Terms of Sale

These Terms of Sale (this “Agreement”) govern your purchase and use of products and services offered by Joshua Robert Bradford, an individual resident of the State of Florida, United States, doing business under the name Dunamis Studios (“Company,” “Dunamis Studios,” “we,” “us,” or “our”), including the dunamisstudios.com website, the Dunamis Studios account system, all software products and services sold or distributed by Dunamis Studios, and any related APIs or documentation (each a “Product” and collectively the “Products”).

This Agreement is the master Terms of Sale and applies to every Product. Each Product also has a product-specific addendum that sets out terms unique to that Product. The current set of addendums is listed in §20 and at the top of the /terms page. Where an addendum addresses a topic, the addendum controls for the Product it covers; on all other topics the master Terms of Sale govern.

By clicking “I agree,” creating an account, purchasing, installing, activating, or using a Product, you agree to this Agreement, the applicable Product addendum, the Privacy Policy, the Refund Policy, and (where applicable) the Data Processing Addendum, each of which is incorporated by reference. If you are entering this Agreement on behalf of an entity, you represent that you have authority to bind that entity and “Customer” or “you” refers to that entity. If you do not have authority, or if you do not agree, do not purchase or use the Products.

• “Addendum” means a product-specific terms document that supplements this Agreement for a particular Product, including those listed at §20.
• “Customer Data” means the data, including personal data, that Customer or its end users cause to be transmitted into, stored within, or processed by a Product. Customer Data does not include data Dunamis Studios generates about Customer’s use of the Products for billing, security, or operational purposes.
• “Documentation” means the user-facing product documentation published at dunamisstudios.com/help and any product-specific docs linked from a Product’s landing page.
• “EULA” means an end-user license agreement that a given Product presents on first use, install, or activation. The EULA is a standalone agreement governing the licensed use of the software for that Product and is in addition to this Agreement and the applicable Addendum.
• “Order” means a purchase, subscription start, or license activation completed through the Dunamis Studios website, an authorized reseller, or another sales channel approved by Dunamis Studios.
• “Output” means content generated by a Product in response to Customer input, including, where the applicable Product uses artificial intelligence, content returned by an upstream AI Sub-processor.
• “Sub-processor” means a third party engaged by Dunamis Studios to process Customer Data on its behalf in connection with the Products. The current list of Sub-processors is published at /legal/subprocessors.

Some Products require a Dunamis Studios account. Customer agrees to provide accurate registration information, to keep it current, and to safeguard account credentials. Customer is responsible for all activity that occurs under its account, whether or not authorized.

Customer may delete its account at dunamisstudios.com/account at any time. Account deletion ends Customer’s access to active subscriptions, terminates the right to use unactivated license keys still tied to the account, and triggers the data-deletion process described in the Privacy Policy. Account deletion does not, by itself, constitute a refund request; see §15.

Dunamis Studios sends transactional email related to Orders, licenses, security, and account changes regardless of marketing preferences. Customer may opt out of marketing email at any time through the unsubscribe link in each marketing message or by emailing support@dunamisstudios.net.

Dunamis Studios offers Products in two general shapes:

• Software licenses. Dunamis Studios grants Customer a limited, non-exclusive, non-transferable, non-sublicensable license to install and use the licensed software in accordance with the applicable EULA, the applicable Addendum, and this Agreement. The scope, duration, and device or seat limits of each license are set in the applicable Addendum and EULA.
• Hosted services. Dunamis Studios provides Customer access to the hosted Service for the subscription term or one-time access term set in the applicable Order and Addendum, subject to this Agreement.

All right, title, and interest in and to the Products, including the software, the Documentation, the dunamisstudios.com website, and all associated intellectual property, remain with Dunamis Studios and its licensors. The applicable Addendum or a separately executed Statement of Work may grant additional rights in deliverables produced for Customer; absent such an express grant, no Product transfers ownership of intellectual property to Customer.

