Terms of Service

Summary

Sunvoy is on a mission to fight climate change through software. These Terms of Service (“Terms”) describe the suite of products and services that you are purchasing and using from Sunvoy, collectively referred to here as “Sunvoy” or the “Services”. These Terms set forth the commitments, rights and responsibilities we are both undertaking with your purchase and use of Sunvoy.

These Terms govern your access to and use of the products and services we provide through or for Sunvoy.com (collectively, “Services”). These Terms also govern visitors’ access to and use of any apps that use our Services, such as apps that our customers create. Please note that the operators of those apps may also have their own separate terms of use. By accessing or using any part of our Services, you are bound by all of the Terms and all other operating rules, policies, and procedures that we may publish via the Services from time to time (collectively, the “Agreement”). You also agree that we may unilaterally change, update, or add on to our Services, and the Agreement will apply to any changes.

Terms of Service

You” means any individual or entity using our Services. If you use our Services on behalf of another person or entity, you represent and warrant that you’re authorized to accept the Agreement on that person’s or entity’s behalf, that by using our Services you are accepting the Agreement on behalf of that person or entity, and that if you, or that person or entity, violates the Agreement, you and that person or entity are responsible to us.

“Your app” means the App or website that has your logo and name on it that your customers use that is built on our platform and made available to you.

“We” means Sunvoy, Inc.

1. Who’s Who

“You” means any individual or entity using our Services. If you use our Services on behalf of another person or entity, you represent and warrant that you’re authorized to accept the Agreement on that person’s or entity’s behalf, that by using our Services you’re accepting the Agreement on behalf of that person or entity, and that if you, or that person or entity, violates the Agreement, you and that person or entity agree to be responsible to us.

When we mention “your app” we refer to the App or website that has your logo and name on it that your customers use that is built on our platform and made available to you.

2. Your Account

When using our Services requires an account, you agree to provide us with complete and accurate information and to keep the information current so that we can communicate with you about your account. We may need to notify you of updates (like changes to our Terms of Service or Privacy Policy), or to let you know about legal inquiries or complaints we receive about the ways you use our Services so you can make informed choices in response.

We may limit your access to our Services until we are able to verify your account information, such as your email address. When you create a Sunvoy account on any of our affiliate websites like Sunvoy.com, that constitutes an inquiry about our products and services, which means that we may also contact you to share more details about what we have to offer (i.e., marketing). You can opt out of the marketing communications with an email, phone call, or text message.

You are solely responsible and liable for all activity under your account. You’re also fully responsible for maintaining the security of your account (which includes keeping your password secure). We’re not liable for any acts or omissions by you, including any damages of any kind incurred as a result of your acts or omissions.

You may not share or misuse your access credentials. Notify us immediately of any unauthorized uses of your account, store, or website, or of any other breach of security. If we believe your account has been compromised, we may suspend or disable it. Our Privacy Policy provides information about how we handle the data you provide to us.

3. Minimum Age Requirements

You must be at least age 13 (or 16 in Europe) to use our Services. Further, you may use our Services only under a legally binding contract with us, meaning that you are at least 18 years of age (or the legal age of majority where you live), or are using our Services under the supervision of a parent or legal guardian who has legal capacity to enter into the Agreement.

4. Responsibility of Visitors and Users

We have not reviewed, and can’t review, all of the content (such as text, photo, video, audio, code, computer software, items for sale, SMS, and other materials) posted to or made available through our Services by others (“Content”) or on websites that link to, or are linked from, our Services. We’re not responsible for any use or effects of Content or third-party websites. For example, but without limitation:

