Website Service Agreement & Purchase Policy

Effective Date: October 2, 2025

1. Acceptance of Terms

This Website Purchase Agreement (the “Agreement”) is a binding contract between FlashCat LLC (“FlashCat” or the “Company”) and you, the purchaser of FlashCat’s website subscription service (“Client”). By completing a purchase through any FlashCat checkout method (including Stripe checkout, payment links, invoices, or embedded forms), checking any box or prompt indicating acceptance of terms, and submitting payment, you acknowledge and agree that you are electronically signing this Agreement and intend to be bound by its terms. Such acceptance and payment constitute your legal acceptance of this Agreement, equivalent to a handwritten signature, and no further signature or client information is required for enforceability. This Agreement is incorporated into FlashCat’s general Terms of Service by reference. In the event of any conflict between this Agreement and the general Terms of Service, the provisions of this Agreement shall control with respect to the website subscription services. By accepting these terms, you represent that you have the authority to bind the Client and that you have read and understood this Agreement.

2. Services Provided

Scope of Service

FlashCat will design, develop, host, and maintain a website for Client on a subscription basis (the “Service”). The Service includes initial website setup and ongoing hosting of the site on FlashCat’s servers, as well as regular updates and maintenance as described in this Agreement. The website’s content, features, and functionality will be developed in consultation with Client, pursuant to any specifications or packages selected at purchase. FlashCat will provide the necessary technical infrastructure to keep the website accessible via the internet, subject to Client’s continued payment of the Subscription Fee (defined below). FlashCat may also provide customer support and routine updates (such as security patches or content changes) as part of the Service.

Active Hosted Pages

For purposes of this Agreement, an “Active Hosted Page” is defined as any distinct webpage of the Client’s website that is hosted by FlashCat under this subscription and publicly accessible (or accessible to the intended end-users). Each page (e.g., a unique URL or page on the site, whether a top-level page or subpage) counts toward the total Active Hosted Page count. The number of Active Hosted Pages in Client’s website will be used to determine the applicable pricing tier and included maintenance, as detailed below. FlashCat reserves the right to audit or monitor the site’s page count to ensure proper billing under the correct tier.

Client Activity

Client may create or request third parties to create additional pages on the website. All such pages shall count toward Active Hosted Pages for billing purposes; however, FlashCat shall not be responsible for maintenance, updates, or SEO performance of pages not created or approved by FlashCat. Client agrees to promptly notify FlashCat of any such additions or changes.

Page Counts & Increases

Page counts will reflect Active Hosted Pages published and maintained under Client’s domain. For billing purposes, only net new pages added or maintained in a billing cycle are counted; pages deleted or replaced within the same cycle will not increase page counts. FlashCat may, in its discretion, create supporting SEO pages, local landing pages, or structural pages reasonably necessary to deliver the Services, and such pages will be included in Active Hosted Pages. Client will receive a monthly report of Active Hosted Pages to ensure transparency. Any increase in Active Hosted Pages exceeding ten percent (10%) of the prior month’s total requires Client’s prior approval.

Additional Services

This Agreement covers website design, development, and initial SEO site structure only. Ongoing SEO activities such as revisions, on-page optimization touch-ups, keyword adjustments, content refreshes, or other SEO maintenance are not included and will be billed at $45 per hour unless Client has separately purchased a FlashCat SEO Maintenance Package. This Agreement does not include services relating to Google My Business optimization, digital advertising, branding, or any other marketing or consulting services unless expressly added in a separate written agreement or package.

3. Subscription Fees and Pricing

Subscription Fee Calculation: The monthly subscription fee (“Subscription Fee”) for the Service is dynamic and based on the number of Active Hosted Pages in Client’s website. Fees are calculated on a price-per-page basis with a maximum cap for each tier of pages. This tiered pricing model ensures you only pay for the size of site you have, without unexpected overages beyond each tier’s cap. The pricing tiers are as follows:

• Up to 25 pages: $179 per month (includes 2 hours of maintenance)
• 26–50 pages: $179 + $6.00 per page over 25 (capped at $329 per month, includes 4 hours at 50 pages)
• 51–100 pages: $329 + $5.40 per page over 50 (capped at $599 per month, includes 6 hours at 100 pages)
• 101–250 pages: $599 + $5.32 per page over 100 (capped at $1,397.50 per month, includes 10 hours at 250 pages)
• 251–500 pages: $1,397.50 + $5.00 per page over 250 (capped at $2,500 per month, includes 15 hours at 500 pages)
• Over 500 pages: For sites exceeding 500 pages, a rate of $5.00 per page applies beyond 500, unless otherwise agreed in writing.

