Terms of Service

Last Updated: 6/11/2026

These Terms and Conditions shall govern access to Fuego Studios, Inc.'s ("Fuego") hosted mobile application platform and related tools, integrations and services that enable creation, management, and operation of iOS and Android applications for Shopify stores ("Platform") licensed to Customer ("you") and providing for the hosted mobile application platform and related tools, integrations and services that enable creation, management, and operation of iOS and Android mobile applications for Shopify stores (the "Customer App").

1. ACCOUNTS

1.1 Access and Creation. Following execution of the Agreement and via accessing your Shopify store account ("Shopify Account"), and installing the Platform through the Shopify App Store ("Shopify App Store"), you will be provided access to the Platform (the "Account Holder"). You are also solely responsible for creating developer administrator access to your Customer App on the Apple App Store and Google Play Store (the "App Stores") in order to publish the Customer App (using the Platform) on the App Stores and also providing Fuego access via the App Stores. You must be at least 18 years old or the age of majority in your jurisdiction (whichever is older) in order to register an Account or otherwise use the Platform. You represent and warrant that you are authorized to enter into this Agreement and have the authority to bind an applicable organization or company to this Agreement.

1.2 Log-in Information. As an Account Holder, you shall: (a) maintain the confidentiality of Account log-in information ("Log-in Information"), which you shall use each time you log onto the Platform; (b) use commercially reasonable efforts to manage and ensure the security, confidentiality and authorized use of your Log-in Information and shall not share it with any other person or entity; and (c) be responsible for all activity through the Platform that originates from any Account logged in through your Log-in Information. Fuego is not responsible for any loss or damage arising from your failure to maintain the confidentiality of your Log-in Information. If you detect unauthorized access to or use of your Account, you shall promptly notify Fuego of such unauthorized access or use.

1.3 Implementation of Customer Store to Fuego. In order to complete your implementation with Fuego and the Platform, you will need to connect the Platform with your Shopify Account by providing Fuego with access with collaborator access to your Shopify Account. By completing this implementation step, Customer is allowing Fuego to access the Shopify Account, as is permitted under the applicable terms and conditions that govern your use of your Shopify Account. You represent that you are entitled to grant Fuego access to your Shopify Account (including, but not limited to, for use for the purposes described herein) without breach by you of any of the terms and conditions that govern your use of your Shopify Account and without obligating Fuego to pay any fees or making Fuego subject to any usage limitations. By granting Fuego access to any Shopify Accounts, you understand that Fuego may access, make available and store (if applicable) any information, data, text, software, music, sound, photographs, graphics, video, messages, tags and/or other materials accessible through the Platform that you have provided to and stored in your Shopify Account ("Shopify Account Content") so that it is available on and through the Platform and/or your Customer Apps, via your Account. Unless otherwise specified in the Terms, all Shopify Account Content shall be considered to be Your Content (as defined below) for all purposes of the Terms. If a Shopify Account becomes unavailable or Fuego's access to such Shopify Account is terminated by you, then Third-Party Account Content will no longer be available on and through the Platform (including through your Customer App). PLEASE NOTE THAT YOUR RELATIONSHIP WITH THE SHOPIFY ACCOUNT IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SHOPIFY, AND FUEGO DISCLAIMS ANY LIABILITY FOR PERSONALLY IDENTIFIABLE INFORMATION THAT MAY BE PROVIDED TO IT BY SUCH SHOPIFY ACCOUNT IN VIOLATION OF ANY PRIVACY SETTINGS THAT YOU HAVE SET IN SUCH SHOPIFY ACCOUNT. Fuego makes no effort to review any Shopify Account Content for any purpose, including but not limited to, for accuracy, legality or noninfringement, and Fuego is not responsible for any Shopify Account Content.

1.4 Ownership. Customer shall be the designated owner of any Customer Apps within the applicable App Store and Customer will be solely responsible for providing the necessary terms of use and privacy policy to your end users of the Customer Apps and fulfilling the applicable legal requirements (including but not limited to, with respect to auto-renewal subscription laws, compliance with the ADA and/or any corresponding state laws on accessibility and the Digital Millennium Copyright Act) and other requirements of the applicable App Store in connection therewith, as well as all the activities occurring through such Customer Apps. Except to the extent of the foregoing, and notwithstanding anything to the contrary herein, you acknowledge and agree that you shall have no ownership or other property interest in any Customer Apps (other than with respect to Your Content (as defined herein), and you further acknowledge and agree that, except with respect to Your Content, all rights in and to and to the Customer Apps are and shall forever be owned by and inure to the benefit of Fuego.

