Version 1.0 — Effective [LAUNCH DATE]
These Terms of Service (the "Terms") govern Your access to and use of the StemDesk website at [https://stemdesk.ai] (the "Website"), the purchase of StemDesk software licenses from Fulks, Inc. ("Fulks"), and Fulks's provision of License Keys, customer support, and related services (collectively, the "Services").
These Terms are between You and Fulks, Inc., a California corporation. Use of the StemDesk software itself is governed by a separate End User License Agreement (EULA), available at [https://stemdesk.ai/eula].
BY ACCESSING THE WEBSITE OR PURCHASING A STEMDESK LICENSE, YOU AGREE TO BE BOUND BY THESE TERMS. If You do not agree, do not access the Website or purchase a license.
1.1. Age. You must be at least eighteen (18) years of age, or the age of legal majority in Your jurisdiction (whichever is greater), to purchase a StemDesk license. If You are under eighteen (18), You may use the Free Tier of the Software only with the supervision and consent of a parent or legal guardian who agrees to these Terms and the EULA on Your behalf.
1.2. Authority. If You are purchasing a license on behalf of a legal entity, You represent that You have the authority to bind that entity to these Terms and the EULA.
1.3. No Sanctioned Persons. You represent that You are not located in, or a national or resident of, any country subject to U.S. embargo or sanctions, and that You are not listed on any U.S. Government list of prohibited or restricted parties (including the Specially Designated Nationals list or the Entity List).
2.1. What Fulks Provides. Fulks provides:
2.2. Not Provided. For clarity, Fulks does not provide:
3.1. Pricing. Current pricing for Pro Tier and Studio Tier licenses is displayed on the Website. Founder's launch pricing (USD $149.00 Pro / USD $349.00 Studio) is available for sixty (60) days following the initial commercial release of StemDesk v1.0.0. After the launch period, regular pricing applies (USD $199.00 Pro / USD $399.00 Studio). The Free Tier is offered at no cost. Prices are stated in U.S. Dollars and exclude any applicable taxes.
3.2. Payment Processor. Payment is processed by Stripe, Inc. ("Stripe"). When You make a purchase, You provide Your payment information directly to Stripe via Stripe Checkout. Fulks does not receive or store Your full payment card information. Stripe's privacy practices and terms govern Your provision of payment information; see [https://stripe.com/privacy] and [https://stripe.com/legal].
3.3. Order Acceptance. All purchases are subject to Fulks's acceptance. Fulks may decline or cancel any purchase, in its sole discretion, including for suspected fraud, payment failure, sanctioned-party screening, or violation of these Terms. If Fulks cancels Your purchase after payment has been collected, You will receive a full refund.
3.4. License Delivery. Following successful payment and order acceptance, Your License Key will be delivered to the email address You provided to Stripe at checkout. Delivery is automated and typically completes within a few minutes. Delivery times may be affected by email delivery systems outside Fulks's control. If You do not receive Your License Key within twenty-four (24) hours of purchase, contact [support@stemdesk.ai].
3.5. Email Accuracy. You are responsible for providing a valid, working email address at checkout. Fulks is not responsible for License Keys that fail to deliver due to incorrect email addresses, full inboxes, aggressive spam filtering, or other email-delivery failures attributable to You or third parties outside Fulks's control.
3.6. Currency and International Purchases. All transactions are charged in U.S. Dollars. International purchasers may be charged additional fees by their card issuer or bank (currency conversion, foreign transaction fees, etc.). These fees are Your responsibility and are not refundable by Fulks.
3.7. Taxes. You are responsible for any sales, use, value-added, goods-and-services, or similar taxes applicable to Your purchase. Where Fulks is required by law to collect such taxes, the applicable amount will be added at checkout.
4.1. Refund Policy. You may request a full refund of Your License Fee within fourteen (14) days of purchase, for any reason, by emailing [support@stemdesk.ai] with Your order details (order number, email used at checkout, and brief reason if You wish to provide one).