Pricing Adjustments: The Subscription Fee is calculated at the time of purchase based on the page count of the site to be developed. If the number of Active Hosted Pages on Client’s website changes during the subscription (for example, if you add more pages over time), the Subscription Fee will be adjusted to the appropriate tier in the next billing cycle. FlashCat will notify Client of any tier change and the new monthly rate. Similarly, if pages are removed, Client may qualify for a lower tier in the next cycle. FlashCat will not retroactively apply charges or credits for mid-cycle page count changes, but may, at its discretion, apply pro-rated charges if a dramatic increase in pages occurs mid-month. All fees are stated in U.S. Dollars (USD) and do not include any applicable taxes; Client is responsible for any sales, use, or similar taxes due. FlashCat may update the pricing rates or tier structure from time to time, but no increase will be applied to Client’s plan without at least 30 days’ notice to Client. If Client does not agree to a modified fee, Client may terminate the Service as described in Section 6 before the new rates take effect.

Billing and Payment: By entering into this Agreement, Client authorizes FlashCat (or its payment processor, such as Stripe) to charge the Subscription Fee to the payment method provided on a recurring monthly basis. The first payment will be charged at checkout when Client purchases the Service, and subsequent payments will be charged automatically each month on the anniversary of the purchase date (or the first day of each billing period) for the duration of the subscription. Client agrees to keep a valid, up-to-date payment method on file with FlashCat. If any payment is declined or cannot be processed, FlashCat will notify Client and may suspend the Service if payment is not promptly provided (see Section 6 on termination for non-payment consequences). All payments are non-refundable as detailed in Section 4 below. Client acknowledges that the Subscription Fee covers not only hosting and maintenance but also the ongoing licensing of the website (see Section 7), and thus constitutes a recurring service fee rather than a purchase of goods.

Promotional Discounts: From time to time, FlashCat may provide promotional offers such as a reduced Subscription Fee for the first billing cycle (e.g., 50% off the first month). Any such discount applies only to the initial billing cycle of the subscription (unless otherwise stated in writing) and does not alter the six (6) month minimum term described herein. After the promotional period, standard Subscription Fees automatically apply. Promotional codes or offers are valid for one-time use per Client and may not be combined with other offers. Early termination fees, buyout calculations, and payment obligations are based on the standard Subscription Fee, not the discounted promotional amount.

4. No Refund Policy

No Refunds

All payments are final, with the exception only for the Cooling-Off Period mentioned below. FlashCat does not offer refunds or credits for any Subscription Fees already paid, including but not limited to cases of early cancellation, unused services, or partial months of service. Once a payment is processed, Client waives any right to a refund of that payment. This no-refund policy applies under all circumstances (except if a refund is explicitly required by applicable law in a given jurisdiction). For example, if Client chooses to cancel the subscription mid-month, the current month’s fee will not be refunded and the Service will continue until the end of the paid period. Similarly, setup or onboarding fees (if any) are non-refundable. Client agrees that the pricing of this subscription takes into account the no-refund policy, and that this policy is necessary because of the upfront work and ongoing value provided by FlashCat each month, which cannot be effectively returned or negated. All sales are final, and by accepting this Agreement, you acknowledge that you have read and agree to this no-refund provision as part of the bargain.

Cooling-Off Period (36 Hours)

Client may cancel the subscription within thirty-six (36) hours of the initial checkout (“Cooling-Off Period”) by sending written notice of cancellation to admin@flashcat.io, provided that FlashCat has not yet begun work on the Client’s website build. If notice is received within this period and work has not commenced, Client will receive a full refund of the first payment. Once the Cooling-Off Period expires, or if FlashCat has already begun work, all payments are final and non-refundable, and the subscription term and minimum commitment will apply in full.

5. Chargebacks and Payment Disputes

No Chargebacks or Reversals

Client is prohibited from initiating chargebacks or payment reversals with their bank or credit card issuer for Subscription Fee charges covered by this Agreement. By accepting this Agreement and providing a payment method, Client agrees to work out any billing disputes directly with FlashCat in good faith, rather than through a credit card chargeback or bank dispute. All sales are final and non-refundable (as stated above), so a chargeback on the basis of dissatisfaction or non-delivery is unwarranted. If Client has a concern about a charge, Client should contact FlashCat’s support to discuss a resolution.

Consequences of Chargebacks

If Client or an authorized cardholder on Client’s account initiates a chargeback or otherwise disputes a payment that was validly charged under this Agreement, it shall be deemed a material breach of this Agreement by Client. In such event, FlashCat reserves the right to immediately suspend all services and access related to the website – this includes taking down the hosted website, disabling Client’s account, and withholding any deliverables. No payment means no website – if a charge is reversed, the website may be deactivated and Client’s license to use the website is revoked unless and until the dispute is resolved in FlashCat’s favor and any owed amounts are paid. Client acknowledges that continued use of the website is conditioned on timely payment, and that attempting to keep and use the website after issuing a chargeback is a violation of this Agreement and an infringement of FlashCat’s rights.

Liability for Chargebacks

In the event of a chargeback or reversal, Client will be liable to FlashCat for the full amount of the disputed charge, plus any associated fees, penalties, or costs incurred by FlashCat as a result of the chargeback. This includes any chargeback fees imposed by our payment processor (e.g., Stripe) or financial institutions, as well as administrative costs. FlashCat will invoice Client for such amounts, or may (at its option) automatically charge any payment method on file for the outstanding amounts and fees once the chargeback is resolved or as permitted by network rules. If the chargeback is not resolved in FlashCat’s favor or the funds cannot be recovered via the payment method on file, Client agrees to pay the owed amount upon demand. Client is responsible for all costs of collection that FlashCat incurs in recovering disputed amounts or any other unpaid fees. This includes, but is not limited to, reasonable attorneys’ fees, collection agency fees, court costs, and related expenses. Client further understands that FlashCat may report the delinquency to credit bureaus or pursue legal action to collect amounts due.

Acknowledgment

By entering this Agreement, Client expressly agrees that chargebacks are not an acceptable means of resolving issues, and waives any defenses against FlashCat’s claims for reimbursement of chargeback losses on grounds of this no-chargeback clause. All communication regarding billing issues should be between Client and FlashCat (or its agents), and Client consents to FlashCat contacting Client via email or phone regarding any payment issues or collections, as needed.

6. Term and Termination

Term

The term of this Agreement begins on the date of Client’s initial purchase and continues on a month-to-month subscription basis until terminated by either party as outlined herein. The subscription will automatically renew each month upon charging of the Subscription Fee, unless and until cancelled by Client or terminated by FlashCat. There is no fixed end-date to the Service term aside from cancellation or termination under these terms. (Note: While there is no long-term contract commitment, certain benefits like the buyout option in Section 7 are only available after a minimum duration of subscription.)

Client Cancellation

Client may cancel the subscription at any time by providing notice through the FlashCat account dashboard or via written notice to FlashCat’s support email. Cancellation will take effect at the end of the then-current monthly billing period. Client will not be charged for any further monthly periods after the cancellation effective date, but no prorated refunds will be given for the remainder of the current period (see Section 4). Upon cancellation, FlashCat will schedule the deactivation of the hosted website to coincide with the end of the paid period. It is the Client’s responsibility to export or secure any Client-owned content (such as text or images provided by Client) prior to the subscription end date if needed. After service termination, Client will no longer have access to the website or any FlashCat platform services related to it, unless Client exercises the Buyout option (Section 7) prior to termination. If Client cancels before six (6) months of subscription have elapsed and does not buy out the website, Client understands that they have not acquired ownership rights to the website and will lose access to the site and its design/architecture once the subscription ends.

FlashCat Termination/Suspension

FlashCat may terminate or suspend the subscription under the following circumstances: (a) Immediate termination for non-payment: if Client fails to pay any Subscription Fee or other amount due, or if a charge is reversed (as described in Section 5). (b) Material breach: if Client materially breaches any provision of this Agreement or the general Terms of Service (including any misuse of the service or violation of law) and does not cure such breach within 10 days of notice (if curable). (c) For convenience: FlashCat may terminate for convenience by providing at least 30 days’ advance notice (in which case FlashCat would allow the current paid period to finish and assist in data export if applicable). In the event of termination for non-payment or breach by Client, FlashCat may immediately take the website offline and deny Client access to it. FlashCat shall incur no liability for exercising suspension or termination rights in accordance with this Agreement. Termination of the subscription by any party does not relieve Client of responsibility to pay any outstanding fees or amounts owed up to the date of termination.

