Terms of Service

Introduction

(with handy summaries at the end of each section)

These Terms of Service ("Agreement") govern access to the 9Line SaaS platform and related configuration, secure hosting, maintenance, technical support, and ongoing software updates provided by SkooledIn, Inc. d/b/a 9Line Dev ("9Line Dev", "we", "us", or "our") to customers ("Customer", "you", or "your").

By engaging our services, signing a proposal, or making payment, you agree to be bound by these terms. If you are entering this agreement on behalf of a company or organization, you represent that you have the authority to bind that entity to these terms.

These terms apply alongside any checkout, order form, project-specific agreement, statement of work, or proposal ("Project Agreement"). In case of conflict, the Project Agreement takes precedence for project-specific details.

When you subscribe, pay, or sign our proposal, you agree to these terms.

Make sure you have permission to sign if you're doing this on behalf of a company.

1. Services

9Line Dev provides access to a hosted SaaS platform for local service businesses, including but not limited to:

• Platform configuration and generated website deployment
• Secure hosting, maintenance, monitoring, and technical support
• Customer portal access, analytics, reporting, and lead-capture features
• Search, content, and business-growth tooling available through the platform
• Ongoing software updates and platform improvements

Specific platform access, configuration, usage limits, timelines, and pricing will be outlined in your Project Agreement. We will use commercially reasonable efforts to configure and operate the platform within the agreed timeline, subject to your timely provision of required materials and feedback.

We provide access to a hosted platform that can configure, deploy, host, maintain, monitor, and improve customer-facing web experiences.

The details of what we're building for you are in your project proposal or statement of work.

2. Customer Responsibilities

To ensure successful platform configuration and operation, you agree to:

• Provide all necessary content, images, logos, brand materials, and information in a timely manner
• Provide access to necessary accounts, platforms, hosting, and third-party services
• Review platform outputs and provide feedback within the timeframes specified in the Project Agreement
• Ensure all content provided does not infringe on third-party copyrights, trademarks, or other rights
• Obtain any necessary permissions, licenses, or consents for materials you provide
• Designate a primary point of contact with authority to make decisions and approve platform outputs

Delays in providing materials or feedback may result in configuration timeline extensions. If you fail to provide required materials or feedback for more than 30 days, we reserve the right to place the project on hold or terminate the agreement per Section 8.

We need your help to deliver great work. That means providing content, images, feedback, and access to necessary tools.

Please respond in a timely manner. If we don't hear from you for 30+ days, we may pause or close the project.

3. Intellectual Property and Data Rights

3.1 9Line Property: 9Line retains all right, title, and interest in the 9Line platform, software, code, templates, configurations, workflows, documentation, data models, datasets, analytics, derived data, improvements, and updates.

3.2 Platform Subscription: During an active subscription, you receive a limited, revocable right to access and use the platform and to display the generated site or platform output under domains you own or control. No ownership in the platform, software, generated code, configurations, workflows, templates, data models, datasets, analytics, derived data, improvements, or updates transfers to you.

3.3 Customer Materials License: To the maximum extent permitted by law, you assign to 9Line all rights you may have in platform data, generated outputs, configurations, workflows, analytics, datasets, derived data, improvements, and other materials created, generated, inferred, or processed through the Services. To the extent any assignment is not permitted, not effective, or not applicable to particular materials, you grant 9Line a perpetual, irrevocable, worldwide, royalty-free, fully paid, transferable, sublicensable license to use, reproduce, modify, adapt, analyze, display, distribute, perform, publish, commercialize, create derivative works from, train or evaluate models with, and otherwise exploit customer-provided content, media, data, business information, and other materials for platform operation, product development, analytics, benchmarking, marketing, security, compliance, and any other lawful business purpose.

3.4 Customer Marks and Third-Party Rights: You retain ownership of your pre-existing trademarks, logos, and third-party materials to the extent ownership cannot be assigned to 9Line, but you grant us the rights described above for those materials. You are responsible for obtaining all rights, consents, permissions, notices, and releases needed for us to use customer materials and end-user data.

3.5 Privacy-Law Limits: Personal information is handled as described in our Privacy Policy and applicable privacy laws. Nothing in this section authorizes either party to use personal information in a way prohibited by law.

4. Payment Terms

4.1 Pricing: All subscription fees and any setup or configuration fees are outlined in your checkout, invoice, Project Agreement, or order form. Prices are in US Dollars unless otherwise specified.

4.2 Payment Schedule: Payment terms vary by subscription and will be specified in your checkout, invoice, Project Agreement, or order form. Typical structures include:

• Monthly subscription fees billed in advance
• Setup or onboarding fees, where applicable
• Usage-based or premium feature fees, where applicable
• Other recurring or one-time fees stated in your agreement

4.3 Late Payments: Invoices are due within the timeframe specified (typically 15 days from invoice date). Late payments may incur a fee of 1.5% per month on the outstanding balance. We reserve the right to suspend work or services for accounts more than 30 days past due.

4.4 Scope Changes: Changes or additions to the agreed scope may result in additional fees. We will provide written notice and obtain your approval before proceeding with out-of-scope work.

4.5 Taxes: All fees are exclusive of applicable sales taxes, VAT, or similar taxes. You are responsible for paying all such taxes, except for taxes based on 9Line Dev's income.

5. Hosting and Third-Party Services

5.1 Third-Party Services: Our services may involve third-party platforms, tools, and services (hosting providers, analytics platforms, marketing tools, etc.). You may need separate agreements with these providers.

5.2 Not Our Responsibility: We are not responsible for the performance, availability, or terms of third-party services. You are responsible for maintaining accounts, paying fees, and complying with terms for any third-party services.

