These Terms of Service ("Terms") constitute a binding agreement between Linecard ("Linecard," "we," "us," or "our") and the individual or entity ("Customer," "you," or "your") accessing or using the Linecard platform and related services (the "Service"). By accessing the Service, creating an account, or clicking to accept these Terms, you confirm that you have read, understood, and agree to be bound by them. If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind that entity, in which case "Customer" refers to that entity.
1. Definitions
"Service" means the Linecard software-as-a-service platform made available at linecard.co and app.linecard.co, including all associated features, APIs, documentation, and updates.
"Customer Data" means any data, content, or information that Customer or its Authorized Users submit to, upload to, or generate through the Service, including commission statements, deduction records, buyer contact information, and configuration data.
"Authorized User" means an individual employee, contractor, or agent of Customer who is authorized by Customer to access the Service under Customer's subscription.
"Subscription Plan" means the tier of Service selected by Customer (Starter, Growth, Agency, or Enterprise), with the features and limits described at linecard.co/pricing.
"Billing Cycle" means the recurring period for which Customer is billed in advance (monthly unless otherwise agreed in writing).
"Paddle" means Paddle.com Market Ltd, our Merchant of Record and payment processor.
2. The Service
2.1 Provision of Service
Subject to these Terms and timely payment of fees, Linecard grants Customer a non-exclusive, non-transferable, non-sublicensable right to access and use the Service during the subscription term, solely for Customer's internal business operations.
2.2 Updates and Modifications
We may modify, update, or enhance the Service from time to time, including adding or removing features. We will not materially reduce the core functionality of Customer's Subscription Plan during a paid Billing Cycle without offering a comparable alternative or a pro-rated refund.
2.3 Beta Features
Features identified as "beta," "preview," or "experimental" are provided as-is and may be modified or discontinued at any time without notice. Service level commitments do not apply to beta features.
3. Accounts and Authorized Users
3.1 Account Registration
To use the Service, Customer must register an account and provide accurate, current, and complete information. Customer is responsible for maintaining the accuracy of this information.
3.2 Eligibility
Customer represents that it is at least 18 years of age and has the legal capacity to enter into these Terms. The Service is intended for business use and is not designed for consumer use.
3.3 Authorized Users
Customer may permit Authorized Users to access the Service up to the seat limit of its Subscription Plan. Customer is responsible for the acts and omissions of its Authorized Users and for ensuring they comply with these Terms.
3.4 Account Security
Customer is responsible for safeguarding account credentials and for all activity conducted through its account. Customer must notify us promptly at security@linecard.co of any unauthorized access or use.
4. Subscriptions, Billing, and Payment
4.1 Subscription Plans
The Service is offered on a subscription basis under the Subscription Plans listed at linecard.co/pricing. Each Subscription Plan specifies the features available, applicable seat and manufacturer limits, and the monthly fee.
4.2 Billing
Subscription fees are billed in advance at the start of each Billing Cycle and are due immediately. All fees are stated in U.S. dollars unless otherwise specified.
4.3 Payment Processing
Payments are processed by Paddle.com Market Ltd, which acts as our Merchant of Record. Paddle is responsible for transaction processing, invoicing, tax collection and remittance, refunds, and chargebacks. By subscribing, Customer also agrees to Paddle's Buyer Terms available at paddle.com/legal/checkout-buyer-terms. Linecard does not store full payment card details.
4.4 Automatic Renewal
Subscriptions renew automatically at the end of each Billing Cycle at the then-current rate until cancelled in accordance with Section 4.7. Renewal continues until Customer cancels.
4.5 Failed Payments
If a payment fails, Paddle may retry the charge in accordance with its standard dunning procedures. We may suspend access to the Service while a payment is outstanding. If an account remains unpaid for more than thirty (30) days, we may terminate the subscription and delete Customer Data in accordance with Section 11.
4.6 Taxes
All fees are exclusive of taxes. Customer is responsible for any applicable sales, use, value-added, withholding, or similar taxes, which will be calculated and collected by Paddle based on Customer's billing location.
