Terms of Service

01Definitions

“Order Form” means a signed ordering document or sales quotation specifying specialized or Professional Services, custom pricing, or other negotiated terms, entered into between Sitehub Suite and Customer, in addition to or instead of Self-Serve Signup.

“Self-Serve Signup” means Customer's creation of an account and subscription to the standard Services through Sitehub Suite's online signup flow, without a signed Order Form.

“Customer Data” means all data, content, information, records, documents, and other materials submitted to, stored in, transmitted through, or otherwise made available to the Services by or on behalf of Customer or its Authorized Users, excluding Aggregated Data and De-Identified Data.

“Aggregated Data” means data or information derived from Customer Data or Customer’s use of the Services that has been combined with other data or information and does not identify, and cannot reasonably be used to identify, Customer, any Authorized User, or any individual.

“De-Identified Data” means data or information derived from Customer Data or Customer’s use of the Services from which identifiers have been removed or modified such that the data does not identify, and cannot reasonably be used to identify, Customer, any Authorized User, or any individual.

“Sitehub Suite Data” means data and information relating to the operation, performance, use, configuration, security, and administration of the Services, including usage statistics, telemetry, metadata, analytics, Aggregated Data, and De-Identified Data, but excluding Customer Data in identifiable form.

“Documentation” means Sitehub Suite’s then-current user guides, help materials, and customer portal resources made generally available to Customer for the Services.

“Non-Sitehub Suite Application” means a third-party or Customer-developed application, product, or service that interoperates with the Services, including any Non-Sitehub Suite Application connected via API or integration.

“Subscription Term” means the period during which Customer has purchased a subscription to the Services, as specified in the applicable Order Form or, for a subscription purchased through Self-Serve Signup, as specified during the signup flow or in Customer's account settings.

“User” means an individual authorized by Customer to access and use the Services under Customer's account, including employees, contractors, and agents.

02The Services

2.1 Provision of Services

Subject to Customer's compliance with this Agreement and payment of applicable fees, Sitehub Suite will make the Services available to Customer as described in the applicable Order Form and Documentation, and will provide support through Sitehub Suite's online resources and, where needed, escalation to the Services support team, in accordance with the Sitehub Suite Support Policy, as may be updated from time to time and incorporated herein by reference.

2.2 Professional Services

If Customer purchases implementation, onboarding, training, or other professional services (“Professional Services”), Sitehub Suite will perform such Professional Services as described in the applicable Order Form for the fees set forth therein.

2.3 Modifications to the Services

Sitehub Suite may update or modify the Services from time to time, provided that such modifications do not materially reduce the core functionality of the Services purchased by Customer during an active Subscription Term.

03Use of the Services

3.1 Subscriptions

Unless otherwise stated in the applicable Order Form or, for a subscription purchased through Self-Serve Signup, during the signup flow: (a) Services are purchased as subscriptions for the applicable Subscription Term; (b) subscriptions added during a Subscription Term are prorated for the remainder of that term and will terminate on the same date as the underlying subscription; and (c) fees are based on the subscriptions purchased and not actual usage.

3.2 Customer Responsibilities

Customer will: (a) be responsible for Users’ compliance with this Agreement; (b) be responsible for the accuracy, quality, and legality of Customer Data and the means by which it was obtained; (c) use commercially reasonable efforts to prevent unauthorized access to or use of the Services and notify Sitehub Suite promptly of any known unauthorized access or use; (d) use the Services only in accordance with this Agreement, the Documentation, and applicable law; and (e) comply with the terms of any Non-Sitehub Suite Application used in connection with the Services.

3.3 Acceptable Use Restrictions

Customer will not, and will not permit any User or third party to:

• Use the Services for the benefit of any third party other than Customer, except as expressly permitted in an Order Form;

• Sell, resell, license, sublicense, distribute, rent, or lease the Services, or make the Services available to any third party as part of a service bureau or outsourcing offering;

• Use the Services to store or transmit infringing, defamatory, harassing, unlawful, or otherwise objectionable material, or material that violates a third party's privacy rights;

• Use the Services to store or transmit malicious code, including viruses, worms, or trojan horses;

• Attempt to gain unauthorized access to the Services or their related systems or networks;

• Interfere with or disrupt the integrity or performance of the Services or any data contained therein;

• Reverse engineer, decompile, or disassemble the Services, except to the extent such restriction is prohibited by applicable law;

• Copy, modify, or create derivative works of the Services, or remove any proprietary notices; or

• Access the Services to build a competing product or service.

04Fees, Payment, and Renewal

4.1 Fees

Customer will pay all fees specified in the applicable Order Form or, for a subscription purchased through Self-Serve Signup, the pricing displayed at the time of purchase or in Customer's account settings (“Fees”). Except as otherwise stated in an Order Form: (a) payment obligations are non-cancelable and Fees paid are non-refundable; (b) Fees are quoted and payable in U.S. dollars; and (c) Fees are subject to increase at renewal upon at least 30 days' prior written notice, not to exceed 10% annually unless otherwise agreed.

4.2 Upgrades

Customer may upgrade its Services at any time by adding subscriptions, features, or a longer Subscription Term through the Order Form process or Customer's account settings. Fees for an upgrade will be prorated for the remainder of the then-current Subscription Term, unless the applicable Order Form states that the upgrade restarts the Subscription Term.

4.3 Billing and Payment Authorization

Customer authorizes Sitehub Suite, directly or through Sitehub Suite's payment processor, to charge the payment method on file for all Fees when due, including for automatic renewals under Section 4.5. Customer will keep its billing information current and accurate. If Sitehub Suite is unable to collect a Fee when due, Sitehub Suite may retry collection, and may suspend Customer's access to the Services in accordance with Section 12.5 (Suspension) if the amount remains overdue.

4.4 Invoicing and Overdue Amounts

For Customers on an Order Form, unless otherwise stated in the Order Form, Fees are invoiced in advance and due within 30 days of the invoice date. For Customers on Self-Serve Signup, Fees are charged automatically to the payment method on file at the start of each Subscription Term. In either case, overdue amounts may accrue interest at 1.5% per month or the maximum rate permitted by law, whichever is lower.

4.5 Automatic Renewal

Unless otherwise stated in an Order Form, subscriptions automatically renew for successive terms equal to the expiring Subscription Term (or one year, whichever is shorter), at the then-current Fees, unless either party provides written notice of non-renewal at least 30 days before the end of the then-current term. For Customers on Self-Serve Signup, Customer may provide this notice at any time before the end of the then-current Subscription Term by canceling the subscription through Customer's account settings. Cancellation or non-renewal will not entitle Customer to a refund of prepaid Fees for the remainder of the then-current term.

4.6 Payment Processing

Sitehub Suite uses Stripe, Inc. (“Stripe”) to process payments. Customer authorizes Sitehub Suite and Stripe to charge the payment method on file for all fees due under this Agreement. Sitehub Suite does not store full payment card numbers; card data is collected and processed directly by Stripe in accordance with Stripe's terms of service and privacy policy, available at stripe.com. Customer's use of Stripe's payment processing services is subject to Stripe's own terms.

4.7 Failed Payments and Chargebacks

If a charge for Fees is declined, reversed, or subject to a chargeback, Sitehub Suite will notify Customer and provide Customer a reasonable opportunity (of at least 7 days) to resolve the payment issue before suspending the Services, except that Sitehub Suite may suspend immediately, without advance notice, if Customer has previously failed to cure a similar payment issue within the prior 12 months. Customer remains responsible for all Fees owed, plus any reasonable third-party processing or collection fees Sitehub Suite actually incurs as a result of a declined charge or chargeback.

4.8 Taxes

Fees do not include any applicable sales, use, VAT, or similar taxes. Customer is responsible for all such taxes, excluding taxes based on Sitehub Suite's net income.

05Customer Data and Data Protection

5.1 Ownership

As between the parties, Customer retains all right, title, and interest in Customer Data. Customer grants Sitehub Suite a worldwide, non-exclusive, royalty-free license to host, copy, transmit, and display Customer Data solely as necessary to provide the Services.

5.2 Security

Sitehub Suite will maintain commercially reasonable administrative, technical, and physical safeguards designed to protect the security, confidentiality, and integrity of Customer Data, as further described in Sitehub Suite's Privacy Policy and any applicable security documentation made available to Customer.

5.3 Prohibited Data

The Services are designed to process the categories of business, operational, and financial data described in the Documentation, including a business's Federal Employer Identification Number (FEIN) or comparable business tax identification number. Unless expressly agreed in writing, Customer will not submit to the Services: (a) protected health information subject to HIPAA; (b) full payment card numbers, or other data subject to PCI DSS beyond what is necessary for Stripe-facilitated payment processing; (c) Social Security numbers or other government-issued identification numbers of an individual, except where such a number is submitted solely as a business's FEIN or comparable business tax identification number; or (d) special categories of personal data (such as data revealing racial or ethnic origin, health, biometric, or genetic data) (collectively, “Prohibited Data”). Sitehub Suite has no liability for Prohibited Data submitted to the Services in violation of this Section.

