Photizon — Terms of Service

These Terms of Service ("Terms") govern your access to and use of the Photizon website, simulation tools, Photizon Academy content, and related services (together, the "Service"), operated by PHOTIZON INC., a California corporation ("Photizon," "we," "us"). By creating an account, subscribing to a paid plan, or otherwise using the Service, you agree to these Terms and to our Privacy Policy, which is incorporated by reference. If you do not agree, do not use the Service.

Arbitration notice. EXCEPT FOR CERTAIN TYPES OF DISPUTES DESCRIBED IN SECTION 14 BELOW, YOU AGREE THAT THAT SECTION REQUIRES DISPUTES BETWEEN YOU AND US TO BE SUBMITTED TO BINDING AND FINAL ARBITRATION, UNLESS YOU OPT OUT. IN ADDITION: (1) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AGAINST US ON AN INDIVIDUAL BASIS, AND NOT IN ANY CLASS OR REPRESENTATIVE PROCEEDING; AND (2) YOU ARE WAIVING YOUR RIGHT TO SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL ON YOUR CLAIMS. PLEASE SEE SECTION 14 BELOW FOR MORE INFORMATION REGARDING THE POSSIBLE EFFECTS OF THE AGREEMENT TO ARBITRATE AND HOW TO OPT OUT OF THE ARBITRATION PROVISIONS.

We may update these Terms; changes are handled under Section 13.

You must be at least 18 years old and able to form a binding contract to use the Service. The Service is a professional and educational engineering tool and is not directed to children; we do not knowingly collect data from anyone under 18. If you use the Service on behalf of an organization, you represent that you are authorized to bind that organization to these Terms.

• Accounts are created and authenticated through our identity provider, Clerk. When you register, Clerk processes your account information (such as your email address, name, and, if you use social sign-in, the identifier from that provider). See the Privacy Policy for detail.
• You are responsible for maintaining the security of your account credentials and for all activity under your account. Notify us promptly of any unauthorized use.
• One account per person. Do not share, sell, or transfer your account. We may suspend duplicate or shared accounts.
• You agree to provide accurate account information and to keep it current.

You agree not to:

• Access the Service by any automated means (scraping, crawling, bulk API calls beyond normal individual use) except as we expressly permit;
• Resell, sublicense, redistribute, or provide the tools as a service to third parties, or otherwise commercially exploit access to the Service beyond your own use;
• Circumvent, disable, or probe the tier gating, authentication, rate limits, or any security or access-control mechanism;
• Reverse engineer, decompile, or attempt to extract the source code of the platform except to the extent this restriction is prohibited by applicable law;
• Upload unlawful, infringing, or malicious content, or use the Service to build a competing product by copying its content or data;
• Interfere with or place undue load on the infrastructure, or attempt to gain unauthorized access to other users' accounts, designs, or data.

We may suspend or terminate access for violations (Section 12).

The Service — including the software, user interface, solver implementations, visualizations, the Photizon Academy tutorials and other content we create, the materials catalog we compile, the "Photizon" name and logo, and all associated intellectual property — is owned by Photizon or its licensors and is protected by intellectual-property laws. We grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Service for your own research, educational, and professional purposes, subject to these Terms. No other rights are granted.

"Your Content" means the simulation configurations you save (saved designs), the custom material data you define or upload (Sellmeier, Cauchy, tabulated, or constant n/k data), and the parameters you enter into the tools.

• You retain all right, title, and interest in Your Content.
• You grant Photizon only the limited license necessary to operate the Service for you: to store and back up Your Content, process it to run the simulations you request, and transmit and display it back to you across your sessions and devices. This license is limited to that purpose and ends when you delete the relevant portion of Your Content or your account, except for the limited period during which residual copies remain in routine backups, as described in the Privacy Policy.
• We do not sell Your Content or share it with third parties, except the infrastructure subprocessors strictly required to store and serve it to you (listed in the Privacy Policy) and as required by law. We do not use Your Content to train artificial-intelligence or machine-learning models. If we introduce AI-assisted features in the future, any use of Your Content in connection with those features will be opt-in, and we will not use Your Content to train AI models without your prior consent, obtained at that time.
• Saved designs are private by default on every tier. Public sharing is not currently offered. If we introduce an opt-in public gallery in future, publishing will be explicit and per-item, and only the items you choose to publish would carry the additional license needed to display them publicly.

