Product: 1sixty8 Manifold Operator: 1sixty8 media, inc., a Pennsylvania S corporation Version: 1.2 Effective Date: [DATE OF ADOPTION] Last Updated: [DATE OF ADOPTION]
Status: DRAFT for attorney review. This document was drafted by the founder with AI assistance. It is not legal advice. Do not publish or rely on any portion of this text until it has been reviewed and approved by counsel admitted to practice in Pennsylvania and familiar with U.S. SaaS commercial contracting.
This summary describes the key points of these Terms in plain language. It is provided for convenience. The formal sections that follow govern in the event of any conflict with this summary.
legal@1sixty8.com1sixty8 media, inc. ("1sixty8 media," "we," "us," or "our") is a Pennsylvania S corporation operating 1sixty8 Manifold, a cloud-based software platform for service businesses. Our principal address is:
1sixty8 media, inc. 273 Smith Road Kunkletown, PA 18058
These Terms of Service (the "Terms") govern Customer's access to and use of 1sixty8 Manifold (the "Service"). The Service is licensed, not sold.
2.1 How acceptance occurs. By clicking "I agree" (or similar) during sign-up, by signing an order form that references these Terms, or by using the Service, Customer agrees to be bound by these Terms, together with our Privacy Policy, Acceptable Use Policy, and any other policies referenced in these Terms.
2.2 Who is bound. The individual accepting these Terms represents that (i) they are at least 18 years old, (ii) they have full legal authority to bind the business on whose behalf they are acting, and (iii) that business (referred to in these Terms as "Customer") is our counterparty. The individual is not personally our counterparty, but remains responsible for the accuracy of the representations they make on behalf of Customer.
2.3 Order of precedence. These Terms, together with the following documents, form the entire agreement between the parties regarding the Service:
/legal/dpa, which is automatically incorporated into these TermsIn the event of conflict, the order above governs — a signed order form controls over these Terms; these Terms control over the Acceptable Use Policy and Privacy Policy; and so on. Within the scope of its subject matter, each document governs first.
3.1 United States only. The Service is offered to businesses located in the United States and its territories. Customer represents that its principal place of business is in the United States. If Customer's principal place of business is outside the United States, Customer is not eligible to use the Service.
3.2 Sanctions and export compliance. Customer represents that (i) Customer is not identified on any U.S. government list of prohibited or restricted parties (including the OFAC Specially Designated Nationals List), (ii) Customer is not owned or controlled by any such party, and (iii) Customer is not located in any country or region embargoed by the U.S. government.
3.3 Prohibited business categories. Customer represents that its business is not in any category prohibited by the Service's payment processor or by applicable law. If Customer's business becomes prohibited by the payment processor's rules or by applicable law after Customer begins using the Service, Customer agrees to notify us and we may terminate the subscription for cause.
3.4 Legitimate business. The Service is intended for legitimate business use. Customer must be a legal entity or a sole proprietor operating an active business, not a consumer.
4.1 What is provided. We provide Customer with access to 1sixty8 Manifold, a cloud-based platform with features for managing the operations of a service business, including customer records, vehicles, estimates, work orders, invoices, payments, scheduling, messaging, reporting, and related capabilities. Specific features available to Customer depend on the subscription plan and any module add-ons Customer has selected.
4.2 Authorized Users. Customer may permit its employees and contractors ("Authorized Users") to access and use the Service on Customer's behalf. Customer is responsible for the acts and omissions of its Authorized Users. Customer must ensure each Authorized User has read and agrees to comply with these Terms and the Acceptable Use Policy. The number of Authorized Users permitted under Customer's subscription is set by the applicable plan.
4.3 License grant. Subject to Customer's compliance with these Terms and payment of applicable fees, we grant Customer a limited, non-exclusive, non-sublicensable, non-transferable, revocable license during the subscription term to access and use the Service for Customer's internal business operations.
5.1 Billing options. Customer may subscribe on a monthly, quarterly, or annual billing cycle. Longer cycles are offered at a discount, as shown on the plan selection page at the time of sign-up. Customer selects its billing cycle at sign-up and may change the cycle at the next renewal.
5.2 Payment in advance. All subscription fees are paid in advance for the upcoming billing period. Customer authorizes us (or our payment processor) to charge Customer's designated payment method at the beginning of each billing period.
5.3 Auto-renewal. Subscriptions renew automatically at the end of each billing period for another period of the same length, at the then-current fees, unless Customer cancels before the renewal date or we provide notice of non-renewal. By accepting these Terms, Customer consents to automatic renewal.
