Hosted Website Terms and Conditions

These Hosted Website Terms and Conditions, together with our Privacy Policy or our California Privacy Policy govern your access and use of the Hosted Website Services provided by Sandhills. Depending on the configuration of your Hosted Website and your use of the Hosted Website Services, it is possible that you might access and/or use other services or Platforms provided by Sandhills. Your access and/or use of any other services or Platforms provided by Sandhills shall be subject to additional terms and conditions as set forth on those respective services and Platforms.

THESE TERMS ARE A BINDING CONTRACT BETWEEN YOU AND SANDHILLS. PLEASE READ THESE TERMS CAREFULLY. BY ACCEPTING THESE TERMS, ACCESSING, OR USING THE HOSTED WEBSITE SERVICES, YOU AGREE THAT YOU HAVE READ, UNDERSTAND AND AGREE TO BE BOUND BY THESE TERMS. YOU REPRESENT THAT: (1) YOU ARE OF LEGAL AGE IN YOUR STATE OF RESIDENCE TO USE THE HOSTED WEBSITE SERVICES; AND (2) CAN FORM A LEGALLY BINDING CONTRACT WITH US, IN COMPLIANCE WITH THESE TERMS AND ALL APPLICABLE LOCAL, STATE, NATIONAL, AND INTERNATIONAL LAWS, RULES AND REGULATIONS. IF YOU REGISTER OR USE OUR HOSTED WEBSITE SERVICES ON BEHALF OF A THIRD PARTY (SUCH AS ANOTHER PERSON OR LEGAL ENTITY), THEN YOU REPRESENT AND WARRANT THAT YOU ARE AN AUTHORIZED REPRESENTATIVE OF THAT PERSON OR ENTITY WITH THE AUTHORITY TO BIND SUCH PERSON OR ENTITY TO THESE TERMS, AND YOU AGREE TO THESE TERMS ON BEHALF OF THAT PERSON OR ENTITY.

Definitions. For the purposes of these Terms, the following terms shall have the meanings set forth below:
1. "Applicable Law(s)" means all local, state, federal, and international laws, statutes, regulations or other rules that may be applicable to Customer's receipt of the Hosted Website Services or its' Hosted Website or business.
2. "Authorized Users" means any employee, agent, subcontractor or any other users that access or use the Hosted Website Services on your behalf and/or through the account associated with your Hosted Website or Hosted Website Services.
3. "Sandhills Confidential Information" shall include, but is not limited to, sales material and data, costs, pricing information, technical advice or knowledge, trade secrets, algorithms, proprietary systems, data, documentation, policies, procedures, artifacts, pieces of evidence, code, disclosed under these Terms that contains non-public, confidential, or proprietary information of Sandhills, whether in oral, written, electronic, or other form or media, whether or not such information is marked, designated, or otherwise identified as "confidential" and any information that, due to the nature of its subject matter or circumstances surrounding its disclosure, would reasonably be understood to be confidential or proprietary. Sandhills Confidential Information shall also include all information that you receive relating to Sandhills, or to the Hosted Websites Services, that is not known to the general public including information related to our security program and practices. Sandhills Confidential Information does not include information that Customer can demonstrate by documentation: (i) was already known to Customer without restriction on use or disclosure prior to receipt of such information directly or indirectly from or on behalf of Sandhills; (ii) was or is independently developed by Customer without reference to or use of any Sandhills Confidential Information; (iii) was or becomes generally known by the public other than by breach of this Agreement by, or other wrongful act of, Customer; or (iv) was received by the Customer from a third party who was not, at the time of receipt, under any obligation to Sandhills or any other person to maintain the confidentiality of such information.
4. "Creative Ideas" means any creative ideas, suggestions, inventions, or materials.
5. "Customer Content" means any content, items, products, tools, drawings, specifications, software, data, documents, logos, designs, photographs, images, domain name, text, and any other materials (in any form) owned by you, or licensed from a third party to you, that are or have been created independently of the Hosted Website Services (whether prior to the provision of the Hosted Website Services to you or otherwise) or your Hosted Websites and that is uploaded, provided, supplied, or made available by you, or on behalf of you, to Sandhills.
6. "Hosted Website(s)" means any and all websites and/or web pages designed or developed by Sandhills for Customer through the Hosted Website Services or through Customer's account, and/or any and all websites and/or web pages hosted by Sandhills for Customer, or that Sandhills has posted or published on the internet for Customer.
7. "Hosted Website Services" may include, but is not limited to,
  1. the design, development and/or publishing of Hosted Website(s) or web pages;
  2. the use of website server space, data storage, and data backups;
  3. domain name and server management;
  4. website security products and services;
  5. website infrastructure services, development, and maintenance;
  6. inventory management services;
  7. search engine optimization services;
  8. assisting with other Hosted Website integrations, including without limitation, third-party services integrations offered by Sandhills or requested/provided by Customer;
  9. and such additional related services as may be provided by Sandhills from time to time or requested by Customer.
8. "Indemnified Parties" means Sandhills and its subsidiaries, affiliates, and each of their respective officers, directors, employees, agents, successors, and assigns.
9. "You," "your," or "Customer" means the user accessing and using the Hosted Website Services, and may refer to an individual or an entity.
10. "Sandhills", "we," "our," or "us" means the Sandhills Global entity which bills you for your Hosted Website and/or the Hosted Website Services, which could be Sandhills Global, Inc. or any of its subsidiary companies. Sandhills Global, Inc., is a Nebraska corporation with a registered address of 120 W. Harvest Drive, Lincoln, NE, 68521, USA.