4.7 Cancellation
Customer may cancel its subscription at any time from its account settings or by contacting billing@linecard.co. Cancellation takes effect at the end of the current Billing Cycle. Customer retains access to the Service until the end of the paid period. Fees already paid are non-refundable except as set out in our Refund Policy.
5. Changes to Fees
5.1 Right to Change Fees
We may change subscription fees, introduce new charges, or modify the features included in any Subscription Plan from time to time.
5.2 Notice Period
We will provide Customer with at least thirty (30) days' advance notice of any price increase or material change to its Subscription Plan, by email to the account's billing address and by in-app notification.
5.3 Effect of Changes
Price changes take effect at the start of the Billing Cycle following the expiry of the notice period. Changes do not apply to Billing Cycles already paid in full.
5.4 Customer's Right to Cancel
If Customer does not agree to a price change, Customer may cancel its subscription before the change takes effect by following the procedure in Section 4.7. Continued use of the Service after the effective date of the change constitutes acceptance of the new fees.
5.5 Grandfathered and Promotional Pricing
If Customer subscribed under a promotional rate, early-access program, or legacy plan, that pricing remains in effect for the term stated at signup. Upon expiry of that term, the subscription will renew at the then-current standard rate, subject to the notice requirements in Section 5.2.
5.6 Taxes and Third-Party Fees
Changes to applicable taxes or fees imposed by payment networks or regulatory authorities may take effect without separate notice, in accordance with applicable law.
6. Customer Data
6.1 Ownership
As between the parties, Customer retains all right, title, and interest in and to Customer Data. These Terms do not grant Linecard any ownership rights in Customer Data.
6.2 License to Linecard
Customer grants Linecard a worldwide, non-exclusive, royalty-free license to host, store, process, transmit, display, and create derivative works of Customer Data solely as necessary to (a) provide and improve the Service, (b) prevent or address technical or security issues, (c) comply with legal obligations, and (d) enforce these Terms.
6.3 Aggregated and De-identified Data
Linecard may generate aggregated or de-identified data from Customer Data and use it for any lawful purpose, including product improvement and analytics, provided that such data cannot reasonably be used to identify Customer or any individual.
6.4 Customer Responsibilities
Customer represents and warrants that (a) it has all rights, consents, and permissions necessary to submit Customer Data to the Service and to grant the license in Section 6.2, and (b) Customer Data and its use under these Terms do not infringe or violate the rights of any third party or any applicable law.
6.5 Data Processing
Where Linecard processes personal data on behalf of Customer, such processing is governed by our Privacy Policy and, where applicable, a separate Data Processing Agreement.
7. Acceptable Use
Customer agrees not to, and not to permit any Authorized User or third party to:
- (a) use the Service in any manner that violates applicable law or the rights of any third party;
- (b) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Service, except to the extent expressly permitted by applicable law;
- (c) copy, modify, distribute, sell, lease, sublicense, or create derivative works of the Service;
- (d) use the Service to develop a competing product or to benchmark its performance for competitive purposes without our prior written consent;
- (e) interfere with or disrupt the integrity, security, or performance of the Service or the data contained therein;
- (f) access the Service through automated means except through documented APIs and within published rate limits;
- (g) upload or transmit any virus, malware, or other malicious code;
- (h) use the Service to send unsolicited commercial communications; or
- (i) misrepresent the source or origin of any data submitted to the Service.
We may suspend access to the Service immediately if Customer's use poses a security, legal, or operational risk to Linecard or other customers.
8. Intellectual Property
8.1 Linecard IP
Linecard and its licensors retain all right, title, and interest in and to the Service, including all software, technology, content (excluding Customer Data), trademarks, logos, and documentation. All rights not expressly granted to Customer are reserved.
8.2 Feedback
If Customer provides suggestions, ideas, or feedback regarding the Service ("Feedback"), Customer grants Linecard a perpetual, irrevocable, royalty-free, worldwide license to use and incorporate the Feedback for any purpose, without obligation or attribution.
8.3 Trademarks
Customer may not use Linecard's name, logos, or trademarks without our prior written consent, except to identify Customer as a user of the Service in accordance with our brand guidelines.