5.4 No refunds; no prorations. Except where expressly stated in these Terms, all fees are non-refundable. Customer will not receive prorated refunds for periods unused due to Customer's cancellation, account downgrade, removal of Authorized Users, or any other reason attributable to Customer. If Customer pays for a period and then cancels or reduces usage, Customer's service continues through the end of that already-paid period at the level originally paid for.
5.5 Price changes. We may change subscription fees from time to time. Price changes do not take effect mid-term. A price change will apply at Customer's next renewal after the change. We will provide at least 30 days' advance written notice of a price change before it applies to Customer. Customer may choose not to renew by cancelling before the renewal date.
5.6 Mid-cycle upgrades and add-ons. If Customer adds a module, upgrades to a higher plan, or adds Authorized Users mid-cycle, the change takes effect at the next billing period unless we expressly offer a mid-cycle activation option. Downgrades and removals take effect at the next billing period; Customer continues to pay the current fees through the remainder of the paid period.
5.7 Taxes. All fees are exclusive of applicable sales, use, VAT, or similar taxes, which are Customer's responsibility. If we are required to collect such taxes, they will be added to Customer's invoices or charges.
5.8 Payment failures. If a payment fails, Section 6.3 applies.
6.1 Term. The subscription term begins on Customer's acceptance of these Terms (or the date the subscription is activated) and continues until terminated as provided in this Section.
6.2 Cancellation by Customer (for convenience). Customer may cancel its subscription at any time through the account settings or by contacting us. Cancellation takes effect at the end of the already-paid billing period, and Customer's service continues through that date. Customer will not receive a refund for any portion of the paid period.
6.3 Non-payment, grace, and read-only mode.
(a) Retry period (14 days). If a payment fails, we (or our payment processor) will retry the charge for up to 14 days. Customer retains full access to the Service during this period.
(b) Read-only period (30 days). If the account remains unpaid after the retry period, the Service switches to read-only mode for an additional 30 days. During read-only mode, Customer and its Authorized Users may log in, view historical records, export and print data, and access prior invoices and customer files. Creating new records, sending SMS or email messages, taking payments, editing customers or inventory, and any other action that could accrue new obligations or third-party charges will be disabled. A banner will indicate the account is past due and will provide the means to cure.
(c) Termination for non-payment. If the account remains unpaid at the end of the 30-day read-only period, we may terminate the subscription for cause under Section 6.5. No reactivation fee will be charged for accounts that cure during the retry or read-only periods; Customer is responsible only for overdue balances.
6.4 Termination by us for convenience. We may terminate Customer's subscription for any reason or no reason on 30 days' written notice to Customer. In that event, we will refund a pro-rata portion of any prepaid unused fees as of the effective date of termination. This is the only circumstance under which fees paid in advance are refunded to Customer.
6.5 Termination for cause (either party). Either party may terminate the subscription for cause, effective on written notice, if the other party:
(a) materially breaches these Terms and (where the breach is curable) fails to cure within 15 days of written notice of the breach; (b) becomes subject to insolvency, bankruptcy, receivership, or similar proceedings; or (c) ceases to operate.
In addition, we may terminate for cause immediately if Customer (i) fails to pay when due and fails to cure under Section 6.3, (ii) violates the Acceptable Use Policy or applicable law, (iii) engages in fraud or abuse, or (iv) creates a material security risk to the Service or other customers.
6.6 Suspension rights. In addition to the read-only mechanism in Section 6.3, we may suspend Customer's access to the Service (in whole or in part, for specific users or for Customer's entire account) without prior notice if we reasonably believe Customer's use poses an immediate security risk, violates applicable law, or risks material harm to the Service or other customers. We will attempt to notify Customer at or before suspension where practicable, and will restore access promptly when the cause is resolved.
6.7 Effect of termination.
(a) Customer's right to use the Service ends on the effective date of termination. (b) Customer will pay any amounts accrued but unpaid as of the termination date. (c) Customer Data is handled under our Privacy Policy: a 30-day export grace period, followed by deletion of Customer Data from production systems within 60 days of the termination date, with backup purging within 30 days thereafter. (d) Provisions that by their nature should survive termination (including Sections 5, 6.7, 8 through 19, and any provision that expressly survives) will survive.
7.1 Service availability. We will use commercially reasonable efforts to keep the Service available. The Service is provided on an as-is, as-available basis as further described in Section 14. We do not commit to any specific uptime, response-time, or availability metric. We may perform scheduled maintenance and will attempt to give advance notice of maintenance that is expected to cause a material service interruption.
