential Information shall remain subject to the confidentiality, non-use, and other obligations of this Section 11 for so long as it is retained, notwithstanding any expiration of the survival period set forth above.

12. REPRESENTATIONS AND WARRANTIES; DISCLAIMER.

a. Services Warranty. Lightcraft warrants to Customer that, during the Subscription Term, the Services shall, under normal use and service, substantially conform to, and perform in all material respects, the functions described in the applicable Documentation. If any such Services fail to comply with the foregoing warranty, Customer shall provide written notice to Lightcraft during the Subscription Term, and such notice will describe in reasonable detail the nature of the non-conformity. In such event, Lightcraft shall use reasonable efforts to repair or rectify such non-conformity. If Lightcraft is unable to repair or rectify such non-conformity, then Lightcraft may terminate this Agreement (including, without limitation, the licenses granted in this Agreement) with respect to the non-conforming Services and, in such event, Lightcraft will refund to Customer any portion of Fees paid to Lightcraft by Customer for use of the Services following the date of such termination. THE REMEDIES SET FORTH IN THIS SECTION SHALL BE CUSTOMER’S SOLE AND EXCLUSIVE REMEDIES AND LIGHTCRAFT’S SOLE OBLIGATIONS FOR ANY BREACH OF THE WARRANTY SET FORTH IN THIS SECTION.

b. Exclusions. The warranty set forth in Section 12(a) (Services Warranty) does not cover defects or non-conformities arising from (i) misuse of the Services or the Documentation by Customer, (ii) any modifications to the Services made by Customer that are not previously approved by Lightcraft, (iii) any use of the Services by Customer beyond the scope of the express rights and licenses granted in this Agreement, (iv) any use of the Services by Customer in combination with other software, hardware or data, or (v) Lightcraft’s compliance with Customer’s request for changes to the Services or with Customer’s designs, specifications or instructions.

c. Customer Representations and Warranties. Customer represents, warrants and covenants to Lightcraft that: (i) Customer has the full power and authority to enter into this Agreement and to perform its obligations hereunder, without the need for any consents or approvals not yet obtained; (ii) Customer’s execution of and performance under this Agreement shall not breach any oral or written agreement with any third party or any obligation owed by Customer to any third party, and (iii) Customer has the right, including in respect of all relevant Intellectual Property Rights and applicable data privacy and other laws, to provide Lightcraft access to and use of the Customer Data in accordance with this Agreement.

d. Compliance with Laws. Each party represents and warrants to the other party that it will ensure that the collection and use of data and information via the Services complies with all applicable laws, rules and regulations and this Agreement.

e. DISCLAIMER OF WARRANTY. THE WARRANTIES SET FORTH IN THIS SECTION 12 ARE IN LIEU OF ALL OTHER WARRANTIES OR CONDITIONS, AND, EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS SECTION 12, THE SERVICES ARE PROVIDED ON AN AS-IS BASIS. CUSTOMER’S USE OF THE SERVICES IS AT ITS OWN RISK. LIGHTCRAFT DOES NOT MAKE, AND HEREBY DISCLAIMS, ANY AND ALL OTHER EXPRESS AND/OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT AND TITLE, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE. NO AGENT OF LIGHTCRAFT IS AUTHORIZED TO ALTER OR EXPAND THE WARRANTIES OF LIGHTCRAFT AS SET FORTH HEREIN. LIGHTCRAFT DOES NOT WARRANT THAT THE SERVICES ARE OR WILL BE UNINTERRUPTED OR ERROR FREE. CUSTOMER ACKNOWLEDGES AND AGREES THAT THE SERVICES (AS WITH TECHNOLOGY GENERALLY), MAY HAVE ERRORS AND MAY ENCOUNTER UNEXPECTED TECHNICAL PROBLEMS. ACCORDINGLY, FROM TIME TO TIME, CUSTOMER MAY EXPERIENCE DOWNTIME AND ERRORS IN THE OPERATION, FUNCTIONALITY OR PERFORMANCE OF THE SERVICES.

