Terms & Conditions

Last Updated: 10.22.25

(A) Welcome to {{SITE_NAME}}. These Terms of Service (“Terms”) explain the terms under which {{SITE_NAME}} provides access to its website, platform, products, and services (collectively, the “Services”). These Terms form a legally binding agreement between the customer, business, or individual who registers for or uses the Services (“Customer,” “you,” or “your”) and {{SITE_NAME}} (“we,” “us,” or “our”).

(B) By registering for, accessing, or using the Services, you agree to be bound by these Terms and by our Privacy Policy, which is incorporated by reference into these Terms. If you do not agree, you must not use the Services.

(C) Important:

  • Clause 1.5 limits the right to use the Service to a single account within a single entity.

  • Clause 6.2 explains what we do not guarantee.

  • Clauses 11.2 and 11.4 limit our liability.

1. Permitted Usage

1.1 Subject to your compliance with these Terms (including payment of any applicable fees under Sections 2 and 8), {{SITE_NAME}} grants you a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Services solely for your own lawful and bona fide business or personal purposes.

1.2 You agree not to use the Services to upload, publish, store, distribute, or transmit:
(a) anything unlawful, harmful, threatening, defamatory, obscene, harassing, or racially or ethnically offensive;
(b) anything illegal or that could cause damage, injury, or harm to any person or property;
(c) content intended only for adults, including sexualized or pornographic material;
(d) content that promotes violence, suicide, self-harm, or incitement of any of these;
(e) fraudulent, deceptive, or scam-related content;
(f) content that infringes or misuses third-party intellectual property, trademarks, branding, or similar rights;
(g) any malware, spyware, exploit code, virus, worm, Trojan, or similar (“Viruses”); or
(h) anything that facilitates or assists any of (a)–(g).

{{SITE_NAME}} may, without liability, suspend or disable your access to any material that violates this Section. We fully reserve the right to cooperate with law enforcement and comply with lawful requests for information about such activity. If we determine that your business activities involve content described in (a)–(f) (whether or not sent using the Services), we may terminate this Agreement immediately.

1.3 You agree that you will not:
(a) except as required by non-waivable law or as expressly permitted in these Terms:
(i) copy, modify, duplicate, create derivative works of, frame, mirror, republish, download, display, transmit, or distribute any part of the Services or related documentation in any form or media;
(ii) reverse engineer, decompile, disassemble, or otherwise attempt to derive source code or human-readable form of any part of the Services;
(b) access or use the Services to build or offer a competing product or service;
(c) use the Services to provide services for or on behalf of any third party (e.g. “software as a service” for someone else) unless expressly allowed by {{SITE_NAME}} in writing;
(d) sell, rent, lease, assign, license, transfer, distribute, or otherwise commercially exploit the Services or make them available to a third party;
(e) attempt to obtain, or assist others in obtaining, unauthorized access to the Services.

1.4 You must use reasonable efforts to prevent unauthorized access to or use of the Services or our documentation. If you believe someone has gained unauthorized access, you must notify {{SITE_NAME}} promptly at support@placeholder.com. You may give access to your own clients or prospective clients, but you remain responsible for their actions.

1.5 The rights under these Terms are granted only to you (the Customer) and are not automatically extended to any parent, subsidiary, affiliate, or related company. Only one subscription/account per legal entity or individual is permitted. Creating duplicate or additional accounts for the same company, person, or entity is a material breach that is not curable.

1.6 You are responsible for ensuring that everyone you allow to access the Services (“Users”) complies with these Terms. Any action or omission by a User is treated as if you did it.

1.7 You are responsible for keeping usernames and passwords secure (including those of your Users). If you believe your login credentials were accessed without authorization, notify us immediately at support@placeholder.com so we can suspend the account if needed.

1.8 Where relevant, the Services may allow you to create/manage additional Users, set roles/permissions, and invite them via email. You are responsible for those invitations and their resulting access.

