Empress Platform Terms

Studio Makker LLC — Empress

Version: draft, not dated for publication. Exhibit B.

These Platform Terms are an agreement between Studio Makker LLC, a California limited liability company ("Studio Makker," "we," "us"), and the business that accepts them ("Customer," "you"). They govern your use of the Service, including paid use. They apply together with the Terms of Use , the Acceptable Use Policy (published at tryempress.dev/pages/acceptable-use-policy with these terms), the Data Processing Addendum and the Privacy Policy . They replace the Managed Hosting Terms, which are retired; one set of terms covers both placements. Section 21 says which document controls when two disagree.

You accept these terms by signing an order form or a Build and Services Agreement that attaches them by version, or by checking the box that names them at signup or on the Billing card, whichever happens first. A person who accepts for a business confirms they have authority to bind it.

1. Definitions

  • Service: the Empress platform: the console, the orchestrator that runs for your workspace, the site engine, the chat assistant, the connector for outside agents, and the sites they operate.
  • Workspace: your account on the Service. It has members, sites, a plan and one billing contact.
  • Placement: where your workspace runs. Pooled means on Cloudflare capacity Studio Makker owns. BYO means on a Cloudflare account you own and connect.
  • Production site: a site in your workspace that is live (provisioning finished, not archived). Staging and preview copies are not sites.
  • Plan: the record of what you pay: the rate card version, the cycle, the start date, any overrides, packs and waiver. Your Billing card shows it.
  • Rate card: the published default prices, in Schedule 1. Each version is dated; your plan names the version it uses.
  • Override: a price or line on your plan that differs from the rate card, agreed with you and shown on your Billing card.
  • Pack: an add-on priced per site, such as the hospitality pack or the publishing pack. What each pack includes is described on the pricing page and, for a signed plan, in the order form. A pack is added to a site only when you choose it.
  • Start date: for a workspace created by signup, the day its first site is ready; for a workspace created by invite or order form, the day the invite was accepted or a later date the invite or order form sets.
  • Export: the full export of your workspace described in section 8.6.
  • Business day: Monday to Friday, Pacific Time (observing daylight saving), excluding US federal holidays.
  • Invoice day: the monthly or yearly anniversary of the start date. When the start date is the 29th, 30th or 31st, a shorter month's invoice day is its last day.
  • Billing contact: the email address in your billing details. Notices about money go there.
  • Customer Content: content, data and configuration that you, your members or your sites' readers put into the Service.
  • Agent: any software that acts in the Service with credentials of your workspace: the Empress chat assistant, a work order, or an agent of your own or a third party connected through the connector.
  • Work order: a task you ask the Service to carry out on your sites, by chat, by the connector, or by a request to us.

2. The service and its safeguards

The Service lets you build, change and operate many websites from one console. It gives you these safeguards, and you decide how you use them:

  1. Staging. Changes can be made on a staging copy and reviewed before they go live.
  2. Change sets. A group of changes is recorded as one change set that you can see before it is promoted.
  3. Revert. A promoted change set, of content or of a theme, can be reverted to the version before it. A change made outside a change set, such as an edit typed directly into a site's EmDash admin, cannot be reverted this way.
  4. Approval gates. Actions that change a live site or spend money can require a member's approval before they run, according to your workspace's role settings.

The Service is software. It does what you, your members and your agents instruct, within the safeguards above. It does not exercise independent editorial or business judgment on your behalf.

We may change, add or remove features. We will not remove a safeguard listed in this section without at least 60 days' written notice under section 20, and you may cancel before the removal takes effect.