Effect of Termination

Upon termination or expiration of the subscription for any reason, Client’s license to use the website and any FlashCat-provided materials ends, and FlashCat may permanently disable the hosted site and related services. If Client has not exercised the Buyout option (see Section 7) and obtained ownership rights, Client must cease all use of the website’s design, code, and assets provided by FlashCat. The website (including its design, templates, and code) is FlashCat’s intellectual property unless bought out, and may not be copied, transferred, or hosted elsewhere by Client after termination. If Client has properly exercised the Buyout option and paid all amounts due, then upon termination FlashCat will deliver the website files and transfer applicable rights to Client as outlined in Section 7. In all cases, sections of this Agreement intended by their nature to survive termination (such as payment obligations, indemnity, limitation of liability, dispute resolution, etc.) shall survive the end of the contract.

7. License, Ownership, and Buyout Option

License During Subscription

Client acknowledges that, unless and until the Buyout (defined below) is completed, the website (including its design, source code, software, templates, and proprietary elements created by FlashCat) is the intellectual property of FlashCat. During the active subscription term, FlashCat grants to Client a limited, non-transferable, non-exclusive license to use the hosted website for Client’s own business or personal purposes. This means Client can use and update the website on FlashCat’s platform, but does not own the underlying website files or design outright during the subscription period. No title or ownership of the website or underlying code is transferred to Client by default under this subscription model – rather, the website is provided as a licensed service. If you stop paying, you lose the right to use the site. The license to use the website is contingent on continued subscription payments. Client shall not attempt to copy, migrate, or transfer the website (in full or in part) off FlashCat’s platform during the subscription without explicit written permission or without exercising the Buyout option. Any attempt to duplicate or utilize the website’s design/code outside the subscription terms is a breach of this Agreement.

Client Content

Any text, images, trademarks, or other content that Client provides to FlashCat for inclusion in the website (“Client Content”) remains the property of Client (or its respective owner) and is not subject to the above license. Client grants FlashCat a license to use such Client Content for the purpose of providing the Services. Upon termination, Client can retrieve or use their original content (e.g., text and images they supplied, logos, etc.) freely. However, Client does not obtain rights to FlashCat’s site design, templates, or code unless the Buyout is completed. For clarity: you own your logo and text you gave us; we own the layout and code we created, until buyout.

Buyout Option (Acquiring Website Ownership)

FlashCat offers Client an option to purchase the website outright after a minimum subscription period, allowing Client to obtain a permanent license or ownership of the completed website. The following terms apply to the Buyout option:

