The website located at cliffedge.app (the "Site") and the retirement income planning tools available through it (the "Service") are operated by Dhruv Jagdishbhai Gorasiya, an individual sole proprietor located in India, doing business as Cliffedge ("Cliffedge", "we", "us", and "our"). Certain features of the Site may be subject to additional guidelines, terms, or rules, which will be posted on the Site in connection with such features. All such additional terms, guidelines, and rules are incorporated by reference into these Terms.
THESE TERMS OF USE (THESE "TERMS") SET FORTH THE LEGALLY BINDING TERMS AND CONDITIONS THAT GOVERN YOUR USE OF THE SITE. BY ACCESSING OR USING THE SITE, YOU ARE ACCEPTING THESE TERMS (ON BEHALF OF YOURSELF OR THE ENTITY THAT YOU REPRESENT), AND YOU REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, AUTHORITY, AND CAPACITY TO ENTER INTO THESE TERMS (ON BEHALF OF YOURSELF OR THE ENTITY THAT YOU REPRESENT). YOU MAY NOT ACCESS OR USE THE SITE OR ACCEPT THE TERMS IF YOU ARE NOT AT LEAST 18 YEARS OLD. IF YOU DO NOT AGREE WITH ALL OF THE PROVISIONS OF THESE TERMS, DO NOT ACCESS AND/OR USE THE SITE.
PLEASE BE AWARE THAT SECTION 9.2 CONTAINS PROVISIONS GOVERNING HOW TO RESOLVE DISPUTES BETWEEN YOU AND US. AMONG OTHER THINGS, SECTION 9.2 INCLUDES AN AGREEMENT TO ARBITRATE WHICH REQUIRES, WITH LIMITED EXCEPTIONS, THAT ALL DISPUTES BETWEEN YOU AND US SHALL BE RESOLVED BY BINDING AND FINAL ARBITRATION. SECTION 9.2 ALSO CONTAINS A CLASS ACTION AND JURY TRIAL WAIVER. PLEASE READ SECTION 9.2 CAREFULLY.
UNLESS YOU OPT OUT OF THE AGREEMENT TO ARBITRATE WITHIN 30 DAYS: (1) YOU WILL ONLY BE PERMITTED TO PURSUE DISPUTES OR CLAIMS AND SEEK RELIEF AGAINST US ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION; AND (2) YOU ARE WAIVING YOUR RIGHT TO PURSUE DISPUTES OR CLAIMS AND SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL.
PLEASE ALSO NOTE THAT THE SITE PROVIDES GENERAL EDUCATIONAL AND INFORMATIONAL TOOLS ONLY. THE SITE DOES NOT PROVIDE FINANCIAL, TAX, LEGAL, OR INVESTMENT ADVICE, AND NOTHING ON THE SITE IS A RECOMMENDATION TO BUY, SELL, CONVERT, WITHDRAW, OR OTHERWISE TRANSACT IN ANY ASSET OR ACCOUNT. SECTION 6 CONTAINS ADDITIONAL IMPORTANT DISCLAIMERS ABOUT THE LIMITS OF THE SITE'S CALCULATIONS. PLEASE READ SECTION 6 CAREFULLY.
1. Accounts and Purchases
1.1 Account Creation
In order to use certain features of the Site, you must register for an account ("Account") and provide certain information about yourself as prompted by the account registration form. You represent and warrant that: (a) all required registration information you submit is truthful and accurate; and (b) you will maintain the accuracy of such information. You may delete your Account at any time, for any reason, by following the instructions on the Site. We may suspend or terminate your Account in accordance with Section 8.
1.2 Account Responsibilities
You are responsible for maintaining the confidentiality of your Account login information and are fully responsible for all activities that occur under your Account. You agree to immediately notify us of any unauthorized use, or suspected unauthorized use, of your Account or any other breach of security. We cannot and will not be liable for any loss or damage arising from your failure to comply with the above requirements.
1.3 Merchant of Record
Our order process is conducted by our online reseller Paddle.com. Paddle.com is the Merchant of Record for all our orders. Paddle provides all customer service inquiries and handles returns. When you purchase a subscription, you are buying it from Paddle, and your purchase is also governed by Paddle's Buyer Terms, available at paddle.com/legal/checkout-buyer-terms. Paddle calculates, collects, and remits any applicable sales tax, VAT, or similar taxes. Your payment details are collected and processed by Paddle, not by us.
1.4 Subscriptions and Automatic Renewal
Certain features of the Site require a paid subscription. At checkout, you may select the billing cycle available for your chosen plan (for example, monthly or annual). Fees are billed in advance for the billing cycle you select. The renewal price and the length of each term are disclosed at checkout, and by completing checkout you give your affirmative consent to recurring charges before any charge is made. Your subscription continues until you cancel. At the end of each billing period, it renews automatically for a new period of the same length, monthly for a monthly plan or annual for an annual plan, and Paddle charges the payment method on file the then-current price for your plan. For any plan with a term of one year or longer, you will receive a renewal reminder before each renewal.
1.5 Cancellation
You can cancel at any time, at will, through your Account settings on the Site or through the subscription management link included in your Paddle receipt emails, without any further steps that delay the cancellation. Cancellation takes effect at the end of the current billing period, and you will not be charged for any period after that.
1.6 Refunds
Refunds are governed by our Refund Policy, available at cliffedge.app/refunds, and are processed by Paddle. If you are unhappy with a charge, please contact us first at support.cliffedge@gmail.com; we would appreciate the opportunity to make it right before you initiate a chargeback or other formal dispute.
1.7 Price Changes
We may change subscription prices by giving you clear notice at least 7 days and no more than 30 days before the change takes effect, together with instructions on how to cancel. A price change applies to your next billing cycle after that notice.
2. Access to the Site
2.1 License
Subject to these Terms, we grant you a non-transferable, non-exclusive, revocable, limited license to use and access the Site for the uses permitted by the subscription plan you purchase. If you purchase a Professional or other multi-client plan, this license includes use of the Site in the course of your own business with your own clients, subject to the restrictions in these Terms. If you do not purchase a paid plan, your license is limited to your own personal, noncommercial use.
2.2 Certain Restrictions
The rights granted to you in these Terms are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Site, whether in whole or in part, or any content displayed on the Site, except as expressly permitted for your subscription plan; (b) you shall not modify, make derivative works of, disassemble, reverse compile or reverse engineer any part of the Site; (c) you shall not access the Site in order to build a similar or competitive website, product, or service; and (d) except as expressly stated herein, no part of the Site may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means. Unless otherwise indicated, any future release, update, or other addition to functionality of the Site shall be subject to these Terms. All copyright and other proprietary notices on the Site (or on any content displayed on the Site) must be retained on all copies thereof.
2.3 Modification
We reserve the right, at any time, to modify, suspend, or discontinue the Site (in whole or in part) with or without notice to you. If we permanently discontinue a paid feature during a billing period you have already paid for, we will refund the unused portion of that period. Otherwise, you agree that we will not be liable to you or to any third party for any modification, suspension, or discontinuation of the Site or any part thereof.
2.4 No Support or Maintenance
You acknowledge and agree that we will have no obligation to provide you with any support or maintenance in connection with the Site.
2.5 Ownership
Excluding any User Content that you may provide (defined below), you acknowledge that all the intellectual property rights, including copyrights, patents, trademarks, and trade secrets, in the Site and its content are owned by us or our licensors. Neither these Terms (nor your access to the Site) transfers to you or any third party any rights, title or interest in or to such intellectual property rights, except for the limited access rights expressly set forth in Section 2.1. We and our licensors reserve all rights not granted in these Terms. There are no implied licenses granted under these Terms.
2.6 Feedback
If you provide us with any feedback or suggestions regarding the Site ("Feedback"), you hereby assign to us all rights in such Feedback and agree that we shall have the right to use and fully exploit such Feedback and related information in any manner we deem appropriate. We will treat any Feedback you provide as non-confidential and non-proprietary. You agree that you will not submit to us any information or ideas that you consider to be confidential or proprietary.
3. User Content
3.1 User Content; No Hosted Content
"User Content" means any inputs, data, or other information you provide through the Site, including as encoded in a Shared Link or stored in a Saved Profile (each as described below). The Site's calculation tools operate entirely within your browser. Except as described in this Section, we do not receive, store, review, or display any of the inputs, calculations, or other data you enter into the Site.
3.2 Shared Links
The Site allows you to generate a URL that encodes your calculator inputs (a "Shared Link"), so that you may bookmark your own scenario or share it with another person at your discretion. A Shared Link encodes your inputs in the URL fragment (the portion after a '#' character). Web browsers do not include the URL fragment when sending a request to any server; this is a function of standard browser behavior, not a setting we control or could disable. As a result, neither our servers nor any analytics or other third-party service integrated with the Site receives the data encoded in a Shared Link. We have configured the Site so that Shared Links are not intended to be indexed by search engines, though this relies in part on third parties' voluntary compliance with those instructions and is not an absolute guarantee. Anyone who obtains a Shared Link, whether directly from you or through further forwarding, can view and use the associated inputs without an Account, and any changes they make apply only to their own separate session and do not affect your data. You are solely responsible for your decision to create, bookmark, or share a Shared Link, including your choice of recipient and method of sharing, since the data it contains is only as private as the people you, or anyone you share it with, choose to share it with further.
