Terms and Conditions

This Framework Service Agreement, along with the documents listed below (collectively, the "Agreement"), defines the terms between the Client and Resite. It governs access to and use of Resite's online platform and tools. Resite and the Client are individually referred to as a "party" and collectively as "parties." This Agreement takes effect on the date the Client signs up to one of our subscriptions via "Stripe" or signs an order form.

By completing online registration with Stripe or signing an order form referencing this Agreement, the Client accepts this Agreement terms as well as : Terms of use, Cookies, Legal Notice, Privacy Policy, Subcontractors, Security Measures.

If you are accepting this Agreement on behalf of a company or entity, you represent that you have the authority to bind it. Otherwise, you must not accept the Agreement or use the Services.

A. Description of Services

Resite is a digital solutions provider specializing in AI-powered website creation, lead generation, and reputation management. Our platform helps businesses enhance their online presence, attract more leads, and automate customer interactions. With a focus on seamless user experience and data-driven optimization, Resite ensures that businesses maximize their digital potential effortlessly.

B. Contractual Documents

The Agreement consists of the following documents:

• Order Form signed by the Client, any order documentation, or online subscription page via Stripe;
• This Framework Service Agreement, including Section A, Description of Services, and any amendments;
• Privacy Policy;
• Terms of Use;
• Subcontractors;
• Security Measures.

1. Services

1.1 Subscription. Resite provides access to its Services through a subscription. The Client may subscribe by signing an Order Form or subscribing online with stripe.

1.2 Subscription Term. Subscriptions are valid for the duration specified online or in the Order Form. Online subscriptions automatically renew unless either party notifies the other 30 days before expiration. Order Forms do not renew automatically.

1.3 Subscription Plan. Resite provides Services according to the Subscription Plan chosen by the Client.

1.4 Service Provision. Resite manages the Services in compliance with applicable laws and may modify them at its discretion.

1.5 Access to Services. In exchange for subscription payment and compliance with the Agreement, Resite grants the Client a non-exclusive, non-transferable right to use the Services for the subscription period. The Client may authorize Users to use the Services in accordance with the Agreement.

1.6 Subcontractors. Resite may engage subcontractors (Sections 1 and 2) to fulfill its obligations and remains responsible for subcontractors, particularly in handling Personal Data.

1.7 Support. Resite provides technical support via email, Monday to Friday, from 9 AM to 6 PM, subject to the payment of subscription fees.

1.8 Third-Party and External Services. Third-party services are subject to their respective providers' terms, and Resite does not provide support for them. Resite may discontinue access if the provider ceases compatibility.

1.9 Account Information. Resite may collect usage data and account information to monitor compliance with subscription terms.

2. Use of Services and Content

2.1 Usage Restrictions. Unless authorized in this Agreement, the Client must not, and must not allow third parties to: (1) sell, transfer, or sublicense the Services; (2) use the Services for outsourcing; (3) bypass Subscription Plan or Agreement limits; (4) disable security features; (5) decompile or reverse-engineer the source code; (6) modify or create derivative works of the Services; (7) remove proprietary notices; (8) use the Services unlawfully; (9) infringe intellectual property rights; (10) transmit offensive content; (11) upload viruses; (12) overload the Services with excessive data; (13) disrupt other users' access; (14) develop or sell a competing product; (15) use the Services for competitive purposes; (16) circumvent User identity requirements.

Clients must comply with applicable laws and internal policies. Violations may result in suspension or termination of access.

2.2 Authorized Users; Accounts. The Client is responsible for its Users' actions and must ensure account security. Credentials must not be shared; each User must have a unique identity. The Client must provide accurate and up-to-date information for Service access.

3. Data Protection

3.1 Data Protection Laws. Resite acts as a processor for Client Personal Data and complies with applicable data protection laws. The Client is responsible for ensuring it has the right to share data with Resite.

3.2 Data Processing. Resite processes Client Data only as instructed in this Agreement and according to applicable laws. Resite implements appropriate security measures to protect data.

4. Intellectual Property Rights

4.1 Resite IP. Resite owns and retains all rights, title, and interest in:

• The Services and their underlying technology;
• Resite Content;
• Resite Marks;
• Any improvements, modifications, or derivatives of the above;
• Any feedback, suggestions, or enhancement requests from the Client.

4.2 Client IP. The Client owns and retains all rights to Client Data. The Client grants Resite a non-exclusive license to use Client Data for providing the Services.

4.4 Third-Party Services. Third-Party Services are subject to their respective terms and conditions. Resite makes no warranties regarding Third-Party Services.

4.5 Restrictions. The Client must not modify, create derivative works, decompile, or reverse engineer the Services or attempt to gain unauthorized access.

5. Confidentiality

5.1 Definition. Confidential Information includes non-public information disclosed by either party, including business plans, technology, and financial information.

5.2 Obligations. Each party agrees to protect the other's Confidential Information with the same care as its own and not to disclose it except to employees and contractors who need to know it.

5.3 Exclusions. Information is not confidential if it: (a) was known prior to disclosure; (b) becomes public through no fault of the receiving party; (c) is independently developed; or (d) is lawfully received from a third party.