11. "Sandhills Intellectual Property" means all materials, including but not limited to,
  1. any computer software;
  2. website/Hosted Website style, design, and development;
  3. website/Hosted Website design templates and themes;
  4. IP numbers and addresses, materials, computer coding, including object code and source code;
  5. data or information Sandhills or its suppliers, employees or agents develop or provide under these Terms; and
  6. any computer code, know-how, methodologies, equipment, or processes Sandhills uses to provide the Hosted Website Services to you, including all copyrights, trademarks, patents, trade secrets, and any other proprietary rights inherent therein.
12. "Party" or "Parties" means you or Sandhills individually or collectively, as applicable.
13. "Personal Data" means any information Sandhills processes for Customer that (a) identifies or relates to an individual who can be identified directly or indirectly from that data alone or in combination with other information in the Sandhills' possession or control or that Sandhills is likely to have access to, or (b) the relevant Privacy and Data Protection Requirements otherwise define as protected Personal Data. Personal Data includes, but is not limited to: name, email address, phone number, etc.; and (c) any similar terminology such as "Personal Information" or "Personally Identifiable Information" that may be used in relevant federal, state, or international laws related to privacy or the protection of Personal Data.
14. "Platforms" means other services, websites and products owned or operated by Sandhills which you might access or use from time to time. Any use or access of the Platforms are subject to additional and separate terms and conditions. The Platforms include, but are not limited to, Sandhills Cloud (Sandhills Cloud Login), as well as auction and trade websites and services listed at https://www.sandhills.com/ourbrands.
15. "Privacy and Data Protection Requirements" means all applicable state, federal, and foreign laws and regulations relating to the processing, protection, or privacy of Personal Data, including where applicable, the guidance and codes of practice issued by regulatory bodies in any relevant jurisdiction. This includes, but is not limited to, the General Data Protection Regulation, California Consumer Privacy Act, Virginia Consumer Data Protection Act, etc.
16. "Tax" or "Taxes" means all applicable federal, state, or other governmental taxes, duties, fees, excises, tariffs, or other similar fees.
17. "Terms" means these Hosted Website Terms and Conditions.
Hosted Website Services. Sandhills may provide Customer with certain Hosted Website Services, as determined in Sandhills' sole discretion. Customer understands, acknowledges and expressly agrees that Customer's use of any Hosted Website Services and the operation of their Hosted Website is Customer's sole responsibility. Sandhills makes no representation or warranty that any Hosted Website Services or any Hosted Website(s) provided to Customer will meet or satisfy Customer's business needs or operations, or any legal and compliance obligations that may be applicable to Customer's Hosted Website.
Accounts. In order to access and use the Hosted Website Services, you must accept these Terms and pay the applicable fees for the Hosted Website Services. Additionally, you may be required to create an account. Any account provided to Customer shall be at the sole discretion of Sandhills and is non-transferable. Only you and/or your Authorized Users may use your account. By creating an account, you represent and warrant that you and your Authorized Users will abide by these Terms, will not register for more than one account, and will not provide false or misleading information about yourself and your Authorized Users. You are responsible for all activities that are undertaken using your account and all charges resulting from the use of the Hosted Website Services provided to you and/or your Authorized Users. We may verify your registration and account by collecting contact information (including, but not limited to, legal company name, street address, and employer identification number), industry references, and banking information from you, directly calling you to confirm the accuracy of your account information, and taking whatever additional steps we deem necessary. You are solely responsible for configuring your information technology and computer programs to access and/or use your account and the Hosted Website Services. You are responsible for maintaining the security of the user identification code and password for your account, and you must notify us immediately if you suspect that security has been breached. Customer accepts all risks of authorized and unauthorized access to it's accounts and the information Customer provides to us. If you open an account on behalf of a third party (such as another person or legal entity), then you represent and warrant that you are an authorized representative of that person or entity with the authority to bind such person or entity to these Terms, and you agree to these Terms on behalf of that person or entity.
Receipt of the Hosted Website Services.
1. Use of the Hosted Website Services. Customer agrees that the Hosted Website Services shall only be used for its own business purposes and use and not for any personal, household, or family purposes.
2. Cooperation. Customer acknowledges that the successful and timely rendering of the Hosted Website Services requires Customer's good faith cooperation. Accordingly, Customer agrees to: (i) provide Sandhills with all information and materials reasonably requested by Sandhills in connection with providing the Hosted Website Services; (ii) make Customer personnel and systems reasonably available to Sandhills in order to render the Hosted Website Services; (iii) provide at least one Customer contact who has substantial knowledge and authority to act on Customer's behalf in connection with the Hosted Website Services; and (iv) promptly review and approve any outputs or drafts that Sandhills may request your approval on; and (v) providing and/or approving, in a timely manner, domain usage for your Hosed Website and the Hosted Website Services. Additionally, you agree to execute, deliver, or cause to be executed and delivered, when reasonably requested by Sandhills, all documents and instruments, and shall take or cause to be taken, all further or other actions as Sandhills may reasonably deem desirable to provide the Hosted Website Services and/or clarify, confirm, and/or record the respective rights as required for the provision of the Hosted Website Services.
3. Hosted Website Services Customer Authority. You represent and warrant that: (i) you have the power, authority, and ability to receive the Hosted Website Services; (ii) you have the power and authority to enter into these Terms and to perform Customer's obligations hereunder; (iii) your obligations and performance under these Terms will not conflict with any other agreement or undertaking, oral or written, to which you are or may become a party; and (iv) you are not aware of any matter that will or may cause you to be unable to comply in a timely manner any of your obligations under these Terms or regarding the Hosted Website Services.
