Terms of Service

Effective October 28, 2026 · Last updated October 28, 2026

1. Who we are and what these Terms cover

These Terms of Service (the "Terms") are a binding agreement between you and JPX Studios LLC, a New York limited liability company ("JPX Studios", "we", "us" or "our"). They govern your access to and use of JPX Desk, including the websites at jpxdesk.com, app.jpxdesk.com and site.jpxdesk.com, the JPX Desk web application, its client-facing proposal, signing and payment pages, its Model Context Protocol ("MCP") server, its application programming interfaces, and every related feature, tool, update and document we make available (together, the "Service").

"You" and "Customer" mean the person who creates or uses a JPX Desk account and, where that person acts for a business, that business. If you accept these Terms on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that entity, and "you" refers to that entity as well as to you personally.

Our Privacy Policy explains how we handle personal information and forms part of these Terms. Where these Terms and the Privacy Policy address the same subject, the provisions most protective of JPX Studios apply, to the extent permitted by law.

2. Accepting these Terms, eligibility and business use

By creating an account, signing in, connecting any tool to the Service, clicking to accept these Terms, or otherwise accessing or using the Service, you agree to these Terms. If you do not agree, you must not access or use the Service.

The Service is designed for and offered only to businesses and independent professionals for business purposes. It is not offered to consumers for personal, family or household use. You represent that you are at least 18 years old, that you have full legal capacity to enter into this agreement, that you are not barred from receiving services under the laws of the United States or any other applicable jurisdiction, and that you will use the Service only in connection with your trade, business or profession.

3. Early access, preview features and changes to the Service

JPX Desk is currently offered as an early access, invitation-only service. You acknowledge that the Service is under active development, that it may contain errors, defects, interruptions and incomplete features, and that features labeled early access, preview, beta, alpha, experimental, coming soon or similar ("Preview Features") are provided for evaluation and may never be released in final form.

We may add, change, suspend, limit or remove any part of the Service, including any integration, tool, connector, AI feature or Preview Feature, at any time, with or without notice, and we will have no liability to you for doing so. Some features available to JPX Studios internally, including marketing and campaign tools, may be unavailable, restricted or disabled for your account.

Because early access is a private program, you agree to keep non-public information about the Service, including unreleased features, screens, documentation, pricing and our communications with you about them, confidential, and not to share it with anyone outside your business without our written permission. We may ask you for feedback during early access, and we may end your early access at any time, including if you do not take part.

4. Your account and its security

You must provide accurate and complete information when you create an account and keep it current. You are solely responsible for all activity that occurs under your account, whether or not you authorized it, including all activity by any AI tool, assistant, agent, application, integration or person that you allow to sign in to or act through your account.

You are responsible for safeguarding your passwords, passkeys, devices, recovery methods, API keys and every credential for every third-party account you connect. You must notify us promptly at hello@jpxstudios.com if you suspect any unauthorized access to your account. We are not liable for any loss or damage arising from your failure to protect your credentials, devices or connected accounts, or from any access gained using them.

An account opened for a business belongs to that business, not to the individual who created it or who uses it day to day. If there is a dispute about who controls an account, for example between business partners or between a business and a former employee or contractor, we may decide it in our reasonable discretion based on evidence such as the email domain, business registration, tax and payment details and the connected accounts, and we may suspend the account until the dispute is resolved. We are not liable for any decision we make in good faith about account ownership.

5. Your content and your clients' information

"Customer Content" means all information, data, text, files, images, emails, contracts, proposals, prices, notes, client details, lead details, crew details, payment records, house rules, prompts, instructions and other material that you or anyone acting for you (including any AI tool you connect) submits to, imports into, creates in, sends through or retrieves from the Service. As between you and us, you own your Customer Content.

You grant JPX Studios a worldwide, non-exclusive, royalty-free license to host, store, copy, process, transmit, display and otherwise use Customer Content only as needed to provide, secure, maintain, support and improve the Service, to comply with law, and as you direct, including by transmitting Customer Content to any third-party service you connect or instruct the Service to contact.

You are solely responsible for your Customer Content, for its accuracy, quality, integrity and legality, and for how you collected it. You represent and warrant that you have, and will maintain, every right, license, consent, notice and lawful basis required to submit Customer Content to the Service and to have it processed as described in these Terms and the Privacy Policy, including any disclosure of that content to AI tools and other third-party services you choose to connect.

6. Your responsibilities to your clients and to the law

You use the Service to deal with your own clients, leads, crew, vendors and other people ("Your Contacts"). You, and not JPX Studios, are the party responsible to Your Contacts. In particular, you are solely responsible for:

• giving Your Contacts any privacy notice, and obtaining any consent, that the law requires for collecting their information, storing it in the Service, emailing them, tracking activity on proposal pages you send them, and sharing their information with AI tools or other third parties;
• the content, pricing, terms, legal effect and enforceability of every proposal, contract, invoice, receipt, email and other document you create or send using the Service, whether written by you, by a template, by our software or by an AI tool;
• complying with every law that applies to your business, including consumer protection, electronic signature, e-commerce, privacy, data protection, data security, anti-spam and email marketing laws (including the CAN-SPAM Act), tax, licensing and employment laws;
• every email, reminder, follow-up and other message sent from or through the Service on your behalf, whether it is sent from your own connected mailbox or from a shared sending address we operate, including honoring unsubscribe requests and keeping within any sending limits we set. You are the sender of these messages for all legal purposes;
• responding to requests from Your Contacts to access, correct, delete or stop processing their information; and
• any dispute between you and any of Your Contacts.

JPX Studios is not a party to any agreement between you and Your Contacts, does not provide legal, tax, accounting or financial advice, and does not review, approve or guarantee any document you create or send.

7. Connecting AI tools and MCP clients

7.1 What an AI connection is

The Service lets you connect artificial intelligence products, assistants, agents, chat applications and other software that act as MCP clients or otherwise access the Service on your behalf, including products offered by Anthropic (Claude), OpenAI (ChatGPT), xAI (Grok) and any other provider (each an "AI Tool", and each company that provides one an "AI Provider"). When you connect an AI Tool, you sign in and grant it permission to read, and if you choose, to create, change and send, information in your JPX Desk account by calling the tools our MCP server exposes.

7.2 Connecting an AI Tool is your choice and your instruction

Connecting an AI Tool is entirely optional. The Service works without one. If you connect an AI Tool, you do so voluntarily, at your own discretion and at your own risk, and you expressly instruct and authorize JPX Studios to transmit to that AI Tool whatever Customer Content, including personal information about you and Your Contacts, that AI Tool requests through the access you granted. Every such transmission is made at your direction, on your behalf, and as your agent for that limited purpose. It is not a sale, disclosure or sharing of information by JPX Studios for its own purposes.

7.3 Once information reaches an AI Tool, it is outside our control

When Customer Content is sent to an AI Tool, it leaves the Service and is received, processed, stored and used by the AI Provider under that AI Provider's own terms of service, privacy policy, data processing terms, retention settings and security practices, and under the settings of your own account with that AI Provider. JPX Studios has no contract with the AI Provider governing your data, does not operate, host, control, monitor, audit or have access to any AI Tool or AI Provider system, and does not receive, keep or have access to your conversations, prompts, uploaded files or outputs in that AI Tool, except for the specific tool calls and responses exchanged with our MCP server.

Accordingly, and to the fullest extent permitted by law, JPX Studios LLC has no responsibility and no liability whatsoever for any information you, your personnel or your AI Tool share with, send to, upload to, paste into, retrieve into or otherwise make available to any AI Tool or AI Provider, or for anything that happens to that information afterwards, including without limitation:

• how the AI Provider collects, uses, stores, retains, analyzes, shares, sells, discloses, transfers or deletes it, or fails to delete it;
• whether the AI Provider uses it to train, fine-tune, evaluate or improve any model or product, or makes it available for human review;
• where in the world it is stored or processed, and which laws or government authorities can reach it there;
• any security incident, data breach, unauthorized access, loss, corruption, leak or exposure of it at or through the AI Provider, its subprocessors or its users;
• any disclosure of it by the AI Provider in response to legal process or for any other reason;
• the AI Provider's compliance or non-compliance with any law, regulation, industry standard, contractual promise or published policy; and
• any copy of your information that remains in an AI Tool's memory, history, logs, projects, caches or backups after you disconnect it or delete it from JPX Desk.

Your relationship with each AI Provider, including any rights or remedies you may have regarding your information, is solely between you and that AI Provider. You are responsible for reading, accepting and complying with each AI Provider's terms and policies, for choosing appropriate account settings (such as data training, retention and memory settings), and for deciding whether an AI Tool is appropriate for the kind of information in your account before you connect it.

7.4 Everything an AI Tool does in your account is your act

Any request, tool call, instruction, change, message, email, proposal, status change, payment record, hold, lead update or other action that an AI Tool makes in or through the Service using access you granted is deemed to be made by you and on your authority, whether or not you personally reviewed it, intended it or expected it. You are solely responsible for every such action and its consequences, including any email or document that reaches Your Contacts, any change to prices, terms, dates or records, and any money requested, recorded or refunded.

The Service may ask you to confirm certain actions before they take effect, may label content from outside sources as untrusted, and may limit what a connection can do based on the permissions you choose. These are conveniences, not guarantees. They may not catch every harmful, mistaken or unintended action, and they do not shift any responsibility to JPX Studios. You must review every confirmation carefully before you approve it.

7.5 AI output is not reliable and is not our advice

AI Tools can and do produce output that is inaccurate, incomplete, outdated, biased, offensive, infringing, legally insufficient or simply wrong, and they can misread instructions, invent facts, figures, dates, prices and terms, or take actions you did not intend. Output generated by an AI Tool, whether shown to you in the AI Tool or saved into JPX Desk, is not created, reviewed, verified or endorsed by JPX Studios and is not legal, financial, tax or professional advice. You must independently review and verify all AI output before relying on it, saving it, signing it or sending it to anyone. JPX Studios is not responsible or liable for any AI output or for any decision, action or omission you or anyone else takes based on it.

7.6 Prompt injection and untrusted content

Emails, inquiry forms, documents and other content that arrive in your account from outside parties may contain hidden or misleading instructions designed to manipulate an AI Tool into revealing information or taking actions you did not intend ("prompt injection"). When you allow an AI Tool to read such content, you accept the risk that it may be manipulated. JPX Studios is not responsible for any disclosure, action or loss caused by prompt injection or by any other manipulation, misuse or malfunction of an AI Tool.

7.7 Your AI accounts, keys and costs

You must have your own account with each AI Provider. You are solely responsible for all subscriptions, usage fees, API charges, taxes and other costs charged by AI Providers, including any charges that result from an AI Tool's use of the Service. Where the Service lets you store an API key for an AI Provider, you authorize us to use that key to make requests on your behalf, and you remain responsible for every charge incurred with it.

7.8 Disconnecting

You can revoke an AI Tool's access to JPX Desk at any time from your settings. Revoking access stops new requests from that AI Tool to the Service. It does not delete, recall or retrieve any information the AI Tool or AI Provider already received, and we cannot do that for you. To remove information from an AI Tool, you must use that AI Provider's own tools or contact it directly.

7.9 Information from Your Contacts

Before you connect an AI Tool to an account that holds information about Your Contacts, you are solely responsible for determining whether you are permitted to share that information with the AI Provider, and for giving any notice and obtaining any consent the law requires. You will not use an AI Tool to share with any AI Provider any information you are prohibited by law or contract from sharing.

7.10 Not an endorsement

References on our websites to any AI Tool or AI Provider, including the names and logos of Claude, ChatGPT and Grok, describe compatibility only. They do not mean that JPX Studios is affiliated with, sponsored by or endorsed by any AI Provider, or that we endorse, warrant or take responsibility for any AI Tool. All such names and marks belong to their respective owners.

7.11 Rules for AI connections

An AI Tool may use the Service only through the sign-in and tools we provide, using credentials we issue for it, and only within the permissions you grant. You will not use, and will not allow any AI Tool to use, an AI connection to copy or extract data in bulk beyond what a task needs, to probe, scan or stress the Service, to get around rate limits, permissions or confirmations, or to access any account that is not yours. We may set and change limits on AI connections, and we may require you to reconfigure, or we may suspend or disconnect, any AI Tool that we believe breaks these rules, puts the Service or other customers at risk, or behaves unexpectedly. We keep records of AI connections and the requests they make, and you can review them in your settings.

7.12 Your instructions to AI Tools

The Service may give AI Tools instructions, descriptions and house rules, including rules you write or approve, so that they behave the way you want. You are solely responsible for the instructions you give any AI Tool, for any house rules, prompts, templates or settings you write, change or approve, and for the results of following them. An AI Tool may ignore, misread or depart from any instruction, and we do not guarantee that any AI Tool will follow the Service's instructions or yours.

7.13 Sensitive information and decisions about people

You will not use any AI Tool through the Service to process payment card numbers, bank account numbers, government identification numbers, health or medical information, biometric data, information about children or other sensitive categories of personal information, or to make decisions that have legal or similarly significant effects on any person, such as decisions about employment, credit, housing or insurance, without meaningful review by a person and every notice and consent the law requires.

7.14 Output rights and similarity

As between you and us, you own the output an AI Tool produces for you, to the extent any rights in it exist. AI output may be the same as or similar to output produced for others, may not be protected by copyright, and may include material that belongs to someone else. We make no promise that any AI output is original, owned by you, or free of third-party rights, and you are responsible for checking before you use it.

7.15 Availability of AI connections

AI connections depend on AI Providers, protocols and third-party systems that we do not control and that can change without notice. We do not promise that any AI Tool will be supported, will keep working, or will work the same way over time, and no service level or uptime commitment applies to AI connections. We may stop supporting any AI Tool or AI Provider at any time.

7.16 Your indemnity for AI use

Without limiting Section 17, you will defend, indemnify and hold harmless JPX Studios and the other Released Parties (defined in Section 17) from and against any and all claims, demands, investigations, losses, damages, fines, penalties, liabilities, costs and expenses, including reasonable attorneys' fees, arising out of or relating to any AI Tool you connect, any information shared with any AI Tool or AI Provider through your account, any action an AI Tool takes through your account, or any AI output you use, save or send.

7.17 This section prevails and survives

This Section 7 applies in addition to, and is not limited by, any other part of these Terms. If anything elsewhere in these Terms or in any other document conflicts with this Section 7, this Section 7 controls. This Section 7 survives the disconnection of any AI Tool and the termination or expiration of these Terms and of your account.

8. Other third-party services you connect

The Service can work with other services you choose to connect, including email providers such as Google Workspace, Gmail and Migadu, calendar services such as Apple iCloud, payment processors such as Stripe, and email delivery providers (each a "Third-Party Service"). Each Third-Party Service is provided by its own provider under its own terms and privacy policy. When you connect one, you authorize us to access and exchange information with it on your behalf as needed to provide the features you use.

JPX Studios does not control and is not responsible or liable for any Third-Party Service, its availability, security, accuracy, policies or practices, any change to or discontinuation of it, or any information you choose to share with it. The disclaimers and limits that apply to AI Tools and AI Providers in Section 7.3, 7.7, 7.8 and 7.10 apply in the same way to Third-Party Services and their providers.

9. Payments between you and your clients

The Service can help you request deposits and balances, record payments, issue invoices and receipts, and show bank transfer details that you provide. Card payments are processed by Stripe through your own Stripe account, under your own agreement with Stripe, including the Stripe Services Agreement and, where you connect through us, the Stripe Connected Account Agreement, which you accept directly with Stripe. You are the merchant of record for every payment from Your Contacts. When you connect Stripe, you authorize us to access information about your Stripe account and its payments, and to create payment links and similar objects on your behalf, as needed to provide the Service. You can disconnect Stripe at any time, which stops the Service from creating new payment requests but does not cancel payments already made or requested.

JPX Studios does not receive, hold, transmit or control your clients' funds, is not a payment processor, money transmitter, bank, escrow agent or marketplace, and is not a party to any payment between you and Your Contacts. You are solely responsible for every payment you request or accept, for your prices, taxes, invoices and receipts, and for every refund, chargeback, dispute, reversal, fee, fine, penalty and loss relating to those payments. Payment records shown in the Service are for your convenience and may be incomplete or delayed. Your bank, Stripe and your own accounting records control.

10. Acceptable use

You will not, and will not allow any person or AI Tool to:

• use the Service in violation of any law, or to infringe, misappropriate or violate anyone's rights, including privacy and intellectual property rights;
• send spam, unlawful marketing, phishing, deceptive or harassing messages, or messages to people who have not agreed to receive them where consent is required;
• upload or transmit malware, or content that is unlawful, defamatory, obscene, exploitative of minors, or that you do not have the right to share;
• store payment card numbers, government identification numbers, health information or other special categories of sensitive data in the Service, except as a Service feature is expressly designed to handle them;
• probe, scan or test the vulnerability of the Service, bypass any security or rate limit, or access any account or data that is not yours;
• copy, resell, sublicense, frame or reverse engineer the Service, or use it to build a competing product;
• use the Service in or for the benefit of any country, person or entity subject to United States sanctions or export restrictions, or in violation of any export control law;
• use any AI output from the Service to develop or train a competing product or AI model, or present AI output as written entirely by a person where that would be misleading or unlawful; or
• interfere with or overload the Service or the experience of other customers.

