Terms of Service

1. Acceptance

These Terms of Service ("Terms") govern your access to and use of the client portal at thesitenerds.com/portal/ and any related interfaces or tools (together, the "Portal") operated by TheSiteNerds LLC ("we," "us," "our"). By creating an account, logging in, or otherwise using the Portal, you agree to these Terms.

If you are using the Portal on behalf of a business that has signed a Master Services Agreement (MSA) or Managed Hosting Agreement with us, you represent that you are authorized to do so on behalf of that business. In these Terms, "Client" means that business, and "you" means the individual user.

Order of precedence: if these Terms conflict with a signed MSA or Hosting Agreement, those signed agreements control for the matters they cover. These Terms govern Portal use specifically.

2. Accounts

Who can have an account: only individuals authorized by an active Client of TheSiteNerds LLC. We do not offer public or self-serve registration.

Your responsibilities:

• Keep your login credentials confidential
• Enable multi-factor authentication when offered
• Notify us immediately at security@thesitenerds.com if you suspect your account has been compromised
• Ensure the information in your account is accurate

One account per person. Do not share credentials across individuals. If the Client needs additional users, the Client can request them through the Portal or by email.

3. Acceptable Use

You agree not to:

• Use the Portal for any unlawful purpose or in violation of applicable law
• Upload malware, viruses, or malicious code
• Upload content that infringes a third party's intellectual property, privacy, or publicity rights
• Upload content that is defamatory, harassing, or unlawfully threatening
• Attempt to gain unauthorized access to the Portal, other Clients' data, or our infrastructure
• Probe, scan, or test the vulnerability of the Portal without our prior written consent
• Reverse-engineer, decompile, or disassemble the Portal, except to the extent applicable law prohibits this restriction
• Use the Portal to build a competing product
• Use automated means (bots, scrapers) to access the Portal, except for legitimate integrations we authorize in writing
• Interfere with the operation of the Portal or impose an unreasonable load on the infrastructure

We may investigate suspected violations and take appropriate action, including suspension of access (Section 8).

4. Client Content

"Client Content" means any content you upload or submit through the Portal — files, text, credentials, images, project materials, and similar items.

Ownership: as between you and us, the Client owns all Client Content. These Terms do not transfer ownership.

License to us: you grant us a non-exclusive, worldwide, royalty-free license to host, store, copy, and transmit Client Content as needed to operate the Portal and deliver the services under the MSA and Hosting Agreement. This license ends when the Client Content is deleted or when the engagement ends, except for backups retained under the Hosting Agreement.

Your responsibility: you are responsible for having the rights to upload any Client Content you submit. Do not upload content you do not have the right to share.

Credentials: if you upload third-party credentials (domain registrar, analytics, email provider, etc.), you authorize us to use them for the purposes described in the engagement. Rotate credentials after project completion if you prefer; we also support credential handover via Bitwarden or similar.

5. Our Intellectual Property

The Portal software, its design, the TheSiteNerds name and logo, and all related trademarks are owned by or licensed to us. These Terms do not grant you any rights in our intellectual property except the limited right to use the Portal as described here.

Feedback you provide about the Portal is given without expectation of compensation, and we may use it to improve the Portal.

6. Third-Party Services

The Portal integrates with third-party services, including Stripe (payments), Figma (design previews), Calendly (scheduling), and others. Your use of those services is governed by their terms and privacy policies. We are not responsible for third-party services' availability, conduct, or content.

7. Availability

The Portal is provided on an "as available" basis. We aim for high availability and track uptime separately for managed-hosting obligations (see Hosting Agreement Section 5). These Terms do not create an uptime commitment beyond what is in that agreement. We may perform maintenance, which may temporarily interrupt access; we will provide advance notice where practical.

8. Suspension and Termination

By you: a Client may stop using the Portal at any time. Termination of the underlying MSA or Hosting Agreement is governed by those agreements.

By us — suspension: we may suspend your access with or without notice if we reasonably believe you have violated Section 3, if required by law, or if the Client's account is materially past due.

By us — termination: we may terminate your Portal access when the underlying engagement ends, or for repeated or serious breaches of these Terms. We will provide a final Client Content export per the Hosting Agreement.

Effect of termination: sections that by their nature should survive termination do so (including ownership, disclaimers, limitation of liability, indemnification, and governing-law clauses).

9. Privacy

Our handling of personal information is described in the Privacy Policy and incorporated here by reference. By using the Portal, you acknowledge our collection and use of information as described there.

10. Disclaimers

The Portal is provided "as is" and "as available" without warranties of any kind, express or implied, including warranties of merchantability, fitness for a particular purpose, non-infringement, and uninterrupted or error-free operation, except to the extent such disclaimers are not permitted under applicable law.

Nothing in this section limits warranties or commitments expressly made in a signed MSA or Hosting Agreement.

11. Limitation of Liability

To the maximum extent permitted by applicable law, our total liability arising out of or related to your use of the Portal is limited to the greater of $100 or the total amount paid by the Client to us under the MSA or Hosting Agreement in the 12 months preceding the claim.

We are not liable for indirect, incidental, consequential, special, or punitive damages; lost profits, revenue, or data; or third-party service failures, even if we have been advised of the possibility of such damages.

These limits apply whether the claim is based in contract, tort, or any other theory. Some jurisdictions do not allow certain limitations; in those jurisdictions, our liability is limited to the maximum extent permitted.

12. Indemnification

You agree to defend, indemnify, and hold harmless TheSiteNerds LLC, its officers, members, and employees from claims, damages, and expenses (including reasonable attorneys' fees) arising out of:

• Client Content you upload in violation of Section 3 or 4
• Your breach of these Terms
• Your violation of applicable law or third-party rights

Any broader indemnification under the MSA or Hosting Agreement applies in addition to, not in place of, this Section.

13. Changes to These Terms

We may update these Terms. Material changes will be communicated by email to the Client and by a notice in the Portal at least 14 days before they take effect. Continued use of the Portal after the effective date constitutes acceptance. If you do not agree to the updated Terms, stop using the Portal; your rights under a signed MSA or Hosting Agreement are not affected.

14. Governing Law and Disputes

These Terms are governed by the laws of the State of New York, without regard to conflict-of-laws rules. Any dispute arising out of or relating to these Terms or the Portal will be brought in the state or federal courts located in Erie County, New York, and you consent to the jurisdiction of those courts.

No class actions. Any claim must be brought in your individual capacity.

15. Miscellaneous

• Entire agreement (Portal): these Terms, together with the Privacy Policy and any signed MSA or Hosting Agreement, constitute the entire agreement between you and us regarding the Portal.
• Assignment: you may not assign these Terms. We may assign them in connection with a reorganization, merger, or sale of the business.
• Waiver: failure to enforce a provision is not a waiver.
• Severability: if any provision is held unenforceable, the remaining provisions remain in effect.
• Force majeure: neither party is liable for delays caused by circumstances beyond reasonable control.
• No agency: nothing in these Terms creates a partnership, agency, or employment relationship.

16. Contact

Questions about these Terms:

• Email: legal@thesitenerds.com
• Mail: TheSiteNerds LLC, 418 Broadway, Ste N, Albany, NY 12207

Security reports: security@thesitenerds.com