Terms of Service

2.1 Eligibility Requirements

To access or use the Platform, you must: (a) be at least eighteen (18) years of age or the age of legal majority in your jurisdiction, whichever is greater; (b) have the legal capacity and authority to enter into a binding agreement; (c) not be a person barred from using the Platform under the laws of the United States or any other applicable jurisdiction; (d) comply with all Applicable Laws in connection with your use of the Platform; and (e) if registering on behalf of an entity, have full authority to bind such entity to these Terms.

2.2 Account Registration

In order to access certain features of the Platform, you must create an Account by providing accurate, current, and complete information as prompted by the registration form, including your legal name, email address, phone number, and any other information required by Subliy or the Payment Processor. You agree to update your Account information promptly to keep it accurate, current, and complete at all times. Subliy reserves the right to suspend or terminate any Account that contains inaccurate, outdated, or incomplete information.

2.3 Account Security

You are solely responsible for maintaining the confidentiality and security of your Account credentials, including your username, password, and any multi-factor authentication methods. You agree to: (a) immediately notify Subliy of any unauthorized access to or use of your Account; (b) not share your Account credentials with any third party; (c) not use the Account of another User without express permission; and (d) accept full responsibility for all activities that occur under your Account, whether or not authorized by you. Subliy shall not be liable for any Loss arising from your failure to comply with this Section.

2.4 Identity Verification

Subliy and/or the Payment Processor may, at any time, require you to verify your identity, provide additional documentation, or undergo background or credit checks as a condition of Account registration, continued access, or payment processing. Such verification may include, without limitation, government-issued identification, proof of business registration, tax identification numbers, and proof of address. You agree to cooperate fully with all such verification requests. Failure to comply with verification requirements may result in the suspension or termination of your Account and/or the withholding of funds.

3.1 Platform Description

Subliy provides a technology platform that enables service professionals ("Pros") to manage and grow their businesses by offering tools for appointment scheduling, client management, payment processing, marketing, analytics, and other business management features. The Platform serves as a technology intermediary and does not itself provide, perform, or deliver any professional services offered by Pros to Customers.

3.2 Platform Availability

Subliy shall use commercially reasonable efforts to make the Platform available on a twenty-four (24) hours per day, seven (7) days per week basis, subject to planned and unplanned maintenance, upgrades, and circumstances beyond Subliy's reasonable control. Subliy does not guarantee uninterrupted, error-free, or secure access to the Platform and shall not be liable for any unavailability, downtime, or disruption of the Platform.

3.3 Modifications to the Platform

Subliy reserves the right, in its sole discretion, to modify, update, enhance, discontinue, or remove any feature, functionality, or aspect of the Platform at any time, with or without notice. Subliy shall not be liable to you or any third party for any modification, suspension, or discontinuation of the Platform or any part thereof.

3.4 Relationship of Parties

The relationship between Subliy and Users is that of independent contractors. Nothing in these Terms shall be construed to create a partnership, joint venture, agency, employment, or franchise relationship between Subliy and any User. Pros are solely responsible for the services they provide to Customers, and Subliy shall have no liability or responsibility for the quality, safety, legality, or delivery of such services.

3.5 No Endorsement

Subliy does not endorse, guarantee, or assume responsibility for any service, product, or content offered by Pros or other third parties through the Platform. Any interactions, transactions, or disputes between Users are solely between those Users, and Subliy shall not be a party to or liable for any such interactions, transactions, or disputes, except as expressly set forth in these Terms.

4.1 Subscription Plans

The Platform offers various Subscription Plans, each with different features, functionality, and pricing as described on the Platform. By selecting a Subscription Plan, you agree to pay the applicable Fees associated with that plan. Subliy reserves the right to modify, add, or remove Subscription Plans and their associated features and pricing at any time upon reasonable notice to Users.

4.2 Billing and Payment

Subscription Fees are billed in advance on a recurring basis (monthly or annually, as selected by the User) and are non-refundable except as expressly provided in these Terms. You authorize Subliy and/or the Payment Processor to charge your designated Payment Method for all applicable Fees. You are responsible for providing a valid Payment Method and ensuring sufficient funds are available for each billing cycle.

