Terms of Service

1. Introduction

Welcome to Valor Sessions. These Terms of Service ("Terms") govern your access to and use of the Valor Sessions platform, website, and services (collectively, the "Service") operated by Valor Automation LLC, a Florida limited liability company ("Company," "we," "us," or "our").

By accessing or using the Service, you agree to be bound by these Terms. If you are using the Service on behalf of a business or organization ("Customer"), you represent that you have the authority to bind that entity to these Terms, and "you" refers to both you individually and the Customer.

If you do not agree to these Terms, do not use the Service.

2. Definitions

• "Customer" means a gym, studio, dojo, or other business that subscribes to the Service.
• "End User" means parents, students, or other individuals who access the Service through a Customer's account.
• "Customer Data" means any data, content, or information submitted to the Service by Customer or End Users.
• "Subscription Term" means the period during which Customer has paid for access to the Service.

3. License Grant

Subject to your compliance with these Terms and payment of applicable fees, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Service solely for your internal business purposes during the Subscription Term.

Ownership. We retain all right, title, and interest in and to the Service, including all software, documentation, workflows, user interfaces, designs, and underlying technology. No title to or ownership of the Service or any intellectual property rights therein is transferred to you. You receive only the limited license rights expressly granted in these Terms.

4. Restrictions

You shall not, and shall not permit any third party to:

• Copy, modify, or create derivative works of the Service;
• Reverse engineer, disassemble, decompile, or otherwise attempt to derive the source code, algorithms, or data structures of the Service;
• Access the Service to build a competitive product or service;
• Sublicense, sell, lease, or otherwise transfer the Service to any third party;
• Remove or alter any proprietary notices or labels on the Service;
• Use the Service in violation of applicable law or for any unlawful purpose;
• Interfere with or disrupt the integrity or performance of the Service;
• Attempt to gain unauthorized access to the Service or its related systems;
• Use automated scripts to collect information from or interact with the Service.

5. Customer Data

Ownership. As between the parties, you own all Customer Data. You grant us a limited license to process Customer Data solely to provide the Service and as described in our Privacy Policy.

Responsibility. You are solely responsible for the accuracy, quality, and legality of Customer Data and the means by which you acquired it. You represent that you have all necessary rights and consents to submit Customer Data to the Service.

Data Processing. We shall process personal data in accordance with our Privacy Policy and applicable data protection laws. We act as a "service provider" (as defined under the California Consumer Privacy Act) with respect to personal information of California residents.

6. Fees and Payment

Subscription Fees. You agree to pay the subscription fees applicable to your selected plan. Current pricing is published on our website. We reserve the right to change pricing upon 30 days' notice.

Billing. Fees are billed monthly in advance. All fees are non-refundable except as expressly stated in these Terms or required by law.

Payment Processing. Payment processing is provided by Stripe. By using the Service, you agree to Stripe's terms of service. We do not store your complete payment card information.

Taxes. Fees are exclusive of taxes. You are responsible for all applicable taxes, except for taxes based on our net income.

7. Disclaimer of Warranties

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE." WE EXPRESSLY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO 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. YOU ASSUME ALL RISK ASSOCIATED WITH THE USE OF THE SERVICE.

WE MAKE NO WARRANTY REGARDING THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICE OR THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE SERVICE.

8. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

(A) IN NO EVENT SHALL WE BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, BUSINESS OPPORTUNITIES, OR GOODWILL, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR WHETHER WE WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

(B) OUR TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS SHALL NOT EXCEED THE AMOUNTS PAID BY YOU TO US DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM, OR ONE HUNDRED DOLLARS ($100), WHICHEVER IS GREATER.

(C) THE LIMITATIONS IN THIS SECTION SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

9. Indemnification

You shall indemnify, defend, and hold harmless Valor Automation LLC and its officers, directors, employees, and agents from any claims, damages, losses, liabilities, and expenses (including reasonable attorneys' fees) arising from:

• Your breach of these Terms;
• Your violation of applicable law;
• Your negligence or willful misconduct;
• Customer Data that infringes any third-party rights; or
• Any dispute between you and your End Users.

10. Termination

Termination for Convenience. Either party may terminate these Terms upon thirty (30) days' written notice. You may cancel your subscription at any time through your account settings or by contacting us.

Termination for Cause. Either party may terminate immediately upon written notice if the other party materially breaches these Terms and fails to cure within fifteen (15) days of notice.

Effect of Termination. Upon termination: (a) your license rights cease immediately; (b) we shall make Customer Data available for export for thirty (30) days upon request; (c) we may delete Customer Data after such period; (d) you remain liable for any fees incurred prior to termination.

11. Dispute Resolution

Informal Resolution. Before initiating any formal dispute resolution, you agree to contact us at legal@valor-automation.com and attempt to resolve the dispute informally for at least thirty (30) days.

Arbitration. Any dispute not resolved informally shall be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. The arbitration shall be conducted in Indian River County, Florida. Judgment on the award may be entered in any court of competent jurisdiction.

Class Action Waiver. You agree to resolve disputes only on an individual basis and waive any right to bring claims as a plaintiff or class member in any class or representative action.

12. General Provisions

Governing Law. These Terms are governed by the laws of the State of Florida, without regard to conflict of law principles.

Entire Agreement. These Terms, together with our Privacy Policy, constitute the entire agreement between you and us regarding the Service.

Amendments. We may modify these Terms at any time by posting the revised version on our website. Material changes will be communicated via email or in-app notice. Continued use after changes constitutes acceptance.

Severability. If any provision is held unenforceable, the remaining provisions remain in full force and effect.

Assignment. You may not assign these Terms without our prior written consent. We may assign these Terms in connection with a merger, acquisition, or sale of assets.

No Waiver. Our failure to enforce any right or provision shall not constitute a waiver of such right or provision.

13. Contact Information

For questions about these Terms, please contact us at: