These Terms & Conditions ("Terms") are a binding agreement between Craton Systems LLC ("Craton," "we," "us," or "our"), a Wyoming limited liability company, and the person or entity that accesses or uses the Services ("Client," "you"). By creating an account, signing an Order that references these Terms, clicking to accept, or using the Services, you agree to these Terms. If you accept on behalf of an organization, you represent that you are authorized to bind it.
1. Definitions
- "Services" means Craton's white-label software platform deployment and agency services, client sub-account configuration and deployment, marketing and CRM automation, and the software tools we make available (which may include a multi-domain blog system, dynamic landing page creator, personalization features, and related functionality), together with our websites.
- "Platform Technology" means the software, platform, engines, tools, SDKs, code, designs, and documentation underlying the Services, as further described in Section 6.
- "Order" means an order form, proposal, subscription selection, or statement of work referencing these Terms.
- "Client Content" means content, data, files, contacts, and materials you or your users provide or generate through the Services.
- "Personal Data" means information relating to an identified or identifiable individual that is processed through the Services.
- "Confidential Information" means non-public information disclosed by one party to the other that is marked or reasonably understood to be confidential.
- "Sub-processor" means a third party we engage to process Personal Data in providing the Services.
2. The Services; Changes
We provide the Services described in these Terms and any applicable Order. We may modify, update, add, or discontinue features of the Services from time to time to improve them, for security, or to comply with law; we will not materially reduce the core functionality you are paying for during a paid term without a reasonable alternative or notice. Specific deliverables, fees, and scope are set out in your Order.
3. Accounts and Eligibility
You must provide accurate information, keep your credentials confidential, and are responsible for all activity under your account and for your authorized users' compliance with these Terms. You must be at least 18 and able to form a binding contract.
4. Order of Precedence
If there is a conflict among the documents governing your use of the Services, the order of precedence is: (1) a mutually signed Order or master agreement; (2) the Data Processing terms in Section 13; (3) these Terms; and (4) any policy referenced herein. A conflicting term in an Order controls only for that Order and only where it expressly references the provision it modifies.
5. Fees, Billing, Auto-Renewal, and Cancellation
- Fees. You agree to pay the fees in your Order, which may include recurring subscription fees, sub-account fees, deployment/service fees, and usage-based charges (such as messaging, email, telephony, and AI usage) that may be rebilled at a markup.
- Payment methods and authorization. Fees are billed through our payment providers — PowerPay Direct and its licensed processing partners for client and subscription payments, and the usage-billing processor required by our underlying platform for incidental charges (such as SMS, telephony, and AI) — and/or by bank transfer/ACH. You authorize us and our processors to charge your payment method on file for all fees, including on a recurring basis, until cancelled as described here.
- Auto-renewal. Unless your Order states otherwise, subscriptions automatically renew for successive periods equal to the initial term at the then-current rates, until cancelled. By subscribing, you consent to this automatic renewal.
- Price changes. We may change fees for a renewal term by giving notice at least thirty (30) days before the renewal date. Changes take effect at renewal; continued use after the change constitutes acceptance.
- Cancellation. You may cancel renewal at any time before the next renewal date through your account settings or by contacting [email protected]. Cancellation stops future renewals; it does not entitle you to a refund of amounts already charged except as required by law.
- Taxes. Fees are exclusive of taxes; you are responsible for applicable taxes other than taxes on our net income.
- Late or failed payment. We may suspend or terminate access for non-payment and may charge reasonable late fees and costs of collection permitted by law.
6. Intellectual Property; License to Use
The Platform Technology — including the data/personalization engine, scheduling engine, multi-domain blog system, dynamic landing page creator, personalization SDK, and all associated code, designs, and documentation — is proprietary and owned by Divine Design LLC and licensed to Craton for deployment to clients. We grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Services during your paid term solely for your internal business purposes.
You receive no ownership of the Platform Technology or of the Craton or Divine Design names, logos, or trademarks. You may not copy, modify, reverse engineer, decompile, resell, sublicense, rent, or create derivative works of the Platform Technology, or remove proprietary notices, except as expressly permitted. All rights not expressly granted are reserved by Craton and its licensor.
7. Client Content
You retain ownership of your Client Content. You grant Craton a limited, worldwide license to host, process, transmit, and display Client Content solely to provide, secure, and improve the Services and as you direct. You represent that you hold all rights necessary to your Client Content and that it does not infringe third-party rights or violate law.
8. Feedback
If you provide suggestions, ideas, or feedback about the Services, you grant Craton and its licensor a perpetual, irrevocable, royalty-free license to use it without restriction or obligation to you. Any improvements to the Platform Technology remain owned by its licensor.
9. Acceptable Use; Prohibited and High-Risk Uses
You agree not to use the Services to: (a) violate law or third-party rights; (b) send unlawful, unsolicited, or deceptive communications, or violate telemarketing, anti-spam (including CAN-SPAM and TCPA), or consent requirements; (c) upload malicious code or attempt to disrupt or gain unauthorized access to the Services; (d) infringe intellectual property; or (e) misuse personal or health data. You are solely responsible for obtaining any consents required from your own customers and for your compliance with laws applicable to your business.
Where the Services support payment acceptance, you may not use them for businesses or activities prohibited or restricted by the applicable payment processor, card networks, or law (including prohibited or high-risk merchant categories). We may refuse, suspend, or terminate access for any such use.
10. Payment Processing Services
Where the Services include or reference merchant payment processing, such processing is provided by third-party licensed payment processors and partners under their own separate agreements, and is subject to underwriting, compliance, and card-network rules. Craton is not a bank or money transmitter and does not custody your funds; settlement, chargebacks, and processing terms are governed by your agreement with the applicable processor.
11. Third-Party Services and Platform Availability
The Services are built on and integrate with third-party platforms, infrastructure, and providers (including our underlying software platform and hosting, payment processors such as Stripe, and communications providers). Your use of those services may be subject to their own terms. Craton does not control and is not responsible for third-party services, including their availability, uptime, interruptions, delays, maintenance, data loss, or any security incident or breach occurring on their systems. If a third-party platform experiences downtime, degradation, discontinuation, or a security breach, that is the responsibility of that provider and not of Craton, and any related remedies are governed by that provider's terms. We will use commercially reasonable efforts to keep the Services operating but do not guarantee uninterrupted availability.
12. Suspension
We may suspend or limit access immediately where reasonably necessary to protect the Services or other users, to comply with law, to prevent harm, or to address non-payment or a violation of Section 9. Where practicable, we will provide notice and an opportunity to cure.
13. Data Protection and Privacy
Our handling of Personal Data is described in our Privacy Policy, incorporated by reference. This Section governs Personal Data that we process on your behalf as part of the Services.
- Roles. As between the parties, you are the controller (or business) of Personal Data you submit or collect through the Services, and Craton acts as your processor (or service provider), processing such data only to provide the Services and on your documented instructions, and not for our own independent purposes.
- Sub-processors. You authorize Craton to engage Sub-processors (such as our CRM/automation platform, hosting, communications, and payment providers) under contractual protections consistent with this Section. We remain responsible for their performance of the data-processing obligations.
- Security. We maintain administrative, technical, and physical safeguards designed to protect Personal Data appropriate to its risk, including encryption in transit, access controls, and least-privilege practices.
- Breach notification. We will notify you without undue delay after becoming aware of a confirmed breach of security leading to the unlawful destruction, loss, alteration, or unauthorized disclosure of Personal Data processed on your behalf, and will provide information reasonably available to help you meet your notification obligations.
- Assistance and deletion. Taking into account the nature of processing, we will provide reasonable assistance with data-subject requests and, on termination, delete or return Personal Data as described in Section 19.
- International transfers. Where Personal Data is transferred across borders, the parties will rely on a lawful transfer mechanism (such as Standard Contractual Clauses) where required.
14. HIPAA and Regulated Data
If you use the Services to create, receive, maintain, or transmit Protected Health Information (PHI), you must have a signed Business Associate Agreement (BAA) with us, and that BAA governs PHI. You are responsible for configuring and operating your account in a compliant manner and for determining whether the Services fit your regulatory obligations.
15. Confidentiality
Each party will use the other's Confidential Information only to perform under these Terms, will disclose it only to personnel with a need to know who are bound by confidentiality, and will protect it with at least reasonable care. This does not apply to information that is public, already known, independently developed, or lawfully received from a third party, or to disclosures required by law (with notice where permitted).
16. Representations, Warranties, and Disclaimers
Each party represents that it has the authority to enter into these Terms and that doing so does not conflict with another agreement. You further represent that you and your use of the Services will comply with applicable law.
EXCEPT AS EXPRESSLY STATED, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE FULLEST EXTENT PERMITTED BY LAW, CRATON AND ITS LICENSOR DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, OR THAT THEY WILL ACHIEVE ANY PARTICULAR RESULT.
17. Limitation of Liability
TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, DATA, OR GOODWILL. SUBJECT TO THE EXCLUSIONS BELOW, EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE SERVICES WILL NOT EXCEED THE AMOUNTS YOU PAID TO CRATON FOR THE SERVICES IN THE THREE (3) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
Exclusions from the cap. The limitations above do not apply to: (a) your payment obligations; (b) a party's indemnification obligations under Section 18; (c) a party's breach of its confidentiality obligations; (d) your infringement or misappropriation of Craton's or its licensor's intellectual property; or (e) a party's gross negligence, willful misconduct, or fraud. Nothing in these Terms limits liability that cannot be limited under applicable law.
18. Indemnification
You will defend, indemnify, and hold harmless Craton, Divine Design LLC, and their officers, members, employees, and agents from and against third-party claims, damages, liabilities, and reasonable expenses (including attorneys' fees) arising from or relating to: your Client Content; your use of the Services; your violation of these Terms, an Order, or applicable law; your communications with your customers; or your infringement of any third-party right. We will promptly notify you of the claim, allow you to control the defense (with our reasonable cooperation), and not settle a claim that imposes liability on us without our consent.
19. Term, Termination, and Data Handling
These Terms apply for as long as you use the Services or as stated in your Order. Either party may terminate as provided in the Order or for material breach not cured within thirty (30) days of written notice. On termination, your right to use the Services ends. You may export your Client Content for thirty (30) days after termination; after that period, we may delete Client Content and Personal Data in the ordinary course, subject to legal retention requirements and routine backups. Provisions that by their nature should survive (including Sections 1, 6, 7, 8, 15, 17, 18, 20, and 25) will survive.
20. Governing Law; Dispute Resolution
Governing law. These Terms are governed by the laws of the State of Wyoming, without regard to its conflict-of-laws rules.
Informal resolution first. Before initiating any formal proceeding, the parties will attempt in good faith to resolve the dispute by contacting one another. If not resolved within thirty (30) days, either party may proceed as below.
Binding arbitration. Except as provided below, any dispute arising out of or relating to these Terms or the Services will be resolved by final and binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules, before a single arbitrator, seated in Wyoming (proceedings may be conducted remotely). Judgment on the award may be entered in any court of competent jurisdiction.
Class-action and jury waiver. Disputes will be conducted only on an individual basis, and not as a plaintiff or class member in any purported class, collective, consolidated, or representative proceeding. To the fullest extent permitted by law, each party waives any right to a jury trial.
Severability of this Section. If the class-action waiver is found unenforceable as to a particular claim, that claim (and only that claim) will proceed in court, while the remainder of this Section stays in effect.
Carve-out for injunctive and IP relief. Notwithstanding the foregoing, either party may bring an action in the state or federal courts located in Wyoming for temporary, preliminary, or permanent injunctive or equitable relief to protect its intellectual property, Confidential Information, or proprietary rights, and the parties consent to that jurisdiction and venue. Either party may also bring a qualifying individual claim in small claims court.
21. Changes to These Terms
We may update these Terms from time to time. If we make material changes, we will revise the "Effective date" above and provide reasonable notice (such as by email or in-product notice). Changes are effective when posted or on the date stated in the notice. Your continued use of the Services after changes take effect constitutes acceptance; if you do not agree, you must stop using the Services.
22. Export Controls, Sanctions, and Anti-Corruption
You represent that you are not located in, and will not use the Services in or for the benefit of, any country or party subject to U.S. embargoes or sanctions, and that you are not on any U.S. government restricted-party list. You will comply with applicable export-control, sanctions, and anti-corruption laws (including the U.S. Foreign Corrupt Practices Act) in connection with the Services.
23. Electronic Communications and Signatures
You consent to receive communications from us electronically, and you agree that electronic acceptance, records, and signatures have the same legal effect as handwritten ones. Notices to you may be sent to the email or account on file; notices to us must be sent to [email protected] (with a copy to any address specified in an Order).
24. Publicity
Unless your Order states otherwise, Craton may identify you as a client and use your name and logo in customer lists and marketing materials, consistent with any brand guidelines you provide. You may withdraw this permission on written request.
25. General
These Terms, together with any Order and referenced policies (including our Privacy Policy and the Section 13 data-protection terms), are the entire agreement between the parties and supersede prior understandings on their subject matter. If any provision is unenforceable, the rest remains in effect and the provision is enforced to the maximum extent permitted. You may not assign these Terms without our consent; we may assign to an affiliate or in connection with a merger, financing, or sale of assets. Neither party is liable for delays caused by events beyond its reasonable control. No waiver is effective unless in writing, and a failure to enforce is not a waiver. Nothing creates a partnership, agency, or employment relationship.
26. Contact
Craton Systems LLC
Wyoming, USA
Email: [email protected]