9. Confidentiality
9.1 Definition
"Confidential Information" means any non-public information disclosed by one party ("Discloser") to the other ("Recipient") that is identified as confidential or that a reasonable person would understand to be confidential given its nature and the circumstances of disclosure. Customer Data is Customer's Confidential Information. The Service, including pricing not publicly listed, is Linecard's Confidential Information.
9.2 Obligations
Recipient will (a) protect Discloser's Confidential Information with the same degree of care it uses to protect its own confidential information, and in no event less than reasonable care; (b) use Confidential Information only as necessary to perform under these Terms; and (c) not disclose Confidential Information to any third party except to its employees, contractors, and advisors who have a need to know and who are bound by confidentiality obligations no less protective than those in this Section.
9.3 Exceptions
The obligations in this Section do not apply to information that (a) is or becomes publicly available without breach of these Terms, (b) was known to Recipient without restriction before disclosure, (c) is independently developed by Recipient without use of Discloser's Confidential Information, or (d) is rightfully received from a third party without confidentiality restrictions.
9.4 Compelled Disclosure
Recipient may disclose Confidential Information to the extent required by law or court order, provided that, where legally permitted, Recipient gives Discloser prompt notice and reasonable cooperation to seek a protective order.
10. Warranties and Disclaimers
10.1 Mutual Warranties
Each party represents and warrants that it has the legal authority to enter into these Terms and that its performance under these Terms will not violate any other agreement to which it is bound.
10.2 Linecard Warranty
Linecard warrants that it will provide the Service with reasonable skill and care and in accordance with the documentation in all material respects.
10.3 Disclaimer
EXCEPT AS EXPRESSLY SET OUT IN THESE TERMS, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. LINECARD DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE, OR THAT RECONCILIATION OUTPUTS, DEDUCTION DETECTION, OR ANY OTHER ANALYTICAL RESULTS PRODUCED BY THE SERVICE WILL BE COMPLETE OR ACCURATE. CUSTOMER IS RESPONSIBLE FOR INDEPENDENTLY VERIFYING ALL OUTPUTS BEFORE TAKING ACTION BASED ON THEM, INCLUDING ANY ACTION INVOLVING PAYMENT, COLLECTION, OR LEGAL CLAIMS AGAINST THIRD PARTIES.
11. Limitation of Liability
11.1 Exclusion of Indirect Damages
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST BUSINESS, OR LOSS OR CORRUPTION OF DATA, REGARDLESS OF THE LEGAL THEORY AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
11.2 Liability Cap
EACH PARTY'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS WILL NOT EXCEED THE AMOUNTS PAID BY CUSTOMER TO LINECARD (THROUGH PADDLE) IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
11.3 Exceptions
The limitations in this Section do not apply to (a) Customer's payment obligations, (b) either party's indemnification obligations, (c) breaches of Section 9 (Confidentiality), or (d) liabilities that cannot be limited under applicable law.
12. Indemnification
12.1 By Linecard
Linecard will defend Customer against any third-party claim alleging that the Service, as provided by Linecard and used in accordance with these Terms, infringes the intellectual property rights of that third party, and will pay damages finally awarded against Customer by a court of competent jurisdiction or agreed in settlement. This obligation does not apply to claims arising from (a) Customer Data, (b) modifications to the Service not made by Linecard, or (c) use of the Service in combination with products or services not provided by Linecard, where the claim would not have arisen but for such combination.
12.2 By Customer
Customer will defend Linecard against any third-party claim arising from (a) Customer Data, (b) Customer's breach of Section 6.4 or Section 7, or (c) Customer's violation of applicable law, and will pay damages finally awarded against Linecard or agreed in settlement.
12.3 Procedure
The indemnifying party's obligations are conditioned on the indemnified party (a) promptly notifying the indemnifying party of the claim, (b) giving the indemnifying party sole control of the defense and settlement (provided no settlement requires the indemnified party to admit liability or pay any amount without consent), and (c) providing reasonable cooperation at the indemnifying party's expense.
13. Term and Termination
13.1 Term
These Terms begin when Customer first accepts them and continue until terminated as set out below.
