Terms of Service & Master Subscription Agreement

1. Agreement to these Terms

These Terms of Service, together with the documents they incorporate by reference (collectively, the "Agreement"), are a binding contract between you (the "Customer", "Organizer", "you") and Coyote Valley Technology Solutions, LLC, which operates the ScrambleSync golf tournament platform ("ScrambleSync", "we", "us").

1.1 Acceptance. You accept this Agreement when you do any of the following: (a) click a button or check a box indicating acceptance; (b) create an account; (c) purchase a subscription, per-event credit, or other paid plan; or (d) otherwise access or use the Service. If you do not agree, do not use the Service.

1.2 Authority. If you accept on behalf of an organization (a company, club, charity, or other entity), you represent that you have authority to bind that organization, and "you" refers to that organization. You must be at least 18 years old and able to form a binding contract.

1.3 Documents incorporated by reference. The following are part of this Agreement: our Privacy Policy, Data Processing Agreement, Standard Contractual Clauses & international data transfer terms, Service Level Agreement, AI & Your Data notice, and — where you use the optional fundraising/payment features — the Fundraising & Payments Addendum. For paid subscription accounts, our processor Stripe's terms also apply to the payment transaction (Section 7).

1.4 Order of precedence. If there is a conflict, the following order controls (highest first): (1) a signed Order Form or enterprise agreement between you and ScrambleSync (Section 28); (2) the Data Processing Agreement and SCCs, for data-protection matters; (3) these Terms of Service; (4) any other incorporated policy or in-product notice.

2. Definitions

• "Service" means the ScrambleSync web application, mobile/installable (PWA) experience, application programming interfaces (APIs), and related documentation and support we make available.
• "Account" means the organizer account belonging to one organization.
• "Customer Data" means the data you, your staff, or your participants submit to or generate in the Service — including tournaments, scores, team and roster information, registrant details, sponsor content, messages, and uploads.
• "Plan" means the tier of access you select (for example, Per Event, Season, Pro, Pro + Payments, or a free/Charity plan), as described at checkout or in an Order Form.
• "Subscription" means a recurring Plan billed on a monthly or annual cycle.
• "Per-Event Credit" means a one-time purchase that entitles you to run a single event (Section 6).
• "Order Form" means a written or electronic ordering document referencing this Agreement (Section 28).
• "Fees" means the amounts payable for a Plan, as displayed at checkout or stated in an Order Form, plus applicable Taxes.
• "Taxes" means sales, use, value-added, goods-and-services, and similar transaction taxes, excluding taxes on our net income.
• "Participant" means a player, team captain, golfer, sponsor, or other person who accesses an Event via a code or link without an Account.
• "Organizer" means the Customer organization that holds the Account and runs Events, acting through its Authorized Users.
• "Authorized User" means an individual (such as a staff member or volunteer) whom the Organizer permits to access the Account in a role you assign (for example, admin, manager, or check-in). The Organizer is responsible for its Authorized Users' compliance with this Agreement.
• "Sponsor" means a person or organization whose advertising or sponsorship content the Organizer displays through the Service for an Event.
• "Registrant" means a person who registers, or is registered, for an Event through the Service (and whose registration or other amounts, if any, are paid to the Organizer, not to ScrambleSync).
• "Event" means a single golf tournament or outing the Organizer creates and runs in the Service.
• "Stripe Checkout" means the Stripe-hosted checkout, customer portal, and Stripe-backed billing flows through which platform purchases, renewals, upgrades, Per-Event Credits, plan changes, and payment-method updates are processed (Section 7).

3. The Service and your license

ScrambleSync is a web-based golf tournament management platform that provides live scoring, leaderboards, scorecard management, registration, and event administration tools for golf tournaments (including scramble, best-ball, individual stroke-play, and match-play/bracket formats), along with optional modules such as fundraising, sponsorships, messaging, series/season standings, and an optional AI assistant.

3.1 License grant. Subject to this Agreement and timely payment of Fees, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Service to plan and run golf events for your own organization. In plain terms:

• It covers your own events. Your Account belongs to one organization, and your Plan lets that organization run its own events — charity outings, corporate events, and club scrambles — up to the limits of your Plan.
• It stays with your Account. You may not sell, rent, lease, sublicense, share, or hand off your Account, your login, or access to the Service to any other person or business.
• It is not a service you can resell. You may not use one Account to run events on behalf of unrelated third parties — for example, operating tournaments for several unaffiliated golf courses or clients under a single login, or acting as a reseller or service bureau.

3.2 Multi-property / partner use. If you are a golf-management company, agency, or operator that runs events for multiple properties or clients, that is welcome — but it needs the right setup. Contact [email protected] for a multi-property or partner plan.

3.3 Reservation of rights. We reserve all rights not expressly granted. No rights are granted by implication or estoppel.

4. Accounts and security

4.1 Credentials. Organizer accounts sign in with an email and password, which may be secured with a passkey and/or an authenticator-app code (multi-factor authentication). You are responsible for maintaining the confidentiality of your credentials and for all activity under your Account.

4.2 Participants. Players, team captains, and hole sponsors access the Service via a tournament-specific code or link and do not require accounts. You are responsible for how you distribute those codes and links.

4.3 Accurate information. You agree to provide accurate Account and billing information and to keep it current.

4.4 Notify us. Notify us promptly at [email protected] of any unauthorized use of your Account or other suspected security incident.

5. Acceptable use

You may use ScrambleSync only for lawful golf event management. You agree to:

• Use the Service only for lawful purposes related to golf event management.
• Keep your login details private and use them only for your own authorized staff and volunteers — not for any other business or its people.
• Not sell, redistribute, or offer the Service to others (see Section 3).
• Not attempt to reverse-engineer, decompile, scrape, copy, or abuse the Service, its software, or its APIs, except to the extent that restriction is prohibited by applicable law.
• Not misrepresent scores, manipulate leaderboards, or use the Service fraudulently.
• Not upload unlawful, infringing, harassing, or malicious content, or any sensitive/special-category personal data into free-text fields.
• Not interfere with or disrupt the integrity or performance of the Service, attempt to gain unauthorized access, or exceed documented API rate limits.
• Ensure that any personal data of participants you submit is collected with their knowledge and that you have a lawful basis to provide it (see the Data Processing Agreement).

5.1 Fundraising, raffles, and auctions. If you use the optional fundraising, raffle, or auction features, you are solely responsible for complying with the charitable-solicitation, gaming, raffle, and tax laws of every jurisdiction in which you operate. ScrambleSync provides tools, not legal, tax, or compliance advice, and does not act as your charitable fundraiser or auctioneer.

5.2 Enforcement. We may review and audit how an Account is used to confirm it follows this Agreement. If we reasonably believe an Account is being shared, resold, or used to run events for unrelated third parties without a partner plan, Section 24 (Termination) and Section 25 (Suspension) explain what happens next.

6. Plans, subscriptions, and per-event credits

6.1 Plans. We offer paid Subscriptions (billed monthly or annually), one-time Per-Event Credits, and free or Charity plans. The features, limits, and price of each Plan are described at checkout, on our pricing page, or in an Order Form. We may change Plan features and limits over time (Section 27).

6.2 Subscriptions renew automatically. PAID SUBSCRIPTIONS AUTOMATICALLY RENEW. At the end of each billing cycle (monthly or annual), your Subscription will renew for another cycle of the same length, and the then-current Fee plus applicable Taxes will be charged to your payment method automatically, without further action by you, until you cancel. You authorize us and our payment processor to store your payment method and to charge it on each renewal. We will email a renewal reminder before annual renewals where required by law.