4. Authorized Users. Customer is responsible for any and all Authorized Users compliance with these Terms and their access to, and use of, the Hosted Website Services and Customer's account.
5. Hosted Websites. You acknowledge and agree that:
  1. you are solely responsible for all content and activity on your Hosted Website(s);
  2. you are solely responsible for obtaining legal written permission from the right holder for the display of any material, content, or activity on your Hosted Website;
  3. you are solely responsible for ensuring that any use, possession, or display of Customer Content on your Hosted Website does not infringe any intellectual property rights of you or any third party;
  4. your Hosted Website shall not post, transmit or attempt to transmit any offensive, rude, disparaging, intended to deceive, threatening, abusive, harassing, hateful, defamatory, pornographic, political, racist, or otherwise unlawful, illegal, or offensive content;
  5. you are solely responsible for identifying any and all legal requirements, disclosures, and notices applicable to the use and operation of your Hosted Website and for ensuring that your Hosted Website complies with all Applicable Laws, including but not limited to, Privacy and Data Protection Requirements, the protection of copyrighted content, cookie use and consent, and any applicable website accessibility guidelines;
  6. you are solely responsible for drafting, providing, posting, displaying, and managing any and all legal or regulatory notices, privacy notices or policies, cookie notices, cookie banners, cookie policies, copyright notices or policies, and website accessibility statements required by Applicable Laws;
  7. Sandhills is acting solely as the website host and Sandhills does not review, screen, approve, or endorse any of the content, opinions, notices, disclosures, links, third-party integrations, or activities on your Hosted Websites. You are solely responsible for ensuring that such content, opinions, notices, disclosures, links, third-party integrations, or activities operate correctly and comply with all Applicable Laws; and
  8. Sandhills does not warrant or guarantee that your Hosted Websites will be accessible, available, reliable, uninterrupted, free from down time, free from website outages, or free from service or maintenance interruptions.
6. Prohibited Acts. Customer agrees that it shall not:
  1. reverse engineer, decompile, disassemble, reverse assemble, or modify any Hosted Website Services' or Hosted Website's source or object code or any software or other products, or processes accessible through any portion of the Hosted Website Services or Hosted Websites;
  2. access, or attempt to access, parts of our Hosted Website Services that are not intended for public use (including but not limited to administrative areas);
  3. use any robot, spider, scraper, data mining tool, data gathering tools, data extraction tools, or any other automated means to access our Hosted Website Services, or collect, copy, or record our Hosted Website Services;
  4. take any action that imposes or may impose (in our sole discretion) an unreasonable or disproportionately large load on our infrastructure, networks or servers;
  5. copy, download, distribute, transmit, reuse, report, reproduce, modify, use, create derivative works from, or publicly display any of our Hosted Website Services, including the text, images, audio, and video, for public or commercial purposes, including generating any reports or aggregating any data or content;
  6. use our Hosted Website Services in competition with us, to develop competing products or services, or otherwise to our detriment or commercial disadvantage (as determined in our sole discretion);
  7. use our Hosted Website Services for benchmarking or competitive analysis of our services;
  8. identify us or display any portion of our Hosted Websites Services on any website or service that disparages us or our products or services, or infringes any of Sandhills intellectual property or other rights;
  9. attempt to disrupt or interfere with our Hosted Website Services in any way or with another user's/visitor's use of our Hosted Website Services or Hosted Website, or use your Hosted Website or the Hosted Website Services as a means of disrupting or interfering with other websites or networks;
  10. probe, scan, or test for vulnerabilities of our Hosted Website Services, our IT infrastructure, other websites, or any networks connected to them;
  11. willfully corrupt any information, data, documents, or content available through our Hosted Website Services;
  12. knowingly or recklessly transmit or distribute a virus into our network and computer systems;
  13. sell, resell, sublicense, share, rent or lease the Hosted Website Services or Hosted Websites to any third party;
  14. knowingly use Hosted Website Services or Hosted Websites to store or transmit infringing, libelous, or otherwise unlawful or tortuous material, or to store or transmit material in violation of third-party privacy rights;
  15. use the Hosted Website Services or Hosted Websites to harvest, or otherwise collect, information about others without their consent (as required by Applicable Law) or in violation of Applicable Laws, including but not limited to Privacy and Data Protection Requirements;
  16. use the Hosted Website Services or Hosted Websites to transmit any material that contains viruses, trojan horses, worms, time bombs, cancel-bots, or any other harmful or deleterious programs;
  17. otherwise violate these Terms; or
  18. assist, encourage, or permit any other person to do any of the acts described above.
7. Breach of Usage. All of the prohibited acts set forth in Section 4(f) above are forbidden regardless of the means used. By breaching this provision, you may be committing a criminal offence. We will report any such breach to the relevant law enforcement authorities, and we will co-operate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use our Hosted Website Services will cease immediately without notice.
8. Discolsures
  1. You acknowledge and agree to provide public-facing contact information on the homepage or contact us page of your Hosted Website. Public-facing contact information shall include your name or business name, address, telephone number, and email address.
  2. You acknowledge and agree that Sandhills may publish and disclose, or require you to publish and disclose, information regarding you, your business, Sandhills, and/or the Hosted Website Services including: (1) that you are the provider of your business, products, and services; (2) Sandhills is the provider of our services (including Web Site Hosting Services); (3) Sandhills does not sell, solicit, or negotiate your products or service and does not provide advice regarding your business; (4) Sandhills is not the same company as you and you are not considered an affiliate of Sandhills; and (5) any other disclaimers, notices, information, guidelines, statements, or policies deemed necessary by Sandhills, in its sole opinion, or to comply with laws and regulations.
