Terms and Conditions

1. Acceptance of These Terms

These Terms govern your access to and use of the Services from the moment you first access them, whether or not you create an account, and whether you access them directly, through a gym, through a QR code, through a printed or physical material, or through a Connected Application (as defined in the Privacy Policy).

Supplemental terms, policies, guidelines, or rules that we post on the Services from time to time, including terms applicable to particular features, promotions, challenges, subscriptions, or programs, are hereby incorporated into these Terms by reference. In the event of a conflict between these Terms and any supplemental terms, the supplemental terms control solely with respect to the feature to which they apply.

If you accept these Terms on behalf of a gym, business, or other entity, you represent and warrant that you have the authority to bind that entity to these Terms, in which case "you" and "your" refer to that entity as well as to you personally, and you and that entity are jointly and severally liable for compliance with these Terms.

2. Changes to These Terms

We reserve the right, in our sole and absolute discretion, to change, modify, add to, supplement, or remove any portion of these Terms at any time and for any reason. We will alert you to changes by updating the "Last updated" date of these Terms, and, where we consider a change material, by such additional means as we consider reasonable. You waive any right to receive specific notice of each such change. Your continued use of the Services after the date any change is posted constitutes your acceptance of the changed Terms. It is your responsibility to review these Terms periodically.

3. Eligibility

You must be at least sixteen (16) years of age, and of the age of majority in your jurisdiction if you purchase any paid feature, to use the Services. By using the Services, you represent and warrant that: (a) you meet these age requirements; (b) you have the legal capacity to enter into these Terms; (c) you are not barred from using the Services under the laws of the United States or any other applicable jurisdiction; (d) you are not located in a country subject to a United States government embargo or designated as a "terrorist supporting" country, and are not on any United States government list of prohibited or restricted parties; (e) all information you provide is true, accurate, current, and complete; and (f) your use of the Services does not violate any applicable law or regulation.

You further represent and warrant that you are in adequate physical health to engage in physical exercise, and that you have consulted, or have had the opportunity to consult and have voluntarily declined to consult, a physician or other qualified healthcare professional before beginning any exercise program.

4. Accounts, Credentials, and Security

You may be required to create an account to use some or all of the Services. You agree to provide accurate, current, and complete information during registration and to keep it updated. You are solely responsible for maintaining the confidentiality of your credentials, sign-in links, member keys, API keys, and access tokens, and for all activities that occur under your account or through any Connected Application you authorize, whether or not you authorized such activities. You agree to notify us immediately of any unauthorized use of your account.

We reserve the right to refuse registration, reclaim or change any username or handle, and suspend, disable, or terminate any account, at any time, for any reason or no reason, with or without notice, and without liability to you. DECIUS WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE ARISING FROM YOUR FAILURE TO SAFEGUARD YOUR ACCOUNT OR CREDENTIALS.

5. Description of the Services

The Services provide, among other things, catalogs of the equipment at gyms; public and member-facing gym pages; QR codes that connect members to their gym; workout logging, programs, check-ins, records, rank, streaks, challenges, forums, and leaderboards; artificial intelligence trainer features; tools for gym owners; and APIs, MCP servers, and OAuth interfaces through which AI trainers and other Connected Applications can access gym, equipment, and member information.

We may, at any time and without notice or liability, change, suspend, discontinue, add to, or remove any feature, function, content, or part of the Services, impose limits on certain features, or restrict access to parts or all of the Services. We have no obligation to provide any maintenance, support, update, or upgrade. Nothing in these Terms obligates us to continue offering the Services, or any part of them, for any period of time.

6. No Medical, Health, or Professional Advice

THE SERVICES ARE FOR GENERAL INFORMATIONAL AND ENTERTAINMENT PURPOSES ONLY. DECIUS IS NOT A HEALTHCARE PROVIDER, PHYSICIAN, PHYSICAL THERAPIST, DIETITIAN, CERTIFIED PERSONAL TRAINER, OR COACH, AND NOTHING IN THE SERVICES CONSTITUTES MEDICAL ADVICE, DIAGNOSIS, TREATMENT, REHABILITATION, OR A SUBSTITUTE FOR PROFESSIONAL ADVICE OR SUPERVISION OF ANY KIND.