• Eligibility: The Buyout option becomes available after six (6) months of continuous subscription service. (This ensures FlashCat recoups a baseline value for the initial website build and discourages early cancellation to obtain a site cheaply.) If Client has maintained the subscription for at least 6 months and is current on all payments, Client may elect to buy out the website.
• Buyout Price: The buyout fee shall be an amount equal to three (3) times the average of the past three (3) monthly Subscription Fees. For example, if your current monthly rate at the time of buyout is $300 (and the past two months were also $300), the buyout payment would be $900. This one-time Buyout fee is in addition to any subscription fees already paid. (If Client’s page count has varied, the “then-current” fee means the Subscription Fee for the current month or the last month of service immediately prior to buyout.) FlashCat will provide an invoice for the Buyout fee upon Client’s request to exercise this option. Once paid, the Buyout fee is non-refundable.
• Effect of Buyout – Transfer of Rights: Upon FlashCat’s receipt of the full Buyout payment and any other outstanding amounts, FlashCat will transfer the website to Client. This transfer includes providing the website’s source code, files, and assets (except any third-party licensed components or FlashCat proprietary tools that are not transferrable—FlashCat will inform Client of any such exclusions). FlashCat will grant Client a perpetual, irrevocable license to use, modify, and host the website independently of FlashCat, or will formally assign ownership of the website’s custom design and code to Client, as appropriate. In practical terms, this means Client can take the website to another hosting service or continue using it without further payments to FlashCat. FlashCat will cooperate with Client in good faith to facilitate the transfer (such as providing a ZIP file of the site or assisting with migration). The transfer will typically occur at the end of a billing period or on a mutually agreed date to minimize downtime.
• Termination of Subscription after Buyout: Once the Buyout is completed, the subscription can be terminated (by either party) since Client no longer requires the licensed service. If Client buys out the site but wishes to continue hosting with FlashCat without a subscription, a separate hosting or maintenance arrangement would need to be negotiated (this Agreement would no longer govern after buyout, except for provisions that survive termination). Usually, the subscription will be canceled effective immediately upon buyout completion unless otherwise agreed.
• No Partial Buyout or Early Buyout: Prior to 6 months of subscription, there is no buyout option available – the website is only available under the subscription license. If Client terminates early (before 6 months) or fails to complete payments through the 6th month, Client cannot purchase the site afterward except by special arrangement at FlashCat’s sole discretion (which may involve a higher fee). The 3× monthly buyout pricing is guaranteed only after 6 months; FlashCat reserves the right to quote a different buyout price for requests made earlier (or to decline an early buyout). Similarly, if Client’s payment history has issues (e.g., chargebacks or late payments), FlashCat may require those issues to be resolved before honoring a buyout request.
• Written Confirmation: To invoke the Buyout option, Client should contact FlashCat and obtain written confirmation of the buyout terms and an invoice. Both parties may sign a simple transfer agreement to document the transfer of rights upon payment. However, this Agreement’s terms are sufficient to effectuate the transfer once the conditions are met and payment is received. FlashCat’s general Terms of Service and this Agreement’s restrictions on use of the website cease to apply after a buyout (except any sections that survive for other reasons, like liability or indemnity), and Client assumes full responsibility for the site going forward.
• No Competing Use: Until a buyout is completed, Client shall not resell, assign, or sublicense the website or any portion thereof to any third party. The site is meant for Client’s use only during the subscription. Client also shall not remove any FlashCat footer credits or licensing notices that may be included on the site during the subscription term (FlashCat may include a small attribution link in the site footer, which Client agrees to leave intact while the site is under license). After buyout, Client may remove or modify such attributions.
• Rationale: The parties agree that the licensing structure and buyout option are key parts of this Agreement’s economic foundation – it prevents a scenario where a client could pay one or two low monthly fees and walk away with a fully built website. By adhering to these terms, both Client and FlashCat benefit: Client gets a lower up-front cost for a website via subscription, and FlashCat is able to protect its investment in the site build unless a fair buyout amount is paid.

8. Maintenance and Support

Included Maintenance Hours

As part of the Subscription Fee, FlashCat will provide monthly maintenance and update support for the website. The amount of included maintenance time is scaled to the size of the website (number of Active Hosted Pages) to ensure larger sites get adequate support. In general, Client receives approximately one (1) hour of maintenance per month for every 25 pages of the website, pro-rated linearly and then rounded to a practical whole-hour allotment. For example: a website with 25 pages includes about 1 hour of maintenance per month; a 50-page site includes roughly 2 hours per month; a 100-page site ~4 hours; a 250-page site ~10 hours; and a 500-page site ~20 hours of maintenance per month. Intermediate page counts will result in a proportionate number of hours (e.g., a 75-page site might get around 3 hours/month, as an interpolation between 50 and 100 pages), and FlashCat may round the allotted time to the nearest half-hour or hour for simplicity. These maintenance hours can be used for routine updates, content changes, minor design tweaks, software/plugin updates, security patches, or other support tasks as defined in the Service description.

Use of Maintenance Time

Maintenance time included each month does not carry over if unused – it resets each month. If Client’s needs exceed the included hours in a given month, FlashCat will inform Client and may offer additional support at an hourly rate or recommend an upgrade to a higher plan if applicable. FlashCat will make a good faith effort to complete requested updates within the included time. Major changes or new feature implementations are outside the scope of “maintenance” and may require a separate project or agreement. FlashCat will clarify to Client if a request is considered a new feature/development (billable separately) versus maintenance (covered by subscription).

Scheduling and Requests

Client should submit maintenance requests via the designated support channel (such as email or a support ticket system). FlashCat will address requests as promptly as possible, typically within standard business hours. Certain critical security updates may be applied proactively by FlashCat without a specific request, counting against the monthly time allotment if significant. FlashCat will notify Client once the maintenance hours for a month are nearing exhaustion, especially if pending requests might exceed it.

