FightClear Terms of Service

These Terms of Service (the "Terms") form a binding agreement between Kotuvium, LLC, a Maryland limited liability company ("Kotuvium," "Company," "we," "us," or "our"), and the person or business accessing or using the Services ("Customer," "you," or "your").

FightClear℠ ("FightClear") is the online software service owned and operated by Kotuvium, LLC. References to provider rights, duties, or actions in these Terms mean Kotuvium as FightClear’s owner and operator.

By creating an account, clicking an acceptance box, purchasing or renewing a subscription, accessing a beta program, or otherwise using the Services, you agree to these Terms. If you use the Services for an organization, you represent that you have authority to bind that organization.

IMPORTANT RISK AND DISPUTE NOTICE • FightClear is a business operations tool, not an athletic commission, medical provider, legal adviser, event promoter, ticket seller, or guarantor of any bout, event, revenue, license, or regulatory outcome. • Kotuvium may suspend, terminate, modify, or permanently discontinue any or all Services at any time, for any reason or no reason, with or without advance notice where permitted by law. • You must maintain independent backups and contingency procedures. FightClear is not your sole system of record and offers no service-level or uptime commitment unless a signed order form expressly says otherwise. • If Kotuvium terminates a prepaid subscription solely for its own convenience, the exclusive monetary remedy is a prorated refund of unused prepaid subscription fees. Lost event revenue, ticket sales, replacement costs, and business interruption damages are excluded. • These Terms require individual arbitration, prohibit class or representative proceedings, waive jury trial where lawful, and limit the time to bring claims. Review Sections 23 through 27 carefully.

1. Definitions and Incorporated Documents

"Services" means the FightClear websites, hosted software, dashboards, applications, APIs, communications, documentation, beta features, and related services that Kotuvium makes available.

"Customer Data" means information, files, records, communications, and other content submitted to, stored in, transmitted through, or generated from Customer use of the Services, excluding FightClear technology and aggregated or de-identified data.

"Authorized User" means an employee, contractor, or other individual Customer authorizes to use the Services for Customer.

These Terms incorporate by reference the current FightClear End User License Agreement ("EULA"), Privacy Policy, any Beta Program Terms accepted by Customer, and any signed order form. If documents conflict, the order of precedence is: (1) a signed order form that expressly identifies the conflicting provision; (2) the Beta Program Terms for beta or pre-release functionality; (3) these Terms for the commercial and service relationship; (4) the EULA for license scope and software-use restrictions; and (5) online documentation. The Privacy Policy governs Kotuvium’s disclosures about personal-information practices and does not expand warranties or liability.

2. Eligibility, Business Use, and Authority

The Services are offered for legitimate business and professional use by combat-sports promoters, event operators, and related organizations. They are not offered for personal, family, or household use.

• You must be at least eighteen (18) years old and legally capable of entering a binding contract.
• A sole proprietor using FightClear for a promotion or event is treated as a business Customer.
• You may not use the Services for or on behalf of a person or entity barred under applicable sanctions, export-control, or other law.
• Kotuvium may refuse registration or access where permitted by law.

3. The Services and Kotuvium’s Role

Kotuvium provides FightClear, promoter-oriented software that may help organize fighters, events, bouts, assignments, backups, check-ins, ticket records, expenses, alerts, documents, notes, and operational status information. Features may be incomplete, optional, experimental, or unavailable in a particular plan.

Kotuvium provides FightClear as a technology platform only. Kotuvium is not a promoter, matchmaker, manager, coach, fighter, athletic commission, sanctioning body, venue, medical provider, attorney, accountant, insurance provider, financial adviser, consumer reporting agency, payroll provider, or regulatory authority.

Unless Kotuvium signs a separate merchant or ticketing agreement, Kotuvium is not the event organizer, ticket seller, merchant of record, payment processor for ticket buyers, admissions provider, or party responsible for event delivery, refunds, chargebacks, cancellations, or attendee claims.

4. Operational Outputs; No Medical, Legal, Financial, or Regulatory Advice

Statuses, alerts, scores, calculations, projections, reminders, summaries, and other outputs are organizational aids based on available data and configured rules. They may be incomplete, delayed, incorrect, or based on inaccurate Customer Data.

