CUSTOMER TERMS OF SERVICE

Effective Date: August 25, 2025

These Customer Terms of Service ("Agreement") are entered into by and between Sagewill SRL, an Italian company with registered offices at Via Panciatichi 16, 50141, Firenze (FI), Italy, VAT number IT07481150485 ("Sagewill SRL," "we," "us," or "our") and the entity or person placing an order for or accessing the Palpaca service ("Customer," "you," or "your").

1. ACCEPTANCE OF TERMS

By accessing or using the Palpaca service, you agree to be bound by this Agreement. If you are entering into this Agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to these terms.

2. SERVICE DESCRIPTION

Palpaca is a no-code card builder service for HubSpot that allows users to create custom user interfaces within their HubSpot CRM environment through a visual drag-and-drop interface. The service includes:

• Visual UI builder with drag-and-drop functionality
• Pre-built components and templates
• Integration capabilities with HubSpot and external data sources
• Real-time data synchronization
• Various subscription tiers with different feature sets

3. SUBSCRIPTION PLANS AND PRICING

3.1 Available Plans

• Free Plan: $0/month - 1 UI, 7 components per UI, HubSpot data source only, Contacts & Companies
• Starter Plan: $39/month - 3 UIs, 12 components per UI, HubSpot + 1 external source, additional object support
• Professional Plan: $129/month - 7 UIs, 18 components per UI, HubSpot + 2 external sources, full object support including custom objects

3.2 Payment Terms

• All prices are in USD and exclusive of applicable taxes
• Subscription fees are billed monthly in advance
• Payment is due upon receipt of invoice
• We accept payment via credit card and bank transfer
• Prices are subject to change with 30 days' notice

3.3 Automatic Renewal

Subscriptions automatically renew for successive periods unless cancelled before the renewal date.

4. USAGE RIGHTS AND RESTRICTIONS

4.1 License Grant

Subject to your compliance with this Agreement, we grant you a limited, non-exclusive, non-transferable license to access and use the Palpaca service in accordance with your subscription plan.

4.2 Restrictions

You agree not to:

• Exceed the usage limits of your subscription plan
• Resell, sublicense, or redistribute the service
• Reverse engineer or attempt to extract the source code
• Use the service for illegal purposes or in violation of HubSpot's terms
• Attempt to circumvent subscription limitations
• Create derivative works based on the service

4.3 Fair Use Policy

We reserve the right to implement fair use limitations to prevent abuse and ensure service quality for all customers.

5. ACCOUNT PROVISIONING AND ACCESS

5.1 Account Setup

Upon subscription, you will receive access credentials to the Palpaca builder interface integrated with your HubSpot portal.

5.2 HubSpot Requirements

You must maintain an active HubSpot account to use Palpaca. Palpaca functionality depends on your HubSpot subscription level.

5.3 User Management

You are responsible for managing user access within your organization and maintaining the confidentiality of account credentials.

6. DATA AND PRIVACY

6.1 Data Processing

• We do not store your CRM data on our servers
• All data flows directly between HubSpot and connected tools
• We collect anonymized usage data for service improvement
• Your data remains within your control and environment

6.2 Security

We implement industry-standard security measures to protect the service and ensure secure data transmission.

7. INTELLECTUAL PROPERTY

7.1 Ownership

• Sagewill retains all rights to the service source code and provisioning technology
• You retain all rights to your data and content created with Palpaca

7.2 Third-Party Disclaimer

Sagewill SRL has no affiliation with HubSpot, Inc. We are an independent software vendor building applications using HubSpot's app partner framework. HubSpot is a trademark of HubSpot, Inc.

7.3 Feedback

Any feedback or suggestions you provide may be used by us without obligation to you.

8. CANCELLATION AND REFUNDS

8.1 Cancellation

You may cancel your subscription at any time through your account settings. Cancellation takes effect at the end of the current billing period.

8.2 Refund Policy

• No refunds for partial months
• Annual prepayments are refundable on a prorated basis within 14 days
• No refunds for setup or customization services

9. SUSPENSION AND TERMINATION

9.1 Suspension

We may suspend your access for:

• Non-payment after 7 days past due
• Violation of these terms
• Excessive resource usage affecting other customers

9.2 Termination

Either party may terminate this Agreement with 14 days' written notice. We may terminate immediately for material breach.

9.3 Effect of Termination

Upon termination:

• Your access to the service will cease
• Custom UIs will be removed from your HubSpot portal
• No refunds will be provided for unused time
• You may export your configuration data within 30 days

10. WARRANTIES AND DISCLAIMERS

THE SERVICE IS PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

11. LIMITATION OF LIABILITY

IN NO EVENT SHALL SAGEWILL SRL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES. OUR TOTAL LIABILITY SHALL NOT EXCEED THE AMOUNT PAID BY YOU IN THE TWELVE MONTHS PRECEDING THE CLAIM.

12. INDEMNIFICATION

You agree to indemnify and hold harmless Sagewill SRL from any claims, damages, or expenses arising from your use of the service or violation of these terms.

13. SUPPORT

Support levels vary by subscription plan:

• Free: Email support
• Starter: Priority email support
• Professional: Priority email support and dedicated success manager

14. MODIFICATIONS TO SERVICE

We reserve the right to modify or discontinue features with reasonable notice. Material changes will be communicated at least 30 days in advance.

15. GOVERNING LAW

This Agreement is governed by the laws of Italy, without regard to conflict of law principles. Any disputes shall be resolved in the courts of Florence, Italy.

16. ENTIRE AGREEMENT

This Agreement, together with our Privacy Policy and Data Processing Agreement, constitutes the entire agreement between the parties.

17. CONTACT INFORMATION

For questions about these terms, contact us at:

For Partners - Customer ToS - Privacy Policy - DPA

Sagewill S.r.l. trading as Palpaca - Via Panciatichi 16, Firenze (FI) 50141, Italy 

VAT/Tax ID: IT07481150485 - Share capital: €10.000 paid-in