3. Accounts and eligibility

  • Business use only. The Service is for businesses and professionals acting in the course of their business, not for personal, family or household use. You confirm that is how you will use it.
  • How a workspace starts. Anyone eligible may sign up on our website for a pooled workspace at the published prices in Schedule 1, saving a payment method at signup. Workspaces on your own Cloudflare account, and plans with packs, overrides or onboarding services, start from an invite or a signed order form we issue, which sets the placement, the package and the plan.
  • Where we sell. We accept customers in the United States and Canada, except Quebec. Signup refuses a business whose billing address is elsewhere, and refuses a Quebec address until French versions of these terms exist. We may accept a business elsewhere only by a signed order form, at our discretion, and the order form then says which further terms apply (for the European Economic Area, the United Kingdom and Switzerland, section 9 of the Data Processing Addendum).
  • Sanctions and export. You may not use the Service from, or for a person in, a country or region subject to comprehensive US sanctions, or for an end use US export law prohibits.
  • Members. You choose who joins your workspace and what role each holds. You are responsible for your members' actions and for keeping their passkeys and devices secure. Tell us promptly at support@tryempress.dev if you believe an account is compromised.
  • Age. Every member must be at least 18 and able to form a binding contract.

4. Fees and payment

4.1 What you pay. You pay the platform fee and the per-site and pack fees on your plan. The default prices are the rate card in Schedule 1. Any override on your plan replaces the rate card for that line. Your Billing card shows your effective prices before you consent and at all times after.

4.2 Platform fee. The platform fee, and the production sites it includes, are in Schedule 1. It starts on your start date.

4.3 Sites. Each production site beyond the three included is billed at the per-site price for its range in Schedule 1. Each range prices only the sites within it.

  • How sites are counted. We count your production sites as the Service observes them on each invoice day. A site added after an invoice day is counted on the next invoice day. We do not prorate within a period.
  • First 30 days free. A site is not billed until the first invoice day at least 30 days after it went live.
  • Removing a site. A removed or archived site stops being billed from the next invoice day. We do not refund any period already invoiced for it.

4.4 Packs. A pack is billed per site that carries it, at the pack price in Schedule 1 or on your plan, counted on the invoice day in the same way as sites.

4.5 Cycles. A plan is monthly or yearly. A workspace created by signup starts monthly; you may ask us to move it to yearly from its next invoice day. Both are at list price.

  • Monthly. On each monthly invoice day we invoice the platform fee, the sites counted that day and the packs, for the month that begins that day.
  • Yearly. On each yearly invoice day we invoice twelve months of the platform fee, sites and packs at the count that day. On each monthly invoice day in between, we invoice for that month any sites and packs beyond that yearly count, at your plan's prices.
  • No multi-year terms. No plan runs longer than one year.

4.6 Usage figures. Invoices may show your use of metered items, such as connector operations or build compute, against an allotment. These figures are for information and are not charged. Introducing a charge for any of them is a price change under section 6.

4.7 Payment methods and automatic charge. You pay by card or by US bank account (ACH), saved in the Billing card through our payment processor, Stripe. By saving a payment method you authorize us to charge it automatically, on each invoice day, for the amount of each invoice under these terms, including amounts that vary with your site count and packs. If you have no saved payment method, the invoice stays open and you pay it in the Billing card. Bank debits are for US bank accounts; a customer in Canada pays by card. You pay invoices in full, without set-off or deduction, except for an amount you dispute under section 4.13.

4.8 Bank debits. When you save a bank account, Stripe shows you its debit authorization (mandate) in our name, and we keep the record it returns. That authorization covers variable amounts under these terms. We will give you any advance notice of a debit that the NACHA rules require for your type of account.

4.9 Invoices. We issue invoices through Stripe to your billing contact. Each invoice shows Studio Makker's legal name and address, the period, the platform fee, each site and pack by name, any override or waiver, any tax, the version of these terms, and the total.

4.10 Taxes. Fees exclude taxes. You pay any sales, use, goods and services, harmonized sales, value-added or similar taxes on the fees, other than taxes on our income. Where we must collect a tax, it appears as a separate line on the invoice. Give us your tax registration number or exemption certificate in your billing details if one applies [verify: CPA answer on California, other US states and Canada GST/HST; checklist item 9].