Feedback. If you send us ideas, suggestions, or other feedback about the Service ("Feedback"), you grant us a non-exclusive, perpetual, irrevocable, royalty-free, sublicensable license to use that Feedback for any purpose, without obligation or compensation to you. Feedback does not include Your Content, and nothing in this paragraph changes the ownership, license, or AI-training commitments above.

Aggregate data. We may create, use, and retain aggregated or de-identified statistics about how the Service is used, as described in the Privacy Policy. These aggregates contain no personal data, are not linked to you, and do not include Your Content.

Tiers. The Service offers a free tier and paid tiers. Available tiers, features, and prices are shown on the pricing page.

Payment processing. Paid plans are processed by Stripe. Photizon does not receive or store your full card number; Stripe handles card data as a payment processor. We store only a Stripe customer reference and subscription reference associated with your account. See the Privacy Policy.

Billing cycle. Paid plans are offered on monthly and annual terms, as shown on the pricing page. Plans auto-renew at the end of each term unless cancelled before renewal. By subscribing you authorize Photizon (via Stripe) to charge the applicable fee at the start of each term. Before you subscribe, the automatic-renewal terms — the price that will be charged, the length of each renewal term, and how to cancel — are presented clearly when making an order, and you must affirmatively consent to them. After you subscribe, we will send you an acknowledgment (by email) that restates the automatic-renewal terms, the cancellation policy, and instructions on how to cancel. For annual plans, we will send you a renewal reminder, including how to cancel, no less than 15 and no more than 45 days before each renewal date.

Promotional rates. Promotional or founding rates, where offered, are governed by the terms displayed at the time of purchase, including any rate-lock and eligibility conditions. If a promotional rate lasting 31 days or longer converts to a standard rate, we will send you a reminder, including how to cancel, before the first standard-rate charge.

Cancellation. You may cancel at any time online through the Stripe customer portal, linked from your account page, without needing to contact us. Cancellation stops the next renewal; access continues through the end of the current paid term.

Refunds. We offer a 14-day, no-questions-asked refund on your first paid term, whether monthly or annual. Request a refund within 14 days of that charge by contacting support@photizon.com. Renewal charges after the first term are non-refundable except as required by law.

Price changes. We may change list prices; changes do not affect the current paid term and, for founding subscribers, are subject to the founding-rate lock above. We will give you advance notice of any renewal price increase, including instructions on how to cancel before the new price takes effect, at least as far in advance as applicable law requires.

Taxes. Prices exclude any applicable taxes; you are responsible for taxes other than those on Photizon's income.

• The Service, including all simulation outputs, numerical results, plots, materials data, and Academy content, is provided "AS IS" and "AS AVAILABLE," without warranties of any kind, express or implied, including implied warranties of merchantability, fitness for a particular purpose, accuracy, and non-infringement, to the fullest extent permitted by law. Your use of the Service is at your sole risk.
• Simulation results are engineering approximations, not guarantees. They depend on the models implemented, the assumptions of those models, the input data you provide, and the material data selected. They are not a substitute for professional engineering judgment, independent verification, or physical measurement. Photizon does not provide professional engineering services, and your use of the Service does not create an engineer-client or other professional relationship between you and Photizon.
• You are responsible for validating any design before relying on it for manufacturing, publication, procurement, or any other consequential decision. Photizon does not warrant that results are correct, complete, or suitable for any particular application.
• We do not warrant that the Service will be uninterrupted, error-free, or that stored content will never be lost. Keep your own copies of work that is critical to you.
• Some jurisdictions do not allow the exclusion of implied warranties, so some of the exclusions above may not apply to you; in that case, they apply to the maximum extent permitted by applicable law.

To the fullest extent permitted by law:

• Photizon and its affiliates, and its and their officers, directors, employees, contractors, agents, and suppliers (the "Photizon Parties") will not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, lost data, or loss of goodwill, arising out of or related to your use of (or inability to use) the Service, even if advised of the possibility.
• Photizon's total aggregate liability to you arising out of or related to the Service will not exceed the greater of the amount you paid Photizon in the twelve (12) months before the event giving rise to the claim, or one hundred US dollars ($100).
• The limitations in this Section 9 apply regardless of the theory of liability (contract, tort, negligence, strict liability, or otherwise), apply even if a limited remedy fails of its essential purpose, and are a fundamental element of the basis of the bargain between you and Photizon.
• Nothing in these Terms limits liability that cannot be limited under applicable law, including liability for fraud, willful misconduct, or gross negligence where such limitations are not permitted. Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so some of the limitations above may not apply to you.