Workouts, sessions, programs, substitutions, rep and load targets, estimated maximums, rank, "aura," pain-aware adjustments, and any other recommendation or output provided by the Services, whether generated by artificial intelligence, by an algorithm, by a gym, by another user, or by a Connected Application, may be wrong, unsafe for you, or unsuitable for your condition, experience, or goals. They do not take into account your full medical history or current physical condition, and they do not account for the actual condition, maintenance, assembly, or safety of any piece of equipment.

Always consult a qualified healthcare professional before beginning any exercise program, and stop exercising immediately and seek medical attention if you experience pain, faintness, dizziness, shortness of breath, or any other discomfort. Never disregard professional advice or delay seeking it because of anything in the Services. IF YOU THINK YOU MAY HAVE A MEDICAL EMERGENCY, CALL YOUR LOCAL EMERGENCY NUMBER IMMEDIATELY.

7. Assumption of Risk

YOU UNDERSTAND AND ACKNOWLEDGE THAT PHYSICAL EXERCISE, WEIGHT TRAINING, AND THE USE OF GYM EQUIPMENT ARE INHERENTLY DANGEROUS ACTIVITIES THAT INVOLVE A RISK OF SERIOUS BODILY INJURY, INCLUDING MUSCLE STRAINS, SPRAINS, TEARS, FRACTURES, DISLOCATIONS, SPINAL AND NEUROLOGICAL INJURY, HEART ATTACK, STROKE, PARALYSIS, AND DEATH, AS WELL AS PROPERTY DAMAGE. SUCH RISKS ARISE FROM, AMONG OTHER THINGS, YOUR OWN ACTIONS OR INACTIONS, THE ACTIONS OR INACTIONS OF OTHERS, THE CONDITION OF THE GYM AND ITS EQUIPMENT, AND INACCURATE, INCOMPLETE, OR UNSUITABLE INFORMATION OR RECOMMENDATIONS, INCLUDING INFORMATION OR RECOMMENDATIONS PROVIDED THROUGH THE SERVICES.

YOU KNOWINGLY, VOLUNTARILY, AND EXPRESSLY ASSUME ALL SUCH RISKS, BOTH KNOWN AND UNKNOWN, EVEN IF ARISING FROM THE NEGLIGENCE OF DECIUS OR OTHERS, AND ASSUME FULL RESPONSIBILITY FOR YOUR PARTICIPATION IN ANY ACTIVITY IN CONNECTION WITH THE SERVICES.

8. Gyms, Equipment Information, and Third Parties

Decius does not own, operate, manage, inspect, maintain, or control any gym or any equipment listed on the Services, and is not a party to any agreement between you and any gym. Equipment catalogs, floor plans, photographs, hours, programs, and other gym information are provided by gyms, gym owners, users, Connected Applications, artificial intelligence, and public sources, and may be inaccurate, incomplete, or out of date. A listing on the Services is not an endorsement of any gym, and the absence of a listing is not a criticism.

Gyms are solely responsible for their premises, equipment, staff, memberships, fees, and conduct, and for their own use of any information made available to them through the Services. Connected Applications, including AI trainers, are provided by third parties and are governed by their own terms. DECIUS HAS NO RESPONSIBILITY OR LIABILITY FOR ANY GYM, ANY EQUIPMENT, ANY CONNECTED APPLICATION, ANY OTHER USER, OR ANY OTHER THIRD PARTY, OR FOR ANY OF THEIR ACTS, OMISSIONS, CONTENT, PRODUCTS, OR SERVICES.

9. Additional Terms for Gym Owners and Operators

If you claim, create, or administer a gym on the Services, you represent and warrant that you are authorized to do so; that all information you provide about the gym is accurate and that you will keep it accurate; that you have all rights, consents, and permissions necessary for the photographs, content, and member information you upload or share; and that your use of the Services, including any invitation, communication, or program you send to members, complies with all applicable laws, including privacy, consumer protection, anti-spam, and anti-discrimination laws.