2. Increasing or Decreasing Permitted Usage

2.1 During any active subscription term, you may request to increase your permitted usage limits (for example, number of seats, projects, assets, bandwidth, etc.). {{SITE_NAME}} will make commercially reasonable efforts to allow that, subject to these Terms.

2.2 If you upgrade (buy more usage, features, seats, etc.) partway through a billing period, we may charge you a prorated fee for the remainder of that period at then-current rates.

2.3 If you downgrade (reduce usage limits or features), the change will typically take effect at the start of your next renewal period. Downgrading may cause loss of features, capacity, or content.

3. Services

3.1 {{SITE_NAME}} will provide the Services to you during your active subscription term, subject to these Terms.

3.2 We aim to make the Services available 24/7, except for:
(a) planned maintenance; and
(b) unplanned maintenance, outages, network issues, or emergencies.
We’ll try (not promise) to give advance notice when reasonable.

3.3 We may offer standard support at no additional cost during normal business hours (as defined by us from time to time). We may update our support policy at our sole discretion.

3.4 From time to time, we may offer “beta,” “preview,” or experimental features for free or at reduced cost. You agree that we may change, pause, or discontinue such beta features at any time, with or without notice, and we will not be liable for any impact of that discontinuation. After a beta ends, we may require payment to keep using it.

3.5 We may suspend your access, or a specific User’s access, if:
(a) we suspect illegal activity;
(b) an account is not fully activated/verified, or you request closure;
(c) we receive a lawful request or order from authorities.

3.6 You may terminate your account (or a User’s account) using the account settings or by contacting support@placeholder.com, subject to Section 12.

3.7 You retain ownership of all data, content, and materials you upload, submit, or store in the Services (“Customer Data”). You are solely responsible for the legality, reliability, integrity, accuracy, and quality of the Customer Data.

3.8 You grant {{SITE_NAME}} a non-exclusive, worldwide, royalty-free license to host, store, process, transmit, display, and otherwise use Customer Data as needed to provide and support the Services. You represent and warrant that you have all rights necessary to grant this license.

3.9 We handle personal data according to our Privacy Policy. We may use your contact details (like your email) to notify you about features, service changes, or other offerings we think may be relevant.

4. Free Accounts

4.1 We may (but are not obligated to) offer a free tier, free trial, or limited free account (“Free Basis”). Only one free account is allowed per company, person, or entity.

4.2 We may end a Free Basis account at any time, with reasonable notice (for example, 7 days’ notice), and may require you to move to a paid plan to continue access.

5. Third-Party Services

You may choose to connect or use third-party services, integrations, or platforms through or with our Services. You do so at your own risk.
We do not control and are not responsible for:

  • third-party content,

  • their terms,

  • their privacy practices, or

  • any transactions between you and them.

You should review any relevant third party’s terms and privacy policy before using their services. We do not endorse third-party services just because they’re accessible through our Services.

6. Our Obligations

6.1 We will use reasonable skill and care to deliver the Services substantially as described in our product documentation or feature descriptions.

6.2 The commitment in 6.1 does not apply if issues arise from:
(a) misuse of the Services or use contrary to our instructions;
(b) modification of the Services by anyone other than us;
(c) circumstances outside our reasonable control.

If the Services do not meet 6.1, we may attempt to correct the issue or provide an alternative workaround. That is your exclusive remedy for any breach of 6.1.

6.3 You acknowledge the Services are not built uniquely for your specific requirements. You are responsible for confirming that the functionality meets your needs.

6.4 You acknowledge that no complex online service can be tested in all environments and all edge cases. We do not guarantee a completely error-free experience in all situations.

6.5 EXCEPT AS EXPRESSLY SET OUT IN THESE TERMS, WE DO NOT WARRANT THAT:

  • the Services will be uninterrupted or error-free;

  • the Services will meet your requirements;

  • the Services are 100% secure or free of Viruses;

  • the Services will be compatible with every browser, network, system, or device.