KOTUVIUM DOES NOT DETERMINE OR CERTIFY MEDICAL FITNESS, SAFETY, LICENSING, ELIGIBILITY, REGULATORY APPROVAL, DOCUMENT VALIDITY, MATCHMAKING SUITABILITY, TICKET SALES, PROFITABILITY, OR WHETHER A BOUT OR EVENT SHOULD PROCEED.

Customer must independently verify all information and obtain advice or approval from qualified professionals and authorities. No alert, status color, percentage, document indicator, or absence of an alert is approval, clearance, or a substitute for Customer judgment.

5. Accounts, Organization Administration, and Security

• Customer must provide accurate registration and billing information and keep it current.
• Customer is responsible for all activity under its accounts, including activity by Authorized Users and anyone using Customer credentials.
• Customer must use unique credentials, safeguard authentication methods, promptly revoke access that is no longer needed, and notify Kotuvium immediately of suspected compromise.
• An organization administrator may control Authorized User access and may access, export, correct, or delete Customer Data subject to the Services and applicable law.
• Customer is responsible for ensuring each Authorized User is authorized to view the fighters, events, documents, financial records, and other information available through the account.
• Kotuvium may require identity verification, credential resets, multi-factor authentication, or other reasonable safeguards.

6. Subscriptions, Fees, Renewal, Taxes, and Cancellation

Paid plans, usage limits, billing intervals, trial terms, and prices are shown at purchase or in an order form. Customer authorizes Kotuvium and its payment processor to charge the selected payment method for fees, taxes, and authorized amounts.

• Unless stated otherwise, subscriptions renew automatically for successive periods until canceled.
• Customer may cancel renewal through the available billing controls or by contacting support. Cancellation ordinarily takes effect at the end of the then-current paid period.
• Customer must pay applicable sales, use, excise, value-added, and similar taxes, excluding taxes on Kotuvium’s net income.
• Kotuvium may change prices for a future renewal period after notice required by law or the applicable order form.
• Past-due amounts may result in access restrictions, suspension, collection costs, and termination.

EXCEPT WHERE THESE TERMS EXPRESSLY PROVIDE OTHERWISE OR LAW REQUIRES OTHERWISE, FEES ARE NONREFUNDABLE AND THERE ARE NO CREDITS FOR PARTIAL PERIODS, NONUSE, DOWNTIME, FEATURE CHANGES, OR CUSTOMER CANCELLATION.

7. Customer Data; Processing Instructions

As between the parties, Customer retains its rights in Customer Data. Customer grants Kotuvium and its subprocessors a worldwide, non-exclusive license during the relationship and any permitted retention period to host, copy, transmit, display, transform as technically necessary, and otherwise process Customer Data solely to provide, secure, support, maintain, improve, and comply with law regarding the Services.

For Customer Data that Kotuvium processes on Customer behalf, Customer instructs Kotuvium to:

• process Customer Data to provide the functions Customer and Authorized Users request;
• prevent, investigate, and respond to fraud, abuse, security incidents, and technical problems;
• provide support, maintain service integrity, and generate authorized exports;
• use subprocessors subject to contractual confidentiality and security obligations appropriate to their roles;
• return, delete, de-identify, or retain Customer Data at termination as described in these Terms, the Privacy Policy, and applicable law; and
• assist Customer with legally required data-subject requests and security obligations to a commercially reasonable extent, which may be subject to fees for unusual or burdensome assistance.

Customer is the controller or responsible business for Customer Data to the extent Customer determines why and how the data is collected and used. Customer represents and warrants that it has provided all required notices and obtained all rights, permissions, authorizations, and consents needed for Kotuvium and its subprocessors to process Customer Data as instructed.

Kotuvium may create and use aggregated or de-identified information that cannot reasonably identify Customer or an individual for security, analytics, capacity planning, research, benchmarking, and product improvement, and may retain such information after termination where permitted by law.

8. Sensitive and Regulated Data Restrictions

FightClear is not designed to receive every category of sensitive or regulated information. Unless Kotuvium expressly authorizes a category in writing and provides appropriate terms, Customer must not upload, enter, transmit, or otherwise make available:

• Social Security numbers, taxpayer identification numbers, passport numbers, or complete government identification numbers;
• payment-card numbers, bank-account credentials, payment authentication data, or other regulated financial-account data;
• full medical records, diagnoses, treatment records, laboratory results, prescriptions, genetic data, biometric identifiers, health-insurance information, or psychotherapy information;
• information subject to HIPAA on behalf of a HIPAA covered entity or business associate;
• data about a person under eighteen (18), unless Kotuvium expressly authorizes it in writing and Customer has all required parental or legal authorization;
• account passwords, API secrets, private cryptographic keys, or credentials for third-party systems; or
• data whose collection or processing through FightClear would violate law, contract, professional duty, or another person’s rights.