6.3 How to cancel. You may cancel your Subscription at any time from your billing settings (the self-service customer portal) or by emailing [email protected]. Cancellation stops future renewals; it takes effect at the end of the current paid period. See Section 12 for what happens to access and data on cancellation.

6.4 Per-Event Credits. A Per-Event Credit is a one-time purchase (not a Subscription and not auto-renewing) that entitles you to run a single event. A Credit is granted when payment succeeds and is consumed when you create or activate the event it covers. Unused Credits remain available to your Account but, unless stated otherwise at purchase, are non-refundable and may expire as disclosed at checkout.

6.5 Charity / free plans. Free and Charity plans are offered at our discretion and may require eligibility verification and approval (Section 11). We may modify, limit, or discontinue a free or Charity plan with reasonable notice.

6.6 Plan changes. You may upgrade or downgrade a Subscription. Upgrades take effect immediately and may be prorated; downgrades take effect at the next renewal unless stated otherwise. Changing a Plan may change the features available to your Account.

7. Billing, payment, and payment processor

7.1 Payment processor. Platform Fees and registration payments are processed by Stripe, Inc. By completing a payment you also agree to Stripe's applicable terms. ScrambleSync never receives or stores full card numbers or CVV — card data is handled entirely by Stripe (PCI-DSS Level 1; ScrambleSync is SAQ-A scope).

7.2 Two distinct money flows. (a) Platform billing — Fees you pay *us* for your Plan. (b) Registration & fundraising payments — amounts your participants, donors, or sponsors pay *you*, collected into your own connected Stripe account. These are separate; ScrambleSync is not a party to, and does not hold, the funds your participants pay you. For those participant payments you are solely responsible for: your own connected Stripe account and its configuration; delivering the goods, services, or Event the payments are for; participant refunds, chargebacks, and disputes; payout, settlement, and reserve issues with Stripe; applicable taxes and tax reporting; charitable-solicitation, raffle, auction, and gaming compliance (Section 5.1); and your own Event cancellation, postponement, and refund decisions. ScrambleSync is not responsible for any of these.

7.3 Billing in advance. Subscription Fees are billed in advance for each cycle. Per-Event Credits are billed at purchase.

7.4 Authorization for recurring charges. For Subscriptions, you authorize recurring charges to your payment method at the start of each billing cycle for the then-current Fee plus Taxes, until you cancel. If your payment method changes, you are responsible for updating it in the customer portal.

7.5 Currency and accuracy. Fees are stated and charged in U.S. dollars unless otherwise specified. You are responsible for the accuracy of your billing information.

8. Taxes

8.1 Fees exclusive of Taxes. Unless stated otherwise, Fees do not include Taxes. You are responsible for all Taxes associated with your purchase, except taxes based on our net income.

8.2 Tax collection. Where we are required to collect Taxes, they will be added at checkout and charged in addition to the Fees. If you are tax-exempt, you must provide a valid exemption certificate before purchase; otherwise we may charge applicable Taxes.

8.3 Withholding. All Fees are payable in full without deduction or withholding; if any withholding is required by law, you will gross up the payment so that we receive the full amount owed.

9. Price changes

We may change Plan prices. For Subscriptions, we will give you at least 30 days' notice of a price increase that would apply to your next renewal (by email and/or in-product notice), and the new price applies on your next renewal after the notice period. If you do not agree to a price change, you may cancel before it takes effect; continued use after the effective date constitutes acceptance. Price changes do not apply retroactively to an already-paid period or to a fixed-price Order Form during its stated term.

10. Discounts and promotional codes

10.1 Use. We may offer discount or promotional codes for Plan purchases. Codes are applied at checkout and are subject to the terms disclosed with them — including the discount amount or percentage, eligibility, redemption limits, expiration date, and whether the discount applies to the first billing cycle only or to renewals.

10.2 Restrictions. Unless stated otherwise, codes: are single-use; have no cash value and are non-transferable; cannot be combined with other offers; apply only to platform Fees (not to registration or fundraising payments your participants make to you); and may be modified or revoked for fraud, abuse, or error. The discount is calculated and applied by our payment processor; we do not honor a discount that the processor does not validate.