1.5 No Rights For Affiliates. For clarity, only the named Customer entity in the Commercial Terms shall be deemed to have rights hereunder. No Affiliates shall have rights to the Platform unless expressly stated and consented by Fuego, and rights to the Platform shall only be provided to those Shopify stores expressly set forth in in the Commercial Terms. As used herein "Affiliates" shall mean, as to Customer, any other entity that controls, is controlled by, or is under common control with the initial entity. For purposes of this definition, the term "control" means the possession, directly or indirectly, of the power to direct or cause the direction of the management policies of such third party, whether through the ownership of voting securities or by contract or otherwise, as of the Effective Date of the Agreement.

2. SUBSCRIPTION, TOOLKIT, AND MANAGED SERVICES

2.1 Subscription Grant. During the Term, and subject to your compliance with the Agreement, Fuego hereby grants you a limited, non-exclusive, non-transferrable, non-sublicensable, revocable license to access and use the Platform through an Account and paid subscription (each, a "Subscription") for the sole purpose of creating and managing your Customer App. The Platform is provided on an 'AS IS' and 'WHEN AVAILABLE' basis, subject to the SLA uptime set forth herein.

2.2 Managed Services. Solely if Fuego provides you the right for professional managed services provided in the Commercial Terms ("Managed Services"), Fuego shall determine its nature, scope, and cost, and the Parties shall mutually agree to such Professional Services.

2.3 Subscription Limitations. Customer shall use the Subscription solely for Customer's internal business purposes during the Term. While Customer is permitted to allow its employees, contractors and service providers to access and use the Platform through Accounts, such access must be for the sole benefit of Customer, at all times in compliance with this Agreement, and Customer is solely liable for all such third parties compliance with the Agreement. The Platform may be unavailable due to maintenance or unforeseen cause beyond Fuego's reasonable control, including but not limited to, issues relating to the App Store, Shopify API, internet service provider issues, power or communications network failures, denial of service attacks or similar attacks, or any force majeure events, which Platform unavailability does not constitute a breach of the Agreement. Fuego disclaims all liability relating to Platform unavailability.

3. CONTENT

3.1 Your Content. You may share or upload certain files, materials, data, text, templates, audio, video, images or other content ("Content"), through the Services, relating to your Store, and including by way of your prompts, comments, questions, responses to chatbot questions and other input to the Services ("Input"). You, and not Fuego, are entirely responsible for all Input that you upload, share, post, email, transmit, query or otherwise make available through or to the Service. When you make available any Input on or to the Services, you represent that you own and/or have sufficient rights to use such Input in connection with the Services, In response to any prompts, comments, questions, and other Input that you provide to the Services, the Services, together with AI Services (as defined below), may generate new or revised Content ("Output"). You acknowledge that the Outputs are based on your Inputs and Your Content (as defined below), and that Fuego has no control over any such Inputs or Content. Accordingly, all Outputs are provided "as is" and with "all faults", and Fuego makes no representations or warranties of any kind or nature with respect to any Inputs or Outputs, including any warranties of accuracy, completeness, truthfulness, safety, quality, reliability, confidentiality, timeliness or suitability, or with respect to the ability for Outputs or Inputs to be protected by intellectual property rights under any laws, rules, or regulations. You are solely responsible for your use of your Outputs created through the Service, and you assume all risks associated with your use of any Outputs, including any potential copyright infringement claims from third parties or any disclosure of your Outputs that personally identifies you or any third party. You acknowledge that Fuego does not review or monitor Outputs in the ordinary course of business. You are solely responsible for carefully reviewing all Outputs before you use or rely on the Outputs. To the maximum extent permitted by applicable law, Fuego shall not be responsible or liable for your creation or use of, or reliance on, any Output.