4.3 Automatic Renewal

Your Subscription Plan will automatically renew at the end of each billing cycle unless you cancel your subscription prior to the renewal date. Upon renewal, you will be charged the then-current Fees for your Subscription Plan. Subliy will provide notice of any Fee changes prior to the next billing cycle.

4.4 Free Trials and Promotional Offers

Subliy may, in its sole discretion, offer free trials or promotional pricing for certain Subscription Plans. Unless you cancel before the end of the free trial or promotional period, your Account will be automatically enrolled in the applicable paid Subscription Plan, and your Payment Method will be charged the standard Fees. Free trials are limited to one per User and may be subject to additional terms and conditions.

4.5 Failed Payments and Delinquency

If any payment fails or is declined, Subliy may: (a) retry the charge on your Payment Method; (b) suspend or restrict access to your Account and the Platform; (c) downgrade your Subscription Plan; and/or (d) pursue collection of any outstanding amounts owed, including through third-party collection agencies. You agree to pay all costs and expenses of collection, including reasonable attorneys' fees. Past due amounts may accrue interest at the rate of one and one-half percent (1.5%) per month, or the maximum rate permitted by Applicable Law, whichever is less.

4.6 Taxes

All Fees are exclusive of taxes, levies, duties, or similar governmental assessments of any nature, including but not limited to value-added, sales, use, or withholding taxes, assessable by any jurisdiction (collectively, "Taxes"). You are responsible for paying all Taxes associated with your use of the Platform and Transactions conducted through the Platform, except for taxes based on Subliy's net income. If Subliy is required to collect or remit Taxes on your behalf, such Taxes will be added to your invoice or charged to your Payment Method.

5.1 Platform Fees

In addition to Subscription Fees, Subliy may charge platform fees, transaction fees, and/or commission fees on Transactions processed through the Platform, as specified in the applicable Subscription Plan or as otherwise communicated through the Platform. Such fees may be deducted from Transaction proceeds before disbursement to the Pro's Merchant Account.

5.2 Payment Processing Fees

Payment processing fees charged by the Payment Processor (including but not limited to per-transaction fees, percentage-based fees, and currency conversion fees) are separate from and in addition to Subliy's Platform Fees. Such payment processing fees are determined by the Payment Processor and are subject to the Stripe Agreement. Subliy is not responsible for and has no control over the Payment Processor's fees.

5.3 Fee Changes

Subliy reserves the right to change its Fees at any time upon thirty (30) days' prior written notice to Users. Continued use of the Platform after the effective date of a fee change constitutes your acceptance of the new Fees. If you do not agree to any fee change, your sole remedy is to cancel your Subscription Plan and cease using the Platform before the fee change takes effect.

5.4 Payouts and Disbursements

Transaction proceeds, less applicable Platform Fees, payment processing fees, chargebacks, refunds, and Reserves, will be disbursed to the Pro's Merchant Account in accordance with the payout schedule established by the Payment Processor. Subliy does not guarantee the timing of payouts and shall not be liable for any delays in the disbursement of funds. Payout schedules are subject to the Payment Processor's terms and may be affected by verification requirements, risk assessments, and other factors determined by the Payment Processor in its sole discretion.

6.1 Chargebacks

A "Chargeback" occurs when a Customer or their card-issuing bank reverses a previously completed Transaction. Pros are solely responsible for all Chargebacks related to their Transactions, including the original Transaction amount, any chargeback fees assessed by the Payment Processor, and any associated administrative fees. Subliy may deduct Chargeback amounts and associated fees from the Pro's Merchant Account or future payouts, or charge the Pro's Payment Method on file.

6.2 Disputes

Pros are responsible for responding to and managing all payment disputes and Chargebacks in a timely manner. Subliy may provide tools and information to assist in the dispute process but is not obligated to do so and shall not be liable for the outcome of any dispute. If a Pro fails to respond to a Chargeback or dispute within the required timeframe, the Chargeback may be automatically resolved in favor of the Customer.

6.3 Refunds

Pros are responsible for establishing and communicating their own refund and cancellation policies to Customers. All refunds are processed through the Platform and are subject to Platform Fees and payment processing fees, which may or may not be returned to the Pro depending on the circumstances. Subliy reserves the right to process refunds on behalf of a Pro in cases of fraud, Prohibited Activity, or violation of these Terms.

6.4 Reserves

Subliy and/or the Payment Processor may, in their sole discretion, establish a Reserve on a Pro's Merchant Account to cover potential Chargebacks, refunds, disputes, or other liabilities. The amount and duration of any Reserve shall be determined by Subliy and/or the Payment Processor based on factors including, without limitation, Transaction volume, chargeback history, industry risk, and compliance status. Reserves may be deducted from Transaction proceeds or charged to the Pro's Payment Method on file.

6.5 Risk Allocation

You acknowledge and agree that: (a) Subliy acts solely as a technology platform provider and does not assume any liability for Transactions between Pros and Customers; (b) Pros bear all risk associated with the services they provide and the Transactions they process through the Platform; (c) Subliy may take any action it deems necessary to mitigate risk, including suspending accounts, withholding funds, and establishing Reserves; and (d) the Payment Processor may independently take actions regarding your Merchant Account, including freezing funds, in accordance with the Stripe Agreement.

7.1 General Obligations

As a condition of your access to and use of the Platform, you agree to: (a) comply with all Applicable Laws and regulations in connection with your use of the Platform; (b) provide accurate, current, and complete information as required by the Platform; (c) maintain the security of your Account and promptly notify Subliy of any unauthorized use; (d) use the Platform only for its intended purposes and in accordance with these Terms and the Documentation; and (e) cooperate with Subliy in any investigation of suspected violations of these Terms.

7.2 Prohibited Activities

You shall not, and shall not permit any third party to: (a) use the Platform for any unlawful, fraudulent, deceptive, or harmful purpose; (b) violate any Applicable Law, regulation, or third-party right in connection with your use of the Platform; (c) interfere with, disrupt, or create an undue burden on the Platform or the networks or services connected thereto; (d) attempt to gain unauthorized access to the Platform, other Users' Accounts, or any systems or networks connected to the Platform; (e) use the Platform to transmit any viruses, malware, or other harmful code; (f) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Platform; (g) copy, modify, distribute, sell, or lease any part of the Platform or Subliy Materials; (h) use any automated means, including bots, scrapers, or spiders, to access or collect data from the Platform; (i) circumvent any security features, access controls, or usage limits of the Platform; (j) use the Platform to send unsolicited communications, spam, or marketing messages in violation of Applicable Law; (k) impersonate any person or entity or misrepresent your affiliation with any person or entity; (l) use the Platform to process Transactions for services not actually rendered or for fictitious Transactions; or (m) engage in any other activity that Subliy determines, in its sole discretion, to be a Prohibited Activity.

7.3 Pro-Specific Obligations

If you are a Pro, you additionally agree to: (a) hold all licenses, permits, certifications, and insurance required by Applicable Law to provide your services; (b) provide services in a professional, competent, and timely manner; (c) accurately describe your services, pricing, and availability on the Platform; (d) honor all appointments and commitments made through the Platform; (e) comply with all applicable tax obligations, including reporting and payment of income taxes and sales taxes; (f) respond to Customer inquiries and complaints in a timely and professional manner; and (g) not engage in any discriminatory practices in violation of Applicable Law.

7.4 Customer-Specific Obligations

If you are a Customer, you additionally agree to: (a) provide accurate information when booking services or making payments through the Platform; (b) honor appointments and cancellation policies established by Pros; (c) treat Pros with respect and professionalism; (d) not misuse refund or chargeback processes; and (e) comply with any terms or policies established by the Pro from whom you are purchasing services.

7.5 Consequences of Violations

Violation of any of the obligations or restrictions set forth in this Article 7 may result in, at Subliy's sole discretion: (a) warning or notice of violation; (b) temporary or permanent suspension of your Account; (c) termination of your Account and these Terms; (d) withholding or forfeiture of any funds in your Merchant Account; (e) reporting to Applicable Law enforcement authorities; and/or (f) pursuit of any and all available legal remedies.