Activation of a software license constitutes Customer’s acceptance of the EULA for that Product. The EULA, the applicable Addendum, and this Agreement apply together; see §21 for order of precedence.

Customer pays fees for the Products in the amounts and at the cadence stated on the applicable Product page, in the Order, and in the applicable Addendum. Fees are quoted in United States dollars unless otherwise stated.

Payment processor. Dunamis Studios uses Stripe, Inc. as its payment processor. By providing payment information, Customer authorizes Dunamis Studios and Stripe to charge the payment method for amounts due. Dunamis Studios does not receive or store full payment card numbers; card-data handling is performed by Stripe under its own terms and PCI obligations.

Subscriptions. Subscription Products renew automatically at the end of each billing period at the then-current price for the applicable tier until canceled. Customer may cancel at dunamisstudios.com/account at any time; cancellation takes effect at the end of the current billing period. Mid-cycle cancellations do not generate pro-rata refunds for the remainder of the period unless the applicable Addendum states otherwise or applicable law requires it.

One-time fees. One-time license purchases are billed in full at checkout. Refund eligibility is governed by §15 and the applicable Addendum.

Taxes.Fees are exclusive of taxes. Customer is responsible for all sales, use, value-added, goods-and-services, withholding, and similar taxes imposed on Customer’s purchase or use of a Product, other than taxes based on Dunamis Studios’s net income. Where Dunamis Studios is required by law to collect a tax, Dunamis Studios will add the tax to the invoice and remit it to the appropriate authority.

Price changes.Dunamis Studios may change subscription prices on at least thirty (30) days’ prior notice to the email address on file. Price changes take effect on the next renewal that begins after the notice period. Customer’s continued use after the effective date constitutes acceptance of the new price. Customer may cancel before the effective date to avoid the new price.

Failed payments. If a charge is declined, Dunamis Studios may retry the charge, suspend access to the Product, and, after reasonable notice, terminate the subscription or license under §13.

Customer will use the Products in compliance with this Agreement, the applicable Addendum, the applicable EULA, the Documentation, and all applicable laws.

Sub-processor flow-through.Where a Product transmits data to a Sub-processor, that Sub-processor’s acceptable-use policy is incorporated into this Agreement by reference. Customer will comply with each such policy as if Customer were a direct customer of the Sub-processor. The applicable Addendum identifies which Sub-processors a Product uses.

Customer will not, and will not permit its users or third parties to:

• use a Product for an unlawful purpose, or to infringe or misappropriate the intellectual property, privacy, publicity, or other rights of another person;
• reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, model weights, prompts, or underlying components of a Product, except to the extent permitted by non-waivable law;
• share credentials, resell, sublicense, or provide a Product to a third party on a service-bureau basis, except as expressly permitted by an applicable Addendum or a separately executed agreement with Dunamis Studios;
• use a Product in a way that imposes an unreasonable or disproportionately large load on Product or Sub-processor infrastructure, or that interferes with or disrupts Product integrity or performance;
• use Output or data obtained from a Product to develop, train, fine-tune, or improve an artificial-intelligence or machine-learning model that competes with the Products;
• remove, obscure, or alter proprietary notices in the Products or the Documentation.

Dunamis Studios may investigate suspected violations and may suspend the affected account or instance pending investigation, with notice where practicable. Material or repeated violations are grounds for termination under §13.

Where a Product uses artificial intelligence to generate Output, the following framework applies. The applicable Addendum identifies which Products use AI and which upstream Sub-processor they transmit data to.

Nature of AI Output. AI Output is probabilistic and may be inaccurate, incomplete, or otherwise unsuitable for a particular purpose. Customer is responsible for reviewing AI Output before relying on it, for the decisions Customer makes based on AI Output, and for any action taken on AI Output that has legal, financial, safety, or operational consequences.

No warranty. Dunamis Studios makes no warranty that AI Output will be accurate, complete, current, free of bias, or suitable for a particular purpose. The disclaimers in §10 apply with full force to AI Output. The sub-cap on AI-Output liability in §12 applies to all claims arising out of or relating to AI Output.

Ownership of Output.As between Customer and Dunamis Studios, Customer owns the Output generated for Customer’s account, subject to (i) the rights of the upstream AI Sub-processor and the limits in its terms, and (ii) Dunamis Studios’s retained rights in the Products themselves.

As between the parties, Customer owns the Customer Data. Customer grants Dunamis Studios a worldwide, non-exclusive, royalty-free license to host, process, transmit, display, and otherwise use the Customer Data solely to provide the Products to Customer, to maintain and improve the Products, to comply with law, and to enforce this Agreement.

Customer represents and warrants that it has the legal right to provide the Customer Data to Dunamis Studios, that the Customer Data does not infringe or violate third-party rights, and that Customer has obtained the consents or provided the notices required by applicable privacy law in connection with the Customer Data.

Where Dunamis Studios processes personal data on behalf of Customer, the Data Processing Addendum governs that processing. Customer Data handling, retention, and the rights of data subjects are described in the Privacy Policy.

Dunamis Studios and its licensors retain all right, title, and interest in and to the Products and all intellectual property in the Products, including software, source code, models, prompts, Documentation, marks, trade dress, and improvements to the Products. No Product grants Customer ownership of Dunamis Studios intellectual property. Customer is granted only the licenses expressly stated in this Agreement, the applicable Addendum, and the applicable EULA.

Customer may submit feedback, suggestions, ideas, and requests regarding the Products. Dunamis Studios may use, disclose, reproduce, and exploit feedback without restriction or compensation, provided that the feedback is not used in a way that identifies Customer as the source without Customer’s consent.

Limited warranty.Dunamis Studios warrants that during the applicable warranty window stated in the applicable Addendum (or, if no window is stated, for thirty (30) days from the date of first activation or first access for the relevant Product), the Product will perform materially in accordance with its Documentation. Customer’s sole and exclusive remedy for breach of this warranty is, at Dunamis Studios’s option, (i) repair, (ii) replacement, or (iii) refund of the fees paid for the Product in the twelve (12) months preceding the claim, with prorated calculation for subscription Products. The warranty does not apply to issues caused by unauthorized modifications, use contrary to the Documentation, or Customer or third-party infrastructure.

Disclaimer.Except for the limited warranty above, and to the maximum extent permitted by law, the Products are provided “as is” and “as available” without warranty of every kind, whether express, implied, or statutory, including the implied warranties of merchantability, fitness for a particular purpose, title, accuracy, and non-infringement. Dunamis Studios does not warrant that the Products will be uninterrupted, error-free, or secure, or that defects will be corrected.

By Dunamis Studios.Dunamis Studios will defend Customer against a third-party claim alleging that Customer’s authorized use of a Product, as delivered by Dunamis Studios and in accordance with this Agreement, infringes the third party’s United States patent, copyright, or registered trademark, and will pay damages and costs finally awarded against Customer (or agreed in settlement by Dunamis Studios) on such a claim. Dunamis Studios has no obligation under this paragraph to the extent the claim arises from (i) modification of the Product not made by Dunamis Studios, (ii) combination of the Product with non-Dunamis-Studios material where the claim would not have arisen without the combination, (iii) use of a non-current version after Dunamis Studios has made a non-infringing update available, or (iv) Customer Data.

By Customer.Customer will defend Dunamis Studios against a third-party claim arising out of (i) Customer Data, (ii) Customer’s use of a Product in violation of this Agreement, the applicable Addendum, the applicable EULA, or applicable law, or (iii) the combination of a Product with Customer or third-party systems not provided by Dunamis Studios, and will pay damages and costs finally awarded against Dunamis Studios (or agreed in settlement by Customer) on such a claim.

Procedure.The indemnified party will give the indemnifying party prompt written notice of the claim, sole control of the defense and settlement (provided that no settlement that imposes liability or obligation on the indemnified party may be entered without its written consent, not to be unreasonably withheld), and reasonable cooperation at the indemnifying party’s expense. This §11states the indemnifying party’s sole liability, and the indemnified party’s exclusive remedy, for the claims described in this Section.

Exclusion of indirect damages. To the maximum extent permitted by law, neither party will be liable to the other for indirect, incidental, consequential, special, exemplary, or punitive damages, or for loss of profits, revenue, business, goodwill, data, or substitute goods or services, arising out of or relating to this Agreement or the Products, even if advised of the possibility of such damages.

Cap. Except for amounts owed under §11and Customer’s payment obligations, each party’s aggregate liability arising out of or relating to this Agreement and the Products will not exceed the fees paid by Customer to Dunamis Studios for the affected Product in the twelve (12) months preceding the event giving rise to the claim. For Products sold for a one-time license fee, the cap is the amount paid for that license.

AI Output sub-cap. For claims arising out of or relating to AI Output (as described in §7), Dunamis Studios’s aggregate liability will not exceed the lesser of (i) the cap in the preceding paragraph, or (ii) the fees paid by Customer to Dunamis Studios in the three (3) months preceding the event giving rise to the claim for the Product that generated the affected AI Output.

Carve-outs. Nothing in this §12limits a party’s liability for (a) death or personal injury caused by negligence, (b) fraud or fraudulent misrepresentation, (c) gross negligence or willful misconduct, or (d) liability that cannot be limited or excluded under applicable law.

This Agreement starts when Customer first accepts it (whether by purchase, account creation, license activation, or use of a Product) and continues until terminated as set out in this Section.

Termination for convenience.Customer may stop using the Products at any time by canceling subscriptions, deleting the account, and uninstalling licensed software. Customer’s refund eligibility is governed by §15 and the applicable Addendum.

Termination for cause. Either party may terminate this Agreement on written notice if the other party materially breaches and fails to cure the breach within thirty (30) days of written notice of the breach (or immediately, in the case of a breach incapable of cure, including a breach of §6, §8, or §14).

Effect of termination.On termination, Customer’s right to use the Products ends. Each party will return or destroy the other’s Confidential Information. Dunamis Studios will follow the data-deletion process described in the Privacy Policy, subject to retention required by law. Sections that by their nature survive termination (including warranties given as to past performance, indemnification, limitation of liability, governing law, and the general provisions in §21) will survive.

“Confidential Information” means non-public information disclosed by one party (“Discloser”) to the other (“Recipient”) that is identified as confidential or that would reasonably be considered confidential under the circumstances. Customer Data is Customer’s Confidential Information. The Products, the Documentation, and Dunamis Studios’s non-public technical, business, and security information are Dunamis Studios’s Confidential Information.

Recipient will protect Discloser’s Confidential Information using at least the same care it uses for its own confidential information of like importance (and no less than reasonable care), will use Confidential Information only as needed to perform under this Agreement, and will limit access to those of its personnel and contractors who need access and who are bound by written confidentiality obligations at least as protective as those in this Section.

Confidential Information does not include information that (i) is or becomes generally available without Recipient’s breach, (ii) was rightfully in Recipient’s possession without confidentiality obligation before disclosure, (iii) is independently developed by Recipient without use of Discloser’s Confidential Information, or (iv) is rightfully obtained by Recipient from a third party without confidentiality obligation. Recipient may disclose Confidential Information to the extent required by law or legal process, provided that Recipient gives Discloser prompt written notice (where legally permitted) and reasonable cooperation in seeking a protective order.

The general refund framework is described at dunamisstudios.com/refund-policy. Product-specific refund windows, conditions, and exceptions are set in the applicable Addendum and on the product-specific refund-policy page at /refund-policy/{product}. Where an Addendum or product-specific refund page states a window or condition, that statement controls for the affected Product.