Fuego does not claim ownership of any Inputs or any other Content you upload to the Services, or any Outputs (collectively, "Your Content"). However, when you post or publish Your Content on or in the Platform, you represent that you own and/or have a royalty-free, perpetual, irrevocable, worldwide, non-exclusive right (including any moral rights) and license to use, license, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, derive revenue or other remuneration from, and communicate to the public, perform and display Your Content (in whole or in part) worldwide and/or to incorporate it in other works in any form, media or technology now known or later developed, for the full term of any worldwide intellectual property right that may exist in Your Content. Notwithstanding the foregoing, given the nature of the AI Services, you acknowledge that: (a) Output may not be unique across users and the Service may generate the same or similar output for another user under similar terms; and (b) Fuego does not represent or warrant that the Outputs are protectible by any intellectual property rights under applicable law.

3.2 No Obligation of Review. You acknowledge that Fuego has no obligation to review Content (including, but not limited to, User Content), although Fuego reserves the right in its sole discretion to pre-screen, refuse or remove any Content, at any time, for any reason. By entering into the Terms, you hereby provide your irrevocable consent to such monitoring. You acknowledge and agree that you have no expectation of privacy concerning the transmission of Your Content, including without limitation chat, text, or voice communications. In the event that Fuego pre-screens, refuses or removes any Content, you acknowledge that Fuego will do so for Fuego's benefit, not yours. Without limiting the foregoing, Fuego shall have the right to remove any Content that violates the Terms of Use or is otherwise objectionable.

4. TERMINATION

4.1 Termination. The Term terminates upon the earliest of:

a. termination of the Agreement prior to a Renewal Term by either Party providing notice to the other at any time for any reason (at which time, the Agreement shall terminate as of the end of the then-current Renewal Term);

b. Customer's failure to pay the Subscription Fee, or any fee or charge due and owing by Customer to Fuego (as set forth in greater detail herein);

c. your non-compliance with the Agreement; or

d. at the other Party's option, if a Party becomes insolvent or bankrupt or makes an assignment for the benefit of creditors, or if a receiver or trustee in bankruptcy is appointed for the Party, or if any proceeding in bankruptcy, receivership or liquidation is commenced against the Party and not dismissed within 30 days following commencement.

Upon termination, whether by you or Fuego, you are not entitled to a refund of any kind and shall pay any due and unpaid fees.

Following termination, Fuego does not retain any access to Your Content and for the avoidance of doubt, all access to the Platform and the Customer App shall immediately cease. However, prior to termination of the Agreement, Customer shall be provided the opportunity to export its analytics data before deletion/offboarding. Termination of all Services also includes deletion of your information, files and Content associated with or inside your Account (or any part thereof), including Your Content. Customer acknowledges and agrees that post-termination, Customer is solely responsible for uploading a new version update of their Store mobile application in the App Stores, in order for Customer to continue to have an Store mobile application available to third parties. You acknowledge and agree that Fuego will not have any liability whatsoever to you for any suspension or termination, including for deletion of Your Content. All provisions of the Terms which by their nature should survive, shall survive termination of Services, including without limitation, ownership provisions, warranty disclaimers, and limitation of liability.

5. USE OF THE PLATFORM

5.1 Features. Platform features, functionality, and available integrations (collectively, "Features") are subject to change on one or more occasions at any time without notice. Features associated with your Subscription are described via Fuego documentation as provided to Customer, including as set forth in the Commercial Terms.

5.2 Authorized Use. You agree to use the Platform in conformance with all applicable laws and regulations and shall not:

a. engage in conduct constituting improper use of the Platform;

b. decompile, disassemble or reverse engineer the Platform or otherwise attempt to derive the Platform source code or gain unauthorized access to the Platform;

c. reproduce, rearrange, modify, translate, create derivative works from, display, perform, publish, or distribute the Platform except as expressly permitted herein;

d. break, disrupt or attempt to break or disrupt any device used to support the Platform or knowingly exploit a flaw or bug in the Platform;

e. use the Platform to store or transmit material that is infringing, libelous, unlawful or in violation of any person's rights;

f. harass, abuse, stalk, threaten or impersonate any person through the Platform;

g. sell, rent, lease, transfer, or sublicense the Platform or access thereto, unless expressly permitted by Fuego;

h. promote, encourage or undertake illegal activity or communicate, link to, post, stream, submit or upload content that contains objectionable or offensive conduct through the Platform;

i. disparage, harm or otherwise tarnish Fuego's reputation;

j. use the Platform to build a competitive service or product, or copy any feature, function or graphic for competitive purposes; or

k. use the Platform to infringe or violate third party rights including but not limited to: (i) contractual rights, (ii) copyright, patent, trademark, trade secret rights or other intellectual property rights, (iii) privacy rights, (iv) publicity rights, or (v) confidential information,

all of the foregoing which shall be determined by Fuego in its sole discretion.