To the maximum extent permitted by applicable law, you agree to indemnify, defend, and hold harmless the Photizon Parties (defined in Section 9) from and against any claims, liabilities, damages, losses, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) Your Content, including any claim that it infringes or misappropriates a third party's rights; (b) your breach of these Terms; or (c) your violation of applicable law in connection with your use of the Service. We will have the right to participate in the defense of any such claim with counsel of our choosing. This Section does not require you to indemnify any Photizon Party for that party's own negligence or willful misconduct. The Photizon Parties are intended third-party beneficiaries of this Section 10 and of Section 9.

The Service depends on third-party providers (identity, payments, analytics, hosting) listed as subprocessors in the Privacy Policy. Your use of the Service may be subject to those providers' own terms where applicable. We are not responsible for third-party services' acts or omissions beyond our reasonable control.

• You may stop using the Service and delete your account at any time. See the Privacy Policy for what account deletion involves.
• We may suspend or terminate your access if you breach these Terms, if required by law, or to protect the Service or other users. For paid accounts, we will not terminate for convenience without a reasonable effort to notify you and, where appropriate, prorate or refund the unused paid term.
• Sections that by their nature should survive termination (intellectual property, disclaimers, limitation of liability, indemnity, governing law) survive.

We may modify these Terms. If we make material changes, we will update the effective date and take reasonable steps to notify account holders (e.g., email or an in-product notice). Continued use after changes take effect constitutes acceptance. If you do not agree to a change, stop using the Service and cancel any paid plan.

These Terms are governed by the laws of the State of California, without regard to conflict-of-laws rules, provided that provided that the United States Federal Arbitration Act shall govern the interpretation and enforcement of this Section 14. You and Photizon agree that any dispute that has arisen or may arise between us relating in any way to your use of or access to the Services; any validity, interpretation, breach, enforcement, or termination of these Terms; or otherwise relating to Photizon in any way (collectively, "Covered Dispute Matters") will be resolved in accordance with the provisions set forth in this Section 14.

Pre-Arbitration Informal Resolution. You and Photizon agree that good-faith informal efforts to resolve disputes often can result in a prompt, low-cost, and mutually beneficial outcome. You and Photizon therefore agree that, before either demands arbitration against the other, you and Photizon will personally meet and confer, via telephone or videoconference, in a good-faith effort to resolve informally any Covered Dispute Matter. Multiple individuals initiating claims cannot participate in the same informal telephonic dispute resolution conference. If you are represented by counsel, your counsel may participate in the conference, but you shall also fully participate in the conference. The party initiating the claim must give notice to the other party in writing of their intent to initiate an informal dispute resolution conference, which shall occur within 60 days after the other party receives such notice, unless an extension is mutually agreed upon by the parties. To notify Photizon that you intend to initiate an informal dispute resolution conference, send such notice to: support@photizon.com. The notice must be sent by email and include the same level of detail as is required by the Rules (defined below) for a demand for arbitration, as well as your full name, address (including street address, city, state/province/region, zip code, and country), email address (the one associated with your Account, if any), and primary telephone number. If you and Photizon are unable to resolve the Covered Disputer Matter within 60 days of when the notice is received, then the claimant may file a demand for arbitration. Engaging in an informal dispute resolution conference is a condition precedent that must be fulfilled before commencing arbitration, and the arbitrator shall dismiss any arbitration demand filed before completion of an informal dispute resolution conference. The statute of limitations and any filing fee deadlines shall be tolled while the parties engage in the informal dispute resolution process required by this Section.

Applicable Law. You and we agree that these Terms and each of its parts evidence a transaction involving interstate commerce, and the United States Federal Arbitration Act applies to these Terms and governs the interpretation and enforcement of the arbitration rules and arbitration proceedings agreed to by you and us hereunder.