• We don’t have any control over third-party websites. • A link to or from one of our Services does not represent or imply that we endorse any third-party website. • We don’t endorse any Content or represent that Content is accurate, useful, or not harmful. Content could be offensive, indecent, or objectionable; include technical inaccuracies, typographical mistakes, or other errors; or violate or infringe the privacy, publicity rights, intellectual property rights, or other proprietary rights of third parties. • You’re fully responsible for the Content available on your website, and any harm resulting from that Content. It’s your responsibility to ensure that your website’s Content abides by applicable laws and by the Agreement. • We aren’t responsible for any harm resulting from anyone’s access, use, purchase, or downloading of Content, or for any harm resulting from third-party websites. You’re responsible for taking the necessary precautions to protect yourself and your computer systems from viruses, worms, Trojan horses, and other harmful or destructive content. • Any Content that’s for sale through any of our Services is the seller’s sole responsibility, so you must look solely to the seller for any damages that result from your purchase or use of Content. • We are not a party to, and will have no responsibility or liability for, any communications, transactions, interactions, or disputes between you and the provider of any Content. Please note that additional third-party terms and conditions may apply to Content you download, copy, purchase, or use.

5. Fees, Payment, and Renewal

a. Sunvoy Fees

Fees for Paid Services. All or most of our Services are offered for a fee (collectively, “Paid Services”). The services requiring payment of a fee, and the pricing of those fees is set forth at the web page linked here. By using a Paid Service, you agree to pay the specified fees. Depending on the Paid Service, as set forth in the linked pricing page, there may be one-time fees, recurring fees, usage-, meter- or revenue-based fees. For recurring fees, we’ll bill or charge you in the automatically renewing interval (such as monthly, annually, or biennially) you select or on a pre-pay basis until you cancel. For usage and revenuebased fees — such as fees for the Payments feature or the number of kW systems you are onboarding monthly on the platform— you pay us a percentage of the revenue your app generates or pay per usage. Revenue- and usage-based fees are ongoing. Standard pricing is a one-time fee of $95 per system for residential sites and a one-time fee of $495 per commercial site (defined as over 50kW) plus $0.25 per site per month. A minimum charge of $500 per month applies in all cases.

Billing will start after your onboarding period. Your onboarding is max 30 days. Your onboarding period can be extended if Sunvoy needs to build a new CRM integration.

Taxes. To the extent permitted by law, or unless explicitly stated otherwise, all fees do not include applicable federal, provincial, state, local or other governmental sales, value-added, goods and services, harmonized or other taxes, fees, or charges (“Taxes”). You’re responsible for paying all applicable Taxes relating to your use of our Services, your payments, or your purchases. If we become obligated to pay or collect Taxes on the fees you’ve paid or will pay, you remain responsible for those Taxes, and we will collect payment from you.

Payment. If your payment fails, Paid Services are otherwise not paid for or paid for on time (for example, if you contact your bank or credit card company to decline or reverse the charge of fees for Paid Services), or we suspect a payment is fraudulent, we may immediately cancel or revoke your access to Paid Services without notice to you.

Automatic Renewal. To ensure uninterrupted service, recurring Paid Services are automatically renewed. This means that unless you cancel a Paid Service before the end of the applicable subscription period with a minimum of 90 days notice period, it will automatically renew, and you authorize us to use any payment mechanism we have on record for you, like credit cards or PayPal, or invoice you (in which case payment is due within 10 days) to collect the thenapplicable subscription fee as well as any Taxes. By default, your Paid Services will be renewed for the same interval as your original subscription period. For example, if you purchase a one-year subscription , you’ll be charged each year for access for another 12-month period. We may charge your account up to one month before the end of the subscription period to make sure billing issues don’t inadvertently disrupt your access to our Services. The date for the automatic renewal is based on the date of the original purchase and cannot be changed. If you’ve purchased access to multiple services, you may have multiple renewal dates. Your first change will take place 30 days after your CRM integration is complete and will be based on the number of sites in Sunvoy on the date of billing.

You can view your renewal date(s) and manage subscriptions for our Paid Services by visiting your Account Billing page.

If autorenew is successfully turned off, you’ll see the date on which your subscription expires. If you have multiple Paid Services to cancel, repeat this process for each subscription.

Fees and Changes. We may change our fees at any time in accordance with these Terms and requirements under applicable law. This means that we may change our fees going forward, start charging fees for Services that were previously free, or remove or update features or functionality that were previously included in the fees. If you do not wish to accept the revised fees, you must cancel your Paid Service.

