Last Updated: April 3, 2026
This Master Services Agreement ("Agreement") is entered into by and between Acuba LLC ("Provider," "we," or "us") and the business entity registering for the Service ("Client" or "you").
By creating an account or accessing the Service, you agree to be bound by this Agreement. If you are entering into this Agreement on behalf of a company, you warrant that you have the authority to bind that entity to these terms.
2.1 License Grant. Subject to payment of applicable fees, Provider grants Client a limited, non-exclusive, non-transferable right to access and use the Service strictly for Client’s internal business purposes.
2.2 B2B Only. Client represents and warrants that it is a business entity. The Service is not intended for consumers. Client shall not use the Service for personal, family, or household purposes.
2.3 Restrictions and Acceptable Use. Client shall not: (a) reverse engineer the Service; (b) use the Service to build a competitive product; (c) use the Service to send unsolicited messages or (d) use the Service in violation of applicable laws.
3.1 Fees and Payment Processing. Client agrees to pay the fees specified in the ordering interface. All payments are securely processed and managed via our third-party provider, Stripe. By subscribing, Client authorizes Provider (and Stripe) to charge the payment method on file for all recurring fees. We do not store banking or credit card numbers on our servers. Client must manage billing details directly through the Stripe Customer Portal.
3.2 Subscriptions and Add-ons. Base subscription plans, "Staff Packs," and additional Admin licenses are billed on a co-terminous cycle. If Client is on an Annual base plan, all add-ons will be billed annually; if on a Monthly base plan, add-ons will be billed monthly.
3.3 Proration. Mid-cycle changes are prorated. Upgrades or additions are charged a prorated amount immediately for the remainder of the period. Downgrades result in a prorated credit applied to the account balance for future invoices.
3.4 Taxes. Fees are exclusive of taxes. Client is responsible for all applicable sales, use, or value-added taxes.
4.1 Ownership. Client retains all rights, title, and interest in and to the Client Data. Provider acquires no rights in Client Data, other than the rights to host, reproduce, and use such data strictly to provide the Service.
4.2 AI & Recommendations. Client acknowledges that Provider may process Client Data using AI and geolocation tools to generate recommendations and insights.
4.3 Feedback. We collect comments, suggestions, and feedback that you or your Authorized Users voluntarily provide. We use this feedback to evaluate platform performance and inform the development of new features. By submitting feedback, you grant Provider a perpetual, irrevocable, royalty-free license to use and incorporate such feedback into the Service for any business purpose without compensation or obligation to you.
5.1 Hosting Location. Provider hosts and processes data primarily in Virginia, United States. Client consents to the transfer, storage, and processing of Client Data in the United States.
5.2 Security. Provider maintains commercially reasonable administrative, physical, and technical safeguards to protect Client Data.
5.3 Sub-processors. Provider engages third-party entities to assist in providing the Service (e.g., for hosting, payment, and AI integration). A current list of these Sub-processors is available to Client upon written request. Provider shall remain liable for the acts and omissions of its Sub-processors to the same extent Provider would be liable if performing the services itself.
6.1 Obligations. Each party agrees to protect the other’s Confidential Information with the same degree of care it uses to protect its own, but in no event less than reasonable care.
6.2 Exclusions. Confidential Information does not include information that: (a) is already public; (b) was known to the receiver prior to disclosure; or (c) is independently developed without reference to the Confidential Information.
7.1 "As Is." THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE." PROVIDER DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
7.2 No Legal Advice and Output Disclaimer. The Service, including any recommendations, coordinates, or insights generated by AI or geolocation tools, is provided for informational purposes only and does not constitute legal, financial, or professional advice. Provider does not warrant that any generated outputs will be accurate, complete, or reliable. Client is solely responsible for verifying all outputs before relying on them to make business decisions or ensure compliance with local laws.
8.1 Waiver of Consequential Damages. IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF PROFITS OR DATA).
8.2 Liability Cap. EXCEPT FOR CLIENT'S INDEMNIFICATION OBLIGATIONS HEREUNDER, PROVIDER'S TOTAL LIABILITY ARISING OUT OF THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY CLIENT HEREUNDER IN THE TWELVE (12) MONTHS PRECEDING THE INCIDENT.
8.3 Client Indemnification. Client agrees to indemnify, defend, and hold harmless Provider and its affiliates, officers, and employees from and against any third-party claims, liabilities, damages, and costs (including reasonable attorneys' fees) arising out of or related to: (a) Client’s violation of any applicable local, state, or federal laws; (b) Client Data; or (c) Client's breach of Section 2.3 (Restrictions) of this Agreement.
9.1 Term. This Agreement commences on the date Client accepts it and continues until the account is terminated.
9.2 Termination and Refunds. Either party may terminate this Agreement at any time. We offer a 45-day money-back guarantee for new subscriptions.
9.3 Data Retention Post-Termination. Upon termination, access to the Service ceases immediately. Provider may retain encrypted backups of Client Data in cold storage for up to 60 days for disaster recovery purposes. These backups are not guaranteed to be recoverable for Client use and will be permanently deleted after this period.
10.1 No GDPR/CCPA. Provider operates solely from the United States and targets US-based business clients. Provider does not recognize the jurisdiction of the EU GDPR or the California CCPA. Client warrants that it is not subject to requirements that would compel Provider to comply with such regulations.
11.1 Governing Law. This Agreement shall be governed by the laws of the State of New Jersey, without regard to its conflict of laws principles. Any legal action or proceeding arising under this Agreement will be brought exclusively in the federal or state courts located in New Jersey, and the parties hereby consent to personal jurisdiction and venue therein.
11.2 Entire Agreement. This Agreement, together with our Privacy Policy, any applicable ordering interface or order form, and any executed Data Processing Addendum (if applicable), constitutes the entire agreement between the parties regarding the Service and supersedes all prior agreements, representations, and understandings, whether written or oral.
The form has been successfully submitted.