Excess Work and Additional Fees

If Client consistently requires more maintenance work than the included hours (for example, extensive content changes every month beyond the included support), FlashCat may advise upgrading to a higher tier (which comes with more included hours) or bill for the extra hours at a standard hourly rate, with Client’s approval. Any such additional fees for overages will be invoiced separately or charged in the next billing cycle. FlashCat will obtain Client’s consent before performing work that would incur additional charges beyond the included maintenance.

Excluded Services

The subscription’s maintenance covers typical website upkeep. It does not include entirely new page designs beyond the initial scope, rebranding or major redesign, custom application development, digital marketing services, or creation of extensive new content. These can be provided under separate arrangements if needed. The maintenance also does not include domain name registration fees or third-party service charges (for example, if the website uses a third-party API that costs money, that cost is on Client unless otherwise stated).

Uptime and Support

FlashCat will use commercially reasonable efforts to keep the website operational and available on the internet with minimal downtime. Scheduled maintenance or unforeseen outages may occur; FlashCat will attempt to perform maintenance during off-peak hours and/or notify Client for any expected significant downtime. Standard hosting uptime targets and support response times may be described in an addendum or Service Level Agreement (SLA) if applicable, but if not, FlashCat targets at least 97% uptime and will address critical outages as soon as possible. Client is responsible for reporting any issues promptly. FlashCat is not liable for downtime or issues outside of its control (see also Section 12, Limitation of Liability).

9. Right to Refuse Service / Client Obligations / Creative Control

Right to Refuse Service

FlashCat reserves the right to cancel and refund any subscription within seven (7) days of purchase if, in its sole discretion, FlashCat determines that the Client is not a good fit for the Service. In such an event, Client will receive a refund of amounts paid, and this Agreement will be terminated with no further obligations by either party.

Client Obligations

Client agrees to promptly provide all logos, images, content, and other materials reasonably required for the build and maintenance of the website. FlashCat is not responsible for any delays in service delivery caused by Client’s failure to supply such materials in a timely manner. Project timelines and launch dates may be adjusted accordingly if Client delays in providing necessary content or approvals.

Creative Control

FlashCat retains full creative control over the design, structure, and strategy of all websites and pages built under this Agreement. While Client may provide input and branding assets, FlashCat will make all final decisions regarding layout, content structure, SEO implementation, and related creative elements in order to achieve the intended performance results.

10. Indemnification

Client Indemnity

To the fullest extent permitted by law, Client agrees to indemnify, defend, and hold harmless FlashCat LLC, its affiliates, members, officers, employees, agents, and contractors (the “FlashCat Parties”) from and against any and all claims, liabilities, losses, damages, judgments, awards, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to: (i) Client’s breach of any provision of this Agreement or the Terms of Service; (ii) Client’s use of the Services or the website (including any content or data transmitted or published by Client on the website, and including any violation of third-party rights or laws through such use); (iii) Client’s negligence, willful misconduct, or violation of law; or (iv) any disputes or issues between Client and its own customers or end users related to the website or services offered through it. This indemnification obligation extends to claims brought by third parties, including claims arising from chargebacks, payment disputes, or financial reversals caused by Client’s actions. For example, if a third-party content provider sues FlashCat because content Client provided infringes their copyright, or if a card network fines FlashCat due to excessive chargebacks stemming from Client’s transactions, Client would indemnify FlashCat for those losses.

Under this indemnity, Client will pay all amounts (including settlements or damages) that a FlashCat Party is legally obligated to pay, and will reimburse the FlashCat Parties for all reasonable attorneys’ fees and costs of defense. FlashCat will: (a) promptly notify Client of any such claim (provided that failure to promptly notify only relieves Client of responsibility to the extent it prejudices defense); (b) permit Client to control the defense and settlement of the claim (so long as any settlement fully releases FlashCat and does not impose non-monetary obligations on FlashCat without consent); and (c) cooperate with Client (at Client’s expense) in the defense. FlashCat reserves the right to participate in the defense with counsel of its choice at its own expense. Client’s indemnification obligations shall survive any termination or expiration of this Agreement.