You grant Decius the right to display your gym's name, logo, address, equipment, photographs, and other information on the Services, in our equipment and gym registries, and in our marketing materials, and to share such information with Connected Applications and the public. You acknowledge that Decius may compile information about your gym from public sources and from users whether or not you participate in the Services. You shall indemnify Decius in accordance with Section 18 for any claim arising from your gym, your premises, your equipment, or your members.

10. User Content and the License You Grant

You are solely responsible for all User Content (as defined in the Privacy Policy) that you submit, and for the consequences of submitting it. You represent and warrant that you own or have all rights necessary to submit your User Content and to grant the license below, and that your User Content does not infringe, misappropriate, or violate any intellectual property, privacy, publicity, or other right of any person, or violate any law.

BY SUBMITTING USER CONTENT, YOU HEREBY GRANT TO DECIUS A WORLDWIDE, NON-EXCLUSIVE, PERPETUAL, IRREVOCABLE, ROYALTY-FREE, FULLY PAID-UP, TRANSFERABLE, AND SUBLICENSABLE (THROUGH MULTIPLE TIERS) LICENSE TO USE, HOST, STORE, REPRODUCE, MODIFY, ADAPT, EDIT, TRANSLATE, PUBLISH, PUBLICLY PERFORM, PUBLICLY DISPLAY, DISTRIBUTE, CREATE DERIVATIVE WORKS FROM, ANALYZE, TRAIN ARTIFICIAL INTELLIGENCE AND MACHINE LEARNING MODELS ON, AND OTHERWISE EXPLOIT YOUR USER CONTENT, IN WHOLE OR IN PART, IN ANY MEDIA, FORMAT, OR TECHNOLOGY NOW KNOWN OR LATER DEVELOPED, FOR ANY PURPOSE WHATSOEVER, INCLUDING COMMERCIAL PURPOSES, WITHOUT NOTICE, ATTRIBUTION, OR COMPENSATION TO YOU. THIS LICENSE SURVIVES ANY TERMINATION OF THESE TERMS OR DELETION OF YOUR ACCOUNT.

You waive, and agree not to assert, any moral rights or rights of attribution or integrity that you may have in your User Content. We have no obligation to monitor, review, edit, retain, or display User Content, but we may do any of these at any time, and may remove or refuse any User Content for any reason or no reason, without notice or liability. We do not endorse any User Content and are not responsible for it.

Our use of Personal Information contained in User Content is also governed by the Privacy Policy. We will not Sell (as defined in the Privacy Policy) your Personal Information.

11. Feedback

If you provide us with any suggestion, idea, proposal, feature request, bug report, or other feedback ("Feedback"), you hereby assign to Decius all right, title, and interest in and to such Feedback, and Decius may use it for any purpose without restriction, attribution, or compensation. Feedback is not confidential.

12. Acceptable Use and Prohibited Conduct

You agree not to, and not to attempt to, and not to assist, encourage, or permit any other person or Connected Application to:

• Use the Services for any illegal, fraudulent, or unauthorized purpose, or in violation of these Terms or any applicable law.
• Harass, abuse, threaten, stalk, defame, intimidate, impersonate, or otherwise harm any person, or collect or track information about other users without their consent.
• Post content that is unlawful, obscene, pornographic, hateful, discriminatory, violent, infringing, misleading, or that promotes dangerous activities, performance-enhancing substances, or self-harm.
• Submit false workouts, records, check-ins, equipment reports, or gym listings, or otherwise manipulate any leaderboard, rank, "aura," challenge, referral, or reward.
• Scrape, crawl, spider, harvest, or systematically extract data or content from the Services, including gym and equipment registries, other than through the APIs we provide and within their documented limits.
• Use the Services or any data obtained from them to build or train a competing product, service, dataset, or artificial intelligence model.
• Copy, modify, create derivative works of, decompile, disassemble, reverse engineer, or attempt to discover the source code of the Services, except to the extent such restriction is prohibited by law.
• Circumvent, disable, probe, scan, or test the vulnerability of any security, rate-limiting, or access-control feature of the Services, or access any account, data, or system you are not authorized to access.
• Interfere with or disrupt the Services, including by transmitting viruses, malware, or excessive requests, or by imposing an unreasonable load on our infrastructure.
• Sell, resell, sublicense, or commercially exploit the Services or any access credential, except as expressly permitted by us in writing.
• Remove, alter, or obscure any proprietary notice, or frame, mirror, or reproduce the Services or QR codes in a manner that suggests an affiliation we have not approved.