5.3 Recommendations: We may recommend specific third-party services based on project needs. These recommendations are provided as-is, without warranties. We may receive referral compensation from some providers, which does not affect our recommendations.

Your website may need hosting, domain registration, email services, and other tools. You'll need accounts with these providers.

We're not responsible if your hosting provider has an outage or changes their terms.

We'll recommend good tools, but the choice and cost are ultimately yours.

6. Confidentiality

Both parties agree to maintain the confidentiality of any proprietary or confidential information disclosed during our relationship. This includes business information, trade secrets, customer data, and any information marked as confidential.

This obligation does not apply to information that: (a) is publicly available through no fault of the receiving party; (b) was rightfully in the receiving party's possession prior to disclosure; (c) is independently developed without use of confidential information; or (d) must be disclosed pursuant to law or court order (with advance notice to the disclosing party where possible).

This confidentiality obligation survives termination of this agreement and continues for three (3) years from the date of disclosure.

7. Privacy and Data

We collect and process personal data in accordance with our Privacy Policy and applicable data protection laws, including GDPR and CCPA where applicable.

For generated sites and platform usage, you are responsible for lawful use of any personal data collected through your website or business operations. You are responsible for:

• Posting an appropriate privacy policy on your website
• Obtaining necessary consents for data collection
• Complying with applicable privacy and data protection laws
• Responding to data subject requests (access, deletion, etc.)

We will provide reasonable assistance in implementing privacy-compliant features (cookie notices, privacy policy pages, etc.), but you are ultimately responsible for legal compliance.

Subject to applicable privacy law, 9Line may use platform data, generated outputs, customer materials, analytics, derived data, and related information for platform operation, product development, analytics, benchmarking, marketing, security, compliance, and other lawful business purposes.

We respect privacy and follow data protection laws.

For your website and business operations, you're responsible for having a privacy policy, getting consent where needed, and following privacy laws.

We may use platform data and materials as allowed by these terms and applicable law.

8. Termination

8.1 By You: You may terminate services at any time with written notice. You will be responsible for payment for all fees accrued up to the termination date, plus any non-refundable expenses incurred.

8.2 By Us: We may terminate this agreement with 30 days' written notice, or immediately if: (a) you fail to pay invoices within 30 days of the due date; (b) you breach these terms and fail to cure within 15 days of notice; or (c) you fail to provide required materials or feedback for more than 30 days.

8.3 Effect of Termination: Upon termination, all outstanding invoices become due immediately. Your right to access the platform and display generated sites or platform outputs may end. Ownership and data rights remain governed by Section 3.

8.4 Survival: Sections 3 (Intellectual Property), 4 (Payment Terms), 6 (Confidentiality), 7 (Privacy), 9 (Warranties), 10 (Limitation of Liability), and 11 (General Provisions) survive termination.

9. Warranties and Disclaimers

9.1 Our Warranties: We warrant that:

• We have the right to enter into this agreement and provide the services
• Services will be performed in a professional and workmanlike manner
• The platform will substantially conform to specifications in the Project Agreement
• We will not knowingly include malicious code in platform outputs

9.2 Your Warranties: You warrant that:

• You have the right to use all materials you provide to us
• You have the right to grant the rights and licenses described in Section 3
• Your use of the platform and generated outputs will comply with all applicable laws
• You have authority to enter into this agreement

9.3 Disclaimer: EXCEPT AS EXPRESSLY STATED IN SECTION 9.1, THE PLATFORM, SERVICES, AND OUTPUTS ARE PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. WE DO NOT WARRANT THAT WEBSITES, THE PLATFORM, OR OUTPUTS WILL BE ERROR-FREE, UNINTERRUPTED, OR ACHIEVE SPECIFIC RESULTS (SUCH AS SEARCH RANKINGS, LEADS, OR CONVERSION RATES).

10. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, LOST DATA, OR BUSINESS INTERRUPTION, ARISING FROM OR RELATING TO THIS AGREEMENT, REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9LINE DEV'S TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING FROM OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE TOTAL AMOUNT PAID BY YOU TO 9LINE DEV IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM, OR $5,000, WHICHEVER IS GREATER.

THESE LIMITATIONS APPLY TO THE FULLEST EXTENT PERMITTED BY LAW, BUT DO NOT LIMIT LIABILITY FOR: (A) DEATH OR PERSONAL INJURY CAUSED BY NEGLIGENCE; (B) FRAUD OR FRAUDULENT MISREPRESENTATION; OR (C) ANY OTHER LIABILITY THAT CANNOT BE LIMITED BY LAW.

11. General Provisions

11.1 Entire Agreement: This Agreement, together with any Project Agreement, constitutes the entire agreement between the parties and supersedes all prior agreements and understandings, whether written or oral.

11.2 Amendments: Modifications to these terms must be in writing and signed by both parties. We may update these terms for future projects by posting revised terms at https://9line.dev/terms.

11.3 Assignment: You may not assign this agreement without our written consent. We may assign this agreement to a successor or affiliate.

11.4 Governing Law: This agreement is governed by the laws of the State of Delaware, without regard to conflict of laws principles. Any disputes will be resolved in the state or federal courts located in Delaware.

11.5 Severability: If any provision is found unenforceable, it will be modified to the minimum extent necessary, and other provisions remain in full effect.

11.6 Force Majeure: Neither party is liable for delays or failures due to circumstances beyond reasonable control (natural disasters, war, pandemics, government actions, etc.).

11.7 Notices: All notices must be in writing and sent to the email addresses specified in the Project Agreement or to legal@9line.dev for 9Line Dev.

11.8 Independent Contractors: We are independent contractors. This agreement does not create a partnership, joint venture, or employment relationship.