Customer may use fields expressly provided for limited operational information such as current weight, availability, injury or physical-status indicators, license status, and physical-confirmation status, but only when lawful and necessary for the requested business function. Customer should use the minimum detail necessary and avoid diagnoses or medical narratives.

FIGHTCLEAR IS NOT A HIPAA-COMPLIANT MEDICAL RECORD SYSTEM. KOTUVIUM DOES NOT ENTER INTO BUSINESS ASSOCIATE AGREEMENTS UNLESS EXPRESSLY AGREED IN A SEPARATE SIGNED WRITING.

9. Customer Event, Ticket, and Regulatory Responsibilities

Customer is solely responsible for its promotion, events, participants, transactions, and legal compliance, including:

• fighter identity, age, eligibility, licensing, medical examinations, medical clearance, weight, contracts, compensation, and participation;
• matchmaking decisions, bout terms, commission submissions, sanctioning requirements, permits, insurance, venue obligations, emergency procedures, and event security;
• ticket inventory, pricing, distribution, sales, collections, refunds, chargebacks, taxes, admission, consumer disclosures, and event cancellation or postponement;
• accuracy of ticket, expense, revenue, outstanding-balance, break-even, and profit or loss information entered or calculated through the Services;
• legality and accuracy of communications, notes, documents, and records Customer creates or sends; and
• all federal, state, local, commission, sanctioning-body, venue, employment, tax, consumer-protection, privacy, and advertising requirements.

Kotuvium does not verify or guarantee Customer Data, fighter responses, third-party documents, ticket collections, revenue, or compliance. Customer must maintain its own authoritative financial, contractual, medical-clearance, licensing, ticketing, and regulatory records.

10. Acceptable Use

Customer and Authorized Users may not:

• use the Services unlawfully, fraudulently, deceptively, or to violate another person’s rights;
• harass, threaten, discriminate against, stalk, exploit, or defame a fighter, participant, user, or third party;
• submit false records, impersonate another person, or misrepresent authorization, licensing, medical clearance, sales, payment, or event status;
• probe, scan, test, bypass, or interfere with security, authentication, access controls, rate limits, or technical restrictions without written authorization;
• upload malware, exploit code, destructive content, or data intended to impair the Services;
• access another customer’s data or account without authorization;
• scrape, crawl, mirror, bulk export, or use automated means except through approved functionality or written authorization;
• reverse engineer, decompile, disassemble, translate, or attempt to derive source code, models, rules, or nonpublic architecture, except to the limited extent law makes a restriction unenforceable;
• sell, rent, sublicense, time-share, or provide the Services as a service bureau;
• use the Services or outputs to train, evaluate, or build a competing product without written consent; or
• use the Services for safety-critical, emergency-response, medical-diagnosis, or automated eligibility decisions.

Kotuvium may investigate suspected violations and cooperate with lawful investigations. Enforcement may include data preservation, access restriction, suspension, termination, and referral to authorities.

11. Third-Party Services and Integrations

The Services may rely on or interoperate with third-party hosting, database, authentication, storage, billing, communications, analytics, or other providers. Current core providers may include Vercel, Supabase, and Stripe, but providers may change.

Third-party services are controlled by their providers and may be subject to separate terms and privacy practices. Kotuvium is not responsible for third-party acts, omissions, outages, changes, security incidents, or discontinuation to the maximum extent permitted by law. Customer authorizes Kotuvium to transmit necessary data to integrations Customer enables or directs.

12. Electronic Communications and Records

Customer consents to receive agreements, notices, invoices, security messages, service announcements, and other communications electronically at the account email, through the Services, or by another reasonable electronic method. Customer must keep contact information current.

Electronic acceptance and records have the same effect as paper signatures and records to the extent permitted by law. Customer may retain a copy of these Terms by downloading or printing them.