5.3 DPA. Use of the Platform is governed by a DPA detailing how Fuego collects, uses and discloses personal data provided by Customer to Fuego and is available at fuego.io/legal/dpa as may be updated on one or more occasions. For clarity, the Customer is solely responsible for determining whether it needs to update its own privacy policy in accordance with the use of the Platform and applicable law.

6. AI SERVICES

6.1 Our Services may utilize certain publicly available artificial intelligence and deep learning platforms, algorithms, tools and models ("AI Services") to generate Output. You understand that additional license requirements may apply to certain AI Services, including that such AI Services may retain certain rights to use or disclose Your Content. You must review and comply with such requirements for the AI Services used. You assume all risks associated with your use of such AI Services. Fuego will have no liability for the unavailability of any AI Services, or any third party's decision to discontinue, suspend or terminate any AI Services.

Your use of the AI Services must comply at all times with this Agreement, Without limiting the generality of the foregoing, you must not share Content on or through the Service, or attempt to create Output through the Services, that: (i) may constitute, contribute to, depict, or encourage a crime, illegal or terrorist activity, or a violation or infringement of any third party's rights; (ii) is unlawful, harmful, threatening, abusive, harassing, inflammatory, defamatory, libelous, discriminatory, deceptive, fraudulent, invasive of another's privacy, tortious, offensive, vulgar, hateful, or is racially, ethnically, or otherwise objectionable (in our sole discretion); (iii) posts or submits a photograph of another person without that person's permission; (iv) contains adult content, including obscene, pornographic, and/or sexual terms, descriptions and/or images, nudity, profanity, or graphic violence; (v) may create a risk of, glorify, encourage, or threaten violence, harm, physical or mental injury, emotional distress, death, disability, disfigurement, self-harm, or any other loss or damage to you or any other person or to any animal or to any property; (vi) exploits political agendas or "hot button" issues for commercial use, or that contains hate speech based upon the race, sex, national origin, religious affiliation, marital status, sexual orientation, gender identity, or language of an individual or group; (vii) you do not have the right to make available or to take under any law under contractual or fiduciary relationships (such as insider information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements); (viii) harms minors in any way, or solicits or otherwise attempts to gain any information from a minor; (ix) forges headers or otherwise manipulates identifiers in order to disguise the origin of any content or other materials transmitted to or through the Services; (j) attempts to identify any anonymous user; (x) may constitute the receipt or provision or request of clinical services, including but not limited to the practice of medicine; or (xi) we otherwise deem in violation of this Section 6. You may not post or make available any Content that includes any information relating to an identified or identifiable person or any of their personal characteristics without that person's permission or any other information that constitutes "personal data," "personal information," or "personally identifiable information."

The AI Services may be provided by third parties. Any personal data in Inputs or Content that you make available to third-party AI Services will be subject to that third party's privacy policy. You should review the privacy policies and terms of service posted by third parties that provide AI Services to Fuego users in order to understand how those third parties use, disclose, and protect personal data, including any training of their machine learning models. If you do not agree with a third party's privacy policy, you should not use the relevant AI Service.