8.1 Subliy's Intellectual Property

The Platform, Subliy Materials, and all Intellectual Property Rights therein are and shall remain the exclusive property of Subliy and its licensors. These Terms do not grant you any right, title, or interest in or to the Platform or Subliy Materials, except for the limited license expressly set forth herein. All rights not expressly granted are reserved by Subliy.

8.2 License to Use the Platform

Subject to your compliance with these Terms and payment of all applicable Fees, Subliy grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Platform and Subliy Materials solely for your internal business purposes in accordance with the terms of your Subscription Plan and these Terms. This license does not include the right to: (a) sublicense, sell, resell, transfer, assign, distribute, or otherwise commercially exploit or make available to any third party the Platform or Subliy Materials; (b) modify or make derivative works based upon the Platform or Subliy Materials; or (c) reverse engineer or access the Platform in order to build a competitive product or service.

8.3 User Content License

By uploading, posting, or otherwise submitting Content to the Platform, you grant Subliy a worldwide, non-exclusive, royalty-free, sublicensable, and transferable license to use, reproduce, modify, distribute, display, and perform such Content solely in connection with operating and improving the Platform and providing services to you. You represent and warrant that you own or have the necessary rights to grant this license and that your Content does not violate any third party's Intellectual Property Rights or other rights.

8.4 Feedback

If you provide Subliy with any feedback, suggestions, recommendations, or ideas regarding the Platform ("Feedback"), you hereby assign to Subliy all right, title, and interest in and to such Feedback, and Subliy shall be free to use, disclose, reproduce, license, and otherwise exploit the Feedback in any manner, without any obligation, royalty, or restriction of any kind.

8.5 Trademark Usage

You shall not use Subliy's name, logo, trademarks, or other proprietary marks without Subliy's prior written consent. Subliy may use your name, logo, and trademarks solely to identify you as a User of the Platform, unless you provide written notice requesting removal.

9.1 Data Collection and Use

Subliy collects, uses, stores, and processes User Data in accordance with the Privacy Policy, which is incorporated into these Terms by reference. By using the Platform, you consent to the collection, use, and processing of your data as described in the Privacy Policy. You acknowledge that Subliy may collect and use aggregated, anonymized, or de-identified data derived from User Data for purposes including analytics, benchmarking, product improvement, and other lawful business purposes, provided that such data does not identify any individual User.

9.2 Data Ownership

As between the parties, you retain all right, title, and interest in and to your User Data. Subliy shall not sell your User Data to third parties, except as expressly set forth in the Privacy Policy. Notwithstanding the foregoing, you acknowledge and agree that Subliy may access, use, and disclose User Data: (a) to provide and improve the Platform; (b) to comply with Applicable Law or respond to legal process; (c) to enforce these Terms; (d) to protect the rights, property, or safety of Subliy, its Users, or others; and (e) with your consent.

9.3 Data Security

Subliy shall implement and maintain commercially reasonable administrative, technical, and physical safeguards designed to protect User Data from unauthorized access, disclosure, alteration, or destruction. However, no method of transmission over the Internet or method of electronic storage is one hundred percent (100%) secure, and Subliy cannot guarantee absolute security. You acknowledge that you are responsible for maintaining the security of your own systems, devices, and Account credentials.

9.4 Data Portability

Upon written request and subject to Applicable Law, Subliy shall make commercially reasonable efforts to provide you with a copy of your User Data in a commonly used, machine-readable format. Subliy reserves the right to charge a reasonable fee for data export requests that are excessive in scope or frequency. Following termination of your Account, Subliy shall retain your User Data only as required by Applicable Law or as necessary for legitimate business purposes, as further described in the Privacy Policy.

13.1 Your Indemnification Obligations

You agree to defend, indemnify, and hold harmless Subliy, its Affiliates, and their respective officers, directors, employees, agents, licensors, and service providers (collectively, the "Subliy Indemnitees") from and against any and all Losses arising out of or in connection with: (a) your use of the Platform; (b) your violation of these Terms or any Applicable Law; (c) your Content or User Data; (d) your services or products offered through the Platform (if you are a Pro); (e) any dispute between you and another User; (f) your violation of any third party's rights, including Intellectual Property Rights, privacy rights, or publicity rights; (g) any Chargeback, refund, or dispute arising from your Transactions; and (h) any tax liability, penalty, or interest arising from your failure to comply with applicable tax obligations.