13. Security

Kotuvium will use administrative, technical, and organizational safeguards that Kotuvium considers reasonable and appropriate to the nature of the Services and data. No system is completely secure, and Kotuvium does not guarantee that unauthorized access, loss, disclosure, or alteration will never occur.

• Customer must use secure devices, networks, credentials, and access-management practices.
• Customer must promptly report suspected vulnerabilities or incidents to the security contact designated by Kotuvium and must not publicly disclose a vulnerability before Kotuvium has a reasonable opportunity to investigate and remediate it.
• Customer may not conduct penetration testing or security research against production systems without prior written authorization.
• Kotuvium may take immediate protective action, including blocking traffic or suspending accounts, without prior notice.

14. Availability, Maintenance, and Changes

UNLESS A SIGNED ORDER FORM EXPRESSLY PROVIDES A SERVICE-LEVEL AGREEMENT, THE SERVICES HAVE NO GUARANTEED AVAILABILITY, RESPONSE TIME, RECOVERY TIME, DATA DURABILITY, SUPPORT LEVEL, OR MAINTENANCE WINDOW.

The Services may be unavailable, delayed, degraded, or inaccurate because of maintenance, defects, capacity constraints, security measures, third-party failures, internet or power failures, legal requirements, force majeure, or other causes. Customer is not entitled to service credits or damages for downtime.

Kotuvium may add, remove, replace, limit, redesign, or discontinue any feature, workflow, integration, plan, data field, documentation, or technical architecture at any time. Purchase of a subscription does not create a right to indefinite continuation of a feature or roadmap item.

15. Suspension

Kotuvium may immediately restrict or suspend any account, data access, feature, integration, or Service when Kotuvium determines in good faith that suspension is appropriate, including for nonpayment, suspected breach, misuse, fraud, security risk, legal risk, excessive load, third-party direction, or protection of Kotuvium, Customer, another user, or the public.

Where feasible, Kotuvium may limit a suspension to the affected scope, but has no obligation to do so. Kotuvium will not be liable for a suspension authorized by these Terms.

16. Customer Termination

Customer may stop using the Services and cancel renewal at any time. Cancellation does not erase obligations or liabilities accrued before the effective date and does not entitle Customer to a refund except as these Terms or applicable law expressly provide.

17. Kotuvium Termination and Discontinuation Rights

TO THE MAXIMUM EXTENT PERMITTED BY LAW, KOTUVIUM MAY SUSPEND, RESTRICT, TERMINATE, WITHDRAW, REPLACE, OR PERMANENTLY DISCONTINUE CUSTOMER ACCESS TO ANY FEATURE, PLAN, PRODUCT, ACCOUNT, OR ALL SERVICES AT ANY TIME, FOR ANY REASON OR NO REASON, WITH OR WITHOUT CAUSE, AND WITH OR WITHOUT ADVANCE NOTICE WHERE PERMITTED BY LAW.

This right includes the right to stop operating FightClear, end a beta or founding-promoter program, close an account, withdraw from a market, discontinue a vendor or integration, or refuse future service. Kotuvium may exercise this right even if Customer has an upcoming event, active fight card, stored data, unfinished workflow, or expected reliance on the Services.

Kotuvium will provide notice only where required by law or a signed order form. Any voluntary notice, transition assistance, export opportunity, or extension provided in one instance does not create an ongoing obligation.

18. Exclusive Remedy for Convenience Termination; Effect of Termination

If Kotuvium permanently terminates Customer’s entire paid subscription solely for Kotuvium’s convenience, and not because of Customer breach, nonpayment, misuse, fraud, legal or security risk, third-party requirements, or force majeure, Customer’s sole and exclusive monetary remedy is a prorated refund of subscription fees actually prepaid for the unused portion of the terminated subscription period.

EXCEPT FOR THAT LIMITED PRORATED REFUND AND NONWAIVABLE REMEDIES REQUIRED BY LAW, KOTUVIUM OWES NO COMPENSATION, REIMBURSEMENT, TRANSITION COST, REPLACEMENT COST, LOST REVENUE, LOST TICKET SALES, LOST PROFIT, BUSINESS-INTERRUPTION PAYMENT, OR OTHER DAMAGES BECAUSE OF SUSPENSION, TERMINATION, MODIFICATION, OR DISCONTINUATION.