3.3 Saved Profiles
If you use the Site's save feature, your inputs are stored locally in your browser's storage and are not transmitted to us. You are solely responsible for maintaining your own backups; clearing your browser data or switching devices will permanently delete this information.
3.4 Acceptable Use
You agree not to: (a) upload, transmit, or introduce any virus, worm, or other harmful code through the Site; (b) attempt to gain unauthorized access to the Site or any systems connected to it; (c) use automated means to scrape, mine, or systematically extract data from the Site; (d) interfere with or place undue burden on the Site's infrastructure; or (e) use the Site to harvest or collect information about other users without their consent. We reserve the right to suspend or terminate your Account for violation of this Section, in accordance with Section 8.
4. Indemnification
You agree to indemnify and hold us (and our agents, contractors, successors, and assigns) harmless, including costs and attorneys' fees, from any claim or demand made by any third party due to or arising out of (a) your use of the Site, (b) your violation of these Terms, (c) your violation of applicable laws or regulations, (d) your User Content, or (e) if you use the Site with your own clients in connection with a Professional or other multi-client plan, any claim brought by your client that arises from your use of the Site or from any advice you provide to your client. 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 of these claims. You agree not to settle any matter without our prior written consent. We will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.
5. Third-Party Links & Ads; Other Users
5.1 Third-Party Links & Ads
The Site may contain links to third-party websites and services, and/or display advertisements for third parties (collectively, "Third-Party Links & Ads"). Such Third-Party Links & Ads are not under our control, and we are not responsible for any Third-Party Links & Ads. We provide access to these Third-Party Links & Ads only as a convenience to you, and do not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Links & Ads. You use all Third-Party Links & Ads at your own risk, and should apply a suitable level of caution and discretion in doing so. When you click on any of the Third-Party Links & Ads, the applicable third party's terms and policies apply, including the third party's privacy and data gathering practices. You should make whatever investigation you feel necessary or appropriate before proceeding with any transaction in connection with such Third-Party Links & Ads.
5.2 Other Users
Each Site user is solely responsible for any and all of its own User Content. Since we do not control User Content, you acknowledge and agree that we are not responsible for any User Content, whether provided by you or by others. We make no guarantees regarding the accuracy, currency, suitability, appropriateness, or quality of any User Content. Your interactions with other Site users are solely between you and such users. You agree that we will not be responsible for any loss or damage incurred as the result of any such interactions. If there is a dispute between you and any Site user, we are under no obligation to become involved.
5.3 Release
You hereby release and forever discharge us (and our agents, contractors, successors, and assigns) from, and hereby waive and relinquish, each and every past, present and future dispute, claim, controversy, demand, right, obligation, liability, action and cause of action of every kind and nature (including personal injuries, death, and property damage), that has arisen or arises directly or indirectly out of, or that relates directly or indirectly to, interactions with, or acts or omissions of, other Site users or any Third-Party Links & Ads.
IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542 IN CONNECTION WITH THE FOREGOING, WHICH STATES: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY."
6. Disclaimers
THE SITE IS PROVIDED ON AN "AS-IS" AND "AS AVAILABLE" BASIS, AND WE (AND OUR LICENSORS AND SERVICE PROVIDERS) EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ALL WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, OR NON-INFRINGEMENT. WE MAKE NO WARRANTY THAT THE SITE WILL MEET YOUR REQUIREMENTS, WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS, OR WILL BE ACCURATE, RELIABLE, FREE OF VIRUSES OR OTHER HARMFUL CODE, COMPLETE, LEGAL, OR SAFE. IF APPLICABLE LAW REQUIRES ANY WARRANTIES WITH RESPECT TO THE SITE, ALL SUCH WARRANTIES ARE LIMITED IN DURATION TO 90 DAYS FROM THE DATE OF FIRST USE.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
THE SITE'S CALCULATORS, GAUGES, PROJECTIONS, AND ANY OTHER OUTPUT (COLLECTIVELY, "CALCULATIONS") ARE GENERAL, EDUCATIONAL ESTIMATES BASED SOLELY ON THE INPUTS YOU PROVIDE AND ON PUBLICLY AVAILABLE TAX, MEDICARE, AND OTHER REGULATORY DATA AS OF THE "TABLE DATE" DISCLOSED FOR EACH CALCULATION. CALCULATIONS ARE NOT FINANCIAL, TAX, LEGAL, ACCOUNTING, OR INVESTMENT ADVICE, ARE NOT A RECOMMENDATION TO TAKE OR REFRAIN FROM ANY ACTION, AND ARE NOT A SUBSTITUTE FOR PERSONALIZED ADVICE FROM A QUALIFIED CPA, TAX PREPARER, ATTORNEY, OR FINANCIAL ADVISOR WHO IS FAMILIAR WITH YOUR COMPLETE FINANCIAL SITUATION. TAX LAWS, MEDICARE PREMIUM BRACKETS, AND OTHER REGULATORY THRESHOLDS CHANGE, SOMETIMES RETROACTIVELY, AND WE MAKE NO WARRANTY THAT ANY CALCULATION REFLECTS THE CURRENT OR FUTURE STATE OF THE LAW OR APPLIES CORRECTLY TO YOUR PARTICULAR CIRCUMSTANCES. YOU ARE SOLELY RESPONSIBLE FOR INDEPENDENTLY VERIFYING ANY CALCULATION AND FOR ANY DECISION YOU MAKE IN RELIANCE ON IT. USE OF THE SITE CREATES NO ADVISORY, FIDUCIARY, OR PROFESSIONAL RELATIONSHIP BETWEEN YOU AND US.
IF YOU ARE A FINANCIAL ADVISOR, ACCOUNTANT, OR OTHER PROFESSIONAL USING THE SITE (INCLUDING ANY MULTI-CLIENT OR "PROFESSIONAL" TIER FEATURES) IN CONNECTION WITH YOUR OWN CLIENTS, YOU ACKNOWLEDGE AND AGREE THAT: (A) WE ARE NOT PROVIDING ANY ADVICE, RECOMMENDATION, OR SERVICE TO YOUR CLIENTS AND HAVE NO RELATIONSHIP OF ANY KIND, FIDUCIARY OR OTHERWISE, WITH YOUR CLIENTS; (B) YOU REMAIN SOLELY RESPONSIBLE FOR ANY ADVICE YOU PROVIDE TO YOUR CLIENTS AND FOR INDEPENDENTLY VERIFYING ANY CALCULATION BEFORE RELYING ON IT OR SHARING IT WITH A CLIENT; (C) WE ARE NOT REGISTERED AS AN INVESTMENT ADVISER OR BROKER-DEALER AND DO NOT HOLD OURSELVES OUT AS ONE; AND (D) YOU WILL NOT PRESENT US OR THE SITE AS THE SOURCE OF ANY ADVICE TO YOUR CLIENTS, AND YOU WILL PRESENT ALL CALCULATIONS AND OTHER OUTPUTS AS YOUR OWN WORK PRODUCT.
7. Limitation on Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL WE (OR OUR LICENSORS AND SERVICE PROVIDERS) BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFITS, LOST DATA, COSTS OF PROCUREMENT OF SUBSTITUTE PRODUCTS, OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM OR RELATING TO THESE TERMS OR YOUR USE OF, OR INABILITY TO USE, THE SITE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ACCESS TO, AND USE OF, THE SITE IS AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR DEVICE OR COMPUTER SYSTEM, OR LOSS OF DATA RESULTING THEREFROM.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY DAMAGES ARISING FROM OR RELATED TO THESE TERMS (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION) WILL AT ALL TIMES BE LIMITED TO A MAXIMUM OF THE GREATER OF ONE HUNDRED US DOLLARS OR THE TOTAL FEES YOU PAID FOR THE SERVICE IN THE TWELVE MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM. THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIMIT. YOU AGREE THAT OUR LICENSORS AND SERVICE PROVIDERS WILL HAVE NO LIABILITY OF ANY KIND ARISING FROM OR RELATING TO THESE TERMS.
SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.
8. Term and Termination
Subject to this Section, these Terms will remain in full force and effect while you use the Site. We may suspend or terminate your rights to use the Site (including your Account) at any time for any reason at our sole discretion, including for any use of the Site in violation of these Terms. If we terminate your paid subscription for any reason other than your violation of these Terms, we will refund the unused portion of your current billing period. Upon termination of your rights under these Terms, your Account and right to access and use the Site will terminate immediately. We do not store your User Content on our servers; any locally saved data or Shared Links associated with your use of the Site are not affected by our deletion of your Account, and remain under your own control as described in Section 3. Except as stated in this Section, we will not have any liability whatsoever to you for any termination of your rights under these Terms, including for termination of your Account. Even after your rights under these Terms are terminated, the following provisions of these Terms will remain in effect: Sections 2.2 through 2.6, Section 3 and Sections 4 through 9.