10.3 Registration promo codes are different. Any discount/promo codes you create for *your participants' registration* are a separate feature governed by your own configuration, not by this Section.

11. Charity and free-plan eligibility

Free and Charity plans may require you to apply and to verify eligibility (for example, valid 501(c) or equivalent nonprofit status). Access under a Charity plan is not instant and is granted at our discretion after verification. You must not misrepresent your eligibility. We may suspend or downgrade a Charity or free plan if eligibility cannot be verified, lapses, or was misrepresented, or if the plan is used for non-qualifying commercial purposes.

12. Renewal, cancellation, and effect of cancellation

12.1 Auto-renewal. As stated in Section 6.2, Subscriptions renew automatically until cancelled.

12.2 Cancellation by you. You may cancel at any time (Section 6.3). Cancellation prevents future renewals. Unless a refund applies under Section 13, you retain access to the paid features through the end of the period you have already paid for, after which the Account moves to a free/limited state or is closed.

12.3 Effect on data. After a paid Plan ends, your Customer Data is handled in accordance with the Data Processing Agreement and Privacy Policy. You are responsible for exporting your data before your access ends. We provide self-service export tools. Tournament data is retained for a limited period after an event and then deleted in accordance with our published retention schedule unless you delete it sooner.

12.4 No automatic refund on cancellation. Cancelling does not by itself entitle you to a refund of Fees already paid for the current period, except as required by law or as provided in Section 13.

13. Refunds

13.1 General policy. Except where required by applicable law or expressly stated otherwise, Fees are non-refundable and there are no refunds or credits for partial periods, unused Per-Event Credits, downgrades, or features not used.

13.2 Good-faith review. We handle refund requests in good faith on a case-by-case basis. To request a refund of a platform Fee, contact [email protected] within 7 days of the charge and explain the circumstances.

13.3 Statutory rights. Nothing in this Section limits any non-waivable refund or cancellation right you have under the consumer-protection laws of your state or country.

13.4 Registration refunds. Refunds of registration, donation, sponsorship, or other amounts your participants paid *you* are between you and your participants and are processed through your own connected Stripe account; ScrambleSync is not responsible for them.

14. Past-due amounts and suspension for non-payment

If a charge fails or an amount is past due, our payment processor may automatically retry the charge and send dunning notices. If payment remains unsuccessful after the retry period, we may suspend or downgrade paid features, and ultimately cancel the Subscription. We will make reasonable efforts to notify you before suspension for non-payment. Restoring a suspended Account may require bringing the balance current. We are not liable for any consequences of a suspension caused by your failed payment.

15. Beta and early-access features

We may offer features identified as beta, preview, early-access, or experimental ("Beta Features"). Beta Features are provided "as is", may be changed or withdrawn at any time, are excluded from any service-level commitment, and may not be as reliable or secure as generally available features. Your use of Beta Features is at your own discretion.

16. Third-party services

The Service integrates third-party services (for example, Stripe for payments, and the providers listed as sub-processors in our Data Processing Agreement). Your use of those services may be subject to their own terms, and we are not responsible for third-party services we do not control. If you connect or enable a third-party integration, you authorize us to exchange data with it as needed to provide the feature.

17. Customer Data and ownership

17.1 Your data is yours. As between you and us, you own all Customer Data. We claim no ownership of it.

17.2 License to operate the Service. You grant us a worldwide, non-exclusive, royalty-free license to host, copy, cache, store, process, transmit, back up, secure, and display Customer Data solely to provide, secure, and support the Service for you, and to create de-identified, aggregate analytics as described in Section 17.4 — all as further described in the Data Processing Agreement.

17.3 We do not sell your data or train AI on it. We do not sell or "share" Customer Data, do not use it for advertising or profiling, and do not use it to train machine-learning models for our own purposes. The optional AI assistant operates as described in the AI & Your Data notice.

