Terms of Service

1. Agreement to Terms

These Terms of Service (the "Terms") are a binding contract between you and Oryx Technologies LLC ("Oryx Tech," "we," "us," or "our"), doing business as Website Upgraders and Website Upgrader Pro. By creating an account, signing into the dashboard, or otherwise using our websites, APIs, dashboards, or managed-website services (collectively, the "Services"), you agree to these Terms and to our Privacy Policy. If you do not agree, do not use the Services.

These Terms contain a binding arbitration agreement and class-action waiver (Section 14). Please read them carefully.

2. Service Description

Website Upgraders provides managed website services to small businesses, including design, development, hosting, ongoing maintenance, and a multi-tenant dashboard for managing bookings, contacts, newsletters, calendar, and basic analytics. Specific features and limits depend on your plan tier.

3. Eligibility and Accounts

You must be at least 18 years old and able to form a binding contract to use the Services. You are responsible for all activity that occurs under your account. Keep your password and any API keys confidential. Notify us immediately at oryxtechnologiesllc@gmail.com if you suspect unauthorized access.

Accounts are invitation-only. We may decline to provision, suspend, or terminate an account at our discretion, subject to Section 11.

4. Subscriptions, Billing, and Auto-Renewal

Most plans are sold as recurring monthly subscriptions. By starting a subscription you authorize us, through our payment processor Stripe, to charge your payment method on a recurring monthly basis until you cancel.

4.1 Auto-renewal disclosure

• Frequency: Monthly. Your card will be charged on the same calendar day each month (or the last day of the month if your billing day does not exist).
• Amount: The recurring monthly fee for your selected plan, plus any add-ons or applicable taxes. The amount is shown at checkout and on your dashboard's billing page.
• Setup fee: A one-time setup fee may apply for new sites. It is shown and itemized at checkout and is non-refundable once design work begins.
• Auto-renewal: Subscriptions renew automatically each month until cancelled.
• How to cancel: See Section 5.

This disclosure satisfies the Restore Online Shoppers' Confidence Act (ROSCA, 15 U.S.C. § 8401 et seq.), California SB 313 / Business & Professions Code §§ 17600-17606, New York General Business Law § 527-a, and New Hampshire RSA 358-V. We will send a confirmation email at the start of your subscription that includes the auto-renewal terms and the cancellation procedure.

4.2 Failed payments

If a charge fails, we will retry for up to 14 days and notify you by email. If payment cannot be collected, we may suspend the Services. Suspended sites remain accessible under a temporary "account-on-hold" placeholder for 30 days, after which we may take the site offline and delete the underlying data per the Privacy Policy retention schedule.

4.3 Price changes

We may change subscription prices with at least 30 days' notice by email and on the dashboard. Price changes take effect at the start of the next billing cycle. If you do not accept a price change, you may cancel before it takes effect.

5. Cancellation and Refunds

You may cancel a monthly subscription at any time. Cancellation takes effect at the end of the current billing period -- your site stays online and your dashboard remains usable until that date. We do not pro-rate refunds for the unused portion of a billing month.

How to cancel online (under ninety seconds): Log in to your dashboard, open the Billing page from the left sidebar, click Cancel subscription, and confirm. Cancellation is immediate in our records and takes effect at the end of your current billing period. This online flow is available to the business owner on the account and satisfies California SB 313 / Business & Professions Code §§ 17600 et seq. as the same method by which you signed up.

How to cancel by email (alternative): Email us at oryxtechnologiesllc@gmail.com from the email address on your account, with the subject line "Cancel subscription." We will confirm the cancellation by email within two business days.

Setup fees are non-refundable once design work begins. Monthly fees already charged are non-refundable except where required by law (e.g. cooling-off rights in certain jurisdictions).

After cancellation: Your site remains accessible for 30 days. You may export your data through the dashboard's export tool during that window. After 30 days we take the site offline and delete your data per the Privacy Policy retention schedule.

6. Acceptable Use

You agree not to use the Services to:

• Violate any law, regulation, or third-party right
• Send spam, unsolicited commercial email, or any communication that violates the CAN-SPAM Act, TCPA, or similar laws
• Distribute malware, run phishing operations, mine cryptocurrency, or attempt to gain unauthorized access to systems or data
• Host, distribute, or link to content that is unlawful, defamatory, obscene, harmful to minors, sexually explicit involving any person, harassing, hateful, or that infringes intellectual-property rights
• Operate adult content, illegal pharmacies, gambling not authorized in the jurisdiction served, weapons sales, multi-level marketing schemes, or other high-risk businesses without our prior written approval
• Interfere with, probe, or disrupt the Services, our infrastructure, or other users
• Reverse engineer, decompile, or attempt to extract the source code of the Services, except to the extent expressly permitted by law
• Resell, sublicense, or provide the Services to third parties as a service bureau without our written consent

We may investigate suspected violations and suspend accounts that pose a risk to other users or to the platform's reputation, as described in Section 11.

7. Intellectual Property

Platform. The Services, including the dashboard application code, our internal libraries, our designs, our trademarks, and all related intellectual property, are owned by Oryx Tech. We grant you a limited, non-exclusive, non-transferable, revocable license to use the Services during your subscription, subject to these Terms.

Your content. You retain all rights to content you provide (text, images, logos, video, customer lists, etc., collectively "Your Content"). By using the Services, you grant Oryx Tech a non-exclusive, worldwide, royalty-free license to host, store, copy, transmit, display, and process Your Content solely as necessary to provide and improve the Services. This license ends when you delete Your Content or close your account, subject to standard backup and retention windows.