9. General
9.1 Changes
These Terms are subject to occasional revision, and if we make any substantial changes, we may notify you by sending you an e-mail to the last e-mail address you provided to us (if any), and/or by prominently posting notice of the changes on our Site. You are responsible for providing us with your most current e-mail address. In the event that the last e-mail address that you have provided us is not valid, or for any reason is not capable of delivering to you the notice described above, our dispatch of the e-mail containing such notice will nonetheless constitute effective notice of the changes described in the notice. Continued use of our Site following notice of such changes shall indicate your acknowledgement of such changes and agreement to be bound by the terms and conditions of such changes.
9.2 Dispute Resolution
Please read the following arbitration agreement in this Section (the "Arbitration Agreement") carefully. It requires you to arbitrate disputes with us and our agents, contractors, successors, and assigns (collectively, the "Cliffedge Parties") and limits the manner in which you can seek relief from the Cliffedge Parties.
(a) Applicability of Arbitration Agreement.You agree that any dispute between you and any of the Cliffedge Parties relating in any way to the Site, the Service, or these Terms (a "Dispute") will be resolved by binding arbitration, rather than in court, except that (1) you and the Cliffedge Parties may assert individualized claims in small claims court if the claims qualify, remain in such court and advance solely on an individual, non-class basis; and (2) you or the Cliffedge Parties may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents). This Arbitration Agreement shall survive the expiration or termination of these Terms. This Arbitration Agreement does not preclude you from bringing issues to the attention of federal, state or local agencies. Such agencies can, if the law allows, seek relief against the Cliffedge Parties on your behalf. Disputes relating to a purchase are also subject to Paddle's Buyer Terms to the extent they concern Paddle's role as Merchant of Record.
(b) Informal Dispute Resolution. For most problems, including a billing concern, contacting us first at support.cliffedge@gmail.com is the fastest option. You and we agree that good faith informal efforts to resolve Disputes can result in a prompt, low-cost and mutually beneficial outcome. You and we therefore agree that before either party commences arbitration against the other (or initiates an action in small claims court if a party so elects), we will personally meet and confer telephonically or via videoconference, in a good faith effort to resolve informally any Dispute covered by this Arbitration Agreement ("Informal Dispute Resolution Conference"). If you are represented by counsel, your counsel may participate in the conference, but you will also participate in the conference.
The party initiating a Dispute must give notice to the other party in writing of its intent to initiate an Informal Dispute Resolution Conference ("Notice"), which shall occur within 45 days after the other party receives such Notice, unless an extension is mutually agreed upon by the parties. Notice to us should be sent by email to support.cliffedge@gmail.com, or by mail to the address in Section 9.9. The Notice must include: (1) your name, telephone number, mailing address, and the e-mail address associated with your Account (if you have one); (2) the name, telephone number, mailing address and e-mail address of your counsel, if any; and (3) a description of your Dispute.
The Informal Dispute Resolution Conference shall be individualized such that a separate conference must be held each time either party initiates a Dispute, even if the same law firm or group of law firms represents multiple users in similar cases, unless all parties agree; multiple individuals initiating a Dispute cannot participate in the same Informal Dispute Resolution Conference unless all parties agree. In the time between a party receiving the Notice and the Informal Dispute Resolution Conference, nothing in this Arbitration Agreement shall prohibit the parties from engaging in informal communications to resolve the initiating party's Dispute. Engaging in the Informal Dispute Resolution Conference is a condition precedent that must be fulfilled before commencing arbitration. The statute of limitations and any filing fee deadlines shall be tolled while the parties engage in the Informal Dispute Resolution Conference process required by this section.