13.2 Indemnification Procedures

Subliy shall: (a) provide you with prompt written notice of any claim subject to indemnification (provided that failure to provide prompt notice shall not relieve you of your indemnification obligations except to the extent you are materially prejudiced by such failure); (b) grant you sole control of the defense and settlement of such claim (provided that you shall not settle any claim without Subliy's prior written consent if such settlement would impose any obligation on Subliy or require Subliy to admit fault); and (c) provide you with reasonable cooperation in the defense of such claim, at your expense.

14.1 Termination by User

You may terminate your Account and these Terms at any time by contacting Subliy or using the Account cancellation feature on the Platform. Termination shall be effective at the end of your current billing cycle. You will remain responsible for all Fees incurred prior to the effective date of termination, and no refunds shall be provided for any unused portion of a prepaid Subscription Plan, except as required by Applicable Law.

14.2 Suspension by Subliy

Subliy may, in its sole discretion and without prior notice, suspend your access to the Platform and/or your Account if: (a) Subliy reasonably suspects that you have violated these Terms or Applicable Law; (b) your Account is the subject of a fraud investigation or legal inquiry; (c) your Account poses a security risk to the Platform or its Users; (d) you have outstanding unpaid Fees; (e) the Payment Processor suspends or restricts your Merchant Account; or (f) Subliy determines that suspension is necessary to protect the Platform, its Users, or Subliy's legitimate business interests.

14.3 Termination by Subliy

Subliy may terminate your Account and these Terms at any time, with or without cause, upon thirty (30) days' written notice to you. Subliy may also terminate your Account immediately and without notice if: (a) you have materially breached these Terms; (b) you have engaged in Prohibited Activities; (c) your Account has been suspended and the grounds for suspension have not been cured within a reasonable period; (d) Subliy is required to do so by Applicable Law or a Governmental Authority; or (e) Subliy determines, in its sole discretion, that continued provision of the Platform to you poses an unacceptable risk.

14.4 Effect of Termination

Upon termination of your Account: (a) all rights and licenses granted to you under these Terms shall immediately cease; (b) you shall immediately discontinue all use of the Platform; (c) any outstanding Fees shall become immediately due and payable; (d) Subliy may retain funds in your Merchant Account for up to one hundred eighty (180) days to cover potential Chargebacks, refunds, or other liabilities; (e) Subliy may retain your User Data as required by Applicable Law or as necessary for legitimate business purposes; and (f) the provisions of these Terms that by their nature should survive termination shall survive, including but not limited to Articles 1, 8, 9, 11, 12, 13, 15, 16, 17, 18, and 19.

16.1 Informal Resolution

Before initiating any formal dispute resolution proceeding, you agree to first contact Subliy and attempt to resolve any dispute informally. You must send a written description of the dispute, including your name, Account information, and the relief sought, to Subliy's contact address set forth in Article 20. Subliy shall have thirty (30) days from receipt of such notice to attempt to resolve the dispute. If the dispute is not resolved within thirty (30) days, either party may proceed to binding arbitration as set forth below.

16.2 Binding Arbitration

Any dispute, claim, or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation, or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined by binding arbitration administered by the American Arbitration Association ("AAA") in accordance with its Commercial Arbitration Rules and Mediation Procedures. The arbitration shall be conducted by a single arbitrator selected in accordance with the AAA rules. The seat of arbitration shall be Miami-Dade County, Florida, unless the parties mutually agree to a different location or to conduct the arbitration remotely.

16.3 Arbitration Fees and Costs

Each party shall bear its own costs and expenses (including attorneys' fees) in connection with any arbitration proceeding, except that: (a) Subliy shall pay all AAA filing, administration, and arbitrator fees for claims where the amount in dispute does not exceed $10,000; and (b) the arbitrator may award costs and fees to the prevailing party as part of the arbitral award. If any portion of this arbitration provision is found to be unenforceable, the remaining portions shall remain in full force and effect.