7.2 Support channels. Customer support is provided through channels available within the Service. These currently include:
(a) In-app AI Assistant. An AI-powered assistant trained on 1sixty8 Manifold, available from within the application, for general questions and common troubleshooting. Responses are automatically generated and may be incomplete or inaccurate. Customer is responsible for verifying any AI-generated guidance that affects business, legal, tax, or financial decisions before acting on it.
(b) Support Tickets. Customer may submit a support ticket through the in-app ticketing system for issues the AI Assistant cannot resolve. We will use commercially reasonable efforts to respond to support tickets during business hours (Monday through Friday, U.S. Eastern Time, excluding U.S. federal holidays). We do not commit to a specific response time.
7.3 No phone or on-site support. Support is not provided by telephone, on-site visit, or outside business hours, except at our sole discretion. We may add, modify, suspend, or remove support channels, including the AI Assistant, in our sole discretion. If we materially reduce the overall support offering, we will notify Customer under Section 18.
8.1 Definition. "Customer Data" means the data, content, and information that Customer, its Authorized Users, or its end-customers submit to the Service or that the Service stores on Customer's behalf, including customer records, vehicle records, invoices, work orders, estimates, purchase orders, communications content, photos, and notes.
8.2 Ownership. As between the parties, Customer owns all right, title, and interest in and to Customer Data.
8.3 License to us. Customer grants us a worldwide, non-exclusive, royalty-free license to host, store, transmit, display, index, back up, reformat (solely for technical delivery), and otherwise process Customer Data for the sole purposes of (i) providing, operating, maintaining, and supporting the Service for Customer's benefit, (ii) protecting the security and integrity of the Service and detecting or preventing fraud or abuse, and (iii) complying with applicable law. This license is not a general-purpose license; it is bounded by those three operational purposes. It terminates when Customer Data is deleted under Section 6.7 or the Privacy Policy, subject to backup purging timeframes.
8.4 Aggregated and deidentified data. We may create aggregated and deidentified statistics, metrics, and analyses derived from Customer Data ("Aggregated Data"), provided that Aggregated Data does not identify any individual, Customer, or any Customer's end-customer. We may use Aggregated Data for any lawful purpose, including product development, operational reporting, and industry benchmarking.
8.5 No AI training without opt-in. We will not use Customer Data to train, fine-tune, or improve artificial intelligence or machine learning models unless Customer has affirmatively enrolled in a specific opt-in program we may offer from time to time. Participation in any such program is never a condition of using the Service.
8.6 No sale; no advertising sharing. We do not sell Customer Data. We do not share Customer Data with third parties for advertising or cross-context behavioral advertising purposes.
8.7 Privacy Policy. Our Privacy Policy describes how we collect, use, and protect personal information and is incorporated into these Terms. In the event of a conflict between these Terms and the Privacy Policy regarding personal information, the Privacy Policy governs.
8.8 Data Processing Addendum. Our Data Processing Addendum, published at /legal/dpa, is incorporated into these Terms for purposes of data-processing obligations under applicable U.S. state privacy laws and other applicable privacy regimes. No separate signature is required for the Data Processing Addendum to be effective; Customer may request a countersigned copy for its internal records. In the event of a conflict between these Terms and the Data Processing Addendum regarding the Processing of Personal Information, the Data Processing Addendum governs within its scope.
8.9 Customer's responsibilities for data it uploads. Customer is responsible for the accuracy, legality, and quality of Customer Data. Customer represents that (i) Customer has the right to submit Customer Data to the Service, (ii) any personal information about Customer's end-customers was collected with the consents and notices required by applicable law, and (iii) Customer's use of the Service to process Customer Data complies with applicable law.
9.1 Our IP. The Service, including all software, interfaces, graphics, documentation, content we provide, trademarks, logos, and any modifications or derivatives of the foregoing, is owned by 1sixty8 media and its licensors. Except for the limited license granted in Section 4.3, no right, title, or interest in the Service is transferred to Customer.
9.2 Restrictions on use. Customer will not, and will not permit any Authorized User or third party to:
(a) reverse-engineer, decompile, disassemble, or otherwise attempt to derive the source code, architecture, or underlying algorithms of the Service, except to the extent applicable law expressly permits despite this restriction; (b) copy, modify, adapt, translate, or create derivative works of the Service; (c) rent, lease, resell, sublicense, distribute, or otherwise transfer access to the Service to any third party; (d) use the Service to build or support a product or service that competes with the Service; (e) scrape, crawl, data-mine, or bulk-export content from the Service by automated means, except through features we expressly provide for that purpose; (f) circumvent, disable, or otherwise interfere with any security, rate-limiting, or authentication features of the Service; (g) use the Service in excess of the scope of Customer's subscription plan (including limits on Authorized Users, locations, or modules); or (h) use the Service for any unlawful purpose or in violation of the Acceptable Use Policy.
Conduct-level and operational rules (prohibited content, abuse patterns, rate limits, and similar) are described in the Acceptable Use Policy.
9.3 Feedback. Customer and its Authorized Users may choose to provide feedback, suggestions, or ideas to us regarding the Service. All such feedback is non-confidential. Customer grants us a perpetual, irrevocable, worldwide, royalty-free, fully paid-up license to use, modify, incorporate, and commercialize any feedback for any purpose, with no obligation to credit, compensate, or notify Customer.
Customer's use of the Service is subject to our Acceptable Use Policy, which is incorporated into these Terms. The Acceptable Use Policy describes prohibited content and conduct, including restrictions on spam and unsolicited messaging, harassment, infringing content, interference with the Service, and other activities that could harm us, other customers, or end-users. Violation of the Acceptable Use Policy is a material breach of these Terms.
11.1 General. The Service integrates with or otherwise interacts with services provided by third parties ("Third-Party Services"). Customer's use of a Third-Party Service is governed by the third party's own terms and privacy policies. We are not responsible for Third-Party Services and do not warrant their availability, accuracy, or compliance. We may add, change, or remove Third-Party Service integrations at any time. Customer is responsible for obtaining and maintaining its own accounts with Third-Party Service providers where required.
11.2 Payment processing. The Service uses a third-party payment processor (currently Stripe, Inc.) to process credit and debit card transactions. Customer's use of payment functionality is subject to the processor's own terms and to applicable card-network rules. Customer is responsible for compliance with state laws regarding credit card surcharges, convenience fees, cash discounts, and disclosures to Customer's end-customers. We do not store full payment-card numbers; card data is tokenized and stored by the processor. Chargebacks and disputed transactions are handled in accordance with the processor's rules, and Customer is responsible for responding to chargeback inquiries.
11.3 SMS messaging. The Service uses a third-party messaging provider (currently Telnyx LLC) to deliver SMS and MMS messages on Customer's behalf. Customer is responsible for compliance with all laws applicable to SMS messaging, including the Telephone Consumer Protection Act (TCPA), state mini-TCPA statutes, and carrier-level registration and policy requirements (including 10DLC brand and campaign registration). Customer is solely responsible for obtaining legally sufficient consent from each recipient before sending any SMS or MMS message through the Service, for handling opt-out requests as required by law, for maintaining records of consent, and for the content of Customer's messages. Customer's use of the SMS functionality is subject to the messaging provider's acceptable use policy in addition to ours. Customer will indemnify us for claims arising from Customer's non-compliance with these requirements, in accordance with Section 16.
11.4 Email delivery. The Service uses a third-party email-delivery provider (currently SendGrid, a Twilio company) to send transactional and notification emails on Customer's behalf. Customer is responsible for compliance with CAN-SPAM, state email marketing laws, and the email-delivery provider's acceptable use policy, including providing accurate sender identification, honoring unsubscribe requests, and maintaining list hygiene.
11.5 Meta messaging services. The Service integrates with Meta Platforms' business messaging APIs for Facebook Messenger and Instagram direct messaging. Customer connects its Facebook Page and Instagram business account to the Service through an authorization (OAuth) flow, which Customer may revoke at any time. Customer's use of these features is subject to Meta's Platform Terms, Commerce Policies, and messaging policies, including Meta's customer-messaging window restrictions, business verification requirements, and content restrictions. Meta may revoke, rate-limit, or change access at any time, and we are not responsible when Meta does so. Customer represents that any message sent via the Service through Meta's APIs complies with Meta's applicable policies. Customer will indemnify us for claims arising from non-compliance, in accordance with Section 16.
11.6 Reviews integrations. The Service integrates with third-party review platforms (currently Google Business Profile, Facebook, and Instagram) to display and respond to reviews of Customer's business. Customer connects its accounts through authorization (OAuth) flows and may disconnect at any time. Customer is responsible for compliance with each platform's review authenticity policies and acceptable use rules. We do not create or originate review content; we display Customer's own content and synchronize replies Customer composes. Customer's use of the Reviews integration with Google Business Profile is additionally subject to Google's Terms of Service (https://policies.google.com/terms) and the Google Maps/Google Earth Additional Terms of Service. Google may revoke, rate-limit, or change API access at any time, and we are not responsible when Google does so. Our use and storage of data received through this integration is further described in Section 13 of our Privacy Policy.
11.7 Mitchell1 ProDemand. If Customer uses the ProDemand integration, Customer's access is provided under pass-through terms from Mitchell1's license. Customer will not (i) reverse-engineer, redistribute, or resell ProDemand data or content, (ii) bulk-export or scrape ProDemand content, (iii) use ProDemand content outside the operational scope of Customer's shop (for example, using ProDemand content to populate a separate database or for any competing product), or (iv) otherwise violate the Mitchell1 license terms in effect at the time of use. We make no warranty regarding the accuracy of ProDemand data; data accuracy is Mitchell1's responsibility under its own terms.
11.8 AI assistant services. The Service's in-app AI Assistant uses one or more third-party large-language-model providers. Support queries Customer submits through the AI Assistant may be transmitted to the AI provider to generate responses. We take reasonable steps to limit the information sent to the AI provider to what is necessary to answer the query and we select AI providers whose terms restrict the use of submitted content to processing the query itself. We do not permit AI providers to use the content of Customer's AI Assistant queries to train AI models outside the scope of the Customer Data AI-training rule in Section 8.5.
11.9 Other Third-Party Services. The Service may use additional Third-Party Services for functions including mapping, VIN decoding, reverse IP lookup, content delivery, and other utility purposes. Customer's use of these features is subject to the applicable third-party terms. We publish a current list of material subprocessors at /legal/subprocessors and provide advance notice of changes in accordance with our Privacy Policy.
From time to time we may designate specific features, services, tenants, or accounts as "beta," "preview," "early access," "experimental," or similar ("Pre-Release"). Pre-Release items are made available to allow Customer to evaluate and provide feedback and are subject to the following terms, which supplement but where inconsistent override the other provisions of these Terms:
(a) As-is. Pre-Release is provided strictly as-is and as-available. It may be incomplete, inaccurate, unreliable, unavailable, or contain errors. We disclaim all warranties with respect to Pre-Release items.
(b) No support or availability commitment. Support coverage, service availability, and uptime commitments do not apply to Pre-Release items.
(c) No IP indemnification. Section 16.1 (our IP indemnification) does not apply to claims arising from Customer's use of a Pre-Release item.
(d) Data loss. We may reset, reinitialize, or remove data entered through a Pre-Release item during development. Customer should not rely on Pre-Release items for data Customer cannot afford to lose.
(e) Discontinuation. We may discontinue, suspend, or materially change Pre-Release items at any time, with or without notice. Customer's sole remedy is to discontinue use.
(f) Feedback. Feedback about Pre-Release items is subject to the feedback license in Section 9.3.
(g) Confidentiality. Customer will treat information about non-public Pre-Release items as our Confidential Information under Section 17 until we release the item to the general public.
(h) Additional terms. We may impose additional terms (including a separate beta-program agreement) for specific Pre-Release programs; such terms will be provided at enrollment.
13.1 Representations at acceptance. At acceptance of these Terms and each time Customer uses the Service, Customer represents and warrants that:
(a) Customer and the individual accepting these Terms each have the legal authority described in Section 2.2; (b) Customer Data, including personal information about Customer's end-customers, was collected with the consents and notices required by applicable law, and Customer has the right to provide it to us for processing under these Terms; (c) Customer's use of the Service complies and will continue to comply with applicable laws, including TCPA, CAN-SPAM, state privacy laws, tax laws, state licensing rules applicable to Customer's trade or profession, and consumer-protection laws; (d) Customer provides its end-customers with whatever privacy notices, disclosures, and consent mechanisms are required by applicable law (the content of Customer's own privacy policy is Customer's responsibility); and (e) all information Customer provides to us (including account information, billing information, and location information) is accurate, complete, and current.
13.2 Covenants during the subscription. Throughout the subscription term Customer will:
(a) maintain the confidentiality of all Authorized User credentials, including passwords and PINs, and be responsible for all activity that occurs under those credentials; (b) notify us without undue delay of any unauthorized access to Customer's account or of any actual or suspected security breach on Customer's side; (c) keep its account and billing information accurate and current, and promptly notify us of changes; and (d) comply with the laws applicable to Customer's use of the Service.
14.1 Limited mutual authority warranty. Each party warrants to the other that it has the legal authority to enter into these Terms.
14.2 AS-IS. Except as expressly stated in Section 14.1 and in our indemnification obligation in Section 16.1, THE SERVICE IS PROVIDED "AS-IS" AND "AS-AVAILABLE," WITH ALL FAULTS. WE DISCLAIM ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, RELIABILITY, UNINTERRUPTED OR ERROR-FREE OPERATION, OR ANY WARRANTY ARISING FROM A COURSE OF DEALING OR USAGE OF TRADE.
14.3 Third-Party Services. We make no warranty of any kind regarding Third-Party Services, which are governed by their own terms.
14.4 Pre-Release items. Pre-Release items are subject to Section 12 and are disclaimed without limitation.
14.5 Jurisdictional limits. Some jurisdictions do not allow the disclaimer of certain warranties. To the extent such a disclaimer is not permitted, the disclaimer is limited to the maximum extent permitted by applicable law.
15.1 Excluded damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST BUSINESS OPPORTUNITY, LOST GOODWILL, OR LOST DATA, ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE, REGARDLESS OF THE THEORY OF LIABILITY AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
15.2 Cap on direct damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY'S TOTAL CUMULATIVE LIABILITY TO THE OTHER FOR DIRECT DAMAGES ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE WILL NOT EXCEED THE TOTAL FEES PAID BY CUSTOMER TO US UNDER THESE TERMS IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
15.3 Carve-outs. The limitations in Sections 15.1 and 15.2 do not apply to:
(a) Customer's obligation to pay fees owed under these Terms; (b) Customer's indemnification obligations under Section 16.2; (c) Customer's violation of Section 9 (our IP) or the Acceptable Use Policy; (d) fraud, willful misconduct, or gross negligence; or (e) any other liability that cannot be excluded or limited under applicable law.
15.4 Essential purpose. The limitations in this Section are an essential part of the bargain between the parties and will apply even if any remedy fails of its essential purpose.
16.1 Our indemnification of Customer (IP infringement). We will defend Customer against any third-party claim alleging that the Service, when used by Customer as permitted by these Terms, infringes a U.S. patent, U.S. copyright, U.S. trademark, or trade secret of the claimant, and we will indemnify Customer for damages and costs (including reasonable attorneys' fees) finally awarded against Customer, or agreed in settlement, as a result of such claim. If a claim under this Section 16.1 is made or appears likely, we may, at our option and expense, (i) modify the Service so that it is non-infringing, (ii) obtain a license to permit Customer to continue using the Service, or (iii) terminate Customer's subscription and refund a pro-rata portion of prepaid unused fees. This Section 16.1 states our entire obligation, and Customer's sole remedy, for any claim of IP infringement by the Service.
Exclusions. We will have no obligation under Section 16.1 for any claim arising from:
(a) Customer's misuse of the Service or breach of these Terms; (b) the combination, operation, or use of the Service with products, services, content, or data not provided or approved by us; (c) modifications to the Service made by anyone other than us; (d) Customer Data or any content Customer submits; (e) Customer's continued use of the Service after we provide a non-infringing alternative or notice to cease use; or (f) Pre-Release items (Section 12).
Our obligations under Section 16.1 are subject to the Limitation of Liability in Section 15.
16.2 Customer's indemnification of us. Customer will defend us, our affiliates, and our and their respective directors, officers, employees, and agents (the "Indemnified Parties") against any third-party claim arising out of or related to:
(a) Customer Data, including any claim that Customer Data infringes, misappropriates, or violates the rights of a third party, or violates applicable law; (b) Customer's use of the Service in violation of these Terms, the Acceptable Use Policy, or applicable law, including TCPA, CAN-SPAM, state privacy laws, and the messaging and platform policies of Third-Party Services (including Meta, Telnyx, SendGrid, Stripe, and Google); (c) any dispute between Customer and Customer's end-customers, including claims arising from communications sent to end-customers or from Customer's handling of end-customer personal information; (d) Customer's breach of its representations in Section 13; or (e) the acts or omissions of Customer's Authorized Users.
Customer will indemnify the Indemnified Parties for damages and costs (including reasonable attorneys' fees) finally awarded, or agreed in settlement, against any Indemnified Party in respect of any such claim. Customer's indemnification obligations under this Section 16.2 are not subject to the Limitation of Liability in Section 15.
16.3 Procedure. The party seeking indemnification will (a) promptly notify the indemnifying party of the claim in writing (provided that delay in notice will reduce the indemnifying party's obligations only to the extent the delay materially prejudices the indemnifying party), (b) give the indemnifying party sole control of the defense and settlement (except that the indemnifying party may not settle a claim that admits liability or requires a non-monetary obligation of the indemnified party without the indemnified party's prior written consent), and (c) provide reasonable cooperation, at the indemnifying party's expense, in the defense. The indemnified party may participate in the defense with counsel of its own choosing, at its own expense.
17.1 Definition. "Confidential Information" means any non-public information disclosed by one party to the other that is identified as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information does not include information that (i) is or becomes publicly available through no breach of these Terms, (ii) was rightfully known to the receiving party before disclosure, (iii) is rightfully received from a third party without confidentiality restrictions, or (iv) is independently developed without use of the disclosing party's Confidential Information.
17.2 Obligations. Each party will (a) use the other party's Confidential Information only as necessary to perform under these Terms, (b) protect it using at least the same degree of care it uses to protect its own confidential information (and in no event less than reasonable care), and (c) not disclose it to any third party except to its employees, contractors, and advisors who have a need to know and who are bound by confidentiality obligations substantially as protective as those in these Terms.
17.3 Compelled disclosure. If either party is legally compelled to disclose Confidential Information of the other, it will (where legally permitted) give the other party prompt notice and reasonable cooperation to seek a protective order or other remedy.
17.4 Customer Data. Customer Data is treated under Section 8 and the Privacy Policy; to the extent of any conflict between this Section 17 and Section 8 or the Privacy Policy regarding Customer Data, Section 8 and the Privacy Policy govern.
18.1 Versioning. These Terms carry a semantic version and an effective date, both shown at the top. Material changes that affect Customer's rights, obligations, or commercial terms result in a major version bump (for example, 1.x to 2.0). Minor clarifying edits that do not change commitments result in a minor version bump (for example, 1.0 to 1.1). A changelog is published at the end of these Terms.
18.2 Notice. For material changes (major version bumps), we will provide at least 30 days' advance written notice to Customer before the changes take effect. Notice may be provided by email to Customer's account email, by in-app banner or modal, or by posting to the Service's legal page.
18.3 Acceptance of material changes. On the first login or access to the Service after the effective date of a material change, Customer will be presented with the updated Terms and will be asked to click through to accept them. Continued use of the Service after acceptance constitutes agreement to the updated Terms.
18.4 Customer's right to reject. If Customer does not accept a material change, Customer may terminate its subscription under Section 6.2, effective as of the date the material change takes effect. Notwithstanding Section 5.4, in this case we will refund a pro-rata portion of prepaid unused fees from the effective date of the change forward.
18.5 Minor changes. Non-material changes are posted silently through a minor version bump; continued use of the Service after the effective date constitutes acceptance. We will summarize minor changes in the changelog.
18.6 Price changes. Price changes are governed by Section 5.5 and are not subject to the re-acceptance mechanism above.
19.1 Notices to us. Legal notices to us under these Terms must be sent by email to legal@1sixty8.com. Notice is effective on the date the email is received by our server.
19.2 Notices to Customer. Legal notices to Customer under these Terms will be sent to the email address on file for Customer's account. Customer is responsible for keeping its account email current.
19.3 Electronic communications consent. Customer consents to receive all communications from us relating to the Service in electronic form, including account notices, billing notifications, support responses, updates to these Terms or the Privacy Policy, subprocessor-change notices, and other legal notices. Customer may opt out of marketing communications at any time but may not opt out of transactional or account-related communications while Customer maintains an active account.
20.1 Governing law. These Terms are governed by the laws of the Commonwealth of Pennsylvania, without regard to its conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
20.2 Informal resolution. Before initiating any formal proceeding, the parties will attempt in good faith to resolve any dispute through informal negotiation for at least 30 days after one party provides written notice of the dispute to the other party under Section 19.
20.3 Binding arbitration. Except as provided in Section 20.4, any dispute, claim, or controversy arising out of or relating to these Terms or the Service that is not resolved through informal negotiation will be resolved exclusively through binding arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules (and, where the amount in controversy qualifies, the Supplementary Procedures for Consumer-Related Disputes or AAA's streamlined procedures). The arbitration seat is Pennsylvania. For claims qualifying for streamlined procedures, the arbitration may proceed on written submissions or by remote hearing. Judgment on the arbitrator's award may be entered in any court of competent jurisdiction.
20.4 Carve-outs. The following are excluded from Section 20.3 and may be brought in court:
(a) actions seeking injunctive or other equitable relief to protect intellectual property rights, Confidential Information, or to prevent a breach that would cause irreparable harm, which may be brought in the state or federal courts located in Pennsylvania; and (b) claims that qualify for small-claims court, which may be brought in the small-claims court of competent jurisdiction.
20.5 Class-action waiver. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE PARTIES AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, 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 or representative proceeding. If this class-action waiver is found to be unenforceable as to any particular claim or remedy, that claim or remedy (and only that claim or remedy) will be severed from arbitration and brought in court, and the remainder of the arbitration agreement will remain in effect.
20.6 Jury trial waiver. To the maximum extent permitted by applicable law, each party waives any right to a jury trial in any proceeding that proceeds in court notwithstanding Section 20.3.
21.1 Assignment. Customer may not assign or transfer its rights or obligations under these Terms, by operation of law or otherwise, without our prior written consent; except that Customer may assign these Terms to a successor in a bona fide merger, acquisition, or sale of all or substantially all of Customer's assets, on prior written notice to us. We may assign these Terms at any time to an affiliate, to a successor in a merger or acquisition, or in connection with the sale of the business to which these Terms relate. Any attempted assignment in violation of this Section is void.
21.2 Force majeure. Neither party will be liable for any delay or failure to perform (other than Customer's payment obligations) to the extent caused by circumstances beyond the party's reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, pandemic or public-health emergency, government actions, utility failures, internet service provider outages, cloud infrastructure outages, outages or policy changes of Third-Party Services (including payment processors, SMS and email providers, and Meta platforms), and denial-of-service or other cyberattacks.
21.3 Independent contractors. The parties are independent contractors. Nothing in these Terms creates any agency, partnership, joint venture, or employment relationship between them.
21.4 No third-party beneficiaries. These Terms are for the benefit of the parties and do not confer any rights on any third party, except that the Indemnified Parties under Section 16.2 are intended third-party beneficiaries of that section.
21.5 Severability. If any provision of these Terms is held unenforceable, that provision will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will continue in full force and effect.
21.6 No waiver. A party's failure to enforce any provision of these Terms is not a waiver of that provision or of any other provision.
21.7 Headings. Headings are for convenience only and do not affect the interpretation of these Terms.
21.8 Construction. These Terms have been negotiated by the parties; any rule of construction that ambiguities are resolved against the drafter will not apply.
21.9 Language. These Terms are drafted in English. Any translation is provided for convenience; the English version governs.
21.10 Entire agreement. These Terms, together with the documents listed in Section 2.3, constitute the entire agreement between the parties regarding the Service and supersede all prior or contemporaneous proposals, representations, and agreements regarding the Service.
21.11 Survival. Any provision of these Terms that by its nature should survive termination (including accrued payment obligations, Section 5, Section 6.7, Section 8, Section 9, Sections 14 through 17, Section 20, this Section 21, and any other provision that expressly survives) will survive termination.
Questions about these Terms may be sent to:
1sixty8 media, inc. Attn: Legal 273 Smith Road Kunkletown, PA 18058
legal@1sixty8.com
Version 1.0 ([effective date]) — Initial publication as placeholder pending attorney review.
Version 1.1 ([effective date]) — Clarifying edit before adoption: (a) Section 2.3 order of precedence updated to reference the Data Processing Addendum published at /legal/dpa as automatically incorporated, replacing the "any DPA we execute" language; (b) new Section 8.8 added to incorporate the Data Processing Addendum by reference and confirm that no separate signature is required; (c) the pre-existing "Customer's responsibilities for data it uploads" sub-section renumbered from 8.8 to 8.9 to accommodate the new 8.8. No change to any commercial or risk-allocation decision. Paired with the DPA v1.0 placeholder publication.
Version 1.2 ([effective date]) — Section 11.6 (Reviews integrations) extended with a Google-specific clause citing Google's Terms of Service and the Google Maps/Earth Additional Terms, confirming that Google may revoke or rate-limit API access at any time without responsibility on our part, and pointing to the new Privacy Policy Section 13 ("Google API Services User Data Policy") for data-handling detail. Required for Google's restricted-scope OAuth verification of the Reviews module integration. No change to commercial or risk-allocation decisions; Facebook, Instagram, and other reviews platforms remain covered by the existing umbrella language in 11.6. Paired with Privacy Policy v1.2.