CDPHub Terms of Service

1.1. "Affiliate" means any business entity controlling, controlled by, or under common control with a Party. Client will be responsible for all acts and omissions of its Affiliates as if they were "Client" hereunder.

1.2. "Confidential Information" means (i) the Agreement; (ii) with respect to CDPHub, non-public aspects of CDPHub Technology, the Site, Research Materials, Deliverables, and CDPHub's business, technical, or financial information; (iii) with respect to Client, Client Data, and non-public aspects of Client's technology, business, technical, and financial information.

1.3. "Client Data" means non-public data provided by Client to CDPHub to enable the provision of Services, including any proprietary business data, customer records, or technical configurations shared during an engagement.

1.4. "Deliverables" means the reports, analyses, recommendations, presentations, integration assessments, vendor evaluation materials, implementation plans, and other work product produced by CDPHub for Client as specified in a Statement of Work.

1.5. "CDPHub Technology" means the proprietary tools, methodologies, frameworks, integration directories, databases, scoring models, and software used by CDPHub to deliver Services and operate the Site.

1.6. "Integration Directory" means CDPHub's proprietary database tracking integrations, connectors, and capabilities across Customer Data Platform vendors, as made available through the Site or included in Deliverables.

1.7. "Research Materials" means CDPHub's proprietary research, reports, analyses, benchmarks, vendor comparisons, market intelligence, and related content published on the Site or provided to Client.

1.8. "Services" means the management consulting, advisory, research, platform intelligence, CDP evaluation, vendor selection, implementation support, and related professional services provided by CDPHub to Client as described in a Statement of Work.

1.9. "Statement of Work" or "SOW" means any statement of work, order form, or engagement letter referencing and incorporating these Terms, executed by both Parties, specifying the scope, timeline, fees, and Deliverables for a particular engagement.

1.10. "Service Term" means the period of time indicated in a Statement of Work beginning upon execution and ending on the last day specified therein.

1.11. "Site Content" means all text, data, graphics, research, articles, vendor profiles, integration data, tools, and other materials made available through the Site.

1.12. "Users" means Client's personnel and authorized contractors who access the Site or receive Deliverables, as specified in the applicable Statement of Work.

2.1. Consulting and Advisory Services. Subject to the terms hereof and during the applicable Service Term, CDPHub will provide the Services described in the relevant Statement of Work. Services may include, but are not limited to: CDP vendor evaluation and selection advisory, integration landscape analysis, implementation planning and oversight, data strategy consulting, competitive and market intelligence research, and ongoing advisory support.

2.2. Site Access. Subject to these Terms, CDPHub grants Client a non-exclusive, non-transferable, non-sublicensable right to access and use the Site and Site Content for Client's internal business purposes. Access to certain features, Research Materials, or the Integration Directory may require a paid subscription or active consulting engagement as specified in a Statement of Work.

2.3. Research and Intelligence. CDPHub may provide Client with access to Research Materials and platform intelligence as part of an engagement. Research Materials represent CDPHub's professional analysis and opinion based on available information at the time of preparation. CDPHub does not guarantee the accuracy, completeness, or continued validity of any Research Materials, and Client should independently verify any information material to its business decisions.

4.1. Cooperation. Client shall provide CDPHub with timely access to personnel, data, systems, and information reasonably necessary for CDPHub to perform the Services. Delays caused by Client's failure to provide required access or information may result in adjusted timelines and additional fees.

4.2. Accuracy of Information. Client is responsible for the accuracy and completeness of all Client Data and information provided to CDPHub. CDPHub's Deliverables and recommendations are based on the information provided by Client, and CDPHub shall not be liable for any deficiencies in Deliverables resulting from inaccurate or incomplete Client Data.

4.3. Independent Decision-Making. Client acknowledges that CDPHub's Services constitute professional advice and recommendations, and that all final decisions regarding vendor selection, technology implementation, and business strategy remain solely with Client. CDPHub does not guarantee any particular business outcome from the implementation of its recommendations.

4.4. Technology Requirements. Client shall be solely responsible for providing all Internet access, hardware, software, and other technology necessary to access the Site and participate in consulting engagements.

5.1. Fees. Client shall pay CDPHub the fees specified in the applicable Statement of Work. Fees may be structured as fixed project fees, retainer arrangements, hourly rates, subscription fees for Site access, or as otherwise specified. Client will pay invoices within thirty (30) days of the date of invoice, unless otherwise set forth in the Statement of Work.

5.2. Expenses. Unless otherwise specified in the Statement of Work, reasonable travel, accommodation, and other out-of-pocket expenses incurred by CDPHub in performing Services shall be reimbursed by Client upon submission of documentation.

5.3. Late Payment. Any overdue amounts shall be subject to a late charge of one and one-half percent (1.5%) per month or the highest rate permitted by applicable law, whichever is lower, until fully paid.

5.4. Taxes. All fees are exclusive of, and Client shall be responsible for, all sales taxes, value added taxes, duties, use taxes, withholdings, and other governmental assessments, excluding taxes based on the net income of CDPHub, unless Client provides a valid tax-exempt certificate.

5.5. Suspension for Non-Payment. If Client's account is thirty (30) days or more overdue, then, following five (5) business days' written notice and opportunity to cure, CDPHub may suspend Services and Site access until such amounts are paid in full.

6.1. CDPHub Intellectual Property. CDPHub retains all right, title, and interest in and to CDPHub Technology, the Site, the Integration Directory, Research Materials, CDPHub's proprietary methodologies and frameworks, and all improvements or modifications thereto, including all intellectual property rights therein. Nothing in this Agreement transfers ownership of CDPHub's pre-existing or independently developed intellectual property to Client.

6.2. Deliverables. Upon full payment for the applicable engagement, Client receives a non-exclusive, non-transferable license to use the Deliverables for Client's internal business purposes. CDPHub retains ownership of all underlying methodologies, frameworks, tools, know-how, and general knowledge used in creating the Deliverables. CDPHub may reuse generalized knowledge, techniques, and methodologies developed during an engagement, provided that Client's Confidential Information is not disclosed.

6.3. Client Data. Client retains all right, title, and interest in and to Client Data and Client's Confidential Information.

6.4. Feedback and Aggregated Data. Client may provide CDPHub with suggestions, ideas, or feedback relating to the Services or the Site ("Feedback"), and CDPHub shall own all rights in such Feedback. CDPHub may derive de-identified, aggregated data from Client engagements ("Aggregated Data") for use in improving its Services, Research Materials, and benchmarks, provided that such Aggregated Data does not identify Client or any individual.

7.1. Obligations. Each Party ("Recipient") shall protect the Confidential Information of the other Party ("Discloser") using the same degree of care used to protect its own proprietary information of like importance, but in no case less than a reasonable degree of care. Recipient may use Confidential Information only for purposes of this Agreement and may disclose it only to employees and contractors with a need to know who are bound by written confidentiality obligations at least as protective as those herein.

7.2. Exclusions. Confidential Information does not include information that: (i) is in Recipient's possession without restriction at the time of disclosure; (ii) becomes publicly known through no wrongful act of Recipient; (iii) is received from a third party free to disclose it without obligation to Discloser; or (iv) is independently developed by Recipient without reference to Discloser's Confidential Information.

7.3. Required Disclosures. Recipient may disclose Confidential Information pursuant to the requirements of a governmental agency or by operation of law, provided that Recipient gives Discloser written notice as soon as practicable and reasonably cooperates to contest such disclosure.

7.4. Return of Information. Upon Discloser's request or upon termination of the Agreement, Recipient shall delete or return Discloser's Confidential Information, subject to any legal or regulatory retention requirements.

9.1. By Client. Client represents and warrants that it has sufficient authority to enter into this Agreement, that it has sufficient rights in the Client Data to authorize CDPHub's use as contemplated herein, and that the Client Data does not infringe the rights of any third party.

9.2. By CDPHub. CDPHub warrants that (a) it has sufficient authority to enter into this Agreement; (b) the Services will be performed in a professional and workmanlike manner consistent with generally accepted industry standards; and (c) the Deliverables will conform in all material respects to the specifications in the applicable Statement of Work. Client's sole and exclusive remedy for breach of the foregoing warranty shall be, at CDPHub's option, re-performance of the deficient Services or a refund of fees paid for the deficient portion of Services.

9.3. Disclaimer. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS SECTION 9, CDPHUB AND ITS AFFILIATES MAKE NO OTHER REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. CDPHUB DOES NOT WARRANT THAT ANY RECOMMENDATIONS WILL ACHIEVE PARTICULAR BUSINESS RESULTS. CLIENT ACKNOWLEDGES THAT CDPHUB'S SERVICES CONSTITUTE PROFESSIONAL ADVICE AND NOT GUARANTEES OF OUTCOME.

10.1. Term. This Agreement commences on the effective date of the first Statement of Work and continues until all Statements of Work have expired or been terminated. Each Statement of Work will specify its own Service Term.

10.2. Termination for Cause. Either Party may terminate this Agreement or any Statement of Work upon thirty (30) days' prior written notice if the other Party materially breaches this Agreement and fails to cure within such notice period.

10.3. Termination for Convenience. Either Party may terminate a Statement of Work for convenience upon thirty (30) days' prior written notice. In such event, Client shall pay for all Services performed and expenses incurred through the effective date of termination.

10.4. Effect of Termination. Upon termination, all amounts due for Services provided prior to the date of termination shall be paid within ten (10) days. Sections 1 (Definitions), 3 (Use Restrictions), 5 (Fees and Payment), 6 (Intellectual Property and Ownership), 7 (Confidentiality), 9.3 (Disclaimer), 11 (Indemnification), 12 (Limitation of Liability), and 14 (Miscellaneous) shall survive termination.

11.1. By CDPHub. CDPHub will defend Client from and against any third-party claims alleging that the Deliverables (excluding any Client Data or third-party materials incorporated therein) infringe any U.S. intellectual property right, and will indemnify Client against all damages and reasonable attorneys' fees finally awarded or agreed to in settlement. CDPHub shall have no liability if the claim arises from (i) modifications made by Client, (ii) combination of Deliverables with materials not furnished by CDPHub, or (iii) Client's use of Deliverables outside the scope of this Agreement.

11.2. By Client. Client shall defend and indemnify CDPHub from and against any third-party claims alleging that Client Data or Client's use of Services in violation of this Agreement infringes a third party's rights or violates applicable law.

11.3. Procedure. The indemnifying Party's obligations are conditioned upon the indemnified Party (a) providing prompt notice of the claim, (b) providing reasonable cooperation in the defense, and (c) granting sole control and authority over the defense and settlement, provided that any settlement requiring admission of liability or financial payment by the indemnified Party requires its prior written consent.

15.1. Independent Contractor. CDPHub is an independent contractor. Nothing in this Agreement creates an employment, agency, partnership, or joint venture relationship between the Parties. CDPHub personnel are not employees of Client and are not entitled to any Client employee benefits.

15.2. Assignment. Neither Party shall assign this Agreement without the prior written consent of the other Party, except that either Party may assign in connection with a merger, acquisition, or sale of substantially all of its assets. Any purported assignment in violation of this Section is void.

15.3. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, excluding its conflicts of law rules.

15.4. Dispute Resolution. Any dispute arising out of or relating to this Agreement shall first be submitted to good faith negotiation between the Parties. If the dispute cannot be resolved within thirty (30) days, either Party may pursue binding arbitration in Miami-Dade County, Florida, administered under the rules of the American Arbitration Association.

15.5. Notices. Any notice required hereunder may be delivered by hand, overnight courier, email (with confirmed delivery), or certified U.S. Mail to the addresses set forth in the Statement of Work. Such notice is deemed given when received.

15.6. Modifications; Waiver. No amendment to this Agreement is effective unless in writing and signed by authorized representatives of each Party. No waiver of any provision is effective unless set forth in writing and signed by the waiving Party.

15.7. Severability. If any provision of this Agreement is found invalid or unenforceable, the remaining provisions shall continue in full force and effect, and the Parties shall negotiate in good faith to modify the affected provision to achieve the original intent.

15.8. Force Majeure. Neither Party shall be liable for failure to perform its obligations (other than payment obligations) due to causes beyond its reasonable control, including acts of God, natural disasters, pandemics, government actions, or disruptions to Internet infrastructure, provided that the affected Party gives prompt notice and uses reasonable efforts to mitigate the impact.

15.9. Entire Agreement. These Terms, together with any Statements of Work, constitute the entire agreement between the Parties with respect to the subject matter hereof and supersede all prior or contemporaneous communications and proposals.

15.10. Contact Us. If you have any questions regarding these Terms or CDPHub's Services, please contact us at hello@cdphub.com or by mail at 936 SW 1st Ave, STE 446, Miami, FL 33130.