9. Domains
  1. As part of the Web Site Hosting Services, you may provide Sandhills with your registered domain name(s) or at your request Sandhills may, in its sole discretion, register a domain name(s) on your behalf if the domain name is available for registration and does not violate any registration services' policy, third-party rights, or law or regulation. Sandhills does not guarantee domain name registration, renewal, availability, or continued access. You agree to pay Sandhills the applicable fees for registering and maintaining the domain name(s), including any applicable fees for renewal or automatic renewal of your domains.
  2. Upon termination of the Hosted Website Services and Customer's request, Sandhills will reasonably coordinate with Customer to transfer domain(s) used for Customer's Hosted Website(s) to Customer, subject to Section 4.i.(iii) (below). It is Customer's sole responsibility to transfer the domain(s) to its new provider and to pay all costs for the transfer and services provided by the new provider. If transfer is not completed within 30-days of termination, Sandhills may, in its sole discretion, choose to maintain the domain name(s) or allow the domain name(s) to lapse. If Sandhills chooses to maintain the domain name(s) after termination, Customer agrees to pay Sandhills the applicable costs, charges, and fees for maintaining the domain name(s).
  3. Should a domain name used on Customer's Hosted Website contain or reference any Sandhills brand, trademark, copyright, logo, or other intellectual property owned by Sandhills, then upon the termination or cessation of the Hosted Website Services the domain name will not be transferred to Customer or Customer's new provider and the domain name will remain the property of Sandhills.
10. Internet Protocol (IP) Numbers and Addresses. Customer acknowledges and agrees that Sandhills maintains and controls ownership of all IP numbers and addresses used by Sandhills for Customer's Hosted Website. You acknowledge and agree that Sandhills may, in its sole discretion and for any reason, change or remove any and all IP numbers and addresses which Sandhills used for Customer's Hosted Website.
11. Availability. Sandhills may immediately modify, suspend, cancel, or terminate the availability of the Hosted Website Services (and any elements and features of them) and Customer's account and Hosted Website(s), in whole or in part, at any time, for any reason, in our sole discretion, and without advance notice or liability.
12. Service Interruptions and Uptime. Sandhills may from time to time without notice or liability or obligation, interrupt the provision, use, or delivery of the Hosted Website Services and/or Customer's Hosted Websites for maintenance, server maintenance, or other operational reasons.
13. Taxes.
  1. Sandhills is not responsible for determining whether Tax applies to any transaction between you and third-parties or any other users of your Hosted Websites or the Hosted Website Services, or for withholding, collecting, reporting, or remitting any Tax arising from any purchases made by you or by third-parties from you through the Hosted Website Services or your Hosted Websites. We do not give Tax advice, and nothing we say or do should be interpreted as such, including our providing you with the opportunity to learn about, and separately utilize, Tax-related services or solutions (for example, automated Tax compliance software). The payment and collection of applicable Taxes (including income, property, sales, excise, import, export, VAT and other Taxes or duties) associated with the purchase/use and sale/solicitation of products or services made by you or your Authorized Users or the purchase/use and sale /solicitation of products or services made by third-parties from you through our Hosted Website Services or your Hosted Website must be, and are, your exclusive responsibility. To the extent that you have any questions about your own payment, collection, reporting or remittance obligations, you should consult a qualified tax advisor.
  2. Any sale(s) made through your Hosted Website and/or utilizing the Hosted Websites Services is between you and your customer. You are the seller for all transactions that occur using your Hosted Website and/or the Hosted Website Services and are responsible for all of the goods and services you may sell. For the avoidance of any doubt, Sandhills is not the seller and has no responsibility for your Hosted Website, the goods or services you may offer through your Hosted Website, or any aspect of the transaction between you and your customer(s).
  3. Customer is responsible for all Taxes, except taxes based on Sandhills' income. If Sandhills has the legal obligation to pay or collect Taxes for which you are responsible, then Sandhills will add those Taxes to the amount invoiced to you. If a taxing authority subsequently pursues Sandhills for unpaid Taxes for which you are responsible under the Terms and which you did not pay Sandhills, then Sandhills may invoice you and you will be obligated to pay such Taxes to Sandhills or directly to the taxing authority, plus all applicable interest, penalties, and charges.
Termination
1. We may immediately modify, suspend, cancel, or terminate your access to any of our Hosted Website Services, your Hosted Website(s), your account and/or these Terms for any reason (including but not limited to your material breach of these Terms or to prevent fraud), or for no reason, without notice.
2. You may terminate the Hosted Website Services and your Hosted Website(s) by giving notice to Sandhills prior to your termination taking effect. Such notice shall be provided either by calling your assigned Sandhills representative, by e-mailing your assigned Sandhills representative, or by providing written notice via mail to Sandhills Global, Inc., 120 W. Harvest Drive, Lincoln, NE, 68521, USA, with an attention to your assigned Sandhills representative.
3. Upon or after termination, for any reason, you agree and acknowledge:
  1. Sandhills will cease providing you with the Hosted Website Services, your Hosted Websites, and your account;
  2. except as required by Privacy and Data Protection Requirements, Sandhills will not be obligated to provide you with access to any stored data, images, or content related to the Hosted Website Services, your Hosted Websites, or your account, but may at its sole discretion;
  3. that in exchange for Sandhills' investment in time, resources, and expenses and your ability to terminate at will, that you will not be entitled to any refunds of any fees paid or invoiced, pro rata or otherwise, at the time of termination;
  4. Sandhills shall take your Hosted Website(s) offline; and
  5. Sandhills may delete your account, your Hosted Website(s), and all related stored data, images, and other content related to your Hosted Websites, Hosted Website Services, and your account, except as provided by Privacy and Data Protection Requirements.