13. LIMITATION OF LIABILITY.

a. NO CONSEQUENTIAL DAMAGES. IN NO EVENT SHALL LIGHTCRAFT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR ANY DAMAGES FOR LOST DATA, BUSINESS INTERRUPTION, LOST PROFITS, LOST REVENUE OR LOST BUSINESS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, EVEN IF LIGHTCRAFT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

b. LIMITS ON LIABILITY. IN NO EVENT SHALL LIGHTCRAFT BE LIABLE FOR CUMULATIVE, AGGREGATE DAMAGES GREATER THAN THE SUM OF THE AMOUNTS PAID BY CUSTOMER TO LIGHTCRAFT UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE DATE THE CLAIM AROSE.

c. ESSENTIAL PURPOSE. CUSTOMER ACKNOWLEDGES THAT THE TERMS IN THIS SECTION 13 (LIMITATION OF LIABILITY) ARE AN ESSENTIAL BASIS OF THE BARGAIN DESCRIBED IN THIS AGREEMENT AND THAT, WERE LIGHTCRAFT TO ASSUME ANY FURTHER LIABILITY, THE COMMERCIAL TERMS OF THIS AGREEMENT WOULD BE DIFFERENT. THE LIMITATIONS IN THIS SECTION 13 (LIMITATION OF LIABILITY) SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND SHALL APPLY EVEN IF AN EXCLUSIVE OR LIMITED REMEDY STATED HEREIN FAILS OF ITS ESSENTIAL PURPOSE.

14. INDEMNIFICATION. Customer shall indemnify and hold harmless, and at Lightcraft’s request defend, Lightcraft and its affiliates, licensors, successors and assigns (and its and their officers, directors, employees, contractors, customers and agents) from and against any and all claims, losses, liabilities, damages, settlements, expenses and costs (including, without limitation, attorneys’ fees and court costs) which arise out of or relate to: (a) any third party claim that the Customer Data (and the exercise of the rights by Lightcraft granted herein with respect thereto) infringes, misappropriates or violates any third party’s Intellectual Property Rights or any privacy rights; and (b) Customer’s use of the Services. Lightcraft shall notify Customer promptly of any claim or liability for which indemnification is sought, provided, however, that the failure to give such notice shall not relieve Customer of its obligations hereunder except to the extent that Customer was actually and materially prejudiced by such failure. Customer may not settle any claim for which indemnification is sought under this Section without the prior written approval of Lightcraft, which approval shall not be unreasonably withheld or delayed.

15. DISPUTE RESOLUTION; BINDING ARBITRATION.

a. Agreement to Arbitrate. You and Lightcraft mutually agree that any dispute, claim or controversy arising out of or relating to this Agreement, the Services, or your use of the Services (collectively, “Disputes”) will be resolved exclusively through final and binding arbitration, rather than in court, except that (i) you may assert claims in small claims court if your claims qualify and remain in such court, and (ii) either party may seek equitable relief in court for infringement or misuse of intellectual property rights (including patents, copyrights, trademarks, and trade secrets). This Agreement to Arbitrate is intended to be broadly interpreted.

b. Arbitration Rules and Forum. The Federal Arbitration Act governs the interpretation and enforcement of this Agreement to Arbitrate. Arbitration will be conducted by JAMS under its Streamlined Arbitration Rules and Procedures (the “JAMS Rules”), which are available at www.jamsadr.com. The arbitration will be conducted in the English language by a single arbitrator selected in accordance with the JAMS Rules. Unless you and Lightcraft agree otherwise, any arbitration hearings will take place in Los Angeles County, California. The arbitrator will have the authority to grant motions dispositive of all or part of any claim. The arbitrator will have the authority to award monetary damages and to grant any non-monetary remedy or relief available under applicable law, the JAMS Rules, and this Agreement. The arbitrator will issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and Lightcraft.

c. Arbitration Costs. Payment of all filing, administration, and arbitrator fees will be governed by the JAMS Rules. If you demonstrate that the costs of arbitration will be prohibitive as compared to the costs of litigation, Lightcraft will pay as much of the filing, administration, and arbitrator fees as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive. If the arbitrator determines that the substance of your claim or the relief sought is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all such fees will be governed by the JAMS Rules and you agree to reimburse Lightcraft for all monies it has paid that are your obligation to pay under the JAMS Rules.

d. CLASS ACTION AND JURY TRIAL WAIVER. YOU AND LIGHTCRAFT AGREE THAT EACH PARTY MAY BRING DISPUTES AGAINST THE OTHER PARTY ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, PRIVATE ATTORNEY GENERAL, OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CLASS, COLLECTIVE, CONSOLIDATED, PRIVATE ATTORNEY GENERAL, OR REPRESENTATIVE PROCEEDING. IF THIS CLASS ACTION AND JURY TRIAL WAIVER IS FOUND TO BE UNENFORCEABLE, THEN THE ENTIRETY OF THIS AGREEMENT TO ARBITRATE SHALL BE NULL AND VOID, AND THE DISPUTE SHALL PROCEED IN A COURT OF COMPETENT JURISDICTION. YOU AND LIGHTCRAFT EACH WAIVE ANY RIGHT TO A JURY TRIAL.