Upon termination:

• Customer’s license and access rights end immediately;
• Customer must stop using restricted Services and FightClear materials;
• unpaid amounts become due and payment obligations survive;
• Customer may lose access to Customer Data; Kotuvium may, but is not required to, provide an export window when technically feasible;
• Kotuvium may delete, de-identify, archive, or retain data as described in the Privacy Policy, applicable law, backup cycles, legal holds, fraud prevention, and legitimate business requirements; and
• provisions intended to survive will survive, including ownership, confidentiality, payments, disclaimers, risk allocation, indemnity, liability limitations, and dispute provisions.

19. Intellectual Property; License; Feedback

Kotuvium and its licensors own all right, title, and interest in the Services, software, source and object code, interfaces, designs, workflows, documentation, trademarks, databases, configurations, models, rules, and other technology, excluding Customer Data. All rights not expressly granted are reserved.

Customer’s software license is governed by the EULA and is revocable. No source code, ownership, perpetual access, escrow right, or implied license is provided.

If Customer provides ideas, suggestions, test observations, feature requests, bug reports, or other feedback, Customer grants Kotuvium a perpetual, irrevocable, worldwide, transferable, sublicensable, royalty-free right to use, modify, commercialize, and incorporate that feedback without restriction, attribution, or compensation. Feedback must not include third-party confidential information.

20. Confidentiality

Each party may receive nonpublic information identified as confidential or that reasonably should be understood as confidential. The receiving party will use such information only to perform under the relationship and protect it using at least reasonable care. Confidential information excludes information that the receiving party can document is public without breach, already known without duty, independently developed, or lawfully received from a third party.

A receiving party may disclose confidential information when legally compelled if it provides notice where lawful and reasonable assistance at the disclosing party’s expense. Kotuvium may disclose Customer confidential information to personnel and subprocessors who need access and are subject to confidentiality obligations.

21. Disclaimer of Warranties

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES, SOFTWARE, OUTPUTS, DOCUMENTATION, BETA FEATURES, INTEGRATIONS, AND SUPPORT ARE PROVIDED "AS IS," "AS AVAILABLE," AND "WITH ALL FAULTS."

KOTUVIUM DISCLAIMS ALL EXPRESS, IMPLIED, STATUTORY, AND OTHER WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NONINFRINGEMENT, ACCURACY, RELIABILITY, QUIET ENJOYMENT, DATA DURABILITY, SECURITY, AND ANY WARRANTY ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE.

Kotuvium does not warrant that the Services will be uninterrupted, error-free, secure, compatible, complete, accurate, timely, available for an event, or free from harmful components; that defects will be corrected; that data will not be lost; that a feature will continue; or that use will prevent a cancellation, protect revenue, satisfy a commission, or achieve any business result.

22. Assumption of Operational and Business Risk

Customer knowingly assumes the risks of using software in time-sensitive event operations, including outages, defects, inaccurate data, missed alerts, third-party failures, unauthorized access, data loss, and immediate unavailability before or during an event. Customer is responsible for deciding whether the Services are suitable for a particular use.

CUSTOMER MUST MAINTAIN INDEPENDENT RECORDS, BACKUPS, CONTACT LISTS, FINANCIAL RECORDS, REGULATORY DOCUMENTATION, AND CONTINGENCY PROCEDURES SUFFICIENT TO OPERATE WITHOUT FIGHTCLEAR.

23. Exclusion of Damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, KOTUVIUM AND ITS OWNERS, MEMBERS, OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AFFILIATES, LICENSORS, AND SERVICE PROVIDERS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL, RELIANCE, ENHANCED, OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS, REVENUE, TICKET SALES, BUSINESS, OPPORTUNITY, GOODWILL, DATA, USE, OR ANTICIPATED SAVINGS.

The exclusion includes costs or losses arising from business interruption; substitute software; data reconstruction or migration; missed deadlines; fighter withdrawal; event or bout cancellation, postponement, or alteration; regulatory delay or denial; ticket refunds or chargebacks; third-party claims; reputational harm; or decisions made using or without an alert, status, calculation, or output.

THESE EXCLUSIONS APPLY REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF KOTUVIUM WAS ADVISED OF THE POSSIBILITY, AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE. TO THE FULLEST EXTENT MARYLAND LAW PERMITS, THEY APPLY TO CLAIMS BASED ON KOTUVIUM’S ORDINARY NEGLIGENCE, BUT NOT TO FRAUD, INTENTIONAL MISCONDUCT, RECKLESS CONDUCT, OR GROSS NEGLIGENCE TO THE EXTENT LIABILITY FOR SUCH CONDUCT CANNOT LAWFULLY BE LIMITED.