5.4 Disclosure. Disclosure may be made if required by law, provided the receiving party gives reasonable notice to the disclosing party.

6. Fees and Payment

6.1 Fees. The Client agrees to pay all fees specified in the Order Form or online subscription. Fees are non-refundable except as expressly provided in this Agreement.

6.2 Payment. For online subscriptions, payment is processed through Stripe. For Order Forms, payment terms are specified in the Order Form.

6.3 Taxes. Fees do not include taxes. The Client is responsible for all taxes associated with the Services.

6.4 Fee Changes. Resite may change fees for subscription renewals with 30 days' notice before the renewal date.

6.5 Late Payment. Late payments may result in interest charges and suspension of Services.

6.6 Disputes. The Client must notify Resite of any fee disputes within 15 days of the invoice date.

7. Term and Termination

7.1 Term. This Agreement begins on the Effective Date and continues until all Subscriptions have expired or been terminated.

7.2 Termination for Cause. Either party may terminate for material breach if not remedied within 30 days of written notice.

7.3 Effect of Termination. Upon termination, all rights granted under this Agreement cease, and the Client must stop using the Services.

7.4 Data Return. Resite will make Client Data available for export within 30 days of termination. After 60 days, Resite will delete all Client Data.

8. Warranties and Disclaimers

8.1 Mutual Warranties. Each party warrants it has the legal power to enter into this Agreement.

8.2 Resite Warranties. Resite warrants that the Services will perform materially in accordance with the Documentation and that it will not materially decrease the functionality of the Services during a Subscription Term.

8.3 Client Warranties. The Client warrants that it owns or has the necessary rights to Client Data and that Client Data will not violate third-party rights or applicable laws.

8.4 Disclaimer. Except as expressly provided herein, the Services are provided "as is" without any warranty.

9. Limitation of Liability

Except as prohibited by law, neither party will be liable for indirect, special, incidental, or consequential damages. Each party's aggregate liability is limited to the amount paid by the Client in the 12 months preceding the event giving rise to the claim.

10. Indemnification

The Client will indemnify Resite against claims arising from the Client's use of the Services or breach of this Agreement. Resite will indemnify the Client against claims that the Services infringe third-party intellectual property rights.

11. Governing Law and Jurisdiction

This Agreement is governed by the laws of the Netherlands.

Any dispute will be resolved by the courts of Amsterdam, Netherlands.

The parties exclude the application of the United Nations Convention on Contracts for the International Sale of Goods.

12. Force Majeure

Neither party is liable for failure to perform due to events beyond their reasonable control, including natural disasters, terrorist acts, or government actions.

13. Notices

Notices must be in writing and sent via email or postal service to the addresses specified in the Order Form or account settings.

14. General Provisions

14.1 Entire Agreement. This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements regarding the subject matter.

14.2 Assignment. Neither party may assign this Agreement without the other's written consent, except in connection with a merger, acquisition, or sale of all or substantially all assets.

14.4 Severability. If any provision of this Agreement is held to be unenforceable, it will be modified to the minimum extent necessary to make it enforceable.

14.5 Waiver. Failure to enforce any provision of this Agreement does not waive the right to enforce it later.

14.6 Each party will maintain reasonable security measures to protect Confidential Information.

14.7 Confidentiality obligations will survive termination of this Agreement.

14.8 Upon request, each party will return or destroy the other party's Confidential Information.

14.9 If disclosure is required by law, the disclosing party will provide prior notice to the other party if permitted.

15. No Free Trials

Resite does not offer any free trials for its subscription-based services. Clients may subscribe to either a monthly or annual plan, but access to any Resite services will only be granted after the first payment has been made in full. No services, including website creation, hosting, or lead generation tools, will be provided before payment is successfully processed. By subscribing to Resite, clients acknowledge and agree to this policy.

16. Service Level Agreement (SLA)

The following terms have the meanings given below:

Agreement

Affiliate

Client

Client Data

Confidential Information

Documentation

Fees

Intellectual Property Rights

Order Form

Personal Data

Resite

Resite SAS, registered in France.

Services

Subscription

User

17. Miscellaneous

17.1 Relationship of Parties. The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, or employment relationship.

17.2 No Third-Party Beneficiaries. There are no third-party beneficiaries to this Agreement.

17.3 Export Compliance. The Services are subject to export laws and regulations. The Client must comply with all domestic and international export laws.

17.4 Anti-Corruption. Each party agrees to comply with all applicable anti-corruption laws.

17.5 Publicity. Resite may identify the Client as a customer in promotional materials. The Client may use Resite's name and logo solely to indicate that it is a customer of Resite.

17.6 Modification. Resite may modify this Agreement from time to time. Material changes will be communicated to the Client.

17.7 Survival. Sections related to confidentiality, intellectual property, limitation of liability, indemnification, and payment obligations survive termination.

17.8 Headings. Headings are for reference only and do not affect the interpretation of this Agreement.

17.9 Counterparts. This Agreement may be executed in counterparts, including electronic signatures, each of which is deemed an original.