e. 30-Day Opt-Out Right. You have the right to opt out of this Agreement to Arbitrate by sending written notice of your decision to opt out to legal@lightcraft.pro within 30 days after first becoming subject to this Agreement to Arbitrate. Your notice must include your name and address, your username (if any), the email address you used to set up your account (if any), and an unequivocal statement that you want to opt out of this Agreement to Arbitrate. If you opt out of this Agreement to Arbitrate, all other parts of this Agreement will continue to apply to you. Opting out of this Agreement to Arbitrate has no effect on any other arbitration agreements that you may currently have, or may enter into in the future, with Lightcraft.

f. Survival. This Agreement to Arbitrate will survive the termination of your relationship with Lightcraft.

16. ELECTRONIC COMMUNICATIONS. By accessing or using the Services, you consent to receiving electronic communications from Lightcraft. These electronic communications may include notices about applicable fees and charges, transactional information and other information concerning or related to the Services. These electronic communications are part of your relationship with Lightcraft and you receive them as part of your use of the Services. You agree that any notices, agreements, disclosures or other communications that Lightcraft sends you electronically will satisfy any legal communication requirements, including that such communications be in writing. Any notices provided from you to Lightcraft under this Agreement shall be sent via email to: legal@lightcraft.pro.

17. NOTICE TO CALIFORNIA RESIDENTS. If you are a California resident, under California Civil Code Section 1789.3, you may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 N. Market Blvd., Suite S-202, Sacramento, California 95834, or by telephone at (800) 952-5210 in order to resolve a complaint regarding the Services or to receive further information regarding use of the Services.

18. TIME LIMITATION ON CLAIMS. You agree that any claim you may have arising out of or related to your relationship with Lightcraft or the Services must be filed within one (1) year after such claim arose; otherwise, your claim is permanently barred.

19. EXPORT. The Services utilize software and technology that may be subject to United States and foreign export controls. The parties acknowledge and agree that the Services shall not be used, and none of the underlying information, software, or technology may be transferred or otherwise exported or re-exported to countries as to which the United States maintains an embargo (collectively, “Embargoed Countries”), or to or by a national or resident thereof, or any person or entity on the U.S. Department of Treasury’s List of Specially Designated Nationals or the U.S. Department of Commerce’s Table of Denial Orders (collectively, “Designated Nationals”). The lists of Embargoed Countries and Designated Nationals are subject to change without notice. By using the Services, Customer represents and warrants that it is not located in, under the control of, or a national or resident of an Embargoed Country or Designated National. The Services may use encryption technology that is subject to licensing requirements under the U.S. Export Administration Regulations, 15 C.F.R. Parts 730-774 and Council Regulation (EC) No. 1334/2000. The parties agree to comply strictly with all applicable export laws and assume sole responsibility for obtaining licenses to export or re-export as may be required. Lightcraft and its licensors make no representation that the Services are appropriate or available for use in other locations. Any diversion of the Customer Data contrary to law is prohibited.

20. GENERAL. This Agreement shall be governed by the laws of the State of California without regard to its rules on conflicts or choice of law. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement. This Agreement constitutes the sole agreement between you and Lightcraft for your use and the provision of the Services and the subject matter hereof, and no representations, statements or inducements, oral or written, not contained in this Agreement shall bind either you or Lightcraft. Any of the terms of this Agreement which are determined to be invalid or unenforceable shall be ineffective to the extent of such invalidity or unenforceability, without rendering invalid or unenforceable any of the remaining terms of this Agreement or affecting the validity or enforceability of the Agreement as a whole. Failure to insist on performance of any of the terms of the Agreement will not operate as a waiver of any subsequent default. No waiver by either party of any right under this Agreement will be deemed to be either a waiver of any other right or provision or a waiver of that same right or provision at any other time. You may not assign, transfer or delegate your rights or obligations hereunder, in whole or in part. This Agreement shall be binding upon and inure to the benefit of each of the parties and the parties’ respective successors and permitted assigns. A printed version of this Agreement and of any related notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. Lightcraft is an independent contractor to Customer. There is no relationship of agency, partnership, joint venture, employment, or franchise between the parties. Neither party has the authority to bind the other or to incur any obligation on its behalf. This Agreement is not intended to create a benefit to any party other than the parties hereto, and no party other than a party hereto may bring an action hereunder. This Agreement is an electronic contract that governs Customer’s use of the Services. Customer acknowledges and agrees that this Agreement is a binding contract and has the same force and effect as a contract in writing.