5.4 Data Export and Deletion

Upon Customer's written request made within 30 days after termination or expiration of the applicable Order Form, Sitehub Suite will make Customer Data available for export in a standard format. After that period, Sitehub Suite will have no obligation to maintain or provide Customer Data and may delete it in accordance with its data retention practices.

06Non-Sitehub Suite Applications and Integrations

The Services may allow Customer to enable integrations with Non-Sitehub Suite Applications. Sitehub Suite does not warrant or support Non-Sitehub Suite Applications, and any exchange of data between Customer and a Non-Sitehub Suite Application provider is solely between Customer and that provider. If Customer enables a Non-Sitehub Suite Application, Customer authorizes Sitehub Suite to allow that provider to access Customer Data as needed for interoperation. Sitehub Suite is not responsible for the acts or omissions of Non-Sitehub Suite Application providers.

07Intellectual Property

7.1 Reservation of Rights

Sitehub Suite retains all right, title, and interest in and to the Services, including all related intellectual property rights. No rights are granted to Customer except as expressly set forth in this Agreement.

7.2 License Grant

Subject to Customer's compliance with this Agreement, Sitehub Suite grants Customer a non-exclusive, non-transferable, non-sublicensable license to access and use the Services during the Subscription Term solely for Customer's internal business purposes.

7.3 Feedback

If Customer provides Sitehub Suite with suggestions, ideas, or other feedback regarding the Services, Sitehub Suite may use such feedback without restriction or obligation to Customer.

7.4 Aggregated and De-Identified Data

Sitehub Suite may use Customer Data in de-identified or aggregated form that does not identify Customer or any individual to develop, improve, and support its products and services.

08Confidentiality

Each party may disclose confidential business, technical, or financial information to the other party (“Confidential Information”). The receiving party will use Confidential Information only to perform its obligations under this Agreement, will protect it using the same degree of care it uses for its own similar information (and no less than reasonable care), and will not disclose it to third parties except to employees, contractors, or advisors who need to know it and are bound by confidentiality obligations at least as protective as this Section. Confidential Information does not include information that is or becomes publicly available through no fault of the receiving party, was rightfully known prior to disclosure, or is independently developed without reference to the disclosing party's Confidential Information. A party may disclose Confidential Information as required by law, provided it gives the other party reasonable notice where legally permitted.

09Representations, Warranties, and Disclaimers

9.1 Mutual Representations

Each party represents and warrants that: (a) it has the legal power and authority to enter into this Agreement; and (b) its execution and performance of this Agreement will not violate any agreement or obligation binding upon it.

9.2 Limited Services Warranty

Sitehub Suite warrants that, during the applicable Subscription Term, the Services will perform in all material respects in accordance with the then-current Documentation when used by Customer in accordance with this Agreement.

If Customer believes that the Services materially fail to conform to this warranty, Customer must notify Sitehub Suite with reasonable detail sufficient to permit Sitehub Suite to investigate the alleged non-conformity.

Sitehub Suite's sole obligation, and Customer's exclusive remedy, for breach of this warranty will be for Sitehub Suite, at its option, to: (a) use commercially reasonable efforts to correct the material non-conformity; or

(b) if Sitehub Suite determines that correction is not commercially reasonable, terminate the affected Services and refund any prepaid fees attributable to the terminated Services for the unused remainder of the applicable Subscription Term.

This warranty does not apply to any non-conformity resulting from: (i) Customer's use of the Services contrary to this Agreement or the Documentation; (ii) Customer Data; (iii) Non-Sitehub Suite Applications, systems, equipment, networks, or services; (iv) modifications not made or authorized by Sitehub Suite; or (v) circumstances outside Sitehub Suite's reasonable control.

9.3 Disclaimer

EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES, DOCUMENTATION, AND ALL RELATED MATERIALS ARE PROVIDED “AS IS” AND “AS AVAILABLE.”

SITEHUB SUITE DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

SITEHUB SUITE DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, COMPLETELY ERROR-FREE, OR COMPLETELY SECURE, OR THAT ALL ERRORS OR DEFECTS WILL BE CORRECTED.