Custom site design. Upon full payment of the applicable setup fee, you receive a perpetual, royalty-free license to use the custom visual design we deliver for your site. We retain ownership of underlying tooling, libraries, templates, and any code or design components that are not unique to your site.

Feedback. If you give us suggestions or feedback, we may use them without restriction or compensation.

8. DMCA and Copyright

We respect intellectual-property rights. To report copyright infringement on a site we host, see our DMCA Policy. Repeat infringers will have their accounts terminated.

9. Data, Backups, and Export

We perform automatic database backups with point-in-time recovery as part of normal operations. You are responsible for maintaining your own copies of business-critical data. Tenant administrators may export their organization's data at any time through the dashboard's export tool. We will assist with reasonable one-time exports on request.

10. Disclaimers

THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. TO THE FULLEST EXTENT PERMITTED BY LAW, ORYX TECH DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR THAT DEFECTS WILL BE CORRECTED. WE TARGET BUT DO NOT GUARANTEE 99.9% UPTIME.

11. Suspension and Termination

We may suspend or terminate your account, with or without notice, if (a) you materially breach these Terms, (b) your use of the Services creates a security, legal, or reputational risk to us or to other users, (c) you fail to pay amounts when due, or (d) we are required to do so by law. Where reasonable, we will give you notice and an opportunity to cure.

You may terminate by cancelling per Section 5. On any termination, the licenses we grant you end, and we may delete your data per the Privacy Policy retention schedule. Sections that by their nature should survive termination (intellectual property, indemnification, disclaimers, limitation of liability, dispute resolution, and the general provisions) survive.

12. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, ORYX TECH AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS, ARISING OUT OF OR RELATED TO THE SERVICES, EVEN IF WE WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

OUR TOTAL CUMULATIVE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THE SERVICES OR THESE TERMS WILL NOT EXCEED THE AMOUNT YOU PAID US IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR ONE HUNDRED U.S. DOLLARS ($100), WHICHEVER IS GREATER. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO THIS LIMITATION MAY NOT APPLY TO YOU.

13. Indemnification

You will defend, indemnify, and hold harmless Oryx Tech and its officers, directors, employees, and agents from and against any third-party claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of (a) Your Content; (b) your use of the Services in violation of these Terms or applicable law; (c) your infringement or misappropriation of any third-party right, including intellectual-property rights; and (d) any communications you send through the Services. We will give you prompt written notice of any claim and reasonable cooperation in the defense, and you will not settle any claim affecting our rights without our prior written consent.

14. Governing Law, Arbitration, and Class-Action Waiver

Governing law. These Terms and any dispute arising out of or related to them or the Services are governed by the laws of the State of New Hampshire, USA, without regard to conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

Informal resolution first. Before filing any formal claim, you agree to attempt to resolve the dispute with us informally by emailing oryxtechnologiesllc@gmail.com with a description of the dispute and your desired resolution. We will respond within 30 days.

BINDING ARBITRATION. Any dispute that cannot be resolved informally will be resolved by binding individual arbitration administered by the American Arbitration Association under its Consumer Arbitration Rules, in Hillsborough County, New Hampshire (or remotely by agreement). The arbitrator may award the same individual relief a court could award; the arbitrator may not consolidate claims or preside over any form of representative or class proceeding. Judgment on the arbitrator's award may be entered in any court of competent jurisdiction. The Federal Arbitration Act governs the interpretation and enforcement of this section.

CLASS-ACTION WAIVER. YOU AND ORYX TECH AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. If this class-action waiver is found unenforceable, then the entirety of this Section 14 (arbitration and class-action waiver) is null and void, and the dispute will be resolved in the state or federal courts located in Hillsborough County, New Hampshire.

Opt-out. You may opt out of the arbitration agreement by emailing oryxtechnologiesllc@gmail.com within 30 days of first accepting these Terms, with the subject line "Arbitration opt-out" and your full name and the email on your account.

Exceptions. Either party may bring an individual action in small-claims court for any qualifying claim, and either party may seek injunctive relief in a court of competent jurisdiction to protect intellectual-property rights.

15. Changes to the Terms

We may update these Terms from time to time. For material changes we will provide at least 30 days' notice by email or through the dashboard before the changes take effect. Your continued use of the Services after the effective date constitutes acceptance. If you do not agree to the change, you may cancel under Section 5 before it takes effect.

16. General

• Entire agreement. These Terms, together with the Privacy Policy and the DMCA Policy, are the entire agreement between you and Oryx Tech regarding the Services and supersede any prior agreement.
• Severability. If any provision of these Terms is held invalid or unenforceable, the remaining provisions remain in full force and effect.
• No waiver. Our failure to enforce any provision is not a waiver of that or any other provision.
• Assignment. You may not assign these Terms without our prior written consent. We may assign these Terms in connection with a merger, acquisition, or sale of assets.
• Force majeure. Neither party is liable for failures or delays caused by events beyond its reasonable control.
• Notices. Notices to you will be sent to the email address associated with your account. Notices to us must be sent to oryxtechnologiesllc@gmail.com.

17. Contact

Oryx Technologies LLC (doing business as Website Upgraders). Postal address: 33 Clementi Ln, Methuen, MA 01844, USA. Email: oryxtechnologiesllc@gmail.com.