We may investigate and take any action we consider appropriate in response to any violation, including removing content, suspending or terminating accounts, revoking API and Connected Application access, and reporting you to law enforcement, without notice or liability.

13. Our Intellectual Property

The Services and all of their content, features, and functionality, including all software, code, designs, text, graphics, images, photographs, logos, trademarks, the names "Decius" and "GymVision," equipment and gym registries, catalogs, exercise libraries, models, Derived Data, De-Identified Data, and Aggregated Data (each as defined in the Privacy Policy), and the selection, arrangement, and compilation of all of the foregoing, are owned by Decius or its licensors and are protected by copyright, trademark, patent, trade secret, database, and other intellectual property laws.

Subject to your compliance with these Terms, we grant you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to access and use the Services for your own personal, non-commercial use, or, for gym owners, for the internal administration of your gym. All rights not expressly granted are reserved. This license terminates automatically upon any breach of these Terms.

14. Subscriptions, Fees, and Payment

Certain features of the Services require payment. By purchasing a subscription, you authorize us and our payment processor to charge your payment method the applicable fees, plus any applicable taxes, on a recurring basis at the then-current rate, at the start of each billing period, until you cancel. SUBSCRIPTIONS RENEW AUTOMATICALLY UNLESS CANCELED BEFORE THE END OF THE CURRENT BILLING PERIOD. You may cancel at any time, and cancellation takes effect at the end of the current billing period.

EXCEPT AS REQUIRED BY APPLICABLE LAW, ALL FEES ARE NON-REFUNDABLE, AND THERE ARE NO REFUNDS OR CREDITS FOR PARTIALLY USED PERIODS, UNUSED FEATURES, OR DOWNGRADES. We may change our fees at any time upon notice, effective at the start of your next billing period. Free trials, free months, referral rewards, and promotional offers are subject to the conditions we specify, may be modified or withdrawn at any time, and have no cash value.

15. Disclaimer of Warranties

THE SERVICES, AND ALL CONTENT, INFORMATION, EQUIPMENT DATA, GYM DATA, RECOMMENDATIONS, AI OUTPUTS, AND MATERIALS AVAILABLE THROUGH THEM, ARE PROVIDED ON AN "AS IS," "AS AVAILABLE," AND "WITH ALL FAULTS" BASIS, WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, DECIUS EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, QUIET ENJOYMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

WITHOUT LIMITING THE FOREGOING, DECIUS DOES NOT WARRANT THAT: THE SERVICES WILL MEET YOUR REQUIREMENTS OR ACHIEVE ANY RESULT, INCLUDING ANY FITNESS, STRENGTH, PHYSIQUE, OR HEALTH RESULT; THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; ANY INFORMATION, INCLUDING EQUIPMENT CATALOGS, GYM LISTINGS, WORKOUTS, AND AI OUTPUTS, WILL BE ACCURATE, COMPLETE, RELIABLE, SAFE, OR CURRENT; ANY EQUIPMENT IS PRESENT, FUNCTIONAL, OR SAFE; ANY DATA, INCLUDING YOUR WORKOUT RECORD, WILL BE PRESERVED OR NOT LOST; OR ANY DEFECT WILL BE CORRECTED.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM DECIUS OR THROUGH THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS. YOUR USE OF THE SERVICES, AND ANY RELIANCE ON ANY CONTENT OR OUTPUT, IS AT YOUR SOLE RISK.

16. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL DECIUS, ITS AFFILIATES, OR ITS OR THEIR RESPECTIVE FOUNDERS, OFFICERS, DIRECTORS, MEMBERS, MANAGERS, EMPLOYEES, CONTRACTORS, AGENTS, LICENSORS, SERVICE PROVIDERS, SUCCESSORS, OR ASSIGNS (THE "DECIUS PARTIES") BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, DATA, OR USE, OR FOR ANY PERSONAL INJURY, BODILY INJURY, EMOTIONAL DISTRESS, DEATH, OR PROPERTY DAMAGE, ARISING OUT OF OR RELATING TO THESE TERMS, THE SERVICES, ANY GYM, ANY EQUIPMENT, ANY WORKOUT OR RECOMMENDATION, ANY AI OUTPUT, ANY CONNECTED APPLICATION, ANY USER CONTENT, THE CONDUCT OF ANY USER OR THIRD PARTY, OR ANY UNAUTHORIZED ACCESS TO OR USE OF YOUR INFORMATION, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE AND GROSS NEGLIGENCE, TO THE EXTENT PERMITTED BY LAW), STRICT LIABILITY, PRODUCT LIABILITY, STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ANY DECIUS PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL AGGREGATE LIABILITY OF THE DECIUS PARTIES FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES SHALL NOT EXCEED THE GREATER OF (A) THE AMOUNT YOU ACTUALLY PAID TO DECIUS FOR THE SERVICES IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) TEN UNITED STATES DOLLARS (US $10.00).

THE LIMITATIONS IN THIS SECTION ARE AN ESSENTIAL ELEMENT OF THE BARGAIN BETWEEN YOU AND DECIUS, AND DECIUS WOULD NOT PROVIDE THE SERVICES WITHOUT THEM. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES OR LIABILITIES, INCLUDING FOR PERSONAL INJURY, DEATH, FRAUD, OR GROSS NEGLIGENCE, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. IN SUCH JURISDICTIONS, THE LIABILITY OF THE DECIUS PARTIES IS LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW, AND NOTHING IN THESE TERMS LIMITS ANY LIABILITY THAT CANNOT BE LIMITED UNDER APPLICABLE LAW.

17. Release and Waiver

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU HEREBY RELEASE, WAIVE, DISCHARGE, AND COVENANT NOT TO SUE THE DECIUS PARTIES FROM AND FOR ANY AND ALL CLAIMS, DEMANDS, LOSSES, DAMAGES, AND LIABILITIES OF EVERY KIND, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH YOUR USE OF THE SERVICES, ANY GYM, ANY EQUIPMENT, ANY EXERCISE, ANY WORKOUT OR RECOMMENDATION, ANY AI OUTPUT, ANY CONNECTED APPLICATION, OR ANY DISPUTE WITH ANY GYM, USER, OR OTHER THIRD PARTY, INCLUDING ANY CLAIM FOR PERSONAL INJURY OR DEATH, EVEN IF CAUSED IN WHOLE OR IN PART BY THE NEGLIGENCE OF ANY DECIUS PARTY.

IF YOU ARE A CALIFORNIA RESIDENT, YOU EXPRESSLY WAIVE CALIFORNIA CIVIL CODE SECTION 1542, WHICH STATES: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY." YOU WAIVE ANY SIMILAR RIGHT UNDER THE LAWS OF ANY OTHER JURISDICTION.

18. Indemnification

You agree to defend, indemnify, and hold harmless the Decius Parties from and against any and all claims, demands, actions, suits, proceedings, losses, damages, liabilities, judgments, settlements, penalties, fines, costs, and expenses, including reasonable attorneys' fees and costs of investigation, arising out of or relating to: (a) your use of or access to the Services; (b) your User Content; (c) your violation of these Terms or any applicable law; (d) your violation of any right of any third party; (e) any Connected Application you authorize; (f) any physical activity you undertake in connection with the Services; and (g) if you are a gym owner or operator, your gym, premises, equipment, staff, and members. We reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defense. You may not settle any such matter without our prior written consent.

19. Term and Termination

These Terms remain in full force and effect while you use the Services. WE MAY, IN OUR SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY, SUSPEND OR TERMINATE YOUR ACCESS TO ALL OR ANY PART OF THE SERVICES, DELETE YOUR ACCOUNT AND ANY CONTENT OR DATA ASSOCIATED WITH IT, AND BLOCK YOUR FUTURE ACCESS, AT ANY TIME, FOR ANY REASON OR NO REASON, INCLUDING FOR BREACH OF THESE TERMS. You may stop using the Services at any time.

Upon any termination, all licenses granted to you terminate immediately. Sections concerning User Content licenses, Feedback, intellectual property, fees owed, disclaimers, limitation of liability, release, indemnification, dispute resolution, and any other provision that by its nature should survive, survive termination. We are not obligated to retain or provide you with any of your data following termination, and we recommend that you export your record regularly.

20. Dispute Resolution, Binding Arbitration, and Class Action Waiver

Informal resolution

Before initiating any arbitration or court proceeding, you agree to first contact us at legal@decius.io with a written description of your claim, and to attempt in good faith to resolve it informally for at least sixty (60) days.

Binding arbitration

If a dispute is not resolved informally, you and Decius agree that any dispute, claim, or controversy arising out of or relating to these Terms, the Privacy Policy, or the Services, including the formation, interpretation, applicability, enforceability, or scope of this arbitration agreement, shall be resolved exclusively by final and binding individual arbitration administered by the American Arbitration Association under its Consumer Arbitration Rules then in effect, except that either party may bring an individual claim in small claims court, and either party may seek injunctive relief in court for infringement or misappropriation of intellectual property. The arbitration shall be conducted by a single arbitrator, in English, and, unless otherwise agreed, remotely or in the county where you reside. The Federal Arbitration Act governs this provision. Judgment on the award may be entered in any court of competent jurisdiction.

Class action and jury trial waiver

YOU AND DECIUS AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, PRIVATE ATTORNEY GENERAL, OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS OR PRESIDE OVER ANY FORM OF REPRESENTATIVE OR CLASS PROCEEDING. YOU AND DECIUS EACH WAIVE THE RIGHT TO A TRIAL BY JURY.

Opt out

You may opt out of this arbitration agreement by sending written notice to legal@decius.io within thirty (30) days after you first accept these Terms, stating your name, the email address associated with your account, and your clear intent to opt out. Opting out does not affect any other provision of these Terms.

Time limit

TO THE FULLEST EXTENT PERMITTED BY LAW, ANY CLAIM ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OR IT IS PERMANENTLY BARRED.

21. Governing Law and Venue

These Terms and any dispute arising out of or relating to them or the Services are governed by the laws of the State of Delaware, without regard to its conflict of laws principles. To the extent any dispute is permitted to proceed in court rather than arbitration, you and Decius consent to the exclusive jurisdiction and venue of the state and federal courts located in New Castle County, Delaware, and waive any objection based on inconvenient forum. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

22. Miscellaneous

• Entire agreement. These Terms, together with the Privacy Policy and any supplemental terms, constitute the entire agreement between you and Decius concerning the Services and supersede all prior agreements and understandings.
• Severability. If any provision of these Terms is held invalid, illegal, or unenforceable, it shall be enforced to the maximum extent permissible, or severed, and the remaining provisions shall remain in full force and effect.
• No waiver. Our failure to enforce any right or provision is not a waiver of that right or provision.
• Assignment. You may not assign or transfer these Terms or any right hereunder without our prior written consent. We may assign these Terms freely, including in connection with a Corporate Transaction.
• Force majeure. We are not liable for any delay or failure to perform caused by events beyond our reasonable control, including acts of God, natural disasters, pandemics, war, terrorism, labor disputes, government action, power or internet failures, and failures of our Service Providers.
• Relationship. No joint venture, partnership, employment, fiduciary, or agency relationship exists between you and Decius as a result of these Terms or your use of the Services.
• Electronic communications. You consent to receive communications from us electronically, and agree that all agreements, notices, disclosures, and other communications we provide electronically satisfy any legal requirement that they be in writing.
• Interpretation. Headings are for convenience only and have no legal effect. "Including" means "including, without limitation." These Terms shall not be construed against the drafter.
• Language. These Terms are written in English. Any translation is provided for convenience only, and the English version controls.

23. Contact Us

If you have any questions about these Terms, or to send any notice required or permitted under them, contact us at legal@decius.io.