Terms of Service

These terms of service ("Terms") cover your use of and access to the services, tools and features (collectively, the "Services") provided by The Convex / Robert Toledo ("The Convex"). 

By using or accessing the Services, you're agreeing to these Terms. If you're using the Services for an organization, you're agreeing to this Agreement on behalf of that organization, and represent and warrant that you can do so. If you don’t agree to all the terms in this Agreement, you may not use or access the Services.

Please read this Agreement carefully! It includes important information about your legal rights, and covers areas such as automatic subscription renewals, warranty disclaimers, limitations of liability, resolution of disputes by arbitration and a class action waiver.

0. Project Platform Terms Your project may be built using a variety of services and platforms, such as Squarespace, Shopify, Mailchimp, and Google. You agree to all terms set forth by platforms used to build and deploy your project.

1. Your Content

When you provide content to The Convex, you still own it. You do, however, give us permission to use it in the ways necessary to provide our Services. For example, when you provide a photo, you give us the right to save it, and also to display it on your site at your direction. You also acknowledge that you have proper rights to any content provided for use on your site and will not infringe upon the rights of any third party. The Convex reserves the right to remove content that is alleged to infringe copyrights.

1.1. Your User Content Stays Yours. Users of the Services may provide us with content, including without limitation text, photos, images, audio, video, code and any other materials (“User Content"). These Terms don't give us any rights to User Content, except for the limited rights that enable us to provide, improve, promote and protect the Services as described herein.

1.2. Your License to The Convex When you provide User Content via the Services, you grant The Convex a non-exclusive, worldwide, perpetual, royalty-free, sublicensable, transferable right and license to use, host, store, reproduce, modify, create derivative works of (such as those resulting from translations, adaptations or other changes we make so that User Content works better with the Services), communicate, publish, publicly display, publicly perform and distribute User Content for the limited purposes of allowing us to provide, improve, promote and protect the Services.

2. Paid Services and Fees This section explains how we handle payments for paid services. For certain paid services, such as monthly support subscriptions, we’ll automatically bill you in regular intervals (such as monthly or annually) unless you cancel your subscription. You can do that anytime.

2.1. Fees You can access certain portions of the Services by submitting a fee payment (such additional services, “Paid Services”). For example, for monthly support subscriptions, you’ll need to pay a subscription fee. Paid Services will remain in effect until cancelled or terminated in accordance with this Agreement. We’ll tell you about fees for Paid Services before charging you. You may cancel Paid Services at any time by contacting The Convex. If you don't pay for Paid Services on time, we reserve the right to suspend or cancel your access to the Paid Services. Our fees will appear on an invoice that we provide via the Services, unless otherwise indicated.

2.2. Automatic Subscription Renewals To ensure uninterrupted service, we'll automatically bill you for certain Paid Services from the date you submit your initial payment and on each renewal period thereafter until cancellation. Your renewal period will be equal in time to the renewal period of your current subscription. The Convex will let you know in advance if you're purchasing a Paid Service that includes auto-renewal payments. You can disable auto-renewal any time by contacting The Convex.

2.3. Hourly Support Subscriptions Hourly support subscriptions ensure that you will receive website support within 2 business days of a request. The prepaid hour subscription ensures you the number of hours described in the checkout. You will be informed if hours beyond the prepaid subscription plan may be required for certain support actions. Additional hours will be paid for at the normal hourly rate (usually higher than a subscription rate). Hours from monthly support subscriptions do not rollover to following months if they are not used during a given month. 

2.4. Refunds While you may cancel any Paid Services at any time, you won't be issued a refund except in our sole discretion.

2.5. Chargebacks If you contact your bank or credit card company to decline, chargeback or otherwise reverse the charge of any payable fees to us (“Chargeback”), The Convex may automatically terminate your Account. If you have questions about a payment made to us, please contact The Convex before filing a Chargeback. We reserve our right to dispute any Chargeback.

3. Warranty Disclaimer To the fullest extent permitted by law, The Convex makes no warranties, either express or implied, about the Services. The Services are provided “as is.” The Convex also disclaims any warranties of merchantability, fitness for a particular purpose and non-infringement. No advice or information, whether oral or written, obtained by you from TheConvex shall create any warranty. The Convex makes no warranty or representation that the Services will: (a) be timely, uninterrupted or error-free; (b) meet your requirements or expectations; or (c) be free from viruses or other harmful components.