17.4 Aggregated/anonymized data. We may generate and use aggregated, de-identified statistics that do not identify you or any individual to operate, secure, and improve the Service. Such data cannot reasonably be used to re-identify you.

17.5 Your responsibilities. You are responsible for the accuracy, quality, and legality of Customer Data, for having the rights and lawful basis to provide it, and for obtaining any required participant notices or consents.

17.6 Data protection. Our processing of personal data within Customer Data is governed by the Privacy Policy and the Data Processing Agreement, and, for cross-border transfers, the Standard Contractual Clauses.

18. Intellectual property and feedback

18.1 Our IP. The Service — including its software, design, look and feel, content, and trademarks — is owned by Coyote Valley Technology Solutions, LLC and its licensors and is protected by intellectual-property laws. Except for the license in Section 3, no rights in the Service are granted to you.

18.2 Feedback. If you send us suggestions, ideas, or feedback about the Service, you grant us a perpetual, irrevocable, worldwide, royalty-free license to use them without restriction or obligation to you. Feedback is given voluntarily and is not your Confidential Information.

19. Confidentiality

19.1 Definition. "Confidential Information" means non-public information disclosed by one party to the other that is marked or reasonably understood to be confidential, including the Service's non-public features, pricing not publicly listed, and your non-public Customer Data.

19.2 Obligations. The receiving party will use the disclosing party's Confidential Information only to perform under this Agreement, will protect it with at least reasonable care, and will not disclose it except to its personnel and contractors who need it and are bound by confidentiality.

19.3 Exclusions and compelled disclosure. Confidentiality does not apply to information that is or becomes public through no fault of the receiving party, was rightfully known or received without restriction, or is independently developed. A party may disclose Confidential Information if legally compelled, giving reasonable prior notice where lawful.

20. Service levels and support

We aim for 99.5% monthly uptime as described in our Service Level Agreement, which is incorporated into this Agreement and sets out our uptime commitment, incident-notification timelines, and service credits. We notify organizers of scheduled maintenance at least 24 hours in advance where practical. Offline-capable scoring further reduces the impact of connectivity issues during an event. Support is provided by email at the address below; an Order Form may specify enhanced support terms.

21. Warranties and disclaimers

21.1 Mutual. Each party warrants that it has the authority to enter into this Agreement.

21.2 Disclaimer. EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE", WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY — INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. We do not warrant that the Service will be uninterrupted, error-free, or completely secure, beyond the specific commitments in our Service Level Agreement. Some jurisdictions do not allow the exclusion of certain warranties, so some of the above may not apply to you.

22. Indemnification

22.1 By you. You will defend, indemnify, and hold harmless ScrambleSync and Coyote Valley Technology Solutions, LLC from third-party claims and resulting losses arising out of: (a) your Customer Data or your use of the Service in violation of this Agreement or applicable law; (b) your Events and their operation — including scoring, results, and leaderboard disputes; participant, Registrant, golfer, or Sponsor claims; registration, donation, sponsorship, raffle, auction, mulligan, or prize-drawing activity and the funds collected for it; refunds, chargebacks, payouts, and payment disputes in your connected Stripe account; Sponsor or advertising content you display; Event cancellation, postponement, or refund decisions; and your legal, tax, charitable-solicitation, and gaming compliance; or (c) your infringement or misappropriation of a third party's rights.

22.2 By us. We will defend you against a third-party claim that the Service, as provided by us and used in accordance with this Agreement, infringes that third party's U.S. intellectual-property rights, and will pay resulting losses finally awarded or agreed in settlement. This does not apply to claims arising from Customer Data, your modifications, your combination of the Service with non-ScrambleSync products or services, Beta Features (Section 15), third-party services (Section 16), or use in violation of this Agreement. This Section states our entire liability and your exclusive remedy for any claim of intellectual-property infringement by the Service.