Hosted Website Service Plans and Pricing. You agree to pay Sandhills the price and fees applicable to the Hosted Website Services which you access and/or that Sandhills provides to you. Access to and provision of the Hosted Website Services is determined in accordance with the plans and pricing provided by Sandhills, which may be amended from time to time by Sandhills. You acknowledge and agree Sandhills has the right to change prices or add or delete plans or product features of any existing or future plans or products or the Hosted Website Services at any time. You acknowledge and agree it is your responsibility to review and understand the Hosted Website Services plans and pricing provided by Sandhills, and you acknowledge and agree it is your responsibility to monitor the plans and pricing for such changes. You agree, should you have any questions or concerns regarding the plans and prices for the Hosted Website Services, you will make every attempt to resolve the question or concern directly with us. For questions or concerns, please reach out to your assigned Sandhills sales representative.
Promotional Rights. Customer agrees that Sandhills shall have the right, without prior approval, to use Customer's Hosted Website(s), name, and logo to promote Sandhills' products and services to third parties in whatever advertising medium it chooses.
Confidentiality.
1. Customer acknowledges and agrees that in the course of, and in connection with these Terms that it will be necessary for Sandhills to disclose Sandhills Confidential Information to Customer. Customer understands, acknowledges and agrees that the Sandhills Confidential Information is valuable, special and essential to the successful and effective conduct of Sandhills' businesses and operations, and the unauthorized use or disclosure of Sandhills Confidential Information is likely to cause irreparable harm to Sandhills. Customer agrees to hold in confidence, keep confidential, and protect Sandhills Confidential Information from use by anyone except solely as permitted under the Terms, and to not disclose, distribute, publish, transmit, display, or disseminate Sandhills Confidential Information for any reason under any circumstances, except as specifically set forth in these Terms. The standard of care Customer must observe in connection with the protection of Sandhills Confidential Information is the same standard of care Customer uses to protect its own confidential and proprietary information, but in no event less than a reasonable standard of care. Customer shall not be in breach of this clause if it is required by law to disclose Sandhills Confidential Information, provided that Customer (i) immediately notifies Sandhills of its legal obligations to disclose Sandhills Confidential Information, (ii) provides Sandhills with reasonable assistance, at Customer's expense, in avoiding or limiting the required disclosure, and (ii) limits the disclosure to only Sandhills Confidential Information specifically required to be disclosed.
Customer Content.
1. Customer Content shall remain vested in and remain your property or that of your third-party licensors (as appropriate). Customer represents and warrants the uploading, providing, supplying or making available of Customer Content to Sandhills, and any use or possession of Customer Content, does not and shall not infringe any intellectual property rights of you or any third party and does not otherwise violate any law or regulation. Customer acknowledges and agrees that Customer is solely responsible for all Customer Content.
2. By providing, uploading, supplying, or making available Customer Content to Sandhills for use with the Hosted Website Services and/or your Hosted Website, Customer hereby grants to Sandhills, a worldwide, perpetual, irrevocable, non-exclusive, sub-licensable (through multiple tiers), transferable, assignable, royalty-free license and all necessary permissions and/or consents required to: (i) provide Customer with the Hosted Website Services and Hosted Websites; (ii) to perform such other actions as authorized by Customer; (iii) for use in the Platforms; (iv) to allow Sandhills' to use Customer Content for its own business purposes; and (v) allow Sandhills to host, use, publish, adapt, distribute, expose, modify, run, copy, store, publicly perform, communicate to the public, broadcast, reproduce, make available, display, translate, creative derivative works, and otherwise exploit the Customer Content.
3. If at any time an allegation of infringement of intellectual property rights is made in respect to the Customer Content, or if, in Sandhills' sole discretion believes such an allegation is likely to be made, in respect of the Customer Content, you shall promptly and at your own expense, procure the right to continue using and possessing the relevant content and provide evidence to Sandhills or modify or replace the Customer Content in a manner acceptable to Sandhills without detracting from your obligations under these Terms. Additionally, Sandhills shall at all times have the right to suspend or terminate any of the Hosted Website Services or your Hosted Website without liability and with immediate effect if infringement is suspected. Sandhills shall have the right, with or without prior notice to you, to take any action it deems necessary, including removing or refusing to use/post potentially infringing material, if it has become aware that the Customer Content may be infringing upon another party's intellectual property rights.
Sandhills Intellectual Property.
1. Customer acknowledges that Sandhills Intellectual Property shall remain Sandhills' or its suppliers' sole and exclusive intellectual property. Customer acknowledges that no rights in Sandhills Intellectual Property or that of its suppliers are assigned or transferred to Customer. Customer agrees that Sandhills or its suppliers own and retain all right, title, and interest in and to Sandhills Intellectual Property, the supplier's intellectual property, and any intellectual property it develops hereunder, and any derivatives thereof.
2. Subject to your compliance with these Terms and payment of all fees, Sandhills grants Customer a limited, non-exclusive non-transferable, non-sublicensable, revocable license to use Sandhills Intellectual Property only as directed by Sandhills and solely for purpose of receiving the Hosted Website Services. Any such use of Sandhills Intellectual Property shall be at Sandhills' sole discretion and shall immediately cease upon direction of Sandhills or the termination of the Hosted Website Services provided to Customer.