CUSTOMER ACKNOWLEDGES THAT THE SERVICES MAY INCLUDE AUTOMATED, ANALYTICAL, ARTIFICIAL-INTELLIGENCE-ASSISTED, OR THIRD-PARTY DATA FEATURES AND THAT OUTPUTS FROM SUCH FEATURES MAY REQUIRE CUSTOMER REVIEW AND VALIDATION. CUSTOMER REMAINS RESPONSIBLE FOR DECISIONS MADE BASED UPON CUSTOMER DATA, REPORTS, RECOMMENDATIONS, OR OTHER OUTPUTS GENERATED THROUGH THE SERVICES.

10Indemnification

10.1 Indemnification by Sitehub Suite

Sitehub Suite will defend Customer against any third-party claim alleging that Customer's authorized use of the Services in accordance with this Agreement infringes or misappropriates such third party's United States patent, copyright, trademark, or trade secret rights, and Sitehub Suite will indemnify Customer against damages, costs, and reasonable attorneys' fees finally awarded against Customer by a court of competent jurisdiction or agreed to by Sitehub Suite in a settlement of such claim.

Sitehub Suite will have no obligation under this Section to the extent a claim arises from or relates to: (a) Customer Data; (b) a Non-Sitehub Suite Application or other third-party product, service, content, or technology; (c) modification of the Services by anyone other than Sitehub Suite or its authorized representatives; (d) use of the Services in violation of this Agreement or the Documentation; (e) use of the Services in combination with products, services, processes, or materials not provided by Sitehub Suite, where the claim would not have arisen but for such combination; or (f) continued use of allegedly infringing Services after Sitehub Suite has provided a substantially equivalent non-infringing alternative.

If the Services become, or in Sitehub Suite's reasonable opinion are likely to become, subject to an infringement claim, Sitehub Suite may, at its option: (i) procure the right for Customer to continue using the affected Services; (ii) modify or replace the affected Services so they are substantially equivalent and non-infringing; or (iii) terminate the affected Services and refund prepaid fees attributable to the terminated Services for the unused remainder of the applicable Subscription Term.

10.2 Indemnification by Customer

Customer will defend Sitehub Suite, its Affiliates, and their respective officers, directors, employees, contractors, and agents against any third-party claim arising from or relating to: (a) Customer Data, including any allegation that Sitehub Suite's authorized receipt, storage, processing, or use of Customer Data infringes or violates a third party's rights; (b) Customer's or an Authorized User's use of the Services in violation of this Agreement or applicable law; (c) Customer's products, services, business activities, representations, or dealings with third parties; or (d) Customer's gross negligence, willful misconduct, or violation of applicable law.

Customer will indemnify the foregoing parties against damages, costs, and reasonable attorneys' fees finally awarded by a court of competent jurisdiction or agreed to by Customer in settlement of such claim.

10.3 Indemnification by Procedure

A party seeking indemnification under this Section will: (a) promptly provide written notice of the applicable claim, provided that a failure to provide prompt notice will relieve the indemnifying party of its obligations only to the extent materially prejudiced by the delay; (b) give the indemnifying party sole control of the defense and settlement of the claim; and (c) provide reasonable cooperation at the indemnifying party's expense.

The indemnifying party may not settle a claim in a manner that admits wrongdoing by, imposes liability upon, or requires affirmative action by the indemnified party without the indemnified party's prior written consent, which will not be unreasonably withheld.

10.4 Exclusive Remedy

This Section 10 states the indemnifying party's sole liability, and the indemnified party's exclusive remedy, for third-party claims within the scope of this Section.

11Limitation of Liability

11.1 Exclusion of Certain Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS OPPORTUNITY, GOODWILL, OR ANTICIPATED SAVINGS, ARISING OUT OF OR RELATED TO THIS AGREEMENT, REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

SITEHUB SUITE WILL NOT BE LIABLE FOR LOSS, CORRUPTION, OR UNAVAILABILITY OF CUSTOMER DATA TO THE EXTENT CAUSED BY CUSTOMER, A THIRD PARTY, A NON-SITEHUB SUITE APPLICATION, OR CUSTOMER'S FAILURE TO MAINTAIN APPROPRIATE BACKUPS OR SECURITY CONTROLS.

11.2 General Liability Cap

EXCEPT AS PROVIDED IN SECTION 11.3, EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER TO SITEHUB SUITE FOR THE SERVICES GIVING RISE TO THE CLAIM DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT FIRST GIVING RISE TO LIABILITY.

IF THE EVENT GIVING RISE TO LIABILITY OCCURS DURING THE FIRST TWELVE (12) MONTHS OF THE APPLICABLE SUBSCRIPTION, THE CAP WILL BE THE FEES PAID OR PAYABLE FOR THAT INITIAL TWELVE-MONTH PERIOD.