(c) Arbitration Rules and Forum.These Terms evidence a transaction involving interstate and international commerce; and notwithstanding any other provision herein with respect to the applicable substantive law, the Federal Arbitration Act, 9 U.S.C. § 1 et seq., will govern the interpretation and enforcement of this Arbitration Agreement and any arbitration proceedings. If the Informal Dispute Resolution process described above does not resolve the Dispute satisfactorily within 60 days after receipt of the Notice, either party shall have the right to finally resolve the Dispute through binding arbitration. The arbitration will be conducted by JAMS. Disputes involving claims and counterclaims with an amount in controversy under $250,000, not inclusive of attorneys' fees and interest, shall be subject to JAMS' most current version of the Streamlined Arbitration Rules and procedures available at http://www.jamsadr.com/rules-streamlined-arbitration/; all other claims shall be subject to JAMS's most current version of the Comprehensive Arbitration Rules and Procedures, available at http://www.jamsadr.com/rules-comprehensive-arbitration/. JAMS's rules are also available at www.jamsadr.comor by calling JAMS at 800-352-5267. A party who wishes to initiate arbitration must provide the other party with a request for arbitration (the "Request"). The Request must include: (1) the name, telephone number, mailing address, and e-mail address of the party seeking arbitration and the e-mail address associated with any applicable Account; (2) a statement of the legal claims being asserted and the factual bases of those claims; (3) a description of the remedy sought and an accurate, good-faith calculation of the amount in controversy in United States Dollars; (4) a statement certifying completion of the Informal Dispute Resolution process as described above; and (5) evidence that the requesting party has paid any necessary filing fees in connection with such arbitration.
If the party requesting arbitration is represented by counsel, the Request shall also include counsel's name, telephone number, mailing address, and email address. Such counsel must also sign the Request. By signing the Request, counsel certifies to the best of counsel's knowledge, information, and belief, formed after an inquiry reasonable under the circumstances, that: (1) the Request is not being presented for any improper purpose, such as to harass, cause unnecessary delay, or needlessly increase the cost of dispute resolution; (2) the claims, defenses and other legal contentions are warranted by existing law or by a nonfrivolous argument for extending, modifying, or reversing existing law or for establishing new law; and (3) the factual and damages contentions have evidentiary support or, if specifically so identified, will likely have evidentiary support after a reasonable opportunity for further investigation or discovery.
Unless you and we otherwise agree, or the Batch Arbitration process discussed in Subsection 9.2(h) is triggered, the arbitration will be conducted in the county where you reside, and either party may participate by videoconference. Subject to the JAMS Rules, the arbitrator may direct a limited and reasonable exchange of information between the parties, consistent with the expedited nature of the arbitration. If JAMS is not available to arbitrate, the parties will select an alternative arbitral forum. Your responsibility to pay any JAMS fees and costs will be solely as set forth in the applicable JAMS Rules.
You and we agree that all materials and documents exchanged during the arbitration proceedings shall be kept confidential and shall not be shared with anyone except the parties' attorneys, accountants, or business advisors, and then subject to the condition that they agree to keep all materials and documents exchanged during the arbitration proceedings confidential.
(d) Authority of Arbitrator.The arbitrator shall have exclusive authority to resolve all disputes subject to arbitration hereunder including, without limitation, any dispute related to the interpretation, applicability, enforceability or formation of this Arbitration Agreement or any portion of the Arbitration Agreement, except for the following: (1) all Disputes arising out of or relating to the subsection entitled "Waiver of Class or Other Non-Individualized Relief," including any claim that all or part of that subsection is unenforceable, illegal, void or voidable, or has been breached, shall be decided by a court of competent jurisdiction and not by an arbitrator; (2) except as expressly contemplated in the subsection entitled "Batch Arbitration," all Disputes about the payment of arbitration fees shall be decided only by a court of competent jurisdiction and not by an arbitrator; (3) all Disputes about whether either party has satisfied any condition precedent to arbitration shall be decided only by a court of competent jurisdiction and not by an arbitrator; and (4) all Disputes about which version of the Arbitration Agreement applies shall be decided only by a court of competent jurisdiction and not by an arbitrator. The arbitration proceeding will not be consolidated with any other matters or joined with any other cases or parties, except as expressly provided in the subsection entitled "Batch Arbitration." The arbitrator shall have the authority to grant motions dispositive of all or part of any claim or dispute. The arbitrator shall have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual party under applicable law, the arbitral forum's rules, and these Terms (including the Arbitration Agreement). The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which any award (or decision not to render an award) is based, including the calculation of any damages awarded. The arbitrator shall follow the applicable law. The award of the arbitrator is final and binding upon you and us. Judgment on the arbitration award may be entered in any court having jurisdiction.
(e) Waiver of Jury Trial. EXCEPT AS SPECIFIED IN SECTION 9.2(A), YOU AND THE CLIFFEDGE PARTIES HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and the Cliffedge Parties are instead electing that all covered claims and disputes shall be resolved exclusively by arbitration under this Arbitration Agreement, except as specified in Section 9.2(a) above. An arbitrator can award on an individual basis the same damages and relief as a court and must follow these Terms as a court would. However, there is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.