4.2. Refund Processing. Refunds are processed via the original payment method through Stripe. Stripe typically returns funds within five to ten (5–10) business days, though Your bank or card issuer may take additional time. Upon refund, Your License Key will be added to the next-released revocation list per the EULA, and You must uninstall the Software (other than the Free Tier).
4.3. No Refunds After Fourteen (14) Days. Refund requests received more than fourteen (14) days after purchase will not be honored, except where required by applicable law.
4.4. Chargebacks. You agree to contact Fulks support before initiating a chargeback with Your payment provider. Initiating a chargeback without first contacting support is a material breach of these Terms and the EULA, and is grounds for immediate termination, including:
4.5. Disputes Before Formal Proceedings. Before initiating any formal legal proceeding, You agree to first contact Fulks at [legal@stemdesk.ai] with a written description of the dispute and an opportunity for Fulks to resolve it informally. The parties shall negotiate in good faith for at least thirty (30) days following such notice before either party may initiate formal proceedings.
5.1. Acceptable Use. You agree to use the Website only for lawful purposes and in a manner consistent with these Terms. You shall not:
5.2. Intellectual Property. All content on the Website (including without limitation text, graphics, logos, images, audio samples, software, and source code) is owned by Fulks or its licensors and is protected by copyright, trademark, and other intellectual property laws. You may not copy, reproduce, distribute, modify, or create derivative works of Website content without Fulks's prior written consent, except for Your personal, non-commercial reference use of publicly accessible portions of the Website.
5.3. Trademarks. "StemDesk" and the StemDesk logo are trademarks of Fulks, Inc. Other trademarks referenced on the Website are the property of their respective owners; their use on the Website does not imply endorsement, affiliation, or sponsorship.
5.4. Third-Party Links. The Website may contain links to third-party websites. Fulks is not responsible for the content, availability, or practices of third-party sites. Your use of any third-party site is subject to that site's terms and policies, not these Terms.
6.1. Channels. Customer support is available by email at [support@stemdesk.ai]. Fulks does not provide telephone support.
6.2. Response Times. Fulks endeavors to respond to support inquiries within two (2) business days for Pro and Studio Tier customers, and within five (5) business days for Free Tier users. These response times are targets, not guarantees, and Fulks's failure to meet them does not constitute breach of these Terms.
6.3. Scope. Standard customer support covers:
6.4. Out of Scope. Standard customer support does not include:
Such services may be offered separately by Fulks or its affiliated entities (including OC Recording Company) on a paid basis, subject to separate agreement.
6.5. Support Limitations on Older Versions. Fulks may, in its sole discretion, limit support for older versions of the Software once a newer major version is released. As of the Effective Date, Fulks intends to support v1.x for a minimum of twenty-four (24) months following the initial commercial release of v1.0.0, but Fulks reserves the right to extend or shorten this period as commercially reasonable.
7.1. No Account Required. Purchase of a StemDesk license does not require You to create an account. Your License Key is the sole credential associated with Your purchase.
7.2. Transactional Emails. By purchasing a license, You consent to receive transactional emails from Fulks related to Your purchase, including order confirmation, License Key delivery, refund confirmation, and information about Software updates, security advisories, or material changes to these Terms or the EULA.
7.3. Marketing Emails. You will not receive marketing emails from Fulks unless You separately opt in (for example, by subscribing to the StemDesk newsletter or mailing list). You may unsubscribe from marketing emails at any time via the unsubscribe link included in each such email.
Use of the Services is subject to the StemDesk Privacy Policy, available at [https://stemdesk.ai/privacy] and incorporated by reference. The Privacy Policy describes what information Fulks collects, how it is used, the third-party service providers (subprocessors) Fulks engages, and Your rights with respect to that information.
9.1. Website "As-Is." THE WEBSITE AND THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTY OF ANY KIND. FULKS DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
9.2. No Uptime Guarantee. Fulks does not guarantee that the Website or the Services will be available at any particular time, that they will be uninterrupted, or that they will be free of errors. Scheduled and unscheduled downtime may occur.
9.3. Software Disclaimers. Disclaimers specific to the Software itself are set forth in the EULA and are not duplicated here.
10.1. Exclusion of Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL FULKS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES, WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE.