Refunds are issued to the original payment method through Stripe. Customer agrees to contact Dunamis Studios at support@dunamisstudios.net before initiating a chargeback with its card issuer. See the Refund Policy for the chargeback discussion.

Nothing in this Section limits rights Customer has under applicable consumer law that cannot be waived by contract.

The Products are subject to United States export control laws and regulations, including the Export Administration Regulations administered by the U.S. Department of Commerce, and to economic sanctions programs administered by the U.S. Department of the Treasury Office of Foreign Assets Control. Dunamis Studios’s desktop software, where it includes mass-market encryption, qualifies under ECCN 5D002.c.1 and is exported under license exception ENC as mass-market software.

Customer represents and warrants that Customer is not located in, organized under the laws of, or ordinarily resident in a country or territory subject to comprehensive U.S. sanctions (currently Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk, Luhansk, Kherson, and Zaporizhzhia regions of Ukraine), is not on the U.S. Department of Treasury Specially Designated Nationals list, the U.S. Department of Commerce Denied Persons or Entity list, or another United States or applicable government restricted-party list, and will not export, re-export, or transfer the Products to a person or destination prohibited by United States law.

Customer will comply with all applicable export control and sanctions laws in connection with the Products, including any obligation to obtain a license or other authorization before export or transfer.

The Uniform Computer Information Transactions Act, as enacted in any United States jurisdiction, does not apply to this Agreement. Florida has not adopted UCITA, and the parties expressly opt out of UCITA in every jurisdiction where opting out is permitted.

Unless an Addendum expressly provides a service-level agreement for the applicable Product, Dunamis Studios provides the Products on commercially reasonable efforts. No uptime guarantee, service credits, or failover arrangements apply. Product performance may depend on Sub-processor availability and response times, which are outside Dunamis Studios’s control.

Governing law. This Agreement and the Products are governed by the laws of the State of Florida, United States, without regard to its conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

FDUTPA pre-suit notice. Before bringing a claim under the Florida Deceptive and Unfair Trade Practices Act (Fla. Stat. §501.201 et seq.) against Dunamis Studios, Customer will deliver written notice describing the alleged conduct and the relief sought to legal@dunamisstudios.net and will allow Dunamis Studios thirty (30) days to respond and, where appropriate, cure or settle.

Arbitration.Except for the carve-outs below, every dispute, claim, or controversy arising out of or relating to this Agreement, the Products, or the relationship between the parties (each a “Dispute”) will be resolved by binding individual arbitration administered by the American Arbitration Association under its Consumer Arbitration Rules (for individuals) or its Commercial Arbitration Rules (for entities), as applicable, by a single arbitrator. The seat of arbitration is Hillsborough County, Florida. The arbitrator may proceed by written submission for claims under US$25,000. The arbitrator may award the same remedies a court could award on an individual basis. Judgment on the award may be entered in a court of competent jurisdiction.

Class action waiver.Each party may bring claims against the other only in its individual capacity, and not as a plaintiff or class member in a purported class, collective, representative, multi-plaintiff, or similar proceeding. The arbitrator may not consolidate more than one person’s claims, may not preside over a representative or class proceeding, and may not award class, collective, or representative relief. If a court determines this waiver is unenforceable in a given Dispute, the arbitration provision is severed for that Dispute and the Dispute will be resolved in court under the Carve-out paragraph below.

Federal Arbitration Act. The arbitration provision is governed by the Federal Arbitration Act, 9 U.S.C. §§1 et seq., and evidences a transaction involving interstate commerce. The arbitrator, not a court, decides threshold questions of arbitrability, except questions about the enforceability of the class-action waiver, which a court decides.

Carve-out.Either party may bring an individual action in small-claims court for a Dispute within that court’s jurisdiction in lieu of arbitration, and either party may seek injunctive or other equitable relief in a court of competent jurisdiction to protect its intellectual property or Confidential Information. Disputes excluded from arbitration are subject to the exclusive jurisdiction of the state and federal courts located in Hillsborough County, Florida, and the parties consent to personal jurisdiction in those courts.