22.3 Process. The indemnified party will promptly notify the indemnifying party, give it sole control of the defense (with counsel of its choice), and reasonably cooperate. The indemnifying party may not settle a claim in a way that imposes obligations on the indemnified party without consent.

23. Limitation of liability

23.1 Exclusion of indirect damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST DATA, LOST GOODWILL, BUSINESS INTERRUPTION, OR EVENT DISRUPTION, ARISING OUT OF OR RELATED TO THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY.

23.2 Cap. TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED: (a) for a paid Plan, THE TOTAL FEES YOU PAID OR OWED US THROUGH STRIPE FOR THE SERVICE IN THE 12 MONTHS BEFORE THE CLAIM GIVING RISE TO THE LIABILITY; or (b) for a free or Charity plan (for which no Fees are paid to us), US $100.

23.3 Carve-outs. The exclusions and cap above do not apply to: your payment obligations; your indemnification obligations (Section 22); a party's breach of its confidentiality obligations; or liability that cannot be limited or excluded under applicable law.

23.4 Allocation. These limitations reflect the allocation of risk between the parties and apply regardless of the theory of liability and notwithstanding the failure of essential purpose of any remedy.

24. Term and termination

24.1 Term. This Agreement starts when you first accept it and continues while you have an Account or an active Plan.

24.2 Termination for convenience. You may stop using the Service and close your Account at any time (Section 6.3 / Section 12). We may terminate or decline to renew a free or Charity plan, or this Agreement where you have no active paid Subscription, on reasonable notice.

24.3 Termination for cause. Either party may terminate if the other materially breaches this Agreement and does not cure within 30 days of written notice (or immediately for breaches that cannot be cured). We may terminate or suspend immediately for breaches of Sections 3 or 5 (license/acceptable use), such as sharing or reselling access, or running events for unrelated third parties without a partner plan.

24.4 Effect. On termination, your right to use the Service ends. Sections that by their nature should survive — including 13, 17, 18, 19, 21, 22, 23, 26, and 29 through 33 — survive termination. Data handling on termination is governed by Section 12 and the Data Processing Agreement.

25. Suspension

We may suspend your Account or specific features, with notice where practical, if: (a) required to protect the security, integrity, or availability of the Service or other customers; (b) you violate Sections 3 or 5; (c) your payment is past due (Section 14); or (d) we are required to by law. We will restore access promptly once the cause is resolved. Where it is practical and appropriate, we will give you notice and a chance to fix the problem first, but we may suspend immediately when needed to protect the platform, our other customers, or the integrity of an event.

26. Publicity

We may identify you by name and logo as a ScrambleSync customer on our website and marketing materials, in a manner consistent with any brand guidelines you provide. You may opt out at any time by emailing [email protected]. Any other use of a party's trademarks requires prior written consent.

27. Changes to the Service and to these Terms

27.1 The Service. We continuously improve the Service and may add, change, or remove features. We will not materially reduce the core functionality of a paid Plan during a period you have already paid for.

27.2 These Terms. We may update this Agreement from time to time. We will post the updated version with a new "Last updated" date and, for material changes, give registered organizers reasonable advance notice by email or in-product notice. Changes take effect on the stated effective date; continued use after that date constitutes acceptance. If you do not agree to a material change, your remedy is to stop using the Service and cancel before the change takes effect.

28. Enterprise and Order Forms

We may enter into a written or electronic Order Form or enterprise agreement with you that references this Agreement and sets out negotiated terms — such as committed quantities, custom pricing, payment by invoice, an extended term, enhanced support, or a counter-signed DPA. Where an Order Form conflicts with these Terms, the Order Form controls for that order (Section 1.4). Absent a signed Order Form, these Terms govern. To discuss enterprise or multi-property terms, contact [email protected].