13.2 Termination for Convenience
Customer may terminate by cancelling its subscription in accordance with Section 4.7. Linecard may terminate by providing at least thirty (30) days' written notice.
13.3 Termination for Cause
Either party may terminate immediately on written notice if the other party (a) materially breaches these Terms and fails to cure the breach within fifteen (15) days of written notice, or (b) becomes insolvent, files for bankruptcy, or undergoes a similar proceeding.
13.4 Suspension
We may suspend Customer's access to the Service immediately if (a) Customer fails to pay fees when due, (b) Customer's use violates Section 7, or (c) suspension is necessary to address a security, legal, or operational risk.
13.5 Effect of Termination
Upon termination, (a) Customer's right to access the Service ceases, (b) Customer may export Customer Data for thirty (30) days following termination, after which Linecard may delete Customer Data, and (c) any provisions that by their nature should survive termination will survive, including Sections 6, 8, 9, 10, 11, 12, 15, and 16.
14. Changes to These Terms
We may update these Terms from time to time. If we make material changes, we will provide notice by email to the account's primary contact address and by in-app notification at least fourteen (14) days before the changes take effect. Non-material changes (such as clarifications, typographical corrections, or updates to reflect new features) may take effect immediately upon posting.
Continued use of the Service after the effective date of any change constitutes acceptance of the updated Terms. If Customer does not agree to a change, Customer may terminate its subscription in accordance with Section 4.7 before the change takes effect.
15. Governing Law and Dispute Resolution
15.1 Governing Law
These Terms are governed by and construed in accordance with the laws of the jurisdiction in which Linecard is incorporated, without regard to its conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
15.2 Jurisdiction
The parties submit to the exclusive jurisdiction of the courts located in that jurisdiction for any dispute arising out of or relating to these Terms, except that either party may seek injunctive or equitable relief in any court of competent jurisdiction to protect its intellectual property or confidential information.
15.3 Informal Resolution
Before initiating formal proceedings, the parties will attempt in good faith to resolve any dispute through discussions between authorized representatives for a period of thirty (30) days following written notice of the dispute.
16. General Provisions
16.1 Entire Agreement
These Terms, together with the Privacy Policy, Refund Policy, and any order forms or written agreements signed by the parties, constitute the entire agreement between the parties regarding the Service and supersede all prior or contemporaneous agreements, communications, and understandings on that subject.
16.2 Order of Precedence
In the event of conflict, the order of precedence is (a) any signed written agreement between the parties, (b) these Terms, and (c) the Privacy Policy and Refund Policy.
16.3 Assignment
Customer may not assign or transfer these Terms, by operation of law or otherwise, without Linecard's prior written consent. Linecard may assign these Terms in connection with a merger, acquisition, corporate reorganization, or sale of substantially all of its assets. Any attempted assignment in violation of this Section is void.
16.4 No Waiver
No failure or delay in exercising any right under these Terms operates as a waiver of that right. A waiver is effective only if in writing and signed by the waiving party.
16.5 Severability
If any provision of these Terms is held to be invalid or unenforceable, that provision will be enforced to the maximum extent permitted by law, and the remaining provisions will remain in full force and effect.
16.6 Force Majeure
Neither party is liable for any failure or delay in performance (other than payment obligations) caused by circumstances beyond its reasonable control, including acts of God, war, terrorism, civil unrest, government action, labor disputes, pandemic, internet or telecommunications failures, or denial-of-service attacks.
16.7 Independent Contractors
The parties are independent contractors. These Terms do not create any partnership, joint venture, agency, fiduciary, or employment relationship.
16.8 Notices
Notices to Linecard must be sent to legal@linecard.co. Notices to Customer will be sent to the email address associated with Customer's account. Notices are effective upon receipt.
16.9 Third-Party Beneficiaries
These Terms do not create any third-party beneficiary rights, except that Paddle is a third-party beneficiary of Sections 4.3 and 4.6 to the extent of its role as Merchant of Record.
16.10 Headings
Section headings are for convenience only and do not affect interpretation.
Contact
For questions about these Terms:
Billing billing@linecard.co
Support support@linecard.co
Security security@linecard.co
Linecard linecard.co