As part of the AI Services, Fuego provides a chatbot that responds to user requests with automated replies, leveraging certain third party services or applications to power the chatbot function. By using these functions, you hereby consent and authorize Fuego to share any information you provide with one or more third party providers or such chatbot function to the minimum extent required to complete your request. YOU, AND NOT FUEGO, SHALL BE SOLELY RESPONSIBLE FOR YOUR USE OF THESE FUNCTIONS. YOU ACKNOWLEDGE AND AGREE THAT ANY CONDUCT YOU ENGAGE IN AS A RESULT OF THE INFORMATION PROVIDED BY THE CHATBOT OR ANY OTHER AI SERVICES MADE BY FUEGO OR THIRD PARTY PROVIDERS IS AT YOUR OWN RISK. BECAUSE CHATBOTS UTILIZE ARTIFICIAL INTELLIGENCE TO COMMUNICATE WITH YOU, OUR CHATBOT(S) MAY PROVIDE INFORMATION THAT IS AN INACCURATE RESPONSE TO YOUR REQUESTS IN ITS INTERACTIONS WITH YOU. YOU AGREE THAT FUEGO WILL NOT BE HELD LIABLE TO YOU OR ANY THIRD PARTY FOR THE CHATBOT (OR ANY OTHER AI SERVICES MADE AVAILABLE THROUGH THE SERVICES, INCLUDING BY THIRD PARTY PROVIDERS) PROVIDING INACCURATE INFORMATION TO YOU.

7. FEES

7.1 Fee Payment. Customer shall pay Fuego the Subscription fee agreed to by Customer and set forth in the Commercial Terms. Unless otherwise set forth in the Commercial Terms, Fuego may increase the Subscription Fee by providing written notice of the change at least 90 days before the start of a Renewal Term. If Customer elects to pay by credit card, Customer hereby authorizes Fuego or a third party designated by Fuego (for example, Shopify) to charge the credit card Customer provides for all fees owed to Fuego. You represent and warrant that: (a) you have the legal right to use any credit card(s) or other payment method(s) in connection with your payments to Fuego; and (b) the information you provide for payment purposes is true, correct and complete. Customer shall provide a valid credit card and if Customer's credit card changes or expires, or is revoked, disputed or not valid for any other reason, Fuego may suspend Customer's use of the Platform upon 3 days' notice or otherwise terminate the Agreement pursuant to Section 3. By submitting payment information, you grant Fuego the right to provide such information to third parties, including but not limited to Shopify or Stripe, for the purpose of facilitating your purchases with Fuego. Fuego reserves the right to refuse or cancel any Subscription Fee, additional fee, charge or other purchase with Fuego for reasons including but not limited to suspected fraud or any other reason, as determined in Fuego's absolute discretion.

7.2 Overdue Invoice. Following Customer's failure to pay an invoice timely, Fuego may suspend the access to the Platform and, before resuming access to the Platform, may require that Customer pay: (a) all outstanding amounts; (b) and all amounts that will become payable during the remainder of the Term.

7.3 Taxes. Subscription Fees as well as any additional fees and charges agreed to by Customer and Fuego exclude taxes, duties and charges, which Customer shall pay, as applicable.

8. OWNERSHIP; CONFIDENTIALITY

8.1 Platform Ownership. The Platform and constituent parts thereof are the proprietary property of Fuego and its licensors, and all right, title and interest in and to, including all associated intellectual property rights, remain with Fuego and its licensors. You may not remove or modify any proprietary marking or restrictive legends in the Platform. The Agreement does not convey any right, title or interest in, or constitute the sale of any right to, the Platform, Subscription or Account. You acknowledge and agree that you have no ownership or other property interest in your Account and that all rights in and to your Account are and shall be forever owned by and inure to the benefit of Fuego, excluding Your Content. Any trademarks, logos, and service marks (collectively, "Fuego Trademarks") displayed on the Platform are registered and unregistered marks of Fuego or are otherwise used in accordance with applicable law. Nothing contained in the Agreement should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any of the Fuego Trademarks without Fuego's written permission. Fuego reserves all rights unless expressly granted in this Agreement.

8.2 Customer Feedback. You hereby grant Fuego a non-exclusive, perpetual, irrevocable, worldwide, royalty-free license to use any feedback you provide regarding the Platform (the "Feedback"). Such Feedback is deemed not to be Confidential Information of Customer and nothing in this Agreement shall operate to limit Fuego's use of such Feedback. Fuego agrees and acknowledges that it uses Feedback at its own risk and that Feedback is provided on an "as is" basis without warranties of any kind.

9. DISCLAIMER, LIMITATION OF LIABILITY

9.1 DISCLAIMER. THE PLATFORM IS PROVIDED TO YOU "AS IS" AND FUEGO DISCLAIMS ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS, TO THE EXTENT PERMITTED BY LAW. WITHOUT LIMITING THE FOREGOING, FUEGO MAKES NO REPRESENTATIONS OR WARRANTIES THAT THE PLATFORM WILL MEET YOUR REQUIREMENTS OR THAT OPERATION OF THE PLATFORM WILL BE UNINTERRUPTED, CONTINUOUSLY AVAILABLE, ERROR FREE, WILL NOT HARM COMPUTERS, MOBILE DEVICES OR ANY ATTACHED DEVICES, NOT RESULT IN LOST DATA OR BE SECURE AGAINST UNAUTHORIZED ACCESS. NO ORAL ADVICE OR WRITTEN INFORMATION PROVIDED BY FUEGO, ITS SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, REPRESENTATIVES OR ASSIGNS ("REPRESENTATIVES"), WILL CREATE ANY WARRANTY AND YOU SHALL NOT RELY UPON SUCH ADVICE OR INFORMATION. YOU BEAR THE ENTIRE RISK AS TO THE PERFORMANCE, OPERATION AND QUALITY OF THE PLATFORM AND THE CUSTOMER APPS.

9.2 LIMITATION OF LIABILITY. FUEGO AND ITS REPRESENTATIVES SHALL NOT BE LIABLE TO YOU FOR ANY CLAIM, LOSS OR DAMAGE OF ANY KIND ARISING OUT OF OR RELATING TO THE PLATFORM OR THIRD PARTY SERVICES INCLUDING WITHOUT LIMITATION CONSEQUENTIAL, INCIDENTAL OR SPECIAL DAMAGES, LOSS OF DATA, LOSS OF PROFITS, LOSS OF GOODWILL, PERSONAL INJURY OR DEATH AND ANY AND ALL OTHER TANGIBLE AND INTANGIBLE DAMAGES OR LOSSES, EVEN IF FUEGO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE OR LOSS. THE FOREGOING CAP ON LIABILITY SHALL NOT APPLY TO LIABILITY OF FUEGO PARTY FOR ANY INJURY CAUSED BY FUEGO'S FRAUD OR FRAUDULENT MISREPRESENTATION.

9.3 MAXIMUM AGGREGATE LIABILITY. NOTE THAT SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF CERTAIN TERMS OR WARRANTIES OR EXCLUSION OF LIABILITY FOR CERTAIN DAMAGES AND, IF ANY DISCLAIMER OR LIMITATION OF LIABILITY IS FOUND UNENFORCEABLE, VOID OR DOES NOT FULLY SHIELD FUEGO FROM LIABILITY, YOU AGREE THAT FUEGO'S AND/OR ITS REPRESENTATIVES MAXIMUM AGGREGATE LIABILITY IN ANY CASE WHATSOEVER WILL BE THE TOTAL AMOUNT CUSTOMER PAID TO FUEGO IN THE 4 MONTHS IMMEDIATELY PRECEDING THE DATE OF THE ACT LEADING TO THE HARM IN QUESTION.

9.4 BASIS OF BARGAIN. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN CUSTOMER AND YOU. THE PARTIES ACKNOWLEDGE AND AGREE THAT THE FOREGOING PROVISIONS REPRESENT A REASONABLE ALLOCATION OF RISK AND THAT THE PARTIES WOULD NOT ENTER INTO THESE TERMS FOR THE APPLICABLE FEES ABSENT SUCH PROVISIONS.

10. INDEMNIFICATION

Customer agrees to indemnify and hold Fuego, its parents, subsidiaries, affiliates, officers, employees, agents, partners and licensors (collectively, the "Fuego Parties") harmless from any losses, costs, liabilities and expenses (including reasonable attorneys' fees) relating to or arising out of: (a) Your Content, including any Inputs or your use of any of the Outputs; (b) your violation of the Terms; (c) your violation of any rights of another party, including any of your end users; (d) your violation of any applicable laws, rules or regulations applicable to you and the provision of your Customer Apps (including with respect to auto-renewal subscription laws, the ADA and/or its applicable state law equivalents, and the Digital Millennium Copyright Act); and (e) your products or services made available through the Customer Apps. Fuego reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with Fuego in asserting any available defenses. This provision does not require you to indemnify any of the Fuego Parties for any unconscionable commercial practice by such party or for such party's fraud, deception, false promise, misrepresentation or concealment, suppression or omission of any material fact in connection with the Platform and/or any Services provided hereunder. You agree that the provisions in this section will survive any termination of the Services, the Terms or your access to the Platform.