4.11 Currency. Fees are in US dollars for every customer, including customers in Canada. Your bank or card issuer may charge you for the conversion.

4.12 No refunds. Fees are non-refundable, including for sites removed and periods partly used, except as stated here:

  • If we charged you in error, including a charge after your cancellation took effect, we refund the charge.
  • If we stop offering the Service (section 5.6(4)), we refund the unused part of any yearly fee you prepaid, pro rata by day.
  • If you object to a new sub-processor and cancel under section 6 of the Data Processing Addendum, we refund the unused part of any yearly fee you prepaid, pro rata by day from the day the cancellation takes effect.
  • Where the law requires a refund.

We do not refund a charge you have disputed with your card issuer or bank while that dispute is open; we answer the dispute instead, so you are not paid twice.

4.13 Billing disputes. If you believe an invoice is wrong, tell us at billing@tryempress.dev within 30 days of the invoice date, with what you believe is wrong. We will review it and correct any error. An invoice you do not dispute within 30 days is accepted as correct, except for errors that the law does not let you waive. Pay the undisputed part of a disputed invoice on time.

4.14 Chargebacks. Please raise a billing disagreement with us first. A chargeback or bank return on an invoice you did not dispute with us under section 4.13 is a non-payment of that invoice: your plan shows past due from the day the chargeback or return is made, and the 30, 60 and 90 days of section 8 run from that day, not from the invoice date. If the dispute is decided in our favour or you withdraw it, the invoice is paid again and the plan returns to active (section 8.5). If it is decided against us on a charge we made correctly, the amount stays owed and section 8 continues. This does not limit any right you have under your card or bank agreement.

4.15 Late payment. We do not charge late fees or interest.

4.16 Services fees. Fees for paid custom work, such as design, migration or onboarding services, are set under a separate Build and Services Agreement and invoiced under it through Stripe, not under these terms.

4.17 Payments you take. If your sites take payments, donations or memberships through your own payment account (for example your own Stripe account connected as an integration), you are the merchant for those payments. Studio Makker is not your merchant of record, payment facilitator or agent for them.

5. Term, renewal and cancellation

5.1 Term. These terms start when you accept them and continue until your plan ends.

5.2 Automatic renewal. Your plan renews automatically at the end of each monthly or yearly period for another period of the same length, at the prices then on your plan, until you cancel or it ends under these terms.

5.3 What we show before you pay. Before we ask for your payment details, the Billing card shows, next to the control you use to agree:

  1. that your plan renews automatically until you cancel;
  2. your cycle, your start date and your next invoice day;
  3. the amount of your next invoice and how it is calculated, with the sites and packs it counts;
  4. that the amount changes with your production sites and packs;
  5. how to cancel, and when a cancellation takes effect.

You agree to automatic renewal by a separate control from the one that accepts these terms. We record your consent (who, when, the terms version, the text shown and the price shown) and email the billing contact an acknowledgment you can keep. It restates that the plan renews automatically, the cycle, the amount and how it is calculated, the next invoice day, and how to cancel.

Yearly reminder. About 30 days before each yearly renewal (and never fewer than 15 or more than 45 days before it), we email the billing contact the renewal date, the amount at your current count, and how to cancel.

5.4 Cancelling. You can cancel online at any time from the Billing card (Cancel plan, then confirm), by a member with billing permission, without contacting us. You may also cancel by email to billing@tryempress.dev from the billing contact's address. A cancellation:

  • takes effect at the end of the period you have already been invoiced for; no later invoice is issued for the platform fee, sites or packs;
  • does not refund the current period (section 4.12);
  • is confirmed to the billing contact by email.

5.5 After your plan ends. When a cancellation takes effect, your console becomes read-only: you can sign in, see every site, read analytics and take the export (section 8.6), but you cannot make changes, run agents or add sites. Teardown is proposed 90 days after the plan ended, on the same clock and with the same review by a person as section 8.4, unless you ask us to delete sooner.

5.6 When we may end your plan. We may end your plan:

  1. for non-payment, under section 8;
  2. at once, for a serious breach of the Acceptable Use Policy, or where the law or a court order requires it. A serious breach is one that exposes us or other customers to legal process, endangers other customers or the Service, or involves malware, phishing, or content that is unlawful to host;
  3. for any other material breach you do not cure within 30 days of our written notice;
  4. if we stop offering the Service, on at least 60 days' written notice, with the refund in section 4.12.

We do not end a paid plan at will.

6. Price changes

We may change any price on the rate card on 60 days' written notice. A rate-card price is held for you for 12 months from the day your workspace started; a change takes effect for you no earlier than the end of those 12 months, and still only on 60 days' written notice. A price agreed with you, in a signed order form or as an override on your plan (section 7.1), holds for the period stated. An override with an end date stated on a signed order form ends on that date without further notice, because the date is the notice. Any other agreed price may change after its period, or at any time if no period is stated, on the same 60 days' notice. Written notice means an email to your billing contact and a notice on your console, both stating the old price, the new price, the date it takes effect, and how to cancel. We keep a record of each notice sent. The 60 days run from the day we send the email.

  • Monthly plans. The new price applies from the first monthly invoice day on or after the effective date. You may cancel before then under section 5.4 and pay nothing at the new price.
  • Yearly plans. The new price applies from your next yearly invoice on or after the effective date. Monthly additions within the current year stay at your current prices until that yearly invoice.
  • New charges. Introducing a charge for a metered item (section 4.6) is a price change under this section.

A price change under this section does not need your re-acceptance of these terms. Continuing after the effective date without cancelling means you accept the new price.

7. Waivers and per-customer terms

7.1 Overrides. We may agree with you prices or lines that differ from the rate card: a different platform fee, different site or pack prices, extra included sites, a discount, a waived line, or an extra fixed line. Each override is recorded on your plan and shown on your Billing card. An override in a signed order form controls over the rate card for that line.

7.2 Waivers. We may waive your fees in whole for a stated reason, such as a nonprofit or a test workspace, at our discretion. A waived workspace still receives an invoice showing the lines it would carry and a total of $0. A waiver is recorded in a signed order form at $0, which names the reason and may name an end date. We may end a waiver on 60 days' written notice under section 6. When it ends, your plan's prices apply from the next invoice day after the notice period, unless you cancel first. Everything in these terms other than the fees applies to a waived workspace.

8. Non-payment, suspension, teardown and export

8.1 Failed payment. If a charge fails, Stripe retries it over about a week. If it is still unpaid seven days after the first failed charge, your plan is past due, we email the billing contact, and the Billing card says what is owed. You may pay at any time in the Billing card. The days in this section count from the first failed charge, or for a chargeback or bank return from the day in section 4.14. For an invoice with no saved payment method, they count from the invoice date.

8.2 Read-only console at 30 days. If the amount is still unpaid 30 days after the day these days count from, your workspace is suspended. While suspended:

  • you can sign in, see every site, read analytics, export your data and pay;
  • you cannot make changes (content, themes, provisioning, settings), run agents (the chat assistant, the connector, work orders) or add sites; the console names the amount owed and the Billing card;
  • your sites keep serving, unchanged, unless a site must be taken offline to contain a security or acceptable-use risk (section 5.6(2)), which we may do at any time, suspended or not.

We email the billing contact when suspension starts, with the export path and the teardown date.

8.3 Second notice at 60 days. At 60 days unpaid we email again with the teardown date, the export path and what will be deleted.

8.4 Teardown at 90 days. At 90 days unpaid we may end your plan and run teardown, which deletes the infrastructure and Customer Content that Studio Makker holds for your workspace. Teardown is never automatic: a person at Studio Makker reviews each one before it runs, and may pause it. Section 22 says what teardown removes on each placement. Teardown cannot be undone.

8.5 Paying restores. Payment of everything owed, at any time before teardown, returns the workspace to active the same day.

8.6 Export and release. At any time while your plan is active, suspended or ended and until teardown runs, an owner of your workspace may request the export from the console or through the connector. We deliver it within 5 business days of the request as a download link that expires 7 days after we send it. An owner may request a fresh export at any time while the workspace exists. The export holds everything we hold for you:

  • your workspace: members and their roles, settings, your sites and their state, analytics, form submissions, and your invoices, consents and billing notices; never passwords, passkeys, secrets or access tokens;
  • each site: its theme's source code, its database as SQL, every file in its media and storage buckets, every key in its key-value stores, and the engine version and settings it ran on;
  • a manifest listing what the export holds and how to restore each site onto a standard EmDash installation.

What we promise at the end of a plan is that export, not a running Service and not the orchestration layer we operate for you. On a workspace that runs on your own Cloudflare account, before the orchestration layer is removed we also release each site: it is given its own EmDash administrator account, every Empress plugin is uninstalled, and it keeps running on your account as a plain EmDash site with the content and media it holds, under the licence in section 14. Features that depended on the orchestration layer (reader sign-in, memberships, reservations, engine updates, agent access) stop.

8.7 Amounts still owed. Teardown does not cancel invoices already issued. We may use a collection agency for amounts unpaid after teardown.

8.8 What we keep. After teardown we keep billing, invoice, consent and notice records as the law and our tax obligations require (see the Privacy Policy ), and nothing else of your Customer Content, except copies in backups, which expire within 30 days of teardown.

9. Customer content and data

9.1 You own your content. As between you and us, you own Customer Content. You grant us a limited licence to host, copy, process, transmit and display it only to provide, secure and support the Service for you and as you instruct.

9.2 Roles. For personal information in your sites and about your sites' readers, you are the controller (a "business" under the CCPA) and Studio Makker is your processor (a "service provider"). For your members' account information and your billing information, Studio Makker is the controller. The Data Processing Addendum is part of these terms and governs our processing of personal information for you.

9.3 No training, no sale. We do not sell or share Customer Content, and we do not use it to train artificial-intelligence or machine-learning models, ours or anyone else's.

9.4 Your responsibilities. You are responsible for the lawfulness of Customer Content, for the notices and consents your readers need, and for keeping your own copies of anything you cannot afford to lose; the export (section 8.6) is there for that.

9.5 Data the Service is not for. Do not put into the Service health information regulated by HIPAA, payment card numbers (take payments through your own payment account, section 4.17), government identification numbers, or personal information of children under 13, unless we agree otherwise in a signed order form.

9.6 Sub-processors. We use the sub-processors listed on the sub-processor page and give notice of changes as the DPA describes.

10. Integrations, agents and credentials

10.1 Connecting an integration. When you connect a third-party service (for example a reservations, payments, email or analytics provider), the console shows that service's terms and asks you to confirm, for that integration, that you have the right to connect it and to let the Service use the data and actions it gives access to. We record that confirmation. Your use of the third-party service is governed by its terms. We are not responsible for it, its availability, or changes it makes.

10.2 Credentials and agents. Anything done in the Service with your workspace's credentials is done on your behalf, whether by a member, by the Empress chat assistant acting on your instruction, by a work order, or by an agent of your own or of a third party connected through the connector. You are responsible for those actions and for choosing who and what holds your credentials and with what permissions. An agent is your electronic agent for the purposes of the Uniform Electronic Transactions Act (California Civil Code §1633.2). You are responsible for any fees an agent incurs.

10.3 Our service commitment when a work order breaks a site. If a work order carried out by the Service leaves one of your sites broken, tell us. We will restore it, by revert or by repair, within the response target in section 13.2. This is a service commitment. It is not a warranty, it does not create liability beyond section 17, and it is your remedy for the broken site.