Arbitration. Any and all Covered Dispute Matters must be asserted individually in binding arbitration administered by the American Arbitration Association ("AAA") in accordance with its rules then in effect ("Rules"). In order to initiate arbitration following the conclusion of the informal dispute resolution process required above, a party must provide the other party with a written demand for arbitration and file the demand with the AAA. If you initiate arbitration against Photizon, you must send the written demand for arbitration to PHOTIZON INC., PO Box 90301, Santa Barbara, CA 93190-0301, United States of America, via nationally recognized overnight carrier. Additionally, if you initiate arbitration against Photizon, you must send an electronic version of the demand for arbitration to the AAA, and you must send an electronic version of the as-filed demand to us at support@photizon.com. In signing the demand for arbitration, a party's counsel certifies to the best of counsel's knowledge, information, and belief, formed after an inquiry reasonable under the circumstances, that (i) the demand for arbitration is not being presented for any improper purpose, such as to harass, cause unnecessary delay, or needlessly increase the cost of dispute resolution; (ii) the claims and other legal contentions are warranted by existing law or by a nonfrivolous argument for extending, modifying, or reversing existing law or for establishing new law; and (iii) the factual contentions have evidentiary support or, if specifically so identified, will likely have evidentiary support after a reasonable opportunity for further investigation or discovery. The arbitrator shall be authorized to afford any relief or impose any sanctions available under United States Federal Rule of Civil Procedure 11 or any other applicable law for either party's violation of this requirement. You and we agree the arbitration will be conducted by a single arbitrator and that the arbitrator shall not conduct any form of class or collective arbitration nor join or consolidate claims by or for individuals. You and we agree that the arbitrator, and not any federal, international, state/provincial/regional, or local court or agency, shall have exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability, or formation of these Terms, including any claim that all or any part of this arbitration agreement is void or voidable or a particular claim is subject to arbitration. The arbitrator will apply the governing law set forth in these Terms to any such arbitration and shall have the power to award any remedy available at law or in equity; provided, however, that the arbitrator shall have no jurisdiction to amend these Terms or grant any relief not permitted herein or beyond the relief permitted herein. For matters where the relief sought is over $5,000 USD, the arbitrator's decision will include the essential findings and conclusions upon which the arbitrator based the award. The arbitrator will decide the substance of all claims in accordance with applicable law, including recognized principles of equity, and will honor all claims of privilege recognized by law. The arbitration proceeding will not be consolidated with any other matters or joined with any other cases or parties. The arbitration shall take place in Santa Barbara County, California, USA; however, desk, phone, or video conference proceedings may be utilized where appropriate and permitted to mitigate costs of travel. Payment of all filing, administration, arbitrator fees, and other costs of arbitration will be governed by the Rules, unless otherwise stated in this agreement to arbitrate. You and we agree that the arbitrator's award shall be final and binding, and judgment on the arbitrator's award may be entered in any court of competent jurisdiction. The AAA's Mass Arbitration Supplementary Rules (the "Supplement") shall apply to any Mass Arbitration filed against Photizon. The term "Mass Arbitration" means 25 or more similar demands for arbitration filed against Photizon by individual claimants represented by either the same law firm or law firms acting in coordination. Within 60 days of the filing of a demand for arbitration that is part of a Mass Arbitration, the parties will initiate a global mediation of the Mass Arbitration. The mediator will be appointed by AAA unless the parties can agree on a mediator. The mediation shall take place concurrently with the arbitrations and shall not act as a stay of the arbitration proceedings, unless agreed to by the parties. The fees charged by the mediator and any administrative fees charged by AAA associated with the mediation, will be paid by Photizon.

Injunctive and Declaratory Relief. Except as provided below, the arbitrator shall determine all issues of liability on the merits of any claim asserted by you or us and may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party's individual claim. To the extent that you or we have sought public injunctive relief (that is, injunctive relief that has the primary purpose and effect of prohibiting unlawful acts that threaten future injury to the public), the entitlement to and extent of such relief must be litigated in a civil court of competent jurisdiction, and not in arbitration, after the party seeking public injunctive relief has first prevailed in arbitration. The parties agree that the litigation of any issues of public injunctive relief shall be stayed pending the outcome of the merits of any individual claims in arbitration.

Exceptions to Arbitration. There are only two exceptions to this agreement to arbitrate: (a) first, if either party reasonably believes that the other party has in any manner violated or threatened to infringe the IPR of the other party, the party whose IPR have been violated may seek injunctive or other appropriate interim relief in any court of competent jurisdiction; and (b) second, each party will retain the right to seek relief in a small claims court for disputes or claims within the scope of the jurisdiction of such courts.