11. DISPUTE RESOLUTION

11.1 Initial Dispute Resolution. Most disputes between you and Fuego can be resolved without resorting to legal action. If you have any dispute with Fuego, you agree that before taking any formal legal action you will contact Fuego at operations@fuego.io and provide a brief, written description of the dispute and your contact information. You and Fuego agree to use commercially reasonable efforts to settle any dispute, claim, question, or disagreement directly through consultation, and good faith negotiations shall be a condition to either Party initiating a lawsuit or arbitration.

11.2 Binding Arbitration. If you and Fuego cannot come to a resolution within 60 days after the time an informal dispute resolution is initiated, you agree that any disputes or claims between you and Fuego, including the Representatives, shall be resolved by confidential, final and binding arbitration to be conducted in San Francisco, California and administered by JAMS. The arbitration shall be commenced and conducted in accordance with Comprehensive Arbitration Rules (the "Rules"). Your arbitration fees and your share of the arbitrator's compensation shall be governed by and, where appropriate, limited by the Rules. BY AGREEING TO ARBITRATION, YOU UNDERSTAND THAT YOU ARE WAIVING THE RIGHT TO SUE IN COURT OR HAVE A JURY TRIAL FOR ALL CLAIMS, EXCEPT AS LIMITED BY APPLICABLE LAW. THE PARTIES AGREE THAT SECTION 9.2 SHALL NOT APPLY TO: (I) DISPUTES CONCERNING INTELLECTUAL PROPERTY, ALLEGATIONS OF THEFT, PIRACY, VIOLATION OF PRIVACY LAWS OR USE OF THE PLATFORM IN VIOLATION OF THIS AGREEMENT; OR (II) CLAIMS FOR INJUNCTIVE RELIEF.

11.3 CLASS ACTION WAIVER AND PROHIBITION. YOU AGREE THAT ANY ARBITRATION OF A DISPUTE OR CLAIM SHALL BE LIMITED BETWEEN FUEGO, THE REPRESENTATIVES (IF APPLICABLE), AND YOU INDIVIDUALLY. TO THE FULL EXTENT PERMITTED BY APPLICABLE LAW, NO ARBITRATION SHALL BE JOINT WITH ANY OTHER AND YOU HAVE NO RIGHT OR AUTHORITY TO: (A) ARBITRATE A DISPUTE OR CLAIM ON A CLASS-ACTION BASIS OR TO UTILIZE CLASS-ACTION PROCEDURES; AND TO (B) RAISE A DISPUTE OR CLAIM IN A REPRESENTATIVE CAPACITY ON BEHALF OF THE GENERAL PUBLIC OR ANY OTHER PERSONS. YOU UNDERSTAND AND AGREE THAT YOU ARE WAIVING THE RIGHT TO HAVE ANY DISPUTE OR CLAIM RESOLVED AS A PLAINTIFF OR MEMBER OF A CLASS ACTION.

12. CONFIDENTIALITY

Each party ("Receiving Party") agrees to maintain in confidence all non-public, confidential, or proprietary information ("Confidential Information") disclosed by the other party ("Disclosing Party") in connection with this Agreement, whether oral, written, electronic, or in any other form, that is marked or reasonably understood to be confidential, and/or any other information set forth herein that the parties agreed shall be treated as confidential. The Receiving Party shall use the same degree of care to protect the Disclosing Party's Confidential Information as it uses to protect its own similar information, but in no event less than reasonable care.

The Receiving Party may use the Confidential Information only as necessary to perform its obligations or exercise its rights under this Agreement, and may disclose it only to those of its employees, agents, or contractors who have a need to know and are bound by obligations of confidentiality no less protective than those in this Agreement.

The obligations in this Section do not apply to information that the Receiving Party can demonstrate: (a) was publicly available without breach of this Agreement; (b) was known to the Receiving Party before disclosure by the Disclosing Party; (c) was rightfully received from a third party without restriction; or (d) was independently developed without use of or reference to the Disclosing Party's Confidential Information.