6.6 You understand that internet transmission is never fully secure. We are not responsible for interception, interruption, or corruption of data outside our reasonable control.

6.7 Nothing in these Terms prevents us from offering similar services to others or independently developing similar features.

7. Your Obligations

You agree to:
(a) provide us with all cooperation, access, and information reasonably needed to deliver the Services;
(b) comply with all applicable laws and regulations;
(c) follow any reasonable timelines, onboarding steps, or implementation requirements we provide;
(d) ensure Users follow these Terms;
(e) obtain and maintain all consents, licenses, and permissions necessary for us to provide the Services to you;
(f) make sure your systems, browsers, and network meet our technical requirements;
(g) maintain your own network connections and internet access. We are not responsible for outages or issues caused by your infrastructure or ISP.


8. Proprietary Rights

8.1 We (and/or our licensors) own all intellectual property rights in and to the Services, software, code, features, interface design, logos, and documentation. Except for the limited usage rights we grant you in Section 1, you receive no other rights or licenses.

8.2 All trademarks, logos, service marks, look & feel, etc. displayed in the Services are owned by {{SITE_NAME}} or licensed to {{SITE_NAME}}. Nothing in these Terms grants you the right to use them without our prior written consent.

8.3 All other trademarks belong to their respective owners.

9. Indemnity

9.1 You agree to defend, indemnify, and hold harmless {{SITE_NAME}}, its officers, directors, employees, agents, and affiliates from and against any claims, damages, liabilities, losses, costs, and expenses (including reasonable legal fees) arising out of or related to:

  • your use of the Services;

  • your violation of these Terms;

  • your infringement or misuse of third-party rights;

  • your Customer Data.

9.2 We agree to defend you against any third-party claim that the Services, as provided by us and used according to these Terms, infringe a valid U.S. intellectual property right, and we will cover any final damages or settlement amounts we approve — provided that:
(a) you promptly notify us of the claim;
(b) you give us full control of the defense and settlement; and
(c) you cooperate with us as reasonably requested.
We may (at our option):

  • obtain the right for you to continue using the Services,

  • modify or replace the Services to avoid infringement, or

  • if those options are not commercially reasonable, terminate your access to the affected part of the Services and issue a pro-rated refund for the unused portion of prepaid fees.

9.3 We will have no obligation under Section 10.2 if the claim results from:
(a) modifications made by anyone other than {{SITE_NAME}};
(b) use of the Services in violation of these Terms;
(c) use of the Services after we notify you to stop due to an infringement concern.

9.4 This Section 10 states each party’s entire liability and exclusive remedy regarding third-party IP infringement claims.

10. Limitation of Liability

10.1 This Section limits {{SITE_NAME}}’s total liability to you.

10.2 EXCEPT AS EXPRESSLY PROVIDED HERE:
(a) you are solely responsible for results obtained from use of the Services (including any decisions you make based on those results);
(b) to the fullest extent permitted by law, we disclaim all warranties, conditions, and representations, whether express, implied, statutory, or otherwise including implied warranties of merchantability, fitness for a particular purpose, non-infringement, and any warranties arising from course of dealing or usage;
(c) the Services are provided “as is” and “as available.”

10.3 Nothing in these Terms excludes liability for:
(a) death or personal injury caused by our gross negligence; or
(b) fraud or fraudulent misrepresentation.

10.4 TO THE MAXIMUM EXTENT PERMITTED BY LAW AND SUBJECT TO 11.3:
(a) WE WILL NOT BE LIABLE FOR
(i) loss of profits, revenue, business, or goodwill;
(ii) loss or corruption of data;
(iii) pure economic loss;
(iv) any indirect, special, incidental, consequential, or punitive damages;
whether arising in contract, tort (including negligence), strict liability, or otherwise.
(b) OUR TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS IN ANY 12-MONTH PERIOD SHALL NOT EXCEED THE GREATER OF:
– USD $7,200 (seven thousand two hundred U.S. dollars), OR
– 100% of the total fees you actually paid to {{SITE_NAME}} in the 12 months immediately before the event giving rise to the claim.