(f) Waiver of Class or Other Non-Individualized Relief.YOU AND WE AGREE THAT, EXCEPT AS SPECIFIED IN SUBSECTION 9.2(H), EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT ON A CLASS, REPRESENTATIVE, OR COLLECTIVE BASIS, AND THE PARTIES HEREBY WAIVE ALL RIGHTS TO HAVE ANY DISPUTE BE BROUGHT, HEARD, ADMINISTERED, RESOLVED, OR ARBITRATED ON A CLASS, COLLECTIVE, REPRESENTATIVE, OR MASS ACTION BASIS. ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND DISPUTES OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. Subject to this Arbitration Agreement, the arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by the party's individual claim. Nothing in this paragraph is intended to, nor shall it, affect the terms and conditions under Subsection 9.2(h) entitled "Batch Arbitration." Notwithstanding anything to the contrary in this Arbitration Agreement, if a court decides by means of a final decision, not subject to any further appeal or recourse, that the limitations of this subsection are invalid or unenforceable as to a particular claim or request for relief (such as a request for public injunctive relief), you and we agree that that particular claim or request for relief (and only that particular claim or request for relief) shall be severed from the arbitration and may be litigated in the state or federal courts located in the Commonwealth of Massachusetts. All other Disputes shall be arbitrated or litigated in small claims court. This subsection does not prevent you or us from participating in a class-wide settlement of claims.
(g) Attorneys' Fees and Costs.The parties shall bear their own attorneys' fees and costs in arbitration unless the arbitrator finds that either the substance of the Dispute or the relief sought in the Request was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)). If you or we need to invoke the authority of a court of competent jurisdiction to compel arbitration, then the party that obtains an order compelling arbitration in such action shall have the right to collect from the other party its reasonable costs, necessary disbursements, and reasonable attorneys' fees incurred in securing an order compelling arbitration. The prevailing party in any court action relating to whether either party has satisfied any condition precedent to arbitration, including the Informal Dispute Resolution process, is entitled to recover their reasonable costs, necessary disbursements, and reasonable attorneys' fees and costs.
(h) Batch Arbitration.To increase the efficiency of administration and resolution of arbitrations, you and we agree that in the event that there are 100 or more individual Requests of a substantially similar nature filed against us by or with the assistance of the same law firm, group of law firms, or organizations, within a 30 day period (or as soon as possible thereafter), JAMS shall (1) administer the arbitration demands in batches of 100 Requests per batch (plus, to the extent there are less than 100 Requests left over after the batching described above, a final batch consisting of the remaining Requests); (2) appoint one arbitrator for each batch; and (3) provide for the resolution of each batch as a single consolidated arbitration with one set of filing and administrative fees due per side per batch, one procedural calendar, one hearing (if any) in a place to be determined by the arbitrator, and one final award ("Batch Arbitration").
All parties agree that Requests are of a "substantially similar nature" if they arise out of or relate to the same event or factual scenario and raise the same or similar legal issues and seek the same or similar relief. To the extent the parties disagree on the application of the Batch Arbitration process, the disagreeing party shall advise JAMS, and JAMS shall appoint a sole standing arbitrator to determine the applicability of the Batch Arbitration process ("Administrative Arbitrator"). In an effort to expedite resolution of any such dispute by the Administrative Arbitrator, the parties agree the Administrative Arbitrator may set forth such procedures as are necessary to resolve any disputes promptly. The Administrative Arbitrator's fees shall be paid by us.
You and we agree to cooperate in good faith with JAMS to implement the Batch Arbitration process, including the payment of single filing and administrative fees for batches of Requests, as well as any steps to minimize the time and costs of arbitration, which may include: (1) the appointment of a discovery special master to assist the arbitrator in the resolution of discovery disputes; and (2) the adoption of an expedited calendar of the arbitration proceedings.
This Batch Arbitration provision shall in no way be interpreted as authorizing a class, collective and/or mass arbitration or action of any kind, or arbitration involving joint or consolidated claims under any circumstances, except as expressly set forth in this provision.
(i) 30-Day Right to Opt Out. You have the right to opt out of the provisions of this Arbitration Agreement by sending a timely written notice of your decision to opt out by email to support.cliffedge@gmail.com, or by mail to the address in Section 9.9, within 30 days after first becoming subject to this Arbitration Agreement. Your notice must include your name and address and a clear statement that you want to opt out of this Arbitration Agreement. If you opt out of this Arbitration Agreement, all other parts of these Terms will continue to apply to you.