11. Fees

Early access to the Service is currently provided without charge unless we agree otherwise with you in writing. We may introduce fees for the Service or any feature in the future. If we do, we will tell you in advance, and you may stop using the Service before the fees apply. Costs charged by Third-Party Services and AI Providers are always your responsibility.

12. Our intellectual property and your feedback

The Service, including its software, design, text, graphics, templates, workflows, documentation and the JPX Desk and JPX Studios names and logos, is owned by JPX Studios and its licensors and is protected by intellectual property laws. Subject to these Terms, we grant you a limited, revocable, non-exclusive, non-transferable, non-sublicensable right to use the Service for your internal business purposes while your account is active. All rights not expressly granted are reserved.

If you give us ideas, suggestions or other feedback about the Service, we may use it freely, without any obligation or payment to you.

If you believe material in the Service infringes your copyright, send a notice to hello@jpxstudios.com that identifies the work, the material and where it appears, your contact details, a statement that you believe in good faith the use is not authorized, and a statement under penalty of perjury that your notice is accurate and that you are the owner or are authorized to act for the owner. We may remove material and may close the accounts of repeat infringers.

13. Aggregated and service data

We may collect and use technical, usage and performance information about the Service, and may create de-identified or aggregated information that does not identify you, Your Contacts or any individual, to operate, secure, maintain and improve the Service. We will not use Customer Content to train any artificial intelligence model.

14. Suspension, termination and your data

You may stop using the Service and ask us to close your account at any time. We may suspend or terminate your access to all or part of the Service at any time, with or without notice, if we believe you have breached these Terms, if your use creates risk or possible legal exposure for us or others, if required by law, or if we discontinue the Service or your early access.

After termination, we may delete your account and Customer Content. On request made within 30 days after termination, we will use reasonable efforts to provide an export of your Customer Content in a format we choose, unless prohibited by law. We have no obligation to keep Customer Content after that period, except where the law requires it. We may also set reasonable limits on storage and on how long certain records are kept, and we may close an account that has been inactive for twelve months or more after giving notice to its email address. Sections 5, 6, 7, 8, 9 and 12 through 21 survive termination.

15. Disclaimers

THE SERVICE, INCLUDING ALL PREVIEW FEATURES, ALL CONNECTIONS TO AI TOOLS AND THIRD-PARTY SERVICES, AND ALL CONTENT, TEMPLATES AND OUTPUT, IS PROVIDED "AS IS" AND "AS AVAILABLE", WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY LAW, JPX STUDIOS DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, QUIET ENJOYMENT AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE, THAT ANY DATA WILL BE ACCURATE, PRESERVED OR NOT LOST, THAT ANY EMAIL, PROPOSAL, SIGNATURE, REMINDER, CALENDAR EVENT OR PAYMENT REQUEST WILL BE DELIVERED OR WILL WORK AS INTENDED, OR THAT ANY DOCUMENT CREATED WITH THE SERVICE WILL BE LEGALLY VALID OR ENFORCEABLE. YOU ARE RESPONSIBLE FOR KEEPING YOUR OWN BACKUP COPIES OF IMPORTANT INFORMATION.

16. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL JPX STUDIOS OR ANY OTHER RELEASED PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BOOKINGS, CLIENTS, GOODWILL, DATA OR BUSINESS OPPORTUNITY, OR THE COST OF SUBSTITUTE SERVICES, ARISING OUT OF OR RELATING TO THE SERVICE OR THESE TERMS, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EVEN IF ADVISED OF THEIR POSSIBILITY.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, JPX STUDIOS AND THE OTHER RELEASED PARTIES WILL HAVE NO LIABILITY AT ALL FOR ANY CLAIM, LOSS OR DAMAGE ARISING OUT OF OR RELATING TO ANY AI TOOL, AI PROVIDER, AI OUTPUT, THIRD-PARTY SERVICE, PAYMENT BETWEEN YOU AND YOUR CONTACTS, OR ANY INFORMATION YOU OR ANY AI TOOL SHARE WITH ANY OF THEM.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE TOTAL AGGREGATE LIABILITY OF JPX STUDIOS AND ALL OTHER RELEASED PARTIES FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE SERVICE OR THESE TERMS WILL NOT EXCEED THE GREATER OF (A) THE AMOUNTS YOU PAID JPX STUDIOS FOR THE SERVICE IN THE TWELVE MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM AND (B) ONE HUNDRED U.S. DOLLARS (US $100).