10.2. Cap on Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, FULKS'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES SHALL NOT EXCEED THE GREATER OF (A) THE AMOUNT YOU PAID TO FULKS IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS (USD $100.00).
10.3. Jurisdictional Limitations. Some jurisdictions do not allow the exclusion of certain warranties or the limitation of liability for certain damages. To the extent any such exclusion or limitation is held unenforceable in Your jurisdiction, the disclaimers and limitations in Sections 9 and 10 shall apply to the maximum extent permitted by applicable law.
You agree to indemnify, defend, and hold harmless Fulks, its officers, directors, employees, affiliates, and agents from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:
12.1. By You. You may stop using the Services at any time. Termination of these Terms does not affect a License Key issued to You prior to termination; that License Key remains governed by the EULA.
12.2. By Fulks. Fulks may suspend or terminate Your access to the Services, in whole or in part, at any time and without notice, for any of the following:
12.3. Effect of Termination. Sections 4 (Refunds, Chargebacks, and Disputes), 5.2 (Intellectual Property), 5.3 (Trademarks), 8 (Privacy), 9 (Disclaimers), 10 (Limitation of Liability), 11 (Indemnification), 12.3 (Effect of Termination), 13 (Governing Law and Disputes), and 14 (General) survive termination.
13.1. Governing Law. These Terms are governed by and construed in accordance with the laws of the State of California, without regard to its conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
13.2. Venue. Subject to Section 4.5, the exclusive venue for any dispute arising out of or related to these Terms shall be the state and federal courts located in Riverside County, California, and the parties hereby consent to the personal jurisdiction of such courts.
13.3. Equitable Relief. Either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect intellectual property rights or confidential information without first engaging in informal dispute resolution under Section 4.5.
13.4. Class Action Waiver. You and Fulks each agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated, or representative action. The parties waive any right to participate in a class, consolidated, or representative action. This Section 13.4 does not preclude either party from seeking public injunctive relief to the extent required by applicable law.
14.1. Entire Agreement. These Terms, together with the EULA, the Privacy Policy, and any Order Confirmation issued to You, constitute the entire agreement between You and Fulks regarding the Services and supersede all prior or contemporaneous communications regarding the same subject matter.
14.2. Order of Precedence. In the event of conflict between these Terms, the EULA, and the Privacy Policy, the following order of precedence applies: (a) the EULA controls with respect to use of the Software; (b) these Terms control with respect to use of the Website and Services; and (c) the Privacy Policy controls with respect to data collection and processing.
14.3. Amendment. Fulks may amend these Terms from time to time. Material amendments will be communicated by email (if Fulks has Your email address) or by notice on the Website. Your continued use of the Services following the effective date of an amendment constitutes Your acceptance of the amended Terms.
14.4. No Waiver. Failure to enforce any provision is not a waiver.
14.5. Severability. If any provision is held invalid, illegal, or unenforceable, the remaining provisions remain in full force and effect.
14.6. Assignment. You may not assign or transfer these Terms without Fulks's prior written consent. Fulks may assign these Terms, in whole or in part, without restriction. Any attempted assignment in violation of this Section is void.
14.7. Notices. Notices to Fulks shall be sent to [legal@stemdesk.ai] with a copy to Fulks, Inc., c/o OC Recording Company, 24433 Citrus Hill Rd, Wildomar, CA 92595. Notices to You shall be sent to Your email address on file with Fulks, or, where no such address is on file, by notice on the Website.
14.8. Force Majeure. Fulks shall not be liable for any failure or delay in performance caused by circumstances beyond its reasonable control.
14.9. Independent Contractors. The parties are independent contractors. These Terms do not create any agency, partnership, joint venture, or employment relationship.
14.10. Headings. Section headings are for convenience only and do not affect interpretation.
Fulks, Inc.
c/o OC Recording Company
24433 Citrus Hill Rd
Wildomar, CA 92595
[legal@stemdesk.ai]
StemDesk Terms of Service, Version 1.0, [LAUNCH DATE]. © 2026 Fulks, Inc. All rights reserved.