24. Aggregate Liability Cap

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE TOTAL AGGREGATE LIABILITY OF ALL KOTUVIUM PARTIES FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE SERVICES, SOFTWARE, THESE TERMS, OR THE RELATIONSHIP WILL NOT EXCEED THE GREATER OF: (A) THE SUBSCRIPTION FEES CUSTOMER ACTUALLY PAID DIRECTLY TO FIGHTCLEAR DURING THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE FIRST EVENT GIVING RISE TO LIABILITY; OR (B) ONE HUNDRED U.S. DOLLARS ($100).

The cap is cumulative, not per incident or claimant. It applies across contract, tort, negligence, statute, strict liability, restitution, and other theories. It does not limit Customer payment obligations or Customer indemnification obligations. Nothing limits liability that applicable law expressly prohibits the parties from limiting.

25. Indemnification

Customer will defend, indemnify, and hold harmless the Kotuvium parties from third-party claims, demands, investigations, proceedings, losses, damages, penalties, judgments, settlements, costs, and reasonable attorneys’ fees arising out of or relating to:

• Customer’s promotion, event, bout, ticketing, advertising, products, services, or relationships with fighters, attendees, commissions, venues, or vendors;
• Customer Data, including allegations that collection, use, disclosure, or content violates privacy, publicity, intellectual-property, confidentiality, or other rights;
• Customer or Authorized User misuse of the Services or violation of these Terms, the EULA, Beta Program Terms, law, or third-party terms;
• fighter eligibility, licensing, medical clearance, participation, compensation, injury, or withdrawal;
• ticket sale, collection, refund, chargeback, admission, tax, cancellation, or consumer-protection obligations; or
• Customer’s failure to obtain required consent, authorization, insurance, permit, license, approval, or professional advice.

Kotuvium will provide reasonable notice and may control the defense with counsel of its choice. Customer may not settle a claim imposing liability, admission, or nonmonetary obligation on an Kotuvium party without written consent. This section does not require indemnification to the extent a final decision attributes the claim solely to Kotuvium’s fraud, willful misconduct, or gross negligence that cannot lawfully be indemnified.

26. Release of Third-Party Disputes

To the maximum extent permitted by law, Customer releases the Kotuvium parties from claims arising from disputes between Customer and fighters, managers, coaches, matchmakers, commissions, sanctioning bodies, venues, vendors, ticket buyers, attendees, insurers, payment providers, contractors, or other third parties. Kotuvium’s provision of FightClear does not make Kotuvium a party, fiduciary, guarantor, or agent in those relationships.

27. Dispute Resolution; Arbitration; Class and Jury Waivers

27.1 Informal Resolution

Before filing arbitration or litigation, the complaining party must send a written notice describing the claimant, facts, legal basis, and requested relief. The parties will attempt in good faith to resolve the dispute for thirty (30) days. Notices to Kotuvium must be sent to the email address displayed on the FightClear Support page at /support, using the subject Legal Notice.

27.2 Binding Individual Arbitration

EXCEPT FOR ELIGIBLE SMALL-CLAIMS MATTERS AND REQUESTS FOR TEMPORARY OR INJUNCTIVE RELIEF CONCERNING INTELLECTUAL PROPERTY, CONFIDENTIALITY, UNAUTHORIZED ACCESS, OR SECURITY, EVERY DISPUTE ARISING FROM OR RELATING TO FIGHTCLEAR, THE SERVICES, THE SOFTWARE, THESE TERMS, OR THE RELATIONSHIP WILL BE RESOLVED BY FINAL AND BINDING INDIVIDUAL ARBITRATION, NOT IN COURT.

The Federal Arbitration Act governs this section. Arbitration will be administered by the American Arbitration Association under its Commercial Arbitration Rules by one arbitrator. Proceedings may occur remotely. If an in-person hearing is required, it will occur in Anne Arundel County, Maryland, unless the parties agree otherwise. The arbitrator may award relief available under governing law subject to these Terms.