No-Show Policy. We may have a “no-show policy” for some Paid Services that require your participation (for example, our Quick Start Onboarding sessions). For instance, this may mean that if you don’t show up or are late for a scheduled session, you’ll still be charged and won’t be entitled to a refund. Refunds. Refunds will only be made if provided for in our Paid Services policies or if required by law. In all other cases, there are no refunds and all payments are final.

b. Fees Collected by Website Owners

Fees Paid to Apps or App Owners. App owners can sell items (goods, content, services, etc.) or simply collect payments. We’re not involved in a website’s business operations (including the quality, timing, pricing, or legality of what may or may not be included in exchange for payment, or any goods or services purchased). If you buy items or services from an app, you’re making the purchase directly from the app owner, and they’re solely responsible for the items sold. Please contact the app owner if you have any questions or complaints.

Refunds. We’re not responsible for refunding fees paid to an app owner because those transactions are between app owners and their customers. If you’d like to request a refund, please contact the website owner. If you have a complaint regarding a website owner, you can contact Sunvoy, Inc.

6. Feedback

We love hearing from you and are always looking to improve our Services. When you share comments, ideas, or feedback with us, you agree that we’re free to use them without any restriction or compensation to you.

7. General Representation and Warranty

You represent and warrant that your use of our Services:

• Will be in accordance with the Agreement; • Will comply with all applicable laws and regulations (including, without limitation, all applicable laws regarding online conduct and acceptable content, privacy, data protection, the transmission of technical data exported from the United States or the country in which you reside, the use or provision of financial services, notification and consumer protection, unfair competition, and false advertising); • Will not be for any unlawful purposes, to publish illegal content, or in furtherance of illegal activities; • Will not infringe or misappropriate the intellectual property rights of Sunvoy, Inc. or any third party; • Will not overburden or interfere with our systems or impose an unreasonable or disproportionately large load on our infrastructure, as determined by us in our sole discretion; • Will not disclose the personal information of others; • Will not be used to send spam or bulk unsolicited messages; • Will not interfere with, disrupt, or attack any service or network; • Will not be used to create, distribute, or enable material that is, facilitates, or operates in conjunction with, malware, spyware, adware, or other malicious programs or code; • Will not involve reverse engineering, decompiling, disassembling, deciphering, or otherwise attempting to derive the source code for the Services or any related technology; and • Will not involve renting, leasing, loaning, selling, or reselling the Services or related data without our consent.

8. Specific Service Terms

a. Sunvoy Apps and Accounts

Sunvoy enables creation of customer portal apps.

Sunvoy charges for its basic service, and in addition we offer paid plans that add advanced features like a custom domain name or access to other premium features. We don’t own your content, and you retain all ownership rights you have in the content you create on your app.

If you find an app that you believe violates these Terms, please let us know at [email protected]

Your App URL. If you create an app with Sunvoy and Sunvoy’s related services, you get free use of an Sunvoy - owned subdomain, like yourapp.sunvoy.com. You must not engage in “domain squatting,” claim an unreasonable number of subdomains (as determined by us), or sell access to any subdomains. License. By uploading or sharing Content, you grant us a worldwide, royalty-free, transferable, sub-licensable, and non-exclusive license to use, reproduce, modify, distribute, adapt, publicly display, and publish the Content solely for the purpose of providing and improving our products and Services and promoting your app and business. This license also allows us to make any publicly-posted Content available to select third parties so that these third parties can analyze and distribute (but not publicly display) the Content through their services.

Removing Content. If you delete Content, we’ll use reasonable efforts to remove it from public view (or in the case of a private app, from view by the authorized visitors), but you acknowledge that cached versions of the Content or references to the Content may not be immediately unavailable.

Web Traffic. We may use a third-party service to measure Sunvoy’s audience and usage. By having your app on sunvoy.com, you agree to assign the traffic for your website to Sunvoy, and you authorize us to sign a Traffic Assignment Letter on your behalf. This means that your app’s traffic may be included under Sunvoy, your app may not receive credit for traffic in the respective reports, and you must not assign your app’s traffic to any other party. If we require additional documentation to verify ownership of your app or domain name, you agree to make reasonable efforts to provide it.

HTTPS. We offer free HTTPS on all sunvoy.com websites by default, including those using custom domains, via Cloudflare. By signing up and using a custom domain on sunvoy.com, you authorize us to act on the domain name registrant’s behalf (by requesting the necessary certificates, for example) for the sole purpose of providing HTTPS on your website.

Attribution. We may display attribution text or links in your app footer or widgets, noting that your app is powered by sunvoy.com. For more details about these attributions, and under which circumstances (if any) you may alter or remove them, please contact us.

Email and Messages. In partnership with AWS Simple Email Service and Twilio, both third party service providers, we offer you the option to send emails and text messages to your customers under your own domain name, phone number or branding. Your use of Email and text messaging is subject to AWS and Twilios policies, including AWS Customer Terms of Service, End User Terms of Service, Acceptable Use Policy, and Privacy Policy in addition to these Terms. These email and messaging services are provided “as is.” We make no warranties related to these services and disclaim any obligations or actions of AWS or Twilio under their policies.

b. Ecommerce Services

Sunvoy provides a customizable ecommerce platform. The Services we offer give you the power to sell your own products and services in whatever way your business needs. There are certain features offered via Sunvoy that enable you to sell items (goods and, services, etc.) or receive payments on your website (collectively, “Ecommerce Services”).

If you use Ecommerce Services, the terms in this subsection apply, along with the terms for any underlying Service that you use. Your responsibilities. You have control over your store and app, and responsibility for them. You’re solely responsible for all of your ecommerce activities, including managing your store, all applicable taxes and fees, compliance with the Payment Card Industry Data Security Standard (PCI DSS), and compliance with any applicable laws. Among other things, this means that: • We’re not involved in your relationships or transactions with any customer or potential customer. • You may only use Ecommerce Services for legitimate transactions with your customers. • You must accurately communicate transaction details; set expectations appropriately; and fulfill all promises, representations, or warranties you’ve made. • You’re responsible for the nature and quality of the products or services you provide, and for delivery, support, refunds, returns, providing any appropriate warnings and for any other ancillary services you provide to your customers. • You’re responsible for resolving all support questions, comments, and complaints, including chargebacks and pricing questions. You must provide contact information so customers can contact you with questions or complaints. • You must maintain a fair return, refund, cancellation, or adjustment policy, and clearly explain how customers can request a refund. • You’re responsible for acquiring appropriate consent to submit charges through our Payment System on your customers’ behalf, giving customers confirmation or receipts for each charge, verifying customers’ identities, and determining a customer’s eligibility and authority to complete transactions. • If you believe that a transaction may be erroneous or suspicious, you should research the transaction and, if necessary, contact your customer before fulfilling or completing the transaction. • If you have transactions with individuals (i.e., consumers), you specifically agree to provide consumer disclosures required by law, and to not engage in unfair, deceptive, or abusive acts or practices. • You’re financially liable for disputes (including chargebacks), refunds, reversals, or fines that arise from your use of our Ecommerce Services. • You must ensure that any information you provide about your business, products, and services is accurate, complete, and current. • You agree to promptly notify us via email if you receive any inquiry or action from a government or regulatory agency (such as the Federal Trade Commission or a state Attorney General) relating to your transactions.

Prohibited Uses. You may not use Ecommerce Services for any unlawful purposes; in furtherance of illegal activities; or in a manner that is unfair, deceptive, exposes us or customers to unreasonable risks, or does not disclose important terms of a transaction in advance. Among other things, this means that:

We may terminate your access to our Services or force refunds (where possible) to your customers without notice to you if we determine (in our sole discretion) that your use violates the Agreement, or if a payment processor or regulatory authority requires it.

Fees and Negative Balances. You may not use Ecommerce Services for any unlawful purposes; in furtherance of illegal activities; or in a manner that is unfair, deceptive, exposes us or customers to unreasonable risks, or does not disclose important terms of a transaction in advance. Among other things, this means that: • Ecommerce Services cannot be used in or for the benefit of a country, organization, entity, or person embargoed or blocked by any government, including those on sanctions lists identified by the United States Office of Foreign Asset Control (OFAC).

We may terminate your access to our Services or require refunds (where possible) to your customers without notice to you if we determine (in our sole discretion) that your use violates the Agreement, or if a payment processor or regulatory authority requires it.

Fees and Negative Balances. In some cases, you pay us fees relating to the Ecommerce Services you use. For example, the fee for the Payments feature is a percentage (which depends on your plan) of the revenue your app generates through the Payment feature, and when you use the feature, you authorize Stripe to direct payment of that percentage to us. As another example there might be transaction fees and dispute fees. Please note that we have no obligation to reimburse or refund these revenuebased fees when you issue refunds to your subscribers or customers.

If you have a negative account balance (for example because of fraud, chargebacks, or other operational issues) or we’re obligated to pay or collect any fees relating to your ecommerce activities or your use of Ecommerce Services, you’re responsible for those losses and fees, and we will collect payment for those losses and fees. Tax Calculations. You’re responsible for payment of all applicable Taxes relating to your ecommerce activities and your use of Ecommerce Services. You must collect, report, and/or pay the correct amounts to the appropriate authorities if applicable, and if needed, tell your customers about any Taxes they may be required to pay and issue appropriate invoices. While some Ecommerce Services allow you to include sales taxes in transactions — for example, tax calculations may be provided by TaxJar — these features do not relieve your obligations to us. We work to keep our documents and tools up-to-date, but tax laws change rapidly; and we can’t guarantee that tax calculations you receive through or in connection with our Services are complete and accurate. Tax laws also differ from jurisdiction to jurisdiction and may be interpreted differently by different authorities. We recommend consulting with a tax professional for your specific tax situation to assess the tax rates you should charge.

If we’re obligated to pay or collect Taxes on your ecommerce activities or your use of Ecommerce Services, you remain responsible for these Taxes, and we will collect payment for them from you.

Third-Party Services. Please note that Sunvoy Payments is powered by Stripe. If you use Sunvoy Payments or any third-party services, some of your — and your customers’ — data may be submitted directly to or passed to the respective third party, and the respective third party’s terms of service, privacy policy, and other policies may apply. For example, Payments requires a Stripe account to manage payments, and when you use Stripe, you agree to their terms and policies. Please note that third-party services may also charge you fees to use or access their services, as Stripe does for Payments. We’re not involved in these relationships, but may facilitate transactions or communication. For example, we may, on your behalf, receive notices or forms relating to your Stripe account.

More on Sunvoy Payments Specifically. As part of Sunvoy Payments, we may use certain third parties to fulfill our obligations to you, including integrating with payment processing third parties. You may be subject to the terms and conditions of those third parties, and using Sunvoy Payments means you agree to comply with those terms and conditions. In particular, you cannot use Sunvoy Payments to enable any person (including you) to benefit from restricted businesses or activities. If we use another third party to fulfill these services, you authorize us to share your payment method information with an alternative third-party payment processor that is or will be integrated into Sunvoy Payments.

We may refuse, condition, or suspend any transaction or account (including your use of Sunvoy Payments) if we believe you have violated this Agreement or that your activities or transactions expose you, us, or others to unacceptable risks, as determined by us in our sole discretion. You authorize us to share data relating to Sunvoy Payments with the applicable payment processing third party for their use in accordance with their privacy policy. Please refer to our Privacy Policy for details on how we otherwise collect, use, and disclose data made available to us as part of Sunvoy Payments. We may also offer you the ability to process certain transactions in-person through an in-person payments feature. As part of this feature, you may purchase or we may provide you with a point-of-sale (POS) terminal. These POS terminals are manufactured by third parties and are provided “as-is” and “with all faults.” Neither we or the third-party manufacturer offers you any warranty on these products.

If you receive a POS terminal, you agree to: (a) use it for your own lawful commercial purposes only, and not for any personal, family, or household use; (b) the Stripe Terminal Services Terms and Stripe Terminal Purchase Terms as applicable; (c) comply with all applicable international and national laws and regulations, including applicable customs or export control laws or regulations; (d) use it only within the country that we shipped it to, except that you may use a terminal that was shipped to the European Economic Area in another country in the European Economic Area, if that country is supported; and (e) if you obtain equipment, software, or accessories branded by Verifone and shipped to you to an address in the United Kingdom or European Economic Area, you agree to comply with the Verifone Minimum Terms, as applicable.

You’ll be responsible for all shipping and handling charges for the POS terminal specified during the ordering process. We may restrict availability based on your region or limit the quantity of POS terminals that you may order. We may reject any order at any time, in which case, we’ll refund what you paid. Risk of loss for the POS terminal passes to you when the shipping carrier receives the terminal from our drop shipper for delivery, and title will transfer to you upon delivery. Shipping and delivery dates are estimates only and cannot be guaranteed. We are not liable for any delays in shipments. Unless a refund is required by law, there are no refunds for POS terminals and all transactions are final.

9. Intellectual Property

The Agreement does not transfer any Sunvoy or third-party intellectual property to you, and all right, title, and interest in and to such property remains (as between Sunvoy and you) solely with Sunvoy. Sunvoy, Sunvoy and all other trademarks, service marks, graphics, and logos used in connection with our websites or Services are trademarks or registered trademarks of Sunvoy (or Sunvoy’s licensors). Other trademarks, service marks, graphics, and logos used in connection with our Services may be the trademarks of other third parties. Using our Services doesn’t grant you any right or license to reproduce or otherwise use any Sunvoy or third-party trademarks.

You may not copy, alter, decompile, disassemble, reverse engineer, or otherwise modify any intellectual property of Sunvoy, including but not limited to Confidential Information of Sunvoy, or any intangible or tangible objects that embody Sunvoy’s intellectual property that you receive.

Patents.

Solar energy systems utilizing the Sunvoy application may be covered by one or more claims of U.S. Patent No. 10,908,573

10. Third-Party Services

While using the Services, you may enable, use, or purchase services, products, software, embeds, or applications (like themes, extensions, plugins, blocks, or point-of-sale terminals) provided or manufactured by a third party or yourself (“Third-Party Services”). : • Third-Party Services aren’t vetted, endorsed, or controlled by Sunvoy. • Any use of a Third-Party Service is at your own risk, and we won’t be responsible or liable to anyone for Third-Party Services. • Your use is solely between you and the respective third party (“Third Party”) and is governed by the Third Party’s terms and policies. • Some Third-Party Services may request or require access to your data — or to your visitors’ or customers’ data — through things like pixels or cookies. If you use the Third-Party Service or grant them access, the data will be handled in accordance with the Third Party’s privacy policy and practices, which you should carefully review before you use any Third-Party Services. Third-Party Services may not work appropriately with our Services and we may not be able to provide support for issues caused by any Third-Party Services. • If you have questions or concerns about how a Third-Party Service operates or need support, contact the Third Party directly. In rare cases we may at our discretion, suspend, disable, or remove Third-Party Services from your account or website.

11. Changes

We may update, change, or discontinue any aspect of our Services at any time. Since we’re constantly updating our Services, we sometimes have to change the legal terms under which they’re offered. The Agreement may only be modified by a written amendment signed by an authorized executive of Sunvoy, or if Sunvoy posts a revised version. We’ll let you know when there are changes, post them and update the “Last Updated” date, and we may also post on one of our blogs or send you an email or other communication before the changes become effective. Your continued use of our Services after the new terms take effect will be subject to the new terms. If you do not wish to accept the changes in the new terms, you must terminate the agreement and stop using our Services.

12. Termination

We may terminate your access to all or any part of our Services at any time, with or without cause, with or without notice, effective immediately. We have the right (though not the obligation) to, in our sole discretion, (i) refuse or remove any content that, in our reasonable opinion, violates any the Agreement or any Sunvoy policy, or is in any way harmful or objectionable, (ii) require you to make adjustments, restrict the resources your app uses, or terminate your access to the Services, if we believe your website’s storage or bandwidth usage burdens our systems (which is rare and typically only occurs when an app is used for file sharing or storage), or (iii) terminate or deny access to and use of any of our Services to any individual or entity for any reason. We will have no obligation to provide a refund of any fees previously paid.

You can stop using our Services at any time, or, if you use a Paid Service, you can cancel with a 90 day notice writing to [email protected], subject to the Fees, Payment, and Renewal section of these Terms. You remain responsible for payment of all services through the date of cancellation.

13. Disclaimers

Our Services are provided “as is.” Sunvoy and its suppliers and licensors hereby disclaim all warranties of any kind, express or implied, including, without limitation, the warranties of merchantability, fitness for a particular purpose and non-infringement. Neither Sunvoy, nor its suppliers and licensors, makes any warranty that our Services will be error free or that access thereto will be continuous or uninterrupted. You understand that you download from, or otherwise obtain content or services through, our Services at your own discretion and risk.

14. Governing Law and Disputes

Governing Law and Disputes. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia. Any and all disputes arising out of or relating to this Agreement, including fraud in the inducement, whether in contract or tort, law or equity, shall be resolved by final arbitration before one arbitrator in accordance with the then applicable rules of Judicial Arbitration and Mediation Implementation Services, Inc. Nothing in this Agreement precludes the Parties from agreeing to enter into Mediation before or after arbitration. Any arbitration shall take place in the Commonwealth of Virginia. Judgment upon any award rendered by the arbitrator may be entered by any state or federal court having jurisdiction thereof. If any Party to this Agreement brings an action to enforce its rights hereunder or to interpret or apply this Agreement, the prevailing Party shall be entitled to recover all of its costs and expenses, including legal interest thereon and all of its reasonable attorneys’ fees and costs incurred in connection with such action. The dispute resolution procedures in this section shall not apply prior to a Party seeking a provisional remedy related to claims of misappropriation or ownership of intellectual property, confidential information, or trade secrets such remedies above mentioned requiring injunctive relief shall be heard in a court of competent jurisdiction in a venue chosen by the party defending a claim brought by the other party.

15. Limitation of Liability

In no event will Sunvoy, or its suppliers, partners, or licensors, be liable (including for any third-party products or services purchased or used through our Services) with respect to any subject matter of the Agreement under any contract, negligence, strict liability or other legal or equitable theory for: (i) any special, incidental or consequential damages; (ii) the cost of procurement for substitute products or services; (iii) for interruption of use or loss or corruption of data; or (iv) for any amounts that exceed $50 or the fees paid by you to Sunvoy under the Agreement during the twelve (12) month period prior to the cause of action, whichever is greater. Sunvoy shall have no liability for any failure or delay due to matters beyond its reasonable control. The foregoing shall not apply to the extent prohibited by applicable law.

16. Indemnification

You agree to indemnify and hold harmless Sunvoy, its contractors, and its licensors, and their respective directors, officers, employees, and agents from and against any and all losses, liabilities, demands, damages, costs, claims, and expenses, including attorneys’ fees, arising out of or related to your use of our Services, including but not limited to your violation of the Agreement or any agreement with a provider of third-party services used in connection with the Services, Content that you post, and any ecommerce activities conducted through your or another user’s website.

17. US Economic Sanctions

You may not use the Services if such use is inconsistent with U.S. sanctions law or if you are on any list maintained by a U.S. government authority relating to designated, restricted or prohibited persons.

18. Translation

These Terms were originally written in English (US). We may translate these terms into other languages, and in the event of a conflict between a translated version of these Terms and the English version, the English version will control.

19. Miscellaneous

The Agreement (together with any other terms we provide that apply to any specific Service) constitutes the entire agreement between Sunvoy and you concerning our Services. If any part of the Agreement is unlawful, void, or unenforceable, that part is severable from the Agreement, and does not affect the validity or enforceability of the rest of the Agreement. A waiver by either party of any term or condition of the Agreement or any breach thereof, in any one instance, will not waive such term or condition or any subsequent breach thereof.

Sunvoy may assign its rights under the Agreement without condition. You may only assign your rights under the Agreement with our prior written consent.