Future Amendments to the Agreement to Arbitrate. Notwithstanding any provision in these Terms to the contrary, you and we agree that if we make any amendment to the arbitration clause in the future, that amendment shall not apply to any claim that was filed in a legal proceeding against Photizon prior to the effective date of the amendment. However, the amendment shall apply to all other Covered Dispute Matters governed by the arbitration clause that have arisen or may arise between you and Photizon. If you do not agree to the amended terms of the arbitration clause, you must notify us in writing at support@photizon.com within 30 days of our posting to the Services, or notification to you, of the amendment(s) to the arbitration clause, and you must immediately cease accessing and using the Services, in which case you will not be bound by such amendment(s); provided, however, that if you continue to access or use the Services despite sending us such a notice, that notice shall be deemed rescinded, and you shall be deemed to have agreed to such amendment(s).

Judicial Forum for Legal Disputes. Unless you and we agree otherwise and except for claims in small claims court, in the event that the agreement to arbitrate above is found not to apply to you or to a particular Covered Dispute Matter, either as a result of your decision to opt out of the agreement to arbitrate, or as a result of a decision by the arbitrator or a court order, you agree (except as otherwise provided by law) that any claim or dispute that has arisen or may arise between you and us must be resolved exclusively by a state or federal court presiding over Santa Barbara County, California, USA. You and we agree to submit to the exclusive personal jurisdiction and venue of the courts presiding over Santa Barbara County, California, USA. for the purpose of litigating all such claims or disputes.

YOU MAY OPT OUT OF ARBITRATION. IF YOU ARE A NEW USER, YOU CAN CHOOSE TO REJECT THE AGREEMENT TO ARBITRATE ("OPT-OUT") BY EMAILING US AN OPT-OUT NOTICE TO support@photizon.com ("OPT-OUT NOTICE"). THE OPT-OUT NOTICE MUST BE RECEIVED NO LATER THAN 30 DAYS AFTER THE DATE YOU ACCEPT THE TERMS OF THIS AGREEMENT FOR THE FIRST TIME. In order to opt out, you must email your full name, address (including street address, city, state/province/region, zip code, and country), email address (the one associated with your Account, if any), primary telephone number, and an unaltered digital image of your valid driver's license or other national, state, provincial, or regional identification card to support@photizon.com. This procedure is the only way you can opt out of the arbitration clause. If you opt out of the agreement to arbitrate, all other parts of the arbitration clause and the remainder of these Terms continue to apply to you. Opting out of the arbitration clause has no effect on any previous, other, or future arbitration agreements that you may have with us.

YOU WAIVE CERTAIN RIGHTS. BY AGREEING TO THIS ARBITRATION CLAUSE, YOU HEREBY IRREVOCABLY WAIVE ANY RIGHT YOU MAY HAVE (A) TO A COURT TRIAL (OTHER THAN SMALL CLAIMS COURT AS PROVIDED ABOVE), (B) TO SERVE AS A CLASS REPRESENTATIVE, AS A PRIVATE ATTORNEY GENERAL, OR IN ANY OTHER REPRESENTATIVE CAPACITY, OR TO PARTICIPATE AS A MEMBER OF A CLASS OF CLAIMANTS, IN ANY LAWSUIT, ARBITRATION (EXCEPT AS OTHERWISE SET FORTH HEREIN), OR OTHER PROCEEDING FILED AGAINST US AND/OR RELATED THIRD PARTIES, EVEN IF ARBITRATION IS NOT REQUIRED UNDER THIS AGREEMENT, AND (C) TO A TRIAL BY JURY. If a decision is issued stating that applicable law precludes enforcement of any of this Section's limitations as to a given claim for relief, then that claim must be severed from the arbitration and brought into a state or federal court presiding over Santa Barbara County, California, USA. All other claims shall be arbitrated.

STATUTE OF LIMITATIONS FOR YOUR CLAIMS. REGARDLESS OF ANY STATUTE OR LAW TO THE CONTRARY, ANY AND ALL CLAIMS OR CAUSES OF ACTION ARISING OUT OF OR RELATED TO THESE TERMS OF USE OR YOUR USE OF THE SERVICE MUST BE FILED WITHIN ONE YEAR AFTER SUCH CLAIM OR CAUSE OF ACTION ARISES OR IT WILL BE FOREVER BARRED.

Entire agreement; severability (if a provision is unenforceable, the rest stands); no waiver by delay; force majeure (we are not liable for delays or failures caused by events beyond our reasonable control); no assignment by you without our consent, we may assign in a merger or asset sale; notices to Photizon may be sent to support@photizon.com, and we may give you notice by email to the address on your account or by in-product notice.

Questions about these Terms: support@photizon.com

Postal address: PHOTIZON INC., PO Box 90301, Santa Barbara, CA 93190