11. AI features

AI features run on models served by Cloudflare Workers AI through Cloudflare AI Gateway; your prompts and content go to Cloudflare, not to the company that trained the model. A workspace owner chooses, in the workspace's AI settings, which of the listed models the assistant uses [Raj: name the second model when EMP-842 ships; until then publish the one-model text]. Models change; the current list is on the sub-processor page, and adding a model served by another provider is a sub-processor change with the notice the DPA gives.

AI output can be wrong. Review it before relying on it or publishing it; the approval gates in section 2 exist for that purpose. We do not use your prompts, content or outputs to train models (section 9.3).

12. Acceptable use

The Acceptable Use Policy applies to every workspace on either placement. A breach of it is a breach of these terms. Report abuse to abuse@tryempress.dev.

12.1 Copyright complaints. Send notices under the Digital Millennium Copyright Act to our designated agent at abuse@tryempress.dev [Raj: register the agent before publication (EMP-844)]. We remove or disable material we determine in good faith to be infringing, tell the customer whose site carried it, and may end the plan of a customer who infringes repeatedly.

13. Support and availability

13.1 Support. We provide support by email to support@tryempress.dev and in the console, on business days. If a production site is down for its readers outside business hours, email urgent@tryempress.dev: it reaches us at any hour, and we will try to respond as soon as we can. That is a best effort, not a promised response time.

13.2 Response target. We send a first reply to every request within one business day of receiving it. Where a production site is down or broken for its readers, or a work order broke one, we treat it as the most urgent request and work on it before anything else. This is a target, not a guarantee.

13.3 Availability. Our target is 99.5% availability each calendar month for the console and for the sites we host. We measure it and publish the figure, month by month, at tryempress.app/status. The Service depends on Cloudflare's platform, and an outage there counts against the figure even though it is outside our control.

13.4 If we miss the target. We do not give service credits. If we miss the availability target in a month, or our support falls short of section 13.2, you may cancel under section 5.4; on a yearly plan we refund the unused part of the year pro rata by day, as in section 4.12.

14. Intellectual property

  • Ours. Studio Makker owns the Service, the site engine, templates, the console, documentation, and everything we provide other than Customer Content and third-party and open-source components, which stay under their own licences [Raj: the assignment of this IP from Raj Makker to Studio Makker LLC is signed before publication].
  • Your licence. While your plan is active (and read-only while suspended), you may use the Service for your business under these terms. The licence is non-exclusive and non-transferable.
  • Site code in your account. On a workspace that runs on your own Cloudflare account, we grant you a non-exclusive, worldwide, royalty-free, perpetual and irrevocable licence to run, copy and modify, for your own sites, the site engine and template code we deployed into your account, during your plan and after it ends. After your plan ends it comes with no updates, no support and no Empress plugins. It does not extend to the console, the orchestrator or the Service itself, and you may not resell the code as a product. EmDash itself is under its own MIT licence. The same licence covers the site code in your export.
  • Work made for you. Themes, content and other deliverables made for you under a Build and Services Agreement are owned as that agreement says.
  • Feedback. We may use feedback and suggestions without obligation to you.
  • Agencies. You may use the Service to build and run sites for your own clients and charge them for your services, including by adding their sites to your workspace or by making them members of it. The console, emails and invoices stay Empress-branded; you may not present the Service as your own product.
  • Restrictions. Do not copy or reverse engineer the Service, or sell access to it as a product of your own, except as the law allows despite this restriction.

15. Confidentiality

Each party will keep the other's non-public business information confidential, use it only for this agreement, and protect it with reasonable care. This does not cover information that is public, already known, independently developed, or required to be disclosed by law (with notice where allowed). Customer Content is also protected by section 9 and the DPA.

16. Warranties and disclaimers

Each party confirms it has authority to enter these terms. We will provide the Service with reasonable skill and care.