These limits are an essential basis of the bargain between you and us and apply even if any remedy fails of its essential purpose. Some jurisdictions do not allow certain exclusions or limits, so some of them may not apply to you. In that case our liability is limited to the smallest amount the law permits.

17. Indemnification

You will defend, indemnify and hold harmless JPX Studios and its members, managers, officers, employees, contractors, agents, successors and assigns (together with JPX Studios, the "Released Parties") from and against any and all claims, demands, suits, investigations, losses, damages, fines, penalties, liabilities, costs and expenses, including reasonable attorneys' fees, arising out of or relating to: (a) your Customer Content; (b) your use of the Service, including use through any AI Tool or Third-Party Service; (c) your dealings with Your Contacts, including any proposal, contract, email, payment, refund, chargeback or dispute; (d) your breach of these Terms or of any law; or (e) your violation of any right of any third party. We may take control of the defense of any claim at your expense, and you will cooperate with us. You may not settle any claim that affects a Released Party without our prior written consent.

To the maximum extent permitted by law, you release the Released Parties from all claims, known and unknown, arising out of or relating to any dispute between you and any of Your Contacts, any AI Provider or any provider of a Third-Party Service. If you are a California resident, you waive California Civil Code Section 1542, which says: "A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party." You waive any similar law of any other jurisdiction.

18. Dispute resolution and binding arbitration

18.1 Governing law

These Terms and any dispute arising out of or relating to them or the Service are governed by the laws of the State of New York, without regard to conflict of laws rules, except that the Federal Arbitration Act governs the interpretation and enforcement of this Section 18.

18.2 Talk to us first

Before starting arbitration or any court case, the party with the claim must send the other a written notice describing the claim, the facts behind it and the relief requested. Notices to us go to hello@jpxstudios.com. Notices to you go to the email address on your account. Both parties will then try in good faith to resolve the dispute informally for at least 30 days, including by a call if either party asks. Any deadline for bringing the claim is paused during those 30 days. A party may not start arbitration until this process is complete.

18.3 Agreement to arbitrate

Except as stated in Section 18.4, any dispute, claim or controversy between you and JPX Studios or any other Released Party arising out of or relating to these Terms, the Privacy Policy, the Service, any AI Tool or Third-Party Service used with it, or our relationship, whether based on contract, tort, statute, fraud, misrepresentation or any other legal theory, and whether it arose before or after you accepted these Terms (a "Dispute"), will be resolved exclusively by final and binding individual arbitration. The arbitrator, and not any court, decides all questions about the scope, validity, enforceability and arbitrability of this Section 18, except as stated in Sections 18.6 and 18.9.

18.4 Exceptions

Either party may instead (a) bring an individual claim in a small claims court in New York County, New York, or in the county where you have your principal place of business, as long as it stays there and proceeds on an individual basis; and (b) ask any court of competent jurisdiction for an injunction or other equitable relief to stop the actual or threatened infringement or misuse of its intellectual property, confidential information or the security of the Service.

18.5 How arbitration works

The arbitration will be administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules in effect when the arbitration is filed, as modified by this Section 18, before a single neutral arbitrator. The seat of arbitration is New York, New York. Where the total amount claimed is $25,000 or less, the arbitration will be decided on written submissions only, unless the arbitrator decides a hearing is needed; any hearing may be held by video. The arbitrator may award any individual relief that a court could award under applicable law and these Terms, including the limitations in Sections 15 and 16, but only in favor of the individual party seeking relief and only to the extent needed to resolve that party's individual claim. The arbitrator will give a written decision stating the essential reasons. Judgment on the award may be entered in any court of competent jurisdiction. Except as the law requires, the arbitration and its result are confidential.

Filing, administration and arbitrator fees are paid as set out in the AAA rules. Each party bears its own attorneys' fees and costs, except that the arbitrator may award fees and costs where the law or these Terms allow it, and may award them against a party whose claim or defense was frivolous or brought for an improper purpose.