4. Limitation of Liability To the fullest extent permitted by law, in no event will The Convex be liable with respect to any claims arising out of or related to the Services or this Agreement for: (a) any indirect, special, incidental, exemplary, punitive or consequential damages; (b) any loss of profits, revenue, data, goodwill or other intangible losses; (c) any damages related to your access to, use of or inability to access or use the Services or any portion thereof, including without limitation interruption of use or cessation or modification of any aspect of the Services; (d) any damages related to loss or corruption of any content or data, including without limitation User Content and eCommerce data; (e) any User Content or other conduct or content of any user or third party using the Services, including without limitation defamatory, offensive or unlawful conduct or content; or (f) any Third Party Services or third party sites accessed via the Services. These limitations apply to any theory of liability, whether based on warranty, contract, tort, negligence, strict liability or any other legal theory, whether or not The Convex has been informed of the possibility of such damage, and even if a remedy set forth herein is found to have failed its essential purpose. To the fullest extent permitted by law, in no event shall the aggregate liability of The Convex for all claims arising out of or related to the Services and this Agreement exceed the greater of twenty dollars ($20) or the amounts paid by you to The Convex in the twelve (12) months immediately preceding the event that gave rise to such claim.

5. Indemnification Agreement To the fullest extent permitted by law, you agree to indemnify and hold harmless The Convex from and against all damages, losses and expenses of any kind (including without limitation reasonable attorneys' fees and costs) arising out of or related to: (a) your breach of this Agreement; (b) your User Content, Your Sites and Your eCommerce; (c) any claims from your End Users; and (d) your violation of any law or regulation or the rights of any third party.

6. Arbitration Agreement Before filing a claim against TheConvex, you agree to try to resolve the dispute by first contacting The Convex with a description of your claim. We'll try to resolve the dispute informally by following up via email, phone or other methods. If we can’t resolve the dispute within thirty (30) days of our receipt of your first message, you or The Convex may then bring a formal proceeding.

6.1. Arbitration Time For Filing. Any arbitration must be commenced by filing a demand for arbitration within one year after the date the party asserting the claim first knows or reasonably should know of the act, omission or default giving rise to the claim. If applicable law prohibits a one year limitation period for asserting claims, any claim must be asserted within the shortest time period permitted by applicable law.

6.2. Arbitration Procedures. JAMS, Inc. (“JAMS”) will administer the arbitration in accordance with the JAMS Streamlined Arbitration Rules & Procedures (“JAMS Rules”) in effect at the time of the dispute. You and The Convex agree that this Agreement affects interstate commerce, so the US Federal Arbitration Act and federal arbitration law apply and govern the interpretation and enforcement of these provisions (despite the choice of law provision below). Any arbitration hearings will take place at a location to be agreed upon in Los Angeles, California, in English, and shall be settled by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes, who shall be selected from the appropriate list of JAMS arbitrators in accordance with the JAMS Rules. The arbitrator must follow this Agreement and can award the same damages and relief as a court (including without limitation reasonable attorneys' fees and costs), except that the arbitrator may not award declaratory or injunctive relief benefiting anyone but the parties to the arbitration. Judgment upon the award rendered by such arbitrator may be entered in any court of competent jurisdiction.

6.3. Arbitration Fees. The JAMS Rules will govern payment of all arbitration fees. We won’t seek our attorneys’ fees and costs in arbitration unless the arbitrator determines that your claim is frivolous.

6.4. Exceptions To Arbitration Agreement. Either you or The Convex may assert claims, if they qualify, in small claims court in Los Angeles, CA or any United States county where you live or work. Either you or The Convex may bring a lawsuit solely for injunctive relief to stop unauthorized use or abuse of the Services, or intellectual property infringement or misappropriation (for example, trademark, trade secret, copyright or patent rights) without first engaging in arbitration or the informal dispute resolution process described above.

6.5. Judicial Forum For Disputes; Time For Filing. If our agreement to arbitrate is found not to apply to you or your claim, you and The Convex agree that any judicial proceeding (other than small claims actions) must be brought exclusively in the federal or state courts of Los Angeles, CA and you and The Convex consent to venue and personal jurisdiction in those courts. Any claim not subject to arbitration must be commenced within one year after the date the party asserting the claim first knows or reasonably should know of the act, omission or default giving rise to the claim. If applicable law prohibits a one year limitation period for asserting claims, any claim must be asserted within the shortest time period permitted by applicable law.

6.6. NO CLASS ACTIONS. You may only resolve disputes with The Convex on an individual basis and may not bring a claim as a plaintiff or a member in a class, consolidated or representative action. Class actions, class arbitrations, private attorney general actions and consolidation with other arbitrations aren't allowed.

7. Waiver, Severability, and Assignment Our failure to enforce any provision of this Agreement is not a waiver of our right to do so later. If any provision of this Agreement is found unenforceable, the remaining provisions will remain in full effect and an enforceable term will be substituted reflecting our intent as closely as possible. You may not assign any of your rights under this Agreement, and any such attempt will be void. We may assign our rights under this Agreement to any of our affiliates or subsidiaries, or to any successor in interest of any business associated with the Services.

8. Future Modifications to This Agreement We may modify this Agreement from time to time, and will always post the most current version on our site. If a modification meaningfully reduces your rights, we’ll notify you (by, for example, sending you an email or displaying a prominent notice within the Services).