EXCEPT AS STATED IN THESE TERMS, INCLUDING THE LICENCES IN SECTION 14 AND THE INDEMNITIES IN SECTION 18, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE." WE DISCLAIM ALL OTHER WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT AI OUTPUT WILL BE ACCURATE, OR THAT DATA WILL NEVER BE LOST.

17. Limitation of liability

17.1 Excluded damages. Neither party is liable for indirect, incidental, special, consequential or punitive damages, or for lost profits, revenue, goodwill or data, however caused, even if told they were possible.

17.2 Cap. Each party's total liability for all claims under or relating to these terms is limited to the greater of (a) the fees you paid or owe us under these terms in the twelve months before the event giving rise to the first claim and (b) US$100. The floor applies to a waived workspace and to a workspace in its first months.

17.3 Carve-outs. Sections 17.1 and 17.2 do not limit:

  1. your obligation to pay fees;
  2. either party's indemnity obligations under section 18;
  3. your breach of section 12 or of the restrictions in section 14;
  4. a party's breach of section 15;
  5. a party's gross negligence, fraud or wilful misconduct;
  6. liability that cannot be limited by law, including under California Civil Code §1668.

18. Indemnities

18.1 By you. You will defend and indemnify Studio Makker against third-party claims arising from Customer Content, your sites, actions taken with your credentials (section 10.2), integrations you connect, or your breach of section 12 or of the law, except to the extent a claim is caused by our breach of these terms or our negligence.

18.2 By us. We will defend and indemnify you against third-party claims that the Service, as we provide it, infringes a United States or Canadian copyright or trademark or misappropriates a trade secret. Patents are excluded. This does not cover Customer Content, combinations with things we did not provide, changes not made by us, or open-source components.

18.3 Process. The party seeking indemnity tells the other promptly, lets it control the defence and settlement (no admission of fault without consent), and cooperates at the other's cost.

19. Disputes

19.1 Law. California law governs these terms, without regard to conflict-of-laws rules.

19.2 Talk first. Before starting a claim, a party sends a written description of the dispute and a proposed resolution to the other (to legal@tryempress.dev for us, to your billing contact for you). Both try in good faith to resolve it for 30 days.

19.3 Arbitration. A dispute not resolved informally is settled by binding arbitration under the Federal Arbitration Act, by one arbitrator, administered by the American Arbitration Association under its Commercial Arbitration Rules, seated in Alameda County, California, with remote hearings where the rules allow. The arbitrator may award the remedies a court could. Judgment on the award may be entered in any court with jurisdiction.

19.4 Small claims and injunctions. Either party may bring an individual claim in small claims court if it qualifies, and may seek an injunction in court to protect its intellectual property or confidential information.

19.5 Individual claims only. Claims are brought only individually, not as a class or representative action. A claim for public injunctive relief that California law does not allow to be waived (McGill v. Citibank) may be brought in court, and the arbitrator does not hear it; the rest of the dispute proceeds in arbitration [verify: counsel to confirm the carve-out and that the rest of the arbitration should proceed rather than wait for the court case].

19.6 Venue for court matters. Any matter that goes to court under this section is heard in the state or federal courts in Alameda County, California, and both parties consent to that venue.

20. Changes to these terms

  • Fees and payment. A change to sections 4 to 8 or to Schedule 1 that is adverse to you follows the notice-and-cancel path of section 6: 60 days' written notice, with the right to cancel before it takes effect.
  • Everything else. We may change the rest of these terms by posting a new dated version and, for a material change, notifying the billing contact and showing a notice in the console at least 30 days before it takes effect. For a material change, we ask a member to accept the new version before continuing. Continued use after the effective date accepts the change.
  • Safeguards. Removing a safeguard listed in section 2 follows the notice-and-cancel path of section 6: 60 days' written notice, with the right to cancel before it takes effect.
  • Disputes under the old version. A dispute about events before a change is governed by the version in force when they happened.