3. In the event Customer provides Sandhills with any Creative Ideas, Sandhills shall: (i) own, exclusively, all now known or later discovered rights to the Creative Ideas and any creations, inventions, or derivative works resulting from the Creative Ideas; (ii) not be subject to any obligations of confidentiality and shall not be liable for any use or disclosure of any Creative Ideas; and (iii) be entitled to unrestricted use of the Creative Ideas for any purpose whatsoever, commercial or otherwise, without compensation to you or any other person.
Data Privacy.
1. Sandhills' collection, use, disclosure and processing of the Personal Data under these Terms on your behalf as service provider/ processor is subject to these Terms and our Data Processing Addendum.
2. Sandhills' own collection, use, disclosure, and processing of your Personal Data as a Data Controller is governed by our Sandhills Global Privacy Policy or our Privacy Policy for California Residents.
Legal Compliance.
1. Customer acknowledges and agrees that: (i) Customer is solely responsible for compliance with and abiding by all Applicable Laws, as well as applicable industry standards and best practices regarding Customer's receipt, use, and operation of the Hosted Website Services and Hosted Website(s); (ii) Customer is solely responsible for compliance with all Applicable Laws, as well as applicable industry standards and best practices regarding their provision of all aspects of their business; (iii) Customer is solely responsible for compliance with website accessibility and copyright guidelines, requirements, and laws concerning the Hosted Website(s) provided to Customer; (iv) Customer is solely responsible for identifying, implementing and maintaining any and all licenses, permissions, authorizations, consents, and permits required (if any) for their business and for their receipt or use of their Hosted Website(s) and the Hosted Website Services; (v) Customer is responsible for managing and providing direction to Sandhills for any legal or regulatory compliance mechanisms or services or settings, including but not limited to cookie banners, opt-out pages, or other functionalities, regardless of if Sandhills provides the compliance mechanism as part of the Hosted Website Services or Customer provides one of their own services; (vi) Customer is responsible for managing cookies, including but not limited to, pixels, SDK kits, and any other similar technologies now know or later created on the Hosted Website(s).
2. Customer represents and warrants that it:
  1. shall comply with all applicable U.S. and international trade sanctions laws in addition to export and import laws and regulations;
  2. is not currently included on the list of Specially Designated Nationals and Blocked Persons maintained by the U.S. Treasury Department's Office of Foreign Assets Control or any international equivalent of such lists;
  3. is not located or organized in Cuba, Iran, or North Korea, the comprehensively sanctioned regions of Ukraine, or any country or region that may be subject to a comprehensive embargo under U.S. or applicable international law; and
  4. is not a person or entity with whom a citizen of the United States is prohibited from engaging in a transaction with by any laws, regulations, or executive orders of the President of the United States, or who may be subject to similar restrictions under applicable international law.
Disclaimer. TO THE FULLEST EXTENT PERMITTED BY LAW, SANDHILLS HOSTED WEBSITE SERVICES, INCLUDING ANY HOSTED WEBSITES PROVIDED TO CUSTOMER, AND ALL CONTENT, SOFTWARE, FUNCTIONS, MATERIALS, THIRD-PARTY SERVICES, AND INFORMATION MADE AVAILABLE ON, STORED ON, OR ACCESSED THROUGH SANDHILLS HOSTED WEBSITE SERVICES OR SANDHILLS SERVERS, ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. SANDHILLS DOES NOT WARRANT THAT ANY FUNCTIONS CONTAINED ON OR PROVIDED THROUGH THE HOSTED WEBSITE SERVICES OR SANDHILLS SERVERS, OR ANY CONTENT CONTAINED OR STORED THEREIN, OR CUSTOMER'S HOSTED WEBSITES WILL PERFORM AT A PARTICULAR SPEED OR RESPONSE TIME OR WILL BE ACCURATE, COMPLETE, UP-TO-DATE, AVAILABLE, ACCESSIBLE, UNINTERRUPTED, FREE FROM DOWN TIME, FREE FROM SERVICE INTERRUPTIONS, FREE FROM WEBSITE OUTAGES, RELIABLE, SECURE, OR ERROR FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT SANDHILLS HOSTED WEBSITE SERVICES OR SERVERS THAT MAKE SUCH HOSTED WEBSITE SERVICES AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. CUSTOMER FURTHER ACKNOWLEDGES AND AGREES THAT ANY TRANSMISSION TO AND FROM SANDHILLS HOSTED WEBSITE SERVICES OR SERVERS OR CUSTOMER'S HOSTED WEBSITES IS NOT CONFIDENTIAL AND CUSTOMER'S COMMUNICATIONS MAY BE READ OR OTHERWISE MONITORED BY SANDHILLS. CUSTOMER'S USE OF SANDHILLS HOSTED WEBSITE SERVICES AND/OR SANDHILLS SERVERS AND/OR CUSTOMER'S HOSTED WEBSITES AND/OR THIRD-PARTY SERVICES, IS AT CUSTOMERS'S SOLE RISK.

THE HOSTED WEBSITE SERVICES AND ANY INFORMATION PROVIDED BY SANDHILLS IS NOT LEGAL ADVICE AND CUSTOMER IS REPSONSIBLE FOR ITS OWN COMPLIANCE WITH APPLICABLE LAWS.
Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL SANDHILLS BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES, WHETHER IN CONTRACT OR TORT OR UNDER ANY OTHER THEORY OF LIABILITY, INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS, LOSS OF ANTICIPATED PROFITS, LOSS OF BUSINESS OR SALES, ANY LOSS OF GOODWILL OR REPUTATION, OR THE COSTS OF SUBSTITUTE GOODS OR SERVICES, EVEN IF THE INDEMNIFIED PARTIES, OR AN AUTHORIZED REPRESENTATIVE THEREOF, HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF, BASED ON, OR RESULTING FROM (A) SANDHILLS PLATFORMS; (B) SANDHILLS HOSTED WEBSITE SERVICES; (C) THESE TERMS; (D) ANY BREACH OF THESE TERMS BY CUSTOMER OR A THIRD PARTY; (E) CUSTOMER'S, OR ANY THIRD-PARTY'S USE OF THE HOSTED WEBSITE SERVICES OR SANDHILLS SERVERS; (F) ANY INFORMATION THAT CUSTOMER UPLOADS OR OTHERWISE STORES USING THE HOSTED WEBSITE SERVICES OR SANDHILLS SERVERS; (G) ANY INTERACTION BETWEEN SANDHILLS HOSTED WEBSITE SERVICES AND/OR SANDHILLS SERVERS AND ANY THIRD-PARTY OR THIRD-PARTY SERVICES; (H) CUSTOMER'S BUSINESS, CUSTOMER CONTENT, CUSTOMER'S HOSTED WEBSITES, AND THIRD-PARTY DATA; (I) ANY ACTUAL OR ATTEMPTED COMMUNICATION OR ACTUAL OR ADVERTISED TRANSACTION THROUGH THE HOSTED WEBSITE SERVICES OR SANDHILLS SERVERS, OR CUSTOMER'S HOSTED WEBSITES; (J) ANY NON-ACCESABILITY OR DOWNTIME OF THE HOSTED WEBSITE SERVICES OR SANDHILLS SERVERS OR CUSTOMER'S HOSTED WEB SITES; (K) ANY WEBSITE OUTAGES OR INTERRUPTION OR FAILURE OF THE HOSTED WEBSITE SERVICES OR SANDHILLS SERVERS OR CUSTOMER'S HOSTED WEBSITES; (L) ANY FAILURE TO COMPLETE A TRANSACTION ON THE INTERNET OR USING THE HOSTED WEBSITE SERVICES OR USING CUSTOMER'S HOSTED WEBSITES OR SANDHILLS SERVERS; (M) ANY INTERRUPTION OR FAILURE OF A THIRD-PARTY'S SERVICES SOFTWARE, EQUIPMENT OR NETWORK; (N) DELETION OF FILES; (O) DELAYS IN OPERATION; (O) LOSS OF DATA RESULTING FROM DELAYS, NON-DELIVERIES OR SERVICE INTERUPTIONS BY ANY CAUSE; AND (P) ANY PRODUCT OR SERVICE SOLD OR DISTRIBUTED BY CUSTOMER THROUGH CUSTOMER'S HOSTED WEBSITES OR SANDHILLS PLATFORMS OR THE HOSTED WEBSITE SERVICES OR SANDHILLS SERVERS.

IN NO EVENT SHALL SANDHILLS TOTAL LIABILITY TO CUSTOMER FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT OR TORT, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, PRODUCT LIABILITY OR OTHERWISE) ARISING FROM THESE TERMS OR CUSTOMER'S USE OF THE HOSTED WEBSITE SERVICES OR HOSTED WEBSITES OR SANDHILLS SERVERS EXCEED, IN THE AGGREGATE, THE AMOUNT OF FEES PAID TO SANDHILLS FROM CUSTOMER IN THE PRIOR TWELVE (12) MONTHS IN CONNECTION WITH SANDHILLS PROVIDING CUSTOMER HOSTED WEBSITE SERVICES.
Customer Liability. Except as provided in these Terms and to the maximum extent permitted by law, you assume all liability for any and all loss: (a) related to your business and the services and/or to products that you sell or provide; (b) related to your receipt or use of your Hosted Website(s), the Hosted Website Services, your account, or our servers; (c) related to Customer Content; (d) related to your compliance with Applicable Laws; (e) under the indemnities set out in Section 16; (f) related to your use of third-party services or your accessing, use of or enabling third-party services; and (g) for your negligence, fraud, or any willful or deliberate act or omission.
Indemnification. Customer shall indemnify, defend, and hold the Indemnified Parties, harmless from and against any claim or demand (including reasonable attorneys' and experts' fees and costs) or any and all loss, arising out of or in any way connected with: (a) your business and business operations; (b) any Customer Content or any other content provided by Customer to Sandhills; (c) your receipt, use, and operation of the Hosted Website Services and Hosted Websites; (d) your obtaining or not obtaining any necessary licenses, permissions, authorizations, consents or permits required under Applicable Law; (e) any breach or alleged breach of any of the representations, warranties or covenants set forth in these Terms by you or your Authorized Users; (f) any violation or alleged violation of Applicable Law, by you, your affiliates, your employees, your Authorized Users, or any other representative acting on your behalf; (g) any breach of these Terms by you or your Authorized Users, or any other representative acting on your behalf; (h) your use or misuse of any third-party services or your contract, transaction or relationship with any third-party service provider; (i) your violation of any laws or rights of a third party, including but not limited to, intellectual property rights. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and you shall not in any event settle any matter without our written consent. While some jurisdictions may limit your liability hereunder, this indemnity shall apply to the fullest extent permissible by applicable law.
Third Party Services Providers
1. Sandhills may at its discretion, recommend, provide access to, allow you to use, include, integrate or enable certain software, applications, widgets, products, services, or links developed, owned, or licensed by a third-party in connection with the Hosted Website Services and your Hosted Website(s).
2. Such third-party services are for your consideration or use and are made available only as a convenience to you. Your purchase, access, or use of any such third-party services is solely between you and the applicable third-party service provider. In addition to these Terms, you also agree to be bound by the additional service-specific terms applicable to the services you purchase from, or that are provided by, third-party providers. If the third-party service is accompanied by or requires a license agreement then your use of the third-party service is subject to that license agreement, in addition to these Terms. In consideration for providing any such recommendation, access to, or enabling such third-party services, we may receive a fee or revenue share from the third-party providers whose third-party services you may choose to obtain.