(j) Invalidity, Expiration.Except as provided in the subsection entitled "Waiver of Class or Other Non-Individualized Relief", if any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Arbitration Agreement shall continue in full force and effect. You further agree that any Dispute that you have with us as detailed in this Arbitration Agreement must be initiated via arbitration within the applicable statute of limitation for that claim or controversy, or it will be forever time barred. Likewise, you agree that all applicable statutes of limitation will apply to such arbitration in the same manner as those statutes of limitation would apply in the applicable court of competent jurisdiction.
(k) Modification. Notwithstanding any provision in these Terms to the contrary, we agree that if we make any future material change to this Arbitration Agreement, you may reject that change within 30 days of such change becoming effective by writing to us at support.cliffedge@gmail.com or the address in Section 9.9. Unless you reject the change within 30 days of such change becoming effective, your continued use of the Site and/or Service following the posting of changes to this Arbitration Agreement constitutes your acceptance of any such changes. Changes to this Arbitration Agreement do not provide you with a new opportunity to opt out of the Arbitration Agreement if you have previously agreed to a version of these Terms and did not validly opt out of arbitration. If you reject any change or update to this Arbitration Agreement, and you were bound by an existing agreement to arbitrate Disputes, the provisions of this Arbitration Agreement as of the date you first accepted these Terms (or accepted any subsequent changes to these Terms) remain in full force and effect. We will continue to honor any valid opt outs of the Arbitration Agreement that you made to a prior version of these Terms.
9.3 Export
The Site may be subject to U.S. export control laws and may be subject to export or import regulations in other countries. You agree not to export, reexport, or transfer, directly or indirectly, any U.S. technical data acquired from us, or any products utilizing such data, in violation of the United States export laws or regulations.
9.4 Disclosures
We are located in India, with the mailing address stated in Section 9.9. If you are a California resident, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 400 R Street, Sacramento, CA 95814, or by telephone at (800) 952-5210.
9.5 Electronic Communications
The communications between you and us use electronic means, whether you use the Site or send us emails, or whether we post notices on the Site or communicate with you via email. For contractual purposes, you (a) consent to receive communications from us in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications would satisfy if they were in a hardcopy writing. The foregoing does not affect your non-waivable rights.
9.6 Entire Terms
These Terms, together with our Privacy Policy, our Refund Policy, and (for purchases) Paddle's Buyer Terms, constitute the entire agreement between you and us regarding the use of the Site. Our failure to exercise or enforce any right or provision of these Terms shall not operate as a waiver of such right or provision. The section titles in these Terms are for convenience only and have no legal or contractual effect. The word "including" means "including without limitation". If any provision of these Terms is, for any reason, held to be invalid or unenforceable, the other provisions of these Terms will be unimpaired and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law. Your relationship to us is that of an independent contractor, and neither party is an agent or partner of the other. These Terms, and your rights and obligations herein, may not be assigned, subcontracted, delegated, or otherwise transferred by you without our prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. We may freely assign these Terms, including to a business entity that we form or control to operate the Site. The terms and conditions set forth in these Terms shall be binding upon assignees.
9.7 Copyright/Trademark Information
Copyright © 2026 Dhruv Jagdishbhai Gorasiya. All rights reserved. Cliffedge and all other trademarks, logos and service marks ("Marks") displayed on the Site are our property or the property of other third parties. You are not permitted to use these Marks without our prior written consent or the consent of such third party which may own the Marks.
9.8 Governing Law
These Terms and any dispute arising out of or related to these Terms or the Site will be governed by the laws of the Commonwealth of Massachusetts, United States, without regard to its conflict of laws provisions, except that the Arbitration Agreement in Section 9.2 is governed by the Federal Arbitration Act as stated therein. Nothing in this Section deprives you of the protection of any mandatory consumer protection law of the place where you reside.
9.9 Contact Information
Cliffedge
Operated by Dhruv Jagdishbhai Gorasiya
Mailing address: 867 Boylston St, Suite 500, Unit #425, Boston, MA 02116, United States
Email: support.cliffedge@gmail.com
9.10 Force Majeure
We are not liable for any failure or delay in performance caused by events beyond our reasonable control, including acts of God, natural disasters, epidemics, war, terrorism, civil unrest, labor disputes, government action, power or network failures, and failures of third-party service providers. We will resume performance as soon as reasonably practicable after the cause is resolved.