Panther & Cub Customer Terms
Effective date: August 23, 2026 Version: 1.0
These Customer Terms (the “Terms”) form an agreement between Panther & Cub LLC, a Michigan limited liability company (“Panther & Cub,” “Provider,” “we,” “us,” or “our”), and the business purchasing services for business purposes (“Customer,” “you,” or “your”).
The person accepting these Terms for an organization represents that they have authority to bind that organization. If that person does not have authority, they must not accept these Terms or purchase the services.
1. Agreement and applicable documents
These Terms apply to each service purchased through a checkout, order, proposal, statement of work, invoice, subscription, or similar purchasing document (each, an “Order”). An Order may identify additional terms for a particular service (“Service Terms”). The current Service Terms are listed in our Legal Center.
Customer accepts the applicable agreement by signing an Order, accepting it electronically, checking a terms-acceptance box, completing checkout after being presented with the applicable terms, or otherwise expressly agreeing to it.
The agreement for an Order consists only of the following documents, to the extent applicable:
- A separately signed agreement or amendment.
- The Order.
- The Data Processing Addendum for Customer Personal Data only.
- The Service Terms identified for the purchased service.
- These Terms.
- The Acceptable Use Policy and service documentation expressly incorporated by an Order or the applicable Service Terms.
If those documents conflict, the document appearing earlier in the list controls to the extent of the conflict.
2. Services
We will provide the services described in the Order (the “Services”) with commercially reasonable care and skill. Dates and timelines are estimates unless the Order expressly describes them as fixed.
We may use employees, contractors, and third-party providers to perform the Services. We remain responsible for our obligations under the agreement, subject to its exclusions and limitations.
Any service, deliverable, revision, support level, response time, or other obligation not stated in the applicable agreement is outside scope.
3. Customer responsibilities
Customer will provide accurate and timely instructions, content, access, credentials, approvals, decisions, and other cooperation reasonably required to perform the Services. Customer is responsible for delays, additional costs, or defects caused by missing, late, inaccurate, or incomplete Customer inputs.
Customer will:
- Designate an authorized contact for instructions and approvals.
- Obtain all rights and permissions required for materials supplied to us.
- Review deliverables and requests for approval within the time stated in the Order or, if none is stated, within a reasonable time.
- Maintain appropriate copies of important data unless backup obligations are expressly included in the applicable Service Terms.
- Use the Services lawfully and comply with applicable third-party terms.
We may rely on instructions from Customer’s designated contacts and from persons who reasonably appear authorized through Customer’s accounts or communication channels.
4. Fees, billing, and taxes
Customer will pay the fees, currency, billing schedule, and payment method stated in the Order. Unless the Order states otherwise, recurring fees are billed in advance and automatically renew for the stated billing period until canceled in accordance with the applicable agreement.
Customer authorises us and our payment provider to charge the payment method supplied for amounts due under the Order. Customer must keep its billing and contact information current.
Except where the Order expressly states otherwise or law requires a refund, deposits, setup fees, completed work, reserved capacity, prepaid periods, and non-cancellable commitments are non-refundable. Customer may not withhold, offset, or reduce payment because of an unrelated claim.
An overdue amount may accrue interest at the lesser of 1.5% per month or the maximum lawful rate. Customer will reimburse reasonable collection costs, including legal fees, incurred to collect an undisputed overdue amount. Customer must raise a good-faith billing dispute before the payment due date or, for an automatic charge, within 10 days after the charge. A chargeback does not cancel Customer’s payment obligation for properly supplied Services.
Fees are exclusive of applicable taxes unless the Order says they are included. Customer is responsible for applicable sales, use, goods and services, value-added, withholding, or similar taxes, excluding taxes based on our net income. If Customer is legally required to withhold an amount, Customer will provide appropriate documentation and cooperate in applying any available exemption or reduction.
We may suspend affected Services for overdue amounts after reasonable notice. Customer remains responsible for undisputed fees incurred before suspension or termination.
5. Changes and additional work
Either party may request a change to an Order. A requested change is binding only when the parties approve its scope, fees, and timing in writing or through an authorized electronic workflow.
Work outside scope may be quoted or billed separately after Customer approval. We may take proportionate emergency action without advance approval when reasonably necessary to contain an active security incident, prevent additional data loss, or protect the Services. We will notify Customer as soon as reasonably practicable and explain any separately billable work.
6. Third-party services
The Services may depend on products or services supplied by third parties. Customer’s use of third-party services may be governed by separate provider terms and fees.
Unless an Order expressly states otherwise, we are not responsible for a third party’s availability, security, performance, pricing changes, service changes, discontinuation, or acts outside our reasonable control. We will provide reasonable assistance with diagnosing or escalating third-party issues when included in scope. Additional assistance may be billed separately with Customer approval.
7. Customer materials and intellectual property
Customer retains ownership of content, data, trademarks, and other materials Customer supplies (“Customer Materials”). Customer grants us a non-exclusive, worldwide, royalty-free license to use, reproduce, modify, host, transmit, and display Customer Materials only as reasonably necessary to provide the Services and exercise our rights under the agreement.
Customer represents that it has all rights and permissions necessary for our permitted use of Customer Materials.
We and our licensors retain ownership of our pre-existing and generally reusable tools, code, templates, methods, processes, know-how, configurations, documentation, and other materials (“Provider Materials”). Unless an Order expressly transfers ownership, no ownership in Provider Materials is transferred to Customer.
Ownership and license rights in custom deliverables are determined by the applicable Order. If the Order does not address them, then after full payment Customer receives a perpetual, non-exclusive, worldwide license to use deliverables created specifically for Customer for Customer’s internal business and intended commercial purpose. That license does not transfer ownership of Provider Materials or third-party materials incorporated into a deliverable.
8. Confidentiality
Each party may receive non-public information that the other party identifies as confidential or that reasonably should be understood to be confidential (“Confidential Information”). Each party will:
- Use the other party’s Confidential Information only to perform or receive the Services.
- Protect it using at least reasonable care.
- Disclose it only to personnel, professional advisers, and contractors who need it and are subject to appropriate confidentiality obligations.
Confidential Information does not include information that the receiving party can demonstrate was already lawfully known, becomes public through no breach, is received lawfully from another source without a confidentiality duty, or is independently developed without use of the other party’s Confidential Information.
A party may disclose Confidential Information when required by law, provided it gives advance notice when legally permitted and reasonably cooperates with efforts to limit the disclosure.
9. Data protection and security
Each party will comply with data-protection laws applicable to its role under the agreement. The Data Processing Addendum applies when we process Customer Personal Data on Customer’s behalf.
Customer is responsible for determining whether the Services are suitable for the categories of data Customer supplies and for disclosing any special security, residency, regulatory, or retention requirements before the Services begin.
We will use reasonable administrative and technical safeguards appropriate to the nature of the Services. No internet-connected system is completely secure, and we do not guarantee that unauthorized access, malware, data loss, or other security incidents can never occur.
10. Acceptable use
Customer must comply with the Acceptable Use Policy and must not use, