Terms of Use

Agreement to These Terms

These Terms of Use (the "Terms") are a binding legal agreement between you and Engrain AI, LLC, an Arizona limited liability company, doing business as "Soaklysoft" ("Soaklysoft," "we," "us," or "our"), and govern your access to and use of the Soaklysoft software-as-a-service platform, the Soaklysoft websites (including soaklysoft.com), mobile and field applications, application programming interfaces, and all related products, features, content, and support services (collectively, the "Service").

By creating an account, clicking "I agree" (or a similar button), signing an order form or quote that references these Terms, or accessing or using the Service, you agree to be bound by these Terms. If you do not agree, you may not access or use the Service.

If you are entering into these Terms on behalf of a company, organization, or other legal entity (a "Customer" or "you"), you represent and warrant that you have the authority to bind that entity to these Terms, in which case "you" and "your" refer to that entity. If you do not have such authority, you must not accept these Terms or use the Service.

You must be at least 18 years old and able to form a legally binding contract to use the Service.

1. Definitions

• "Account" means the account you register to access and use the Service.
• "Authorized User" means an individual — such as your employee, contractor, or agent — whom you authorize to use the Service under your Account and for whom you have purchased a subscription seat or license.
• "Customer Data" means all data, information, records, and content that you or your Authorized Users submit to, store in, or generate through the Service, including records about your own customers, leads, contacts, employees, orders, invoices, inventory, and communications.
• "Documentation" means the usage guides, in-application help content, handbooks, and specifications we make available for the Service.
• "End Customer" means a customer, lead, contact, or other third party of yours whose information you process in the Service or who interacts with a portal, form, booking link, chat, email, or text message that you send or publish using the Service.
• "Order Form" means an order, quote, sign-up screen, subscription plan selection, or similar ordering document, whether online or written, that identifies the subscription, seats, fees, and term you have purchased.
• "Subscription Term" means the period during which you are authorized to use the Service, as set out in your Order Form or plan selection.
• "Third-Party Services" means any third-party products, applications, services, software, networks, systems, directories, websites, databases, or information that the Service links to or that you enable, integrate, or use in connection with the Service.

2. The Service and License to Use It

2.1 Access grant

Subject to your compliance with these Terms and payment of all applicable fees, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable right during the Subscription Term to access and use the Service for your internal business purposes, up to the number of seats, users, stores, or usage limits set out in your Order Form or plan.

2.2 Authorized Users

You may permit your Authorized Users to use the Service on your behalf. You are responsible for (a) each Authorized User's compliance with these Terms, (b) the accuracy and legality of anything they do in the Service, and (c) maintaining the confidentiality of all login credentials. Login credentials may not be shared among individuals; each Authorized User must have their own credentials. You will promptly notify us of any unauthorized use of, or access to, the Service or your Account.

2.3 Reservation of rights

The Service is licensed, not sold. Except for the limited rights expressly granted in these Terms, we and our licensors reserve all right, title, and interest in and to the Service. No rights are granted to you by implication, estoppel, or otherwise.

2.4 Free trials, demos, and evaluations

If we make the Service or any feature available on a free, trial, demo, pilot, or evaluation basis, it is provided solely for your internal evaluation, "as is," without any warranty, support, availability, or security commitment, and we may limit, suspend, or terminate it at any time without notice or liability. Any data you enter during a free or trial period may be permanently deleted when that period ends unless you purchase a subscription. Notwithstanding anything to the contrary, our total aggregate liability arising out of free, trial, demo, or evaluation use of the Service will not exceed one hundred U.S. dollars (US $100).

2.5 Mobile and field applications

Portions of the Service are available through mobile or field applications that we distribute. These Terms govern those applications, together with any additional terms presented at download or installation. You are responsible for the devices on which they are installed, for associated carrier data charges, and for keeping the applications current; applications may download and install updates automatically.

3. Account Registration and Security

To use the Service, you must register an Account and provide accurate, current, and complete information. You agree to keep that information up to date. You are solely responsible for all activity that occurs under your Account and for safeguarding credentials, including any administrator, owner, or dealer-level access. We are not liable for any loss or damage arising from your failure to maintain the security of your Account. We may refuse registration, or cancel an Account, at our discretion.

4. Fees, Billing, and Taxes

4.1 Fees

You agree to pay all fees for the subscription, seats, add-ons, usage, and other charges specified in your Order Form or plan (the "Fees"). Unless stated otherwise, Fees are quoted and payable in U.S. dollars and are based on the subscription purchased, not on actual usage — no refunds or credits are given for partial subscription periods, seats not used, or features not used, except as expressly stated in these Terms or required by law.

4.2 Billing and payment

You authorize us (and our third-party payment processor) to charge your designated payment method for all Fees when due. You are responsible for providing valid, current payment information. If a charge is declined, or any amount is past due, we may suspend or terminate your access to the Service after reasonable notice, and you remain liable for all outstanding amounts.

4.3 Automatic renewal

Unless your Order Form states otherwise, subscriptions automatically renew for successive periods equal to the prior term at the then-current rates, unless either party gives written notice of non-renewal at least 30 days before the end of the current term. You authorize us to charge the applicable renewal Fees using your payment method on file at the time of renewal.

4.4 Price changes

We may change our Fees or introduce new charges. For changes affecting an active subscription, we will provide reasonable prior notice, and the change will take effect at your next renewal.

4.5 Late payments

Overdue amounts may accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law, and you will reimburse us for reasonable costs of collection, including attorneys' fees.

4.6 Taxes

Fees are exclusive of taxes. You are responsible for all sales, use, VAT, GST, withholding, and other taxes and duties associated with your purchase, excluding taxes based on our net income. If we are required to collect taxes, we will charge them and you will pay them, unless you provide a valid tax-exemption certificate.

4.7 Payment processing and transactions you run through the Service

The Service includes features that let you accept payments, process card transactions, issue invoices, and record financial activity for your own business — for example through integrated payment processing and card-terminal features. Those payments are processed by third-party payment providers (such as Stripe), not by Soaklysoft. Your use of those features is subject to the payment provider's own terms, and you are responsible for your relationship and agreements with them, for the accuracy of the amounts you charge your End Customers, for chargebacks and refunds, and for compliance with card-network rules and applicable payment laws. Soaklysoft is not a party to, bank for, escrow agent for, or guarantor of any transaction between you and your End Customers, and is not a money transmitter or payment processor.

4.8 Usage verification

The Service may meter and record seat counts, Authorized Users, stores, and feature usage. We may review that information — and, on reasonable notice, request records reasonably necessary — to verify your compliance with these Terms and your Order Form. If your use exceeds what you purchased, we may invoice you for the excess use at our then-current rates, measured from when the excess began, and you will pay that invoice within thirty (30) days.

5. Customer Data

5.1 Ownership

As between you and us, you own all right, title, and interest in your Customer Data. We do not claim ownership of it.

5.2 License to us

You grant us a worldwide, non-exclusive, royalty-free license to host, copy, transmit, display, process, and otherwise use Customer Data solely as needed to (a) provide, maintain, secure, and improve the Service; (b) prevent or address technical or security problems and enforce these Terms; (c) provide support you request; and (d) comply with law. We may also create and use aggregated or de-identified data derived from use of the Service, provided it does not identify you, your Authorized Users, or your End Customers, for any lawful business purpose, including improving and benchmarking the Service.

5.3 Your responsibilities for Customer Data

You represent and warrant that (a) you have all rights, consents, and permissions necessary to submit Customer Data to the Service and to authorize our processing of it as described here; (b) your Customer Data and its use do not violate these Terms, any law, or any third-party right; and (c) you are solely responsible for the accuracy, quality, legality, and appropriateness of your Customer Data. You are responsible for determining whether the Service is appropriate for your data, and for maintaining your own copies of records you are legally required to retain.

5.4 Sensitive data

Except for the categories of data the Service is designed to handle in the ordinary course, you agree not to submit to the Service any data that requires heightened protection under law and that we have not agreed in writing to support — for example, full payment-card data outside of the integrated payment features, government identification numbers, protected health information subject to HIPAA, or other special categories of sensitive personal data. You are responsible for any such data you choose to submit.

5.5 Backups

We maintain routine backups of the Service as part of normal operations. However, you are responsible for maintaining your own backups of Customer Data that is critical to you. Except as expressly stated in a written service-level or support agreement, we are not liable for any loss, corruption, or unavailability of Customer Data.

5.6 Data export and deletion

During the Subscription Term you may export Customer Data using the Service's available export features. Following termination or expiration, we will make Customer Data available for export for a limited period of 30 days, after which we may permanently delete it in the ordinary course of business, except for copies retained in routine backups or as required by law.

6. Privacy and Data Protection

Our collection and use of personal information in connection with the Service is described in our Privacy Policy, which is incorporated into these Terms by reference. Where we process personal information contained in Customer Data on your behalf, we do so as your processor/service provider, and, if applicable law requires, the parties will enter into the Data Processing Addendum ("DPA") that will govern that processing and, in the event of a conflict on the subject of data protection, control over these Terms. You are the controller/business with respect to Customer Data and are responsible for providing all notices to, and obtaining all consents from, your Authorized Users and End Customers required for the processing performed through the Service.

7. Communications, Consent, and Marketing Compliance

The Service lets you send communications to your End Customers — including transactional and marketing email, SMS/text messages, appointment reminders, and portal, chat, form, and booking messages. You are solely responsible for all communications you send using the Service and for compliance with all laws and regulations governing them, including the Telephone Consumer Protection Act (TCPA), the CAN-SPAM Act, the Telemarketing Sales Rule, applicable state telemarketing and consumer-protection laws, carrier and messaging-provider requirements (such as 10DLC registration and campaign rules), and all applicable opt-in, consent, identification, and opt-out requirements.

You represent and warrant that you have obtained and will maintain all legally required consents from your End Customers before sending them messages, that you will promptly honor opt-out and unsubscribe requests, and that you will not use the Service to send unlawful, deceptive, or unsolicited communications. We provide consent-capture, suppression, and opt-out tooling as a convenience, but their availability does not shift responsibility for compliance to us, and you must not disable, circumvent, or misuse those controls. You will not falsify, backdate, or fabricate consent or opt-in records, and you will retain proof of consent as required by applicable law. You will indemnify us for claims arising from communications you send using the Service, as described in Section 15.

8. Acceptable Use

You will not, and will not permit any Authorized User or third party to:

1. use the Service in violation of any applicable law, regulation, or third-party right, or for any unlawful, fraudulent, harmful, deceptive, or infringing purpose;
2. copy, modify, translate, or create derivative works of the Service or Documentation, except as expressly permitted;
3. reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, underlying structure, or algorithms of the Service, except to the extent this restriction is prohibited by applicable law;
4. rent, lease, lend, sell, sublicense, distribute, time-share, or provide the Service as a service bureau to, or otherwise make it available to, any third party beyond your Authorized Users, except as expressly permitted;
5. remove, obscure, or alter any proprietary notices, or misrepresent the source or ownership of the Service;
6. access or use the Service to build, train, or improve a competing product or service, or to copy its features or user interface;
7. upload or transmit any viruses, malware, or other harmful code, or interfere with, disrupt, or attempt to gain unauthorized access to the Service, our systems, or other users' data or accounts;
8. probe, scan, penetration-test, or test the vulnerability of the Service, or breach or circumvent any security or authentication measures, without our prior written consent;
9. use any automated means (bots, scrapers, crawlers) to access the Service or extract data, or exceed rate limits or usage limits, except through supported interfaces and within documented limits;
10. use the Service to store or transmit material that is defamatory, harassing, obscene, or otherwise objectionable, or that infringes intellectual property or privacy rights;
11. share, resell, or transfer login credentials, or exceed your purchased seats, users, stores, or other usage limits; or
12. use the Service in any manner that could damage, disable, overburden, or impair it, or interfere with any other party's use of the Service.

We may investigate suspected violations and may suspend or terminate access for conduct we reasonably believe violates this Section or these Terms, as described in Section 13.

9. Third-Party Services and Integrations

The Service interoperates with, links to, or lets you enable Third-Party Services — for example accounting systems (such as QuickBooks Online), payment processors (such as Stripe and Stripe Terminal), messaging and email providers, mapping/tile providers, advertising and lead sources, and other tools. Your use of any Third-Party Service is governed by that provider's own terms and privacy policy, and is a relationship solely between you and that provider. We do not control, and are not responsible or liable for, Third-Party Services, including their availability, accuracy, security, or the acts or omissions of their providers. Enabling an integration authorizes us to exchange Customer Data with that Third-Party Service as needed to provide the integration. If a Third-Party Service becomes unavailable, changes, or is discontinued, we may suspend or discontinue the related feature without liability to you.

10. Professional Advice Disclaimer

The Service includes accounting, tax, payroll, inventory-valuation, financial-reporting, commission, pricing, sales-forecasting, and similar tools, and features that summarize or recommend actions. These tools are provided for your convenience and do not constitute legal, tax, accounting, financial, insurance, employment, or other professional advice, and are not a substitute for the judgment of a qualified professional. You are solely responsible for verifying the accuracy of calculations and outputs, for your own financial and tax reporting and record-keeping, and for decisions you make based on the Service. You should consult your own accountant, attorney, or other advisor as appropriate.

10.1 Water care, chemicals, and safety information

The Service may include features that record water-test results, suggest treatment or dosing amounts, store safety data sheets, or track hazardous materials. These features are informational aids only and are not a substitute for the judgment of trained personnel. Any chemical dosing, water-treatment, or safety output must be independently verified by qualified personnel before use, and you must always follow product labels, safety data sheets, manufacturer instructions, and applicable laws. You are solely responsible for the safe storage, handling, application, transport, and disposal of chemicals, for the accuracy of safety information you store in the Service, and for any advice or instructions you give your End Customers, and you assume all risk of personal injury, property damage, and environmental harm arising from them.

10.2 No emergency or high-risk use

The Service — including its chat, messaging, portal, ticketing, and support features — is not monitored in real time and must not be used for emergency communications. In an emergency, call 911 or your local emergency services. The Service is not designed, tested, or licensed for use in any application in which its failure or unavailability could lead to death, personal injury, or severe physical, property, or environmental damage, and you will not use it for any such purpose.

11. AI and Automated Features

The Service may include artificial-intelligence and automated features — for example call and meeting transcription and summarization, suggested replies, lead scoring, next-best-action and coaching recommendations, data-quality suggestions, and similar capabilities ("AI Features"). AI Features generate output based on data and models and may produce results that are inaccurate, incomplete, out of date, or otherwise unsuitable. Output is provided "as is," is not guaranteed to be correct, and must be independently reviewed by a human before you rely on or act on it. You are responsible for how you use AI Feature output. You will not use AI Features in a manner that violates applicable law (including recording, wiretapping, and consent laws for call/meeting features), and you are responsible for obtaining any consents required before recording or processing communications.

12. Intellectual Property; Feedback

12.1 Our IP

The Service, Documentation, and all related software, technology, designs, text, graphics, logos, and the "Soaklysoft" name and marks, and all intellectual property rights in them, are and remain our exclusive property and that of our licensors. Nothing in these Terms transfers any ownership to you.

12.2 Your marks

If you provide us with your name, logo, or marks for configuration, white-labeling, communications, or portal branding, you grant us a limited license to use them solely to provide the Service to you.

12.3 Feedback

If you give us suggestions, ideas, or feedback about the Service ("Feedback"), you grant us a perpetual, irrevocable, worldwide, royalty-free license to use and incorporate the Feedback into our products and services without restriction or obligation to you.

12.4 Copyright complaints (DMCA)

We respect intellectual-property rights and respond to notices submitted under the Digital Millennium Copyright Act. If you believe material available through the Service infringes your copyright, send a notice containing the information required by 17 U.S.C. § 512(c)(3) to logan@soaklysoft.com with the subject line "DMCA Notice." We may remove or disable access to allegedly infringing material, may forward your notice to the party that posted the material, and will terminate the Accounts of repeat infringers in appropriate circumstances.

13. Suspension and Termination

13.1 Termination by you

You may stop using the Service and terminate your subscription as of the end of your then-current Subscription Term by providing notice as described in Section 4.3. Unless required by law or expressly stated, termination does not entitle you to a refund of prepaid Fees.

13.2 Suspension and termination by us

We may suspend or terminate your access to all or part of the Service, with or without notice, if (a) you materially breach these Terms (including non-payment) and, where the breach is curable, fail to cure it within 10 days of notice; (b) we reasonably believe your use poses a security risk, may harm our systems or other customers, or may subject us to liability; (c) you become insolvent or subject to bankruptcy or similar proceedings; or (d) we are required to do so by law. We may also suspend individual features tied to Third-Party Services as described in Section 9.

13.3 Effect of termination

Upon termination or expiration, your right to access and use the Service ceases, and you must stop using it. Section 5.6 governs data export and deletion. Any provisions that by their nature should survive termination — including Sections 4 (accrued fees), 5.2, 8, 10, 11, 12, 14, 15, 16, 17, and 18–22 — survive.

14. Service Availability, Support, and Changes

We will use commercially reasonable efforts to make the Service available, but we do not guarantee uninterrupted or error-free operation. The Service may be unavailable during planned maintenance, updates, or events beyond our reasonable control. Any uptime commitments or support-response targets apply only if expressly stated in a separate written service-level agreement.

We may modify, update, add, or remove features of the Service from time to time. We will not materially reduce the core functionality of the subscription you purchased during a paid term; outside of that, we may evolve the Service. We may release features labeled beta, preview, early access, or similar ("Beta Features"), which are provided "as is," may be changed or withdrawn at any time, and are excluded from any warranty or service commitment.

15. Indemnification

You will defend, indemnify, and hold harmless Soaklysoft and its affiliates, and their respective officers, directors, employees, and agents, from and against any third-party claims, demands, suits, or proceedings, and all resulting losses, damages, liabilities, settlements, costs, and expenses (including reasonable attorneys' fees), arising out of or relating to: (a) your Customer Data, including any claim that it infringes or violates the rights of a third party or applicable law; (b) communications you send using the Service and your compliance obligations under Section 7; (c) your or your Authorized Users' use of the Service in violation of these Terms or applicable law; (d) your products, services, and transactions with your End Customers; and (e) your use of Third-Party Services. We will notify you of the claim, give you control of the defense (provided any settlement that imposes obligations on us requires our consent), and reasonably cooperate at your expense.

16. Disclaimer of Warranties

THE SERVICE, DOCUMENTATION, AND ALL RELATED CONTENT AND FEATURES ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE AND OUR LICENSORS AND SUPPLIERS DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; THAT DEFECTS WILL BE CORRECTED; THAT THE SERVICE OR THE SYSTEMS THAT MAKE IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR THAT ANY DATA, OUTPUT, CALCULATION, RECOMMENDATION, OR RESULT OBTAINED FROM THE SERVICE (INCLUDING FROM AI FEATURES) WILL BE ACCURATE, COMPLETE, OR RELIABLE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM US CREATES ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.

17. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

(a) No indirect damages. NEITHER PARTY (AND, IN OUR CASE, OUR AFFILIATES, LICENSORS, AND SUPPLIERS) WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, GOODWILL, BUSINESS, OR ANTICIPATED SAVINGS, OR ANY LOSS, CORRUPTION, OR UNAVAILABILITY OF DATA, ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER THEORY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

(b) Liability cap. OUR TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE WILL NOT EXCEED THE TOTAL FEES YOU ACTUALLY PAID TO US FOR THE SERVICE IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

(c) THE LIMITATIONS IN THIS SECTION APPLY EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE, AND REFLECT AN AGREED ALLOCATION OF RISK THAT IS A FUNDAMENTAL BASIS OF THE BARGAIN BETWEEN THE PARTIES. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS, SO SOME OF THE ABOVE MAY NOT APPLY TO YOU; IN SUCH CASES, OUR LIABILITY IS LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

18. Confidentiality

Each party may disclose confidential business or technical information to the other in connection with the Service. The receiving party will use the disclosing party's confidential information only to perform under these Terms, will protect it with at least reasonable care, and will not disclose it except to personnel and advisors who need to know it and are bound by comparable obligations. This does not apply to information that is or becomes public through no fault of the receiving party, was already known to it without obligation, is independently developed, or is rightfully received from a third party. A party may disclose confidential information if legally compelled, provided it gives reasonable notice where permitted. The terms and pricing of any non-standard Order Form are our confidential information.

19. Modifications to These Terms

We may update these Terms from time to time. If we make material changes, we will provide reasonable notice — for example by posting the updated Terms with a new "Last Updated" date, by email, or through the Service. Changes are effective as of the date stated, and your continued use of the Service after the effective date constitutes acceptance. If you do not agree to the updated Terms, you must stop using the Service. If you have a signed Order Form for a fixed term, material changes will apply to your subscription upon its renewal unless we state otherwise or the change is required by law.

20. Governing Law and Dispute Resolution

20.1 Governing law

These Terms are governed by the laws of the State of Arizona, without regard to its conflict-of-laws rules, and, where applicable, the U.S. Federal Arbitration Act. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

20.2 Informal resolution

Before filing a claim, the parties agree to try in good faith to resolve any dispute informally by contacting each other in writing and negotiating for at least 30 days.

20.3 Binding arbitration; class-action waiver

Any dispute arising out of or relating to these Terms or the Service that is not resolved informally will be resolved by final and binding arbitration administered by the American Arbitration Association under its applicable rules, before a single arbitrator, seated in Phoenix, Arizona, and conducted in English. Payment of filing, administrative, and arbitrator fees will be governed by the applicable rules of the American Arbitration Association. The parties waive any right to a jury trial and to participate in a class, collective, or representative action; disputes will be resolved only on an individual basis, and the arbitrator may not consolidate more than one party's claims or award relief to anyone other than the individual party seeking relief. Either party may bring an individual claim in small-claims court, and either party may seek injunctive relief in a court of competent jurisdiction to protect its intellectual property or confidential information. Judgment on an arbitration award may be entered in any court of competent jurisdiction.

If twenty-five (25) or more demands for arbitration raising similar claims against us are filed with the assistance of the same or coordinated counsel, the parties agree that the demands will be resolved in staged, batched proceedings of up to ten (10) demands per batch, with all other demands (and the applicable filing fees and limitation periods) tolled and held in abeyance until their batch begins. This paragraph is essential to this Section and is not severable from the agreement to arbitrate.

If the class-action waiver above is found unenforceable as to a particular claim, that claim — and only that claim — must be severed from arbitration and brought in the courts identified in Section 20.4, and the remainder of this Section remains in effect.

20.4 Venue for non-arbitrable disputes

For any dispute that is not subject to arbitration under Section 20.3, the parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Maricopa County, Arizona, and each party waives any objection to that venue and, to the extent permitted by law, any right to a jury trial.

20.5 Time limit

To the extent permitted by law, any claim relating to the Service must be brought within one (1) year after it arises, or it is permanently barred.

21. Compliance with Laws; Export

Each party will comply with all laws applicable to its performance under these Terms, including applicable anti-bribery and anti-corruption laws such as the U.S. Foreign Corrupt Practices Act. You represent that you and your Authorized Users are not on any government restricted-party or denied-party list and are not located in an embargoed country, and you will not export, re-export, or use the Service in violation of applicable export-control and sanctions laws.

22. General

• 22.1 Entire agreement / order of precedence. These Terms, together with any Order Form, the Privacy Policy, any DPA, and any policies referenced here, constitute the entire agreement between the parties regarding the Service and supersede all prior or contemporaneous agreements and understandings. If you and Soaklysoft have signed a separate master subscription or software agreement, that signed agreement controls to the extent it conflicts with these Terms. Otherwise, in a conflict, an Order Form controls over these Terms only as to the specific commercial terms it addresses (fees, seats, term); on all other matters these Terms control. Any conflicting or additional terms in your purchase order or forms are rejected and have no effect.
• 22.2 Assignment. You may not assign or transfer these Terms without our prior written consent, except to a successor in connection with a merger, acquisition, or sale of substantially all assets, provided the successor is not our competitor and assumes all obligations. We may assign these Terms freely. Any prohibited assignment is void.
• 22.3 Independent contractors. The parties are independent contractors. These Terms create no partnership, franchise, joint venture, agency, fiduciary, or employment relationship.
• 22.4 No third-party beneficiaries. These Terms do not create any rights in favor of any third party.
• 22.5 Force majeure. Neither party is liable for any delay or failure to perform (other than payment obligations) due to causes beyond its reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, labor disputes, governmental action, internet or utility failures, and failures of Third-Party Services.
• 22.6 Notices; electronic communications. Notices to you may be given through the Service or to the email or postal address associated with your Account. Notices to us must be sent by email to logan@soaklysoft.com. Notices are effective on receipt (and, for email, on confirmed delivery). You consent to receive agreements, notices, disclosures, and other communications from us electronically, and agree that electronic delivery satisfies any legal requirement that a communication be in writing.
• 22.7 Waiver and severability. A failure to enforce any provision is not a waiver. If any provision is held unenforceable, it will be modified to the minimum extent necessary, or severed, and the remaining provisions will remain in full force.
• 22.8 Publicity. We may identify you as a customer, using your name and logo, in customer lists and marketing materials, unless you notify us in writing that you opt out.
• 22.9 Government use. If you are a U.S. government entity, the Service is a "commercial item" and is provided with only the rights granted to all other users under these Terms.
• 22.10 Headings. Section headings are for convenience only and do not affect interpretation.

23. Contact Us

Questions about these Terms may be sent to:

Engrain AI, LLC d/b/a Soaklysoft Email: logan@soaklysoft.com Web: soaklysoft.com

By using the Service, you acknowledge that you have read, understood, and agree to be bound by these Terms of Use.