11.3 Enhanced Liability Cap

For liability arising from: (a) a party's indemnification obligations under Section 10; (b) a party's breach of its confidentiality obligations; or (c) Sitehub Suite's breach of its obligations relating to the security of Customer Data, each party's total aggregate liability will not exceed two (2) times the amount calculated under Section 11.2.

11.4 Enhanced Liability Cap

The limitations in Sections 11.2 and 11.3 will not limit: (a) Customer's obligation to pay fees properly due under this Agreement; (b) liability arising from a party's fraud or willful misconduct; or (c) liability that cannot lawfully be limited or excluded under applicable law.

11.5 Allocation of Risk

The parties acknowledge that the limitations and exclusions in this Section reflect the allocation of risk between the parties and are an essential basis of the bargain between them, including the fees charged for the Services. These limitations will apply notwithstanding any failure of the essential purpose of any limited remedy.

12Term and Termination

12.1 Term

This Agreement begins on the earlier of Customer's Self-Serve Signup or the Effective Date of Customer's first Order Form, and continues until all of Customer's subscriptions (whether purchased through Self-Serve Signup or an Order Form) have expired or been terminated.

12.2 Termination for Cause

Either party may terminate this Agreement or an Order Form for cause if the other party materially breaches this Agreement and fails to cure such breach within 30 days of written notice, or if the other party becomes subject to bankruptcy or insolvency proceedings.

12.3 Effect of Termination

Upon termination or expiration, Customer's right to access the Services ends. Termination or expiration does not relieve Customer of its obligation to pay Fees accrued before the effective date of termination. Sections regarding fees owed, intellectual property, confidentiality, data export, disclaimers, indemnification, limitation of liability, and general provisions will survive termination.

12.4 Suspension

In addition to its termination rights above, Sitehub Suite may temporarily suspend Customer's or a User's access to the Services, without advance notice, if Sitehub Suite reasonably believes suspension is necessary to: (a) prevent harm to the Services, Sitehub Suite, other customers, or third parties, including in response to a security threat or suspected unauthorized access; or (b) comply with a court order or other legal requirement. Sitehub Suite will use commercially reasonable efforts to notify Customer promptly after any such suspension and to restore access once the underlying issue is resolved. Suspension for non-payment is governed by Section 4.7.

13General Provisions

13.1 Governing Law

This Agreement is governed by the laws of the State of Georgia, without regard to its conflict-of-laws principles.

13.2 Dispute Resolution

Any dispute arising out of this Agreement will be resolved by binding arbitration administered by the American Arbitration Association in Atlanta, Georgia, and each party waives any right to a jury trial or to participate in a class action.

13.3 Assignment

Neither party may assign this Agreement without the other party's prior written consent, except that either party may assign this Agreement in connection with a merger, acquisition, or sale of substantially all of its assets. Notwithstanding the foregoing, Sitehub Suite may assign this Agreement, without the Customer’s consent, to any parent, subsidiary, affiliate, or other entity that directly or indirectly controls, is controlled by, or is under common control with Sitehub Suite.

13.4 Notices

Notices under this Agreement must be in writing and delivered by email (with confirmation of receipt) or by nationally recognized courier to the addresses specified in the applicable Order Form or, for Sitehub Suite, to legal@sitehubsuite.com.

13.5 Force Majeure

Neither party will be liable for delays or failures in performance resulting from causes beyond its reasonable control, including natural disasters, internet or utility failures, or acts of government.

13.6 Entire Agreement

This Agreement, together with any applicable Order Forms and any incorporated policies (including the Privacy Policy, Acceptable Use Policy, and Support Policy), constitutes the entire agreement between the parties regarding the Services and supersedes all prior agreements or representations on the subject. As stated in the introductory paragraph, an Order Form controls over this Agreement only with respect to a conflict concerning the specialized or Professional Services, pricing, or terms it covers.

13.7 Severability; Waiver

If any provision of this Agreement is held unenforceable, the remaining provisions will remain in full force and effect. No failure to enforce any provision constitutes a waiver of that provision.

13.8 Changes to this Agreement

Sitehub Suite may update this Agreement from time to time. Material changes will be communicated by email or through the Services at least 30 days before taking effect for existing Customers. Continued use of the Services after the effective date of any change constitutes acceptance of the revised Agreement.

Contact: For questions about this Agreement, contact legal@sitehubsuite.com.