29. Compliance with laws; export and sanctions

Each party will comply with laws applicable to its performance under this Agreement. You represent that you are not located in, and will not use the Service in or for the benefit of, any country or party subject to comprehensive U.S. trade sanctions or export restrictions, and that you are not on any government denied-party or sanctions list. You will not use the Service in violation of any export-control, sanctions, or anti-corruption law (including the U.S. Foreign Corrupt Practices Act).

30. Force majeure

Neither party is liable for any delay or failure to perform (other than payment obligations) caused by events beyond its reasonable control — including acts of God, natural disasters, war, terrorism, civil unrest, labor disputes, internet or utility failures, denial-of-service attacks, or acts of government or third-party providers.

31. Assignment

You may not assign or transfer this Agreement or your Account 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 a competitor and assumes this Agreement. We may assign this Agreement to an affiliate or successor. Any prohibited assignment is void. This Agreement binds and benefits the parties' permitted successors and assigns.

32. Notices

32.1 To you. We may give notices by email to your Account address, by posting in the Service, or by posting an updated policy. You are responsible for keeping your contact email current.

32.2 To us. Legal notices to us must be sent to [email protected] with a copy by mail to: Coyote Valley Technology Solutions, LLC, 9011 N Clubhouse Lane, Eagle Mountain, UT 84005, USA. Notices are deemed given when sent (email) or when posted (in-product).

33. Governing law and dispute resolution

33.1 Governing law. This Agreement is governed by the laws of the State of Utah, USA, without regard to its conflict-of-law provisions, and excluding the U.N. Convention on Contracts for the International Sale of Goods.

33.2 Informal resolution first. Before filing a claim, the parties will try in good faith to resolve any dispute informally by contacting [email protected] and allowing 30 days to resolve it.

33.3 Venue. Subject to Section 33.4, the exclusive venue for any dispute is the state and federal courts located in the State of Utah, and you consent to the personal jurisdiction of those courts.

33.4 Arbitration and class-action waiver. Where permitted by applicable law, any dispute not resolved informally and not eligible for small-claims court will be resolved by binding individual arbitration administered by a recognized arbitration body under its consumer rules, rather than in court, and the parties waive any right to a jury trial or to participate in a class or representative action. Either party may bring an individual claim in small-claims court. You may opt out of this arbitration provision by emailing [email protected] within 30 days of first accepting these Terms; opting out does not affect the rest of this Agreement. This Section does not apply where it is unenforceable under the law that governs you, and nothing here limits non-waivable rights or any party's ability to seek injunctive relief for intellectual-property or confidentiality violations.

33.5 Non-waivable rights. Nothing in this Section limits any rights you have under the mandatory consumer-protection laws of your state or country of residence.

34. General

34.1 Entire agreement. This Agreement (including the documents it incorporates) is the entire agreement between the parties about the Service and supersedes prior agreements on that subject.

34.2 Severability. If any provision is held unenforceable, it will be modified to the minimum extent necessary, and the rest remains in effect.

34.3 No waiver. A failure to enforce a provision is not a waiver of it.

34.4 No third-party beneficiaries. This Agreement does not create any third-party beneficiary rights, except as expressly stated.

34.5 Relationship. The parties are independent contractors; this Agreement creates no partnership, agency, or employment relationship.

34.6 Headings. Headings are for convenience only and do not affect interpretation.

34.7 Electronic acceptance. You agree that clicking to accept, or using the Service, constitutes your electronic signature and that this Agreement may be entered into and records kept electronically.

34.8 U.S. Government end users. The Service is "commercial computer software" provided with only the rights granted to all other end users under this Agreement.

35. Contact

Questions about this Agreement, billing, cancellation, refunds, or enterprise/multi-property terms:

• Legal entity: Coyote Valley Technology Solutions, LLC (a Utah limited liability company)
• Registered / notice address: 9011 N Clubhouse Lane, Eagle Mountain, UT 84005, USA
• Legal contact email: [email protected]
• Product: ScrambleSync