3. You acknowledge and agree that it is your responsibility to read the terms and conditions, license agreement, and/or privacy policies that may be applicable to the use of such third-party services on your Hosted Website(s) before using them.
4. We make no warranties or representations with respect to third-party services offered or included in connection with the Hosted Website Services or your Hosted Website(s), and we expressly disclaim any liability with respect to any third-party services. You acknowledge and agree that Sandhills will not be responsible or liable to you for any third-party services offered with the Hosted Website Services and/or used or included on your Hosted Website(s) or for any acts or omissions of any third-party service providers.
5. The use of any third-party services is at your discretion and you are responsible for monitoring any and all third-party services or integrations included on your Hosted Website. If you wish to add a third-party service or integration or remove an existing third-party service or integration in connection with your Hosted Website(s), you are responsible for initiating the appropriate steps to add or remove such third-party service or integration.
6. The availability of third-party services through our Hosted Website Services or the integration or enabling of such third-party services with the Hosted Website Services or your Hosted Websites does not constitute or imply an endorsement, authorization, sponsorship, or affiliation by or with Sandhills. Sandhills does not guarantee the availability of third-party services. You acknowledge and agree that Sandhills reserves the right to change, modify, discontinue, suspend, or disable the provision of, access to, or interoperation with, any third-party services at any time in its sole discretion and without notice to you. Sandhills is not responsible or liable for any change, modification, discontinuation, suspension, or disablement of the provision of, or access to, or interoperation with, any third- party service. Additionally, Sandhills may, at its sole discretion, not allow the integration or use of a third-party service.
7. You acknowledge and agree that the relationship between you and any third-party service provider is strictly between you and such third-party service provider, and Sandhills is not obligated to intervene in any dispute arising between you and a third-party service provider.
Relationship of the Parties. Nothing contained in these Terms or Hosted Website Services shall be construed to constitute you being a partner, joint venturer, service provider, employee, or agent of Sandhills, nor shall you hold yourself out as such. You do not have any right or authority to incur, assume or create, in writing or otherwise, any warranty, liability or other obligation of any kind, express or implied, in the name of or on behalf of Sandhills, it being intended by both you and Sandhills that each shall remain independent and responsible for their own actions.
Revisions. You acknowledge and agree that we have the right to make changes, revisions or updates to these Terms from time to time, without your prior consent and without providing notice to you, by changing, revising or updating these Terms, and making the revised Terms available to you. Any changes, revisions, or updates of these Terms will supersede prior versions. Any changes, revisions or updates to these Terms will be effective immediately upon publication. You acknowledge and agree it is your responsibility to review the published Terms from time to time and to be aware of any such changes, revisions, or updates. By continuing to use any of the Hosted Website Services after any revised Terms are published, you accept the revised Terms.
General
1. Governing Law. These Terms shall be governed by and construed in accordance with the laws of the State of Nebraska, without regard to its conflict of law provisions. You irrevocably agree to the exclusive jurisdiction of the courts of Lancaster County, Nebraska, USA for any disputes arising out of these Terms.
2. Entire Terms. The introductory paragraph, and any documents that are linked to or referenced in these Terms, and are hereby incorporated by reference and made part of these Terms. Collectively, the foregoing constitutes the entire agreement between the Parties and supersedes all prior terms, agreements, and understandings, whether written or oral, relating to the subject matter of these Terms. For clarification, these Terms are in addition to (and do not replace) any other terms and conditions that you've entered into with Sandhills in connection with access or use of the Platforms.
3. Advice. Any guidance, discussions, or advice provided by us, our employees, independent contractors, and agents related to using your Hosted Websites or the Hosted Website Services is intended for general information purposes only. It is not intended as legal advice, and you agree that you will independently evaluate and not rely on such advice for any purpose.
4. Headings. Headings used in these Terms are intended, and shall for all purposes be deemed to be, for connivence only and shall have no force or affect whatsoever in the interpretation of these Terms.
5. Reformation. If a court of competent jurisdiction determines that the scope of any provisions of these Terms is too broad to be enforced, the court shall reform such provisions to such narrower scope as it determines to be enforceable.
6. Survival. Provisions of these Terms, which by their nature should apply beyond the term, will remain in force after any termination or expiration of these Terms, including but not limited to, Clauses 5, 6, 7, 8, 9, 10, 11, 12, 13, 14, 15, 16, 17, 18, 19, and 20.
7. Severability. If any provision of these Terms is determined to be unenforceable for any reason and is unable to be reformed by a court of competent jurisdiction as provided above, such provision shall be deemed separate and severable and the unenforceability of any such provision shall not invalidate or render unenforceable any of the remaining provisions hereof.
8. Successors and Assigns. These Terms shall be binding upon and inure to the benefit of both Parties and their respective successors and permitted assigns. These Terms may not be assigned by you without our prior written consent. Sandhills may freely assign these Terms to any third-party.
9. Waiver. No delay or omission by a Party in exercising any right under these Terms shall operate as a waiver of that or any other right. A waiver or consent given by a Party on any one occasion shall be effective only in that instance and shall not be construed as a bar or waiver of any right on any other occasion.
10. Translations. Far all purposes, the English language versions of these Terms shall be the original, governing instrument and understanding of the Parties. In the event of any conflict between the English language version of these Terms and any subsequent translation into any other language, the English language version shall govern and control.

Last Updated: September 15, 2026
V9-10-2026