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Last updated: October 8, 20261. Scope and agreement
Encoded LLC, an Ohio limited liability company (OH LLC No. 5680361), provides the services covered by these General Terms of Service (“Encoded,” “we,” or “us”). These terms apply to our corporate website and to products, subscriptions, and services that expressly incorporate them. Ownership by Encoded alone does not make these terms apply to a separately operated company.
By accepting these terms when registering or purchasing, or using a service where these terms are presented as applicable, you agree to them. Product-specific terms supplement these terms and control in a conflict for that product. A separately signed agreement controls over both. Our General Privacy Policy explains how we handle personal information.
2. Accounts and authority
You are responsible for accurate account information, keeping credentials secure, managing authorized users, and activity you authorize or permit through your account. Notify us promptly of suspected unauthorized access. Do not share credentials in violation of a product’s rules. This does not excuse our responsibility where applicable law requires it.
You must meet the product’s minimum age and be legally able to enter this agreement, or have any legally required parent or guardian authorization. If you accept on behalf of a business, you represent that you have authority to bind it; “you” then includes that business.
3. Acceptable use and your content
Do not use our services unlawfully, infringe others’ rights, distribute malware, commit fraud, harass others, bypass security or access restrictions, or disrupt the services. Follow applicable product acceptable-use policies. You are responsible for your content and for having the rights and permissions needed to provide it.
You retain ownership of your content. You grant us a nonexclusive license to host, process, reproduce, display, and transmit it only as needed to provide, secure, and support the service and as directed by you. Public content may be viewed or copied by others. Encoded and its licensors retain rights in our software, branding, and other service materials; use of a service does not transfer those rights to you.
4. Payments and subscriptions
Prices, billing intervals, taxes, and features are disclosed at purchase. You authorize charges for the plan you select. A subscription renews automatically only where the purchase terms disclose renewal and you authorize it. Cancel through the product’s billing tools or contact us for help before renewal. Unless the purchase terms say otherwise, cancellation stops future renewals and access continues through the paid period.
Refunds follow the product’s refund policy, purchase terms, and applicable law. Mandatory refund rights remain available. We may suspend paid features for overdue amounts after notice and a reasonable opportunity to resolve payment issues. Price changes apply prospectively with advance notice and any consent required by law; you may cancel before the change takes effect.
5. Service availability and termination
We may change features or suspend access to address security risks, legal requirements, or material violations. Where reasonably possible, we will give notice and an opportunity to fix a violation. You may stop using the service and request account deletion through its tools or by contacting us; cancel subscriptions separately unless the product states that deletion cancels them.
If we discontinue a prepaid service or terminate it without your breach, we will refund unused prepaid fees unless your agreement provides an equivalent remedy. Retention after closure is described in the applicable privacy policy. Provisions intended to survive, including payment obligations already incurred, intellectual property, liability limits, and dispute resolution, remain in effect.
6. Warranties and liability
Except for express commitments in a product agreement and to the extent permitted by law, services are provided “as is” and “as available,” without implied warranties of merchantability, fitness for a particular purpose, or noninfringement. We do not promise uninterrupted or error-free operation. Keep appropriate copies of important content.
To the extent permitted by law, Encoded is not liable for indirect, incidental, special, consequential, or punitive damages, or lost profits, revenue, or business opportunities. Our total liability arising from the affected service is limited to the greater of US $100 or the fees you paid for that service in the 12 months before the event giving rise to the claim. These limits do not exclude liability for fraud, willful misconduct, gross negligence, or anything that applicable law does not allow us to limit, including mandatory consumer rights.
7. Business indemnity
If you use a service on behalf of a business, that business will defend and indemnify Encoded against third-party claims arising from its unlawful content, infringement of others’ rights, or material misuse of the service, including reasonable legal costs. This does not apply to claims caused by Encoded’s own misconduct. We will notify you promptly, allow you to control the defense with suitable counsel, and reasonably cooperate. A settlement imposing obligations on us requires our consent, which we will not unreasonably withhold. This section does not apply to individual consumers.
8. Disputes and arbitration
This section requires individual binding arbitration of covered disputes and waives a jury trial and class proceedings, where lawful. You may opt out within 30 days as described below.
Before filing a claim, you and Encoded agree to send written notice describing the dispute and requested resolution and try to resolve it for 30 days. Send notice to [email protected]; we will send ours to your account email. This process does not prevent urgent relief or extend a deadline unless the parties agree.
Unresolved disputes arising from these terms or the covered services will be decided by one arbitrator through the American Arbitration Association (AAA), under its Consumer Arbitration Rules for consumer disputes or Commercial Arbitration Rules for business disputes, available at adr.org. The Federal Arbitration Act governs this agreement to arbitrate. Fees follow the applicable AAA rules; we will pay amounts those rules or law require us to pay. Consumer hearings may take place remotely or in the consumer’s county of residence, consistent with AAA rules. The arbitrator may award the same individual remedies available in court.
Either party may bring an eligible individual claim in small claims court or seek temporary court relief to prevent imminent harm while arbitration proceeds. Claims that law does not permit to be arbitrated remain in court. Courts decide whether an arbitration agreement was formed and whether the class waiver is enforceable. If AAA declines to administer and the parties cannot agree on an alternative, either party may bring the dispute in a court with jurisdiction.
Where lawful, claims must proceed individually, not as a class, collective, or representative proceeding. This does not restrict nonwaivable rights to public injunctive relief. If the class waiver cannot be enforced for a claim, that claim proceeds in court, not class arbitration.
To opt out, email [email protected] within 30 days of first accepting these terms with your name, account email, and a clear statement that you opt out of arbitration. Opting out does not affect your access to the services. Material changes to this arbitration section will be notified separately and will not apply retroactively to a dispute already notified to us; you may reject those changes within 30 days of notice.
9. Corporate and general provisions
Ohio law governs these terms, excluding conflict-of-law rules, subject to the Federal Arbitration Act and mandatory protections of your place of residence. For disputes not subject to arbitration, the parties submit to courts with jurisdiction in Ohio, except where applicable consumer law permits a different forum.
You may not transfer this agreement without our written consent, except as permitted by a product agreement. We may transfer it in a merger, acquisition, reorganization, or sale of the relevant business if the successor assumes our obligations. Neither party is responsible for delays caused by events reasonably beyond its control, except payment obligations already due. No agency, partnership, employment, or joint venture is created. If a provision is unenforceable, the remaining terms continue, subject to the arbitration rules above. Failure to enforce a provision is not a waiver.
10. Updates and contact
We may update these terms and will post the revised date. For material changes affecting existing customers, we will provide reasonable advance notice through the service or account email and obtain consent where required. Changes apply prospectively. If you disagree, stop using the affected service and cancel renewal before the changes take effect. Contact Encoded LLC at [email protected] for legal questions or [email protected] for general support.