16.4 Arbitration Award

The arbitrator's award shall be final and binding on the parties. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The arbitrator shall have the authority to grant any remedy or relief that would be available in a court of competent jurisdiction, including injunctive or other equitable relief.

16.5 Exceptions to Arbitration

Notwithstanding the foregoing, either party may: (a) bring an individual action in small claims court for disputes within that court's jurisdiction; and (b) seek injunctive or other equitable relief in any court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of a party's Intellectual Property Rights or Confidential Information.

19.1 Entire Agreement

These Terms, together with the Privacy Policy, the Stripe Agreement, and any other policies or documents expressly incorporated by reference, constitute the entire agreement between you and Subliy with respect to the subject matter hereof and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding the Platform.

19.2 Amendments

Subliy reserves the right to modify these Terms at any time in its sole discretion. If Subliy makes material changes to these Terms, Subliy will provide notice through the Platform, by email, or by other means as determined by Subliy. Your continued use of the Platform after the effective date of any modification constitutes your acceptance of the modified Terms. If you do not agree to the modified Terms, you must discontinue your use of the Platform and terminate your Account.

19.3 Waiver

No waiver by Subliy of any term or condition set forth in these Terms shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of Subliy to assert a right or provision under these Terms shall not constitute a waiver of such right or provision.

19.4 Severability

If any provision of these Terms is held by a court or arbitrator of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be modified to the minimum extent necessary to make it valid, legal, and enforceable, and the remaining provisions of these Terms shall continue in full force and effect.

19.5 Assignment

You may not assign or transfer these Terms or any rights or obligations hereunder, in whole or in part, by operation of law or otherwise, without Subliy's prior written consent. Subliy may freely assign or transfer these Terms without restriction. Any attempted assignment in violation of this Section shall be null and void. Subject to the foregoing, these Terms shall bind and inure to the benefit of the parties and their respective successors and assigns.

19.6 Force Majeure

Subliy shall not be liable for any failure or delay in performing its obligations under these Terms to the extent that such failure or delay results from events beyond Subliy's reasonable control, including but not limited to acts of God, natural disasters, pandemics, epidemics, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, earthquakes, power outages, internet or telecommunications failures, cyberattacks, or third-party service provider failures.

19.7 Notices

All notices required or permitted under these Terms shall be in writing and shall be deemed given: (a) when delivered personally; (b) when sent by confirmed email; (c) one (1) business day after deposit with a nationally recognized overnight courier; or (d) three (3) business days after being sent by certified or registered mail, return receipt requested, postage prepaid. Notices to Subliy shall be sent to the contact information set forth in Article 20. Notices to you shall be sent to the email address or mailing address associated with your Account.

19.8 Third-Party Beneficiaries

These Terms do not confer any rights or remedies upon any person or entity other than the parties hereto and their respective successors and permitted assigns, except that the Subliy Indemnitees are intended third-party beneficiaries of Article 13.

19.9 Relationship of the Parties

Nothing in these Terms shall be construed to create any agency, partnership, joint venture, employment, or franchise relationship between you and Subliy. Neither party has the authority to bind the other or incur obligations on behalf of the other, unless expressly authorized in writing.

19.10 Electronic Communications

By using the Platform, you consent to receiving electronic communications from Subliy, including emails, push notifications, in-app messages, and other communications. You agree that all agreements, notices, disclosures, and other communications provided electronically satisfy any legal requirement that such communications be in writing.

19.11 Headings

The headings and article titles in these Terms are for convenience only and shall not affect the interpretation or construction of these Terms.

19.12 Construction

The language of these Terms shall be construed as a whole, according to its fair meaning, and not strictly for or against either party. The word "including" means "including without limitation." References to "Sections" or "Articles" refer to the corresponding sections or articles of these Terms.

19.13 Cumulative Remedies

All rights and remedies provided in these Terms are cumulative and not exclusive, and the exercise of any right or remedy shall not preclude the exercise of any other right or remedy available under these Terms, at law, or in equity.