11. Term and Termination

11.1 This Agreement begins on the date you first register for or access the Services (“Effective Date”) and continues for the initial subscription term you selected (the “Initial Subscription Term”). After that, it will automatically renew for successive renewal periods equal to the Initial Subscription Term (each, a “Renewal Period”) unless:
(a) either party gives written notice of non-renewal at least [insert number, e.g. 30 or 60] days before the end of the current term; or
(b) this Agreement is otherwise terminated under this Section.
Free accounts (if offered) do not have a fixed Initial Subscription Term and may be ended by us with reasonable notice.

11.2 Either party may terminate this Agreement immediately by written notice if the other party:
(a) fails to pay fees when due and does not cure within 7 days after written notice;
(b) commits a material breach of these Terms that is not curable, or (if curable) fails to cure within 14 days after written notice;
(c) repeatedly breaches these Terms in a way that shows an inability or unwillingness to comply;
(d) becomes insolvent, admits inability to pay debts as they come due, makes an assignment for the benefit of creditors, files for bankruptcy or similar protection, or is subject to similar creditor or insolvency proceedings; or
(e) ceases or threatens to cease business operations.

11.3 On termination for any reason:
(a) all rights and licenses granted to you under these Terms immediately end;
(b) your access to the Services will be disabled;
(c) we may delete or restrict access to your Customer Data (so please export what you need in advance, if the product allows export);
(d) each party must return or destroy the other party’s confidential information upon request;
(e) termination does not affect any rights or obligations that existed before termination, including the right to seek damages for prior breaches.

12. Force Majeure

We are not liable for delays or failures caused by events outside our reasonable control, including but not limited to: labor disputes, utility failures, internet or hosting outages, acts of God, war, terrorism, civil unrest, government actions, fire, flood, natural disasters, hardware/software/telecom failures by third parties, or other events of similar scope. We’ll let you know if such an event occurs and affects performance.

13. Confidentiality

13.1 “Confidential Information” means non-public information disclosed by one party (“Disclosing Party”) to the other (“Receiving Party”) that is identified as confidential or reasonably should be considered confidential given the nature of the information and the context of disclosure. For {{SITE_NAME}}, this includes business plans, pricing, technology, product design, roadmaps, architecture, security practices, and customer information.

13.2 The Receiving Party agrees not to use, copy, disclose, or share the Disclosing Party’s Confidential Information except as needed to perform under these Terms, and only to staff, advisors, or contractors who are bound by similar confidentiality obligations.

13.3 Confidential Information does not include information that:
(a) was already lawfully known to the Receiving Party without confidentiality obligations;
(b) becomes public through no fault of the Receiving Party;
(c) is received lawfully from a third party with no duty of confidentiality;
(d) is independently developed without use of the Disclosing Party’s Confidential Information; or
(e) both parties agree in writing is not confidential.

13.4 A party may disclose Confidential Information if required by law, subpoena, court order, or regulatory authority, provided it (if legally allowed) gives reasonable notice to the other party.

13.5 You grant {{SITE_NAME}} a perpetual, irrevocable, royalty-free, worldwide license to use any feedback, suggestions, improvement ideas, or recommendations you provide (“Feedback”). Feedback is not your Confidential Information.

14. Waiver

Failure or delay by either party to enforce any provision of these Terms will not be deemed a waiver of that right or any other right.

15. Rights and Remedies

Unless expressly stated otherwise, the rights and remedies in these Terms are cumulative and in addition to any rights available at law.

16. Severability

If any part of these Terms is held invalid, illegal, or unenforceable, the remaining portions will remain in full force. If a provision can be modified to be enforceable while preserving its intent, it will be enforced to that modified extent.

17. Entire Agreement

17.1 These Terms (together with any order form, signup form, pricing plan, and our Privacy Policy) are the entire agreement between you and {{SITE_NAME}} regarding the Services and replace any prior or contemporaneous agreements.

