Service Agreement

1. Limitation of Liability
Provider’s maximum liability under this Agreement shall not exceed three (3) months’ worth of service fees actually paid by Client, excluding any fees related to hosting, API usage, or third-party integrations.
2. Term and Minimum Commitment
The minimum contract period is six (6) months. Client agrees to remain subscribed and pay service fees for at least this duration.
3. Outstanding Balance and Termination
Outstanding balances beyond ninety (90) days from the invoice date may result in suspension or termination of services. If balance remains unpaid for longer than six (6) months, Provider may pursue recovery in small claims court.
4. No Responsibility for Business Decisions
Provider shall not be held responsible for poor business decisions made by Client based on data analysis or recommendations provided.
5. Liability for Data and Service Quality
Provider’s liability for failure to protect confidential data and privacy shall be limited to three (3) months of service fees. For poor operability, functionality, or quality of services, Client’s remedy is elimination of the minimum contract period requirement.
6. Implementation Timeline
Client acknowledges that results of setup may take approximately two (2) weeks to four (4) months depending on complexity. Client agrees to wait a reasonable time before expecting measurable outcomes.
7. Limitation of Damages
In no event shall Provider be liable for any indirect, incidental, consequential, or special damages, including but not limited to lost profits or lost data.
8. Dispute Resolution and Waivers
Client agrees to mandatory arbitration for all disputes. Client waives any right to participate in a class action lawsuit. Client agrees to indemnify and hold Provider harmless from third-party claims. Provider disclaims all warranties not expressly stated in this Agreement.
9. Fees and Payment
Client shall pay the fees specified in the order form. Usage-based costs (including APIs, hosting, and integrations) are billed in addition to base service fees. All fees are non-refundable unless otherwise required by law.
10. Client Data Responsibilities
Client is solely responsible for the accuracy, legality, and completeness of data provided. Client shall not misuse or attempt to gain unauthorized access to the Services.
11. Confidentiality
Both parties agree to keep confidential information disclosed under this Agreement private and use it only for purposes related to this Agreement.
12. Disclaimer of Warranties
Services are provided 'AS IS' without warranties of any kind, express or implied. Provider does not guarantee specific business outcomes or error-free operation.
13. Data Security & Privacy
• Data Ownership: Client retains all rights, title, and interest in its data. Provider does not claim ownership.
• Use of Data: Provider will access/process data only as necessary to provide the Services or comply with law.
• Confidential Data Protection: Provider will implement reasonable safeguards against unauthorized access/disclosure.
• Encryption: Data in transit will be encrypted using TLS/SSL. Data at rest will be stored securely.
• Privacy Compliance: Provider will make commercially reasonable efforts to comply with GDPR, CCPA, and other applicable laws.
• Security Incidents: Provider will notify Client without undue delay after confirmed unauthorized disclosures.
• Data Retention: Client data may be retained for up to 90 days after termination, after which it will be deleted unless legally required.
• Third-Party Services: Provider is not responsible for third-party vendors’ practices but will use reputable providers.
14. Miscellaneous
This Agreement represents the entire agreement between the parties. Client may not assign this Agreement without Provider’s consent. Neither party shall be liable for delays caused by events beyond reasonable control (Force Majeure).