21. Order of precedence

If documents conflict, this order controls, highest first:

  1. a signed order form (including a $0 order form for a waiver), for the prices, lines and dates it states;
  2. the Data Processing Addendum, for the processing of personal information;
  3. these Platform Terms;
  4. the Acceptable Use Policy;
  5. the Terms of Use.

A Build and Services Agreement governs the services it describes; these terms govern the Service. Where a signed agreement attaches a version of these terms, that version governs until a later signed document replaces it. Changes under section 20 apply to a workspace under a signed agreement only if that agreement says so, and accepting a version in the console does not amend a signed agreement.

22. What differs by placement

One set of terms applies to both placements. These points differ:

  • Where your sites run
    • Pooled: Cloudflare capacity Studio Makker owns
    • BYO: Your Cloudflare account
  • Infrastructure costs
    • Pooled: Included in the fees
    • BYO: Cloudflare bills you directly for your account; our fees do not include it
  • Read-only suspension (section 8.2)
    • Pooled: Sites keep serving
    • BYO: Sites keep serving
  • Teardown (section 8.4)
    • Pooled: Deletes your sites and the Customer Content we host; the sites stop serving
    • BYO: Releases each site (section 8.6), then removes the Empress orchestrator and its access from your account and deletes what Studio Makker holds; your Cloudflare account, your released sites and their data stay yours and keep serving
  • Export (section 8.6)
    • Pooled: The full export
    • BYO: The full export; your sites' data is also already in your account
  • Inactivity
    • Pooled: A paid or waived plan is never removed for inactivity. Only a pooled workspace whose plan never became active (a signup that never finished) is: with no member sign-in for 90 days it is warned by email, suspended at 120 days and torn down at 180, with the export available throughout
    • BYO: Does not apply

23. General

  • Notices. We send notices to the billing contact and in the console. You send notices to legal@tryempress.dev. Email notices are received when sent, unless they bounce.
  • Assignment. Neither party may assign these terms without the other's consent, except to a successor of its business on notice; an assignment by us to a direct competitor of yours needs your consent, which you will not unreasonably withhold.
  • Publicity. Neither party uses the other's name or logo publicly without written agreement, except as a Build and Services Agreement provides; its portfolio clause is that written agreement.
  • Force majeure. Neither party is liable for delay caused by events beyond its reasonable control, including failures of Cloudflare, Stripe or the internet. This does not excuse payment.
  • Entire agreement. These terms, the documents in section 21 and your plan are the whole agreement about the Service.
  • No third-party beneficiaries. Only you and Studio Makker have rights under these terms, except as section 2.2 of the Data Processing Addendum provides for an agency's client.
  • Electronic signature. Acceptance in the console and signatures on order forms may be electronic, and an order form may be signed in counterparts.
  • Survival. Sections 4 (for amounts owed), 8.6, 8.7, 8.8, 9, 14, 15, 17, 18, 19 and 23 survive the end of your plan.
  • Severability and waiver. An unenforceable clause is enforced to the extent it can be; the rest stands. Not enforcing a clause is not a waiver of it.

24. Contact

Studio Makker LLC

882 Aileen St, Oakland, CA 94608

Notices and disputes: legal@tryempress.dev · Billing: billing@tryempress.dev · Support: support@tryempress.dev · Privacy: privacy@tryempress.dev · Abuse and copyright: abuse@tryempress.dev · A site down outside business hours: urgent@tryempress.dev

Schedule 1 — rate card, version 2026-10-16

  • Platform, including three production sites: $299 a month
  • Production sites 4 to 10: $75 a site a month
  • Production sites 11 to 25: $65 a site a month
  • Production sites 26 to 50: $48 a site a month
  • Production sites 51 to 100: $40 a site a month
  • Production sites over 100: $30 a site a month
  • Hospitality pack: $300 a site a month, on each site that carries it
  • Publishing pack: $450 a site a month, on each site that carries it

A yearly plan pays twelve times the monthly amount; there is no yearly discount at launch. Prices exclude taxes.