Terms of Service

1. Agreement and order of precedence

These Terms of Service ("Terms") are a binding agreement between Summit One LLC ("Summit One," "we," "us," or "our") and the business or other legal entity accepting them ("Customer," "you," or "your"). They govern access to the Summit One website, hosted software, support, onboarding, and related services (collectively, the "Services").

An order form, statement of work, data-processing addendum, or other written agreement signed by both parties may supplement these Terms. If there is a direct conflict, the signed order form controls for commercial terms, a signed data-processing addendum controls for covered data processing, and a signed statement of work controls for the specified professional services.

2. Business eligibility and authority

The Services are offered for legitimate business use by authorized representatives who are at least 18 years old and capable of entering a contract. By accepting these Terms, you represent that you have authority to bind the Customer, that the Customer is accurately identified, and that the Services will be used only for lawful business activity.

Summit One may request reasonable business verification, ownership, operational, or billing information during sales, onboarding, or account review. We may decline or restrict a relationship where the business, products, geography, information provided, or intended use presents unacceptable legal, security, operational, or reputational risk.

3. Services and changes

Subject to these Terms and payment of applicable fees, Summit One grants Customer a limited, non-exclusive, non-transferable right during the subscription term to permit authorized users to access and use the Services for Customer’s internal business operations.

Features, usage allowances, locations, users, support level, integrations, implementation activities, and subscription term are described in the applicable plan or order form. We may improve or modify the Services over time. We will not materially reduce the core functionality of a paid subscription during its current term without providing a commercially reasonable alternative, notice, or remedy where required by the agreement.

Beta, preview, trial, or evaluation features may be changed or discontinued and are provided without service-level commitments unless otherwise agreed in writing.

4. Accounts and authorized users

Customer is responsible for the accuracy of registration information, selection of administrators, assignment of permissions, and all activity under its accounts except to the extent caused by Summit One’s breach. Credentials are individual and may not be shared. Customer must use reasonable safeguards, promptly disable access for departed personnel, and notify us of suspected unauthorized access.

Summit One may suspend credentials or require security measures when reasonably necessary to protect the Services, Customer, other customers, or third parties. Administrators may be able to access, export, configure, or delete information associated with their organization.

5. Customer responsibilities

Customer is solely responsible for:

• Its products, services, prices, inventory, taxes, licenses, policies, advertising, customer communications, refunds, chargebacks, fulfillment, and legal obligations;
• The accuracy, quality, legality, and collection of Customer Data and instructions submitted to the Services;
• Obtaining required notices, consents, permissions, and rights for Customer Data and integrations;
• Maintaining independent merchant accounts, payment providers, banking services, and financial records;
• Configuring workflows, roles, locations, data retention, and notifications appropriate for its business;
• Using the Services in accordance with the Acceptable Use Policy and applicable law; and
• Reviewing outputs, exports, alerts, and automation before relying on them for material business decisions.

Customer must not misrepresent Summit One as the seller, merchant of record, payment provider, employer, franchisor, or owner of Customer’s business. The Services are not legal, accounting, tax, health, safety, employment, or regulatory advice.

6. Fees, invoicing, and taxes

Customer will pay subscription, onboarding, implementation, usage, and professional-services fees described in the applicable plan or order form. Unless otherwise stated, monthly subscriptions are billed in advance and annual subscriptions are invoiced in advance for the committed term. Usage exceeding included allowances may require an upgrade or incur agreed overage fees.

Invoices are due on the date stated. Late, undisputed amounts may result in suspension after reasonable notice and may accrue lawful collection costs or interest up to the maximum permitted rate. Customer must identify a good-faith billing dispute in writing within 15 days after the invoice date and timely pay all undisputed amounts.

Fees are non-refundable except as expressly stated in the applicable agreement or required by law. Customer is responsible for sales, use, excise, value-added, or similar transaction taxes, excluding taxes based on Summit One’s net income. Pricing does not include third-party charges unless expressly stated.

7. Subscription term, renewal, suspension, and termination

The term begins on the effective date of the applicable order and continues for the agreed period. Monthly subscriptions renew monthly, and annual subscriptions renew for successive annual periods, unless either party provides required non-renewal notice. The order form may specify different notice timing.

Either party may terminate for a material breach not cured within 30 days after written notice, or 10 days for nonpayment, unless a different cure period is stated. A party may terminate immediately where the other becomes subject to specified insolvency proceedings or where continued performance would violate law.

Summit One may suspend access when reasonably necessary due to nonpayment, a security risk, unlawful use, material violation of the agreement, or risk to the Services or third parties. We will use reasonable efforts to limit the scope and duration of suspension and provide notice when legally and operationally feasible.

Upon termination, Customer’s right to use the Services ends. Customer should request supported data exports before closure. Accrued payment obligations, confidentiality, intellectual-property provisions, disclaimers, limitations, indemnities, and provisions intended by their nature to survive will survive.

8. Customer Data and privacy

"Customer Data" means information submitted to the Services by or for Customer, excluding Summit One technology, service telemetry, and de-identified or aggregate information. As between the parties, Customer retains its rights in Customer Data. Customer grants Summit One a limited right to host, copy, transmit, modify, display, and otherwise process Customer Data as necessary to provide, support, secure, and improve the Services and fulfill the agreement.

Summit One will process personal information as described in the Privacy Policy and any signed data-processing addendum. Summit One may generate aggregate or de-identified information that does not reasonably identify Customer or an individual and use it for security, analytics, benchmarking, and service improvement.

9. Summit One intellectual property

Summit One and its licensors retain all rights, title, and interest in the Services, software, documentation, workflows, designs, trademarks, know-how, updates, and derivative works. No ownership transfers to Customer.

Customer may not copy, resell, sublicense, lease, reverse engineer, circumvent security, access source code, build a competing service using non-public elements, conduct unauthorized testing, remove proprietary notices, or use the Services beyond contracted rights, except where a restriction is prohibited by law.

If Customer provides suggestions or feedback, Summit One may use them without restriction or obligation, provided we do not publicly identify Customer as the source without permission.

10. Third-party services and integrations

The Services may interoperate with third-party systems selected or authorized by Customer. Those services are governed by their own agreements and privacy practices. Summit One does not control and is not responsible for third-party availability, pricing, changes, security, data handling, or acts. Customer authorizes Summit One to exchange information with configured services as needed to provide the integration.

A reference to a third-party product does not imply sponsorship, partnership, certification, or endorsement unless expressly stated in writing.

11. Confidentiality

Each party may receive non-public information that should reasonably be understood as confidential. The receiving party will protect it using at least reasonable care, use it only to perform or exercise rights under the agreement, and disclose it only to personnel, contractors, or advisers who need to know and are bound by appropriate obligations.

Confidential information excludes information the receiving party can demonstrate was lawfully known without restriction, independently developed, lawfully received from another source, or made public without breach. Required disclosure may be made under legal process, where lawful notice and reasonable assistance are provided.

12. Disclaimers

EXCEPT AS EXPRESSLY PROVIDED IN A SIGNED AGREEMENT AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." SUMMIT ONE DISCLAIMS IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE.

SUMMIT ONE DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT ALL INTEGRATIONS WILL REMAIN AVAILABLE, OR THAT CONFIGURATION OR REPORTS WILL SATISFY CUSTOMER’S LEGAL OR BUSINESS REQUIREMENTS. CUSTOMER IS RESPONSIBLE FOR APPROPRIATE REVIEW, BUSINESS CONTINUITY, AND INDEPENDENT RECORDS.

13. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR FOR LOST PROFITS, REVENUE, GOODWILL, BUSINESS INTERRUPTION, OR LOSS OF DATA, EVEN IF ADVISED OF THE POSSIBILITY.

EXCEPT FOR AMOUNTS THAT CANNOT LAWFULLY BE LIMITED, EACH PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE SERVICES WILL NOT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER TO SUMMIT ONE FOR THE SERVICES GIVING RISE TO THE CLAIM DURING THE 12 MONTHS BEFORE THE EVENT. THE ORDER FORM MAY STATE DIFFERENT LIMITS.

These limitations reflect the allocation of risk and apply regardless of the theory of liability. Some jurisdictions do not allow certain exclusions, so portions may not apply.

14. Indemnification

Customer will defend and indemnify Summit One and its personnel from third-party claims, damages, and reasonable costs arising from Customer’s products or services, Customer Data, unlawful or prohibited use, breach of Section 5, or infringement caused by materials or instructions supplied by Customer.

Summit One will defend Customer from a third-party claim that the unmodified paid Services, used as authorized, infringe a U.S. patent, copyright, or trademark, and will pay finally awarded damages or approved settlements. Summit One may modify or replace the affected Services or terminate them and refund prepaid unused fees. This obligation does not apply to claims arising from Customer Data, combinations, modifications, unauthorized use, continued use after notice, or third-party services.

15. Governing law and disputes

These Terms are governed by the laws of the State of Florida, without regard to conflict-of-laws principles. Unless a signed order form states otherwise, the state and federal courts located in Florida will have exclusive jurisdiction, and each party consents to personal jurisdiction and venue there.

Before filing a claim, the parties will attempt in good faith to resolve the dispute through business contacts for at least 30 days, except where urgent equitable relief is reasonably necessary. Each party waives trial by jury to the extent permitted by law.

16. General terms

Neither party may assign the agreement without the other’s consent, except to an affiliate or in connection with a merger, reorganization, or sale of substantially all relevant assets, provided the assignee assumes the obligations. Customer may not assign to a direct competitor or prohibited business without consent.

Neither party is liable for delay caused by events beyond reasonable control, excluding payment obligations. Notices must be sent to the business contacts in the order form and may be delivered electronically where permitted. The agreement is the entire agreement on its subject and supersedes prior discussions. Amendments must be in writing, except Summit One may update online policies prospectively with reasonable notice. If a provision is unenforceable, it will be modified to the minimum extent necessary and the remainder continues. Failure to enforce is not a waiver. The parties are independent contractors; no agency, partnership, franchise, employment, or fiduciary relationship is created.

17. Contact

Summit One LLC
Florida, United States
Legal notices: legal@summitone.app
Customer support: support@summitone.app