FlashCat Indemnity

FlashCat will indemnify and hold Client harmless from third-party claims that the proprietary web design or code provided by FlashCat (and not originating from Client Content) infringes a U.S. copyright or trademark, provided that Client is in compliance with this Agreement and uses the website as intended. If such a claim arises, FlashCat may, at its option, modify the infringing material or replace it with a non-infringing equivalent, or if those remedies are not feasible, terminate the subscription and refund any prepaid fees for the remaining term (if any). The above indemnity is FlashCat’s only obligation, and Client’s exclusive remedy, regarding any intellectual property infringement by the provided website. This indemnity does not cover any Client Content or third-party software integrated into the site (for example, if Client provides a logo or text that infringes someone’s trademark or copyright, Client is responsible for that, not FlashCat).

11. Call Recording

Client acknowledges and agrees that all telephone calls and video calls with FlashCat may be recorded for quality, training, and contractual purposes. By engaging in such calls, Client consents to the recording, regardless of jurisdiction, including in states that would otherwise require all-party consent. Client waives any claim arising under federal or state wiretapping or call-recording laws by virtue of such consent. (This means that whether or not your state requires both parties to consent to call recording, you are giving that consent by using our service and communicating with us.)

12. Limitation of Liability

Indirect Damages

To the maximum extent permitted by law, in no event will FlashCat or its affiliates, owners, employees, or agents be liable to Client for any indirect, consequential, incidental, special, punitive, or exemplary damages whatsoever arising out of or in connection with this Agreement or the Services. This includes, without limitation, any damages for lost profits or revenues, business interruption, loss of data, loss of goodwill, or the cost of substitute services, even if FlashCat has been advised of the possibility of such damages. The exclusion of such damages will apply regardless of the form of action, whether in contract, tort (including negligence), strict liability, or otherwise, and even if such damages were foreseeable.

Direct Damages Cap

In any case, FlashCat’s total aggregate liability for any and all claims arising from or related to this Agreement, the website, or the Services shall be limited to an amount not exceeding the total Subscription Fees paid by Client to FlashCat in the six (6) months immediately preceding the event giving rise to the claim. If the cause of the claim occurred before six months of fees have been paid (e.g., in month 2 of service), then the liability cap will be the amount of fees paid up to that point (the intent being to cap liability at roughly six months’ worth of subscription payments). This limitation is cumulative; multiple claims will not enlarge the cap. FlashCat’s liability shall further be limited to direct and actual damages proven by Client. If no fees were paid (for example, during a free trial period), FlashCat’s liability is limited to $100.

Scope of Limitations

The parties agree that the pricing of the Service reflects the allocation of risk and the above liability limitations. These limitations shall apply even if any limited remedy fails of its essential purpose. Some jurisdictions do not allow the exclusion or limitation of certain warranties or damages; in such jurisdictions, the liability of FlashCat is limited to the greatest extent permitted by law. Nothing in this Agreement shall limit or exclude FlashCat’s liability for gross negligence, willful misconduct, or any liability that cannot be limited by law.

Release for Service Interruptions

Client acknowledges that web services may experience occasional downtime, errors, or data loss, and agrees to release FlashCat from any liability for any minor service interruptions or errors that are an ordinary risk of internet services, so long as FlashCat exercises reasonable care and efforts to remedy issues. FlashCat does not assume liability for third-party acts or omissions that may impact the service (such as domain registry failures, DDoS attacks, upstream hosting outages, etc.).

13. Severability

If any provision of this Agreement (or portion thereof) is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, that provision shall be severed from the Agreement to the minimum extent necessary, and the remaining provisions of this Agreement will remain in full force and effect. The parties shall endeavor in good faith to replace any invalid or unenforceable provision with a valid and enforceable provision that, as closely as possible, achieves the same practical and economic effect as the original. Severing any provision will not affect the validity or enforceability of the rest of the Agreement. In essence, even if one clause is struck down, the rest of our contract still applies.

14. Governing Law and Venue

This Agreement shall be governed by the laws of the State of Arizona, U.S.A., without regard to its conflict of law principles. The parties expressly agree that the Arizona Uniform Computer Information Transactions Act (UCITA), if applicable, or any similar state laws shall not apply to this Agreement. (The United Nations Convention on Contracts for the International Sale of Goods also does not apply.)

Venue: Any legal action, suit, or proceeding arising out of or relating to this Agreement or the Services shall be brought exclusively in the state or federal courts located in Maricopa County, Arizona. The parties consent to the exclusive jurisdiction of such courts and waive any objections to venue or inconvenient forum. Phoenix, Arizona shall be the designated location for any in-person proceedings, unless the parties agree to an alternative location or a court requires otherwise.