Except questions concerning whether an agreement was formed and the enforceability of the class-action waiver, the arbitrator has exclusive authority to decide disputes concerning interpretation, applicability, enforceability, or scope of this arbitration provision. A court may enter judgment on the award.

27.3 Class, Collective, Mass, and Representative Action Waiver

THE PARTIES MAY BRING CLAIMS ONLY IN THEIR INDIVIDUAL CAPACITIES. NO CLAIM MAY PROCEED AS A CLASS, COLLECTIVE, COORDINATED, CONSOLIDATED, MASS, PRIVATE-ATTORNEY-GENERAL, OR REPRESENTATIVE ACTION, AND NO ARBITRATOR MAY COMBINE CLAIMS OF DIFFERENT PERSONS WITHOUT ALL PARTIES WRITTEN CONSENT.

27.4 Jury Trial Waiver

FOR ANY DISPUTE PERMITTED TO PROCEED IN COURT, EACH PARTY KNOWINGLY AND VOLUNTARILY WAIVES TRIAL BY JURY TO THE MAXIMUM EXTENT PERMITTED BY LAW.

27.5 One-Year Claim Period

To the maximum extent permitted by law, any claim must be commenced within one (1) year after the claimant knew or reasonably should have known of the facts giving rise to the claim, or it is permanently barred.

27.6 Future Arbitration Changes

A material change to this Section 27 will not apply to a dispute of which Kotuvium received written notice before the change became effective. This protection does not limit Kotuvium’s right to terminate or discontinue Services.

28. Governing Law and Court Venue

Maryland law governs these Terms and the relationship, without regard to conflict-of-law rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply. For matters not subject to arbitration, the parties consent to exclusive jurisdiction and venue in the state courts located in Anne Arundel County, Maryland, or the United States District Court for the District of Maryland, as applicable.

29. Changes to These Terms

Kotuvium may update these Terms. Kotuvium will provide notice of material changes where required by law or commercially reasonable, including by email, in-product notice, or posting an updated version. Changes may take immediate effect when reasonably necessary for security, abuse prevention, legal compliance, or to withdraw an unsafe or unlawful feature. Other material adverse changes will ordinarily apply prospectively.

Continued use after the effective date constitutes acceptance where permitted by law. When Kotuvium asks for renewed click acceptance, Customer must accept the updated Terms to continue. If Customer disagrees, Customer’s remedy is to stop using and cancel the Services before the change takes effect.

30. General Terms

• Assignment. Customer may not assign these Terms without Kotuvium’s written consent. Kotuvium may assign them in connection with financing, restructuring, merger, acquisition, sale of assets, or change of control.
• Independent Contractors. The parties are independent contractors. No partnership, joint venture, franchise, fiduciary, employment, or agency relationship is created.
• No Third-Party Beneficiaries. No person other than the parties and protected Kotuvium parties has rights under these Terms except as expressly stated.
• Force Majeure. Kotuvium is not liable for delay or failure caused by events beyond reasonable control, including provider outages, cyberattacks, utility failures, disasters, labor disputes, government action, war, civil unrest, epidemic, or changes in law.
• Severability. An invalid provision will be modified and enforced to the maximum lawful extent; the remainder continues.
• No Waiver. Failure to enforce a provision is not a waiver. A waiver must be written and signed by the waiving party.
• Entire Agreement. The incorporated documents and applicable order forms are the complete agreement about the Services and supersede prior proposals or statements.
• Headings. Headings are for convenience and do not limit interpretation.
• Survival. Accrued rights and provisions intended by their nature to survive termination will survive.

31. Contact and Legal Notices

Questions may be sent to the email address displayed on the FightClear Support page at /support. Formal legal notices must use the subject Legal Notice and are effective upon confirmed receipt, subject to applicable law.

Kotuvium, LLC owns and operates FightClear.

FightClear℠ is an unregistered service mark of Kotuvium, LLC.

BY CLICKING "I AGREE," CREATING OR RENEWING AN ACCOUNT, PURCHASING A SUBSCRIPTION, OR USING FIGHTCLEAR AFTER BEING PRESENTED WITH THESE TERMS, CUSTOMER CONFIRMS THAT IT HAS READ, UNDERSTANDS, AND AGREES TO THESE TERMS, INCLUDING THE ARBITRATION, CLASS-ACTION WAIVER, TERMINATION, WARRANTY, AND LIABILITY PROVISIONS.