17.2 You acknowledge you are not relying on any statement, promise, or representation not expressly included in these Terms.

18. Assignment

18.1 You may not assign, transfer, sublicense, or delegate any of your rights or obligations under these Terms without our prior written consent.

18.2 We may assign or transfer our rights and obligations (for example, in connection with a merger, acquisition, sale of assets, or similar transaction).

19. No Partnership or Agency

Nothing in these Terms creates a partnership, joint venture, fiduciary, or agency relationship. Neither party can bind the other.

20. Third-Party Rights

These Terms do not create any rights for any third party, except permitted successors/assignees of {{SITE_NAME}}. No third party may enforce these Terms.

21. Governing Law

These Terms — and any dispute, claim, or controversy arising out of or relating to them, including non-contractual disputes or claims — are governed by and will be construed in accordance with the laws of the State of Delaware, United States, without regard to conflict-of-law principles.

22. Dispute Resolution Process

22.1 If a dispute arises, the parties will first attempt in good faith to resolve it through informal discussions.
22.2 If the dispute cannot be resolved informally within a reasonable period, either party may request mediation with a mutually agreed neutral mediator. The parties will share mediation costs equally unless otherwise agreed.
22.3 Either party may seek injunctive or equitable relief (for example, to stop unauthorized use or disclosure of confidential information or IP) at any time.
22.4 If mediation does not resolve the dispute, either party may pursue litigation as described in Section 24.

23. Jurisdiction

You and {{SITE_NAME}} agree that the state and federal courts located in the State of Delaware, USA, shall have exclusive jurisdiction over any dispute or claim arising out of or relating to these Terms or the Services, and each party hereby irrevocably submits to the personal jurisdiction of those courts.

24. Interpretation and Definitions

24.1 Definitions

  • “Affiliate” means any entity that controls, is controlled by, or is under common control with a party, where “control” means direct or indirect ownership of more than 50% of the voting interests or the ability to direct management.

  • “Agreement” means these Terms of Service, plus any applicable order/registration form, pricing plan, or addendum you agreed to when signing up.

  • “Business Day” means any weekday other than a public holiday in the State of Delaware, USA.

  • “Customer Data” means any content, data, files, text, images, graphics, audio, video, code, or other materials submitted, uploaded, transmitted, stored, or otherwise made available by you (or on your behalf) in connection with the Services.

  • “Customer,” “you,” “your” means the entity or individual accepting these Terms and/or using the Services.

  • “Effective Date” means the date you first agree to these Terms or first access the Services, whichever is earlier.

  • “Free Basis” means any free, trial, evaluation, or no-cost access plan offered by {{SITE_NAME}}.

  • “Initial Subscription Term” means the initial paid term you selected at signup.

  • “Normal Business Hours” means the standard support hours we publish or communicate.

  • “Permitted Usage” means the usage limits, seats, features, or resource allocations associated with your plan.

  • “Services” means the {{SITE_NAME}} platform, website, tools, software, dashboards, features, content delivery, and related services provided under these Terms.

  • “Subscription Term” means the Initial Subscription Term plus any Renewal Period(s).

  • “User” means any person you authorize to access the Services under your account.

  • “Virus” means code, file, script, or program designed to or having the effect of disrupting, damaging, exfiltrating, or interfering with systems, networks, data, or user experience.

24.2 Headings are for convenience only and do not affect interpretation.
24.3 Words in the singular include the plural and vice versa.
24.4 References to “including,” “include,” or “for example” mean “including without limitation.”
245.5 “Written” or “in writing” includes email and in-product/system notifications.

24.6 We may update these Terms (including pricing terms for renewals) by posting the revised version on the Site or notifying you by email or via your account dashboard. Continued use of the Services after the effective date of any update constitutes acceptance of the updated Terms.

25. Contact

If you have questions about these Terms, please contact us:
{{SITE_NAME}}
Email: support@placeholder.com