Jurisdiction and Service: Client agrees that it is subject to personal jurisdiction in Arizona for purposes of this Agreement and the enforcement of any obligations hereunder. Client agrees to accept service of process by registered mail or other customary means. Nothing in this section limits FlashCat’s right to seek injunctive relief in any appropriate jurisdiction for misuse of intellectual property or to obtain any necessary equitable relief.

15. Miscellaneous Provisions

Entire Agreement

This Agreement, together with the general Terms of Service (incorporated herein by reference) and any applicable order details or addenda provided at purchase, constitutes the entire agreement between Client and FlashCat with respect to the subscription Service. It supersedes all prior or contemporaneous understandings, agreements, negotiations, representations, and warranties, both written and oral, regarding this subject matter. No oral or written statements made by any salesperson or agent of FlashCat (aside from an officer with authority) are binding unless explicitly included herein. Client agrees that it is not relying on any representations or promises that are not contained in this Agreement.

Amendments

FlashCat may update or modify this Agreement from time to time (for example, to reflect changes in law or updates to service terms). However, no amendment will apply retroactively; changes will be effective prospectively after FlashCat provides notice (such as by email or a notice on our site) and an opportunity for Client to accept or reject the updated terms (by continuing or terminating the Service). Continued use of the Service after the effective date of updated terms constitutes acceptance of the changes. Aside from modifications made by FlashCat as allowed above, this Agreement can only be amended by a written agreement signed by both Client and an authorized representative of FlashCat.

No Waiver

No failure or delay by either party in exercising any right or remedy under this Agreement shall operate as a waiver of that or any other right or remedy. A waiver on one occasion shall not be deemed a waiver of any future right or remedy. To be effective, any waiver must be in writing and signed by the party granting the waiver.

Assignment

Client may not assign or transfer this Agreement or any rights or obligations hereunder without FlashCat’s prior written consent. Any attempted assignment in violation of this provision is null and void. FlashCat may assign this Agreement to an affiliate or successor in interest (for example, in the event of a reorganization or sale of the business) with notice to Client. This Agreement will bind and inure to the benefit of the parties’ permitted successors and assigns.

Independent Contractor

FlashCat is an independent contractor, and nothing in this Agreement shall be construed to create a partnership, joint venture, or agency relationship between FlashCat and Client. Neither party has the authority to bind the other to any third-party obligations.

Force Majeure

FlashCat shall not be liable for any failure or delay in performance (excluding payment obligations) due to causes beyond its reasonable control, such as natural disasters, acts of God, war, terrorism, civil disturbances, strikes, cyber-attacks, downtime of third-party providers, or governmental actions. In the event of such a force majeure event, FlashCat will provide notice to Client and will resume performance as soon as reasonably possible.

Notices

Official notices under this Agreement shall be given in writing and will be deemed given when delivered via email (to the email address on file for Client, or to legal@flashcat.io for FlashCat) or by certified mail or courier to the respective addresses of the parties. For FlashCat, notices should be sent to its corporate address in Arizona; for Client, notices will be sent to the billing address or contact address provided upon signup, unless updated by Client. It is Client’s responsibility to keep their contact information current.

Headings

The section titles and headings in this Agreement are for convenience only and have no legal or contractual effect. They are included only to make the Agreement easier to read and navigate.

Counterparts & Electronic Form

This Agreement may be executed or accepted in counterparts, and by electronic form (e.g., click-through acceptance), each of which shall be deemed an original and all of which together constitute one agreement. A printable version of this Agreement is available for Client’s records. By agreeing online, Client confirms they can download or print a copy for their files. The parties agree that this online Agreement is to be considered legally enforceable to the fullest extent, just like a signed paper contract.

BY PURCHASING THE SUBSCRIPTION AND CLICKING “I AGREE,” CLIENT CONFIRMS THAT THEY HAVE READ THIS WEBSITE PURCHASE AGREEMENT, UNDERSTAND ITS TERMS, AND AGREE TO BE BOUND BY ALL THE FOREGOING TERMS AND CONDITIONS. Both parties intend for this online Agreement to be legally enforceable to the fullest extent. Courts have upheld that clicking “I agree” creates a binding contract just like signing a paper document, so please ensure you are comfortable with these terms before proceeding. If you have any questions or require clarifications, contact FlashCat before completing your purchase. Once again, welcome to FlashCat’s service – we look forward to building and maintaining your website under these terms!