Thirty-day opt-out. Customer may opt out of the arbitration provision and class-action waiver by sending written notice to legal@dunamisstudios.net within thirty (30) days of first accepting this Agreement. The opt-out notice must include Customer’s name, the email address on Customer’s Dunamis Studios account, and a clear statement that Customer wants to opt out of arbitration. An opt-out does not affect the remaining provisions of this Agreement.

The following product-specific addendums are incorporated into this Agreement and apply to the corresponding Products:

• Atelier Terms Addendum — Atelier desktop software.
• Debrief Service Addendum — Debrief HubSpot application.
• Property Pulse Service Addendum — Property Pulse HubSpot application.

Where a Product is added to the Dunamis Studios catalog after this Agreement takes effect, the Addendum for that Product is incorporated upon its publication at the corresponding /terms route. The current authoritative list of Addendums appears at the top of the /terms page.

Order of precedence. In a conflict among the documents that make up the contract between Customer and Dunamis Studios, precedence runs (highest to lowest): a separately executed agreement signed by both parties (such as a Master Services Agreement or Statement of Work), then the applicable EULA for the affected Product, then the applicable Addendum for the affected Product, then this master Terms of Sale, then the Documentation. Each tier controls only on the topic it specifically addresses; on other topics the next tier governs.

Entire agreement. This Agreement, the applicable Addendum, the applicable EULA, the Privacy Policy, the Refund Policy, the Data Processing Addendum where applicable, and any Order or signed agreement constitute the entire agreement between the parties regarding the Products and supersede prior or contemporaneous proposals, communications, and understandings on the same subject.

Changes to this Agreement. Dunamis Studios may update this Agreement from time to time. Material changes will be announced by email to account holders, by an in-product notice, or by a notice on the dunamisstudios.com website at least thirty (30) days before they take effect. Continued use of the Products after the effective date constitutes acceptance of the updated terms. If Customer objects to a material change, Customer may stop using the Products and (where eligible) request a refund under the then-current Refund Policy.

Severability. If a provision of this Agreement is found unenforceable, the remaining provisions remain in full force. The parties intend that the unenforceable provision be replaced by an enforceable provision that comes closest to expressing the original intent.

No waiver.A party’s failure to enforce a provision does not waive its right to enforce the provision later.

Assignment.Customer may not assign or transfer this Agreement (including by operation of law or change of control) without Dunamis Studios’s prior written consent, not to be unreasonably withheld. Dunamis Studios may assign this Agreement to a successor in connection with a merger, acquisition, reorganization, or sale of substantially all assets.

Force majeure. Neither party is liable for delay or failure to perform caused by events beyond its reasonable control, including acts of God, war, terrorism, civil disorder, labor dispute, governmental action, internet or utility outage, or Sub-processor failure, provided that the affected party uses commercially reasonable efforts to resume performance.

Independent contractors. The parties are independent contractors. This Agreement does not create a partnership, joint venture, agency, franchise, fiduciary, or employment relationship.

Notices. Notices to Dunamis Studios must be sent to legal@dunamisstudios.net. Notices to Customer will be sent to the email address on Customer’s account and are effective when sent. Either party may change its notice address on written notice.

Electronic signatures and records.The parties consent to do business electronically. Clicking “I agree,” creating an account, or otherwise indicating assent constitutes an electronic signature with the same effect as a handwritten signature. Records of the parties’ transactions may be kept in electronic form.

U.S. federal customers. The Products are commercial computer software and commercial computer software documentation under FAR 12.212 and DFARS 227.7202. U.S. federal government end users acquire the Products with only the rights stated in this Agreement.

Contact. For questions about this Agreement, email legal@dunamisstudios.net. For product support, email support@dunamisstudios.net. For security issues, see dunamisstudios.com/security.