18.6 No class or representative actions

YOU AND JPX STUDIOS EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, PRIVATE ATTORNEY GENERAL OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PARTY'S CLAIMS OR PRESIDE OVER ANY FORM OF CLASS OR REPRESENTATIVE PROCEEDING.

If a court finds that this Section 18.6 cannot be enforced for a particular claim or request for relief, that claim or request (and only that one) will be severed and decided by a court under Section 18.10 after the individual arbitration of all other claims is finished, and the rest of this Section 18 still applies. A court, not an arbitrator, decides whether this Section 18.6 is enforceable.

18.7 Jury trial waiver

TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU AND JPX STUDIOS EACH WAIVE ANY RIGHT TO A TRIAL BY JURY IN ANY DISPUTE, WHETHER IN ARBITRATION OR IN COURT.

18.8 Your right to opt out

You may opt out of arbitration under this Section 18 by emailing hello@jpxstudios.com within 30 days after you first accept these Terms, with the subject line "Arbitration opt-out" and your name, business name and account email. If you opt out, Disputes will be decided by a court under Section 18.10, and Sections 18.6 and 18.7 still apply. Opting out has no effect on any other part of these Terms or on any earlier or later agreement to arbitrate with us.

18.9 Mass filings

If 25 or more similar demands for arbitration are filed against JPX Studios by the same or coordinated counsel or entities within 90 days, they will be administered in batches of up to 25, with one arbitrator for each batch, and the AAA's mass arbitration rules and fee schedule will apply where available. The parties will work in good faith to resolve the first batch before the next is filed, and any deadline for the claims waiting their turn is paused while they wait. A court may enforce this Section 18.9.

18.10 Courts

Any Dispute that is not subject to arbitration, any Dispute of a party who validly opted out, and any action to compel arbitration, to confirm, modify or vacate an award, or for the relief in Section 18.4(b), must be brought exclusively in the state or federal courts located in New York County, New York, and you and JPX Studios consent to the personal jurisdiction of and venue in those courts.

18.11 Time limit and changes

Any Dispute must be brought within one year after it arose, or it is permanently barred, to the extent the law allows. If we make a material change to this Section 18, the change will not apply to any Dispute of which we had written notice before the change took effect, and you may reject the change by emailing us within 30 days after it is posted, in which case the version of this Section 18 you last accepted continues to apply. If any part of this Section 18, other than Section 18.6, is found unenforceable, the rest of it still applies.

19. Changes to these Terms

We may update these Terms from time to time. When we do, we will change the "Last updated" date above and, for material changes, give you notice by email, in the Service or on this page. Changes take effect when posted unless we say otherwise. Your continued use of the Service after changes take effect means you accept them. If you do not agree, you must stop using the Service.

20. General

These Terms, together with the Privacy Policy and any written order or agreement we sign with you, are the entire agreement between you and JPX Studios about the Service and supersede all prior understandings. If any provision is found unenforceable, it will be enforced to the maximum extent permitted and the rest of these Terms will remain in effect. Our failure to enforce any provision is not a waiver. You may not assign these Terms without our prior written consent. We may assign them, including in connection with a merger, acquisition or sale of assets. Nothing in these Terms creates a partnership, joint venture, employment or agency relationship, except the limited agency described in Section 7.2. We are not liable for any delay or failure caused by events beyond our reasonable control, including failures of Third-Party Services, AI Providers, hosting providers or the internet. Headings are for convenience only, and "including" means "including without limitation". Notices to you may be sent to the email address on your account.

Electronic communications and signatures. You agree to receive agreements, notices, disclosures and other communications from us electronically, by email, in the Service or on our websites, and you agree that they satisfy any legal requirement that they be in writing. You agree that clicking to accept, signing in to accept, or using the Service is your electronic signature on these Terms with the same effect as a handwritten signature. Electronic signatures that Your Contacts give through the Service are captured for you as a convenience. Whether a particular document is valid and enforceable depends on your document, your process and the law that applies to it, and we do not guarantee it.

Rights that cannot be waived. Nothing in these Terms limits any right or remedy that cannot be limited or excluded under the law that applies to you. Where a provision cannot be enforced as written, it applies to the greatest extent the law allows.

21. Contact

JPX Studios LLC
New York, New York
hello@jpxstudios.com