Upon termination of this Agreement or upon written request, the Receiving Party shall return or destroy all Confidential Information of the Disclosing Party, except as required to comply with legal or regulatory obligations or automated back-up retention policies.

This Section shall survive for three (3) years after termination of the Agreement, except as to trade secrets, which shall be protected for so long as they remain trade secrets under applicable law.

13. GENERAL

13.1 Updates. Fuego reserves the right, in its sole discretion, to modify the Platform at any time (each an "Update"). You are deemed to accept an Update by continuing to use the Platform.

13.2 Publicity. Customer agrees that, during the Term, Fuego reserves the right, title and limited license to use Customer's name and/or logo mark on (i) the Fuego Website; (ii) on Fuego owned and controlled social media posts, and/or (iii) case studies, testimonials, or other marketing materials describing Customer's use of Fuego's services and the results or outcomes associated therewith, relating solely to the existence of the trade relationship between the parties. Any trademarks, logos, and service marks (collectively, "Customer Trademarks") displayed pursuant to the foregoing, belong solely to Customer and Fuego makes no claims or rights to such Customer Trademarks, beyond the public display under the grant of rights set forth in this Section. If, at any time during the Term, Customer requests that Fuego cease use of such Customer Trademarks, Customer shall provide notice to Fuego as set forth in Section 11.4 below.

13.3 Governing Law. The Agreement shall be governed by and construed in accordance with the applicable laws of the State of Delaware and federal laws of the United States, without reference to principles of conflicts of laws.

13.4 Notice. Any notice required by the Agreement shall be given by email to Fuego at operations@fuego.io and by Fuego to you at the email address you provide to Fuego, as updated on one or more occasions, such notice deemed received upon sending.

13.5 Limitation Period. Any cause of action arising out of or related to the Agreement or the Platform must commence within one year after the cause of action accrues and, if not, is permanently barred. The parties acknowledge that the foregoing constitutes a modification and shortening of the limitation period set forth in statute and agree to shorten the limitation period.

13.6 California Consumer Notice. Under California Civil Code Section 1789.3, California consumers of an electronic commercial service are entitled to know that they may file grievances and complaints with the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs, in writing at 1625 North Market Blvd., Suite N112, Sacramento, CA 95834, or by telephone at (800) 952-5210.

13.7 Export Compliance. U.S. and foreign export control laws regulate the export and re-export of technology originating in the United States and such foreign countries. You agree to abide by all export control laws and regulations as applicable and will not transfer, directly or indirectly, by electronic transmission or otherwise, the Platform from any countries or foreign nations in violation of such laws or regulations. You shall comply with the export laws and regulations of the applicable jurisdictions in which you provide, access or use the Platform. The parties expressly disclaim application of the United Nations Convention on Contracts for the International Sale of Goods.

13.8 Severability, Waiver. If any provision of the Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, such provision shall be changed and interpreted so as to best accomplish the objectives of the original provision to the fullest extent allowed by law with remaining provisions of this Agreement in full force and effect. No failure or delay by a Party in exercising any right, power or remedy under this Agreement constitutes a waiver thereof.

13.9 Assignment. You cannot assign, transfer or pledge the Agreement, in whole or in part, without the prior written consent of Fuego. Fuego may assign this Agreement upon written notice to you.

13.10 Force Majeure. Except with respect to the Customer's obligation to make payments, neither Party shall be held responsible for any delay, deficiency or failure in performance due to causes beyond its reasonable control including, but not limited to, fires, strikes, embargoes, explosions, earthquakes, hurricanes, floods, wars, the elements, labor disputes, government requirements, acts of war and terrorism, civil or military authorities, inability to secure raw materials or transportation facilities, acts or omissions of carriers or suppliers.

13.11 Entire Agreement. The Agreement, including the Commercial Terms and DPA, as amended on one or more occasions, constitutes the entire Agreement between the parties and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. No terms or conditions stated in any purchase order or other order documentation you provide are incorporated into or form any part of the Agreement and are null and void.

13.12 Survival. Sections 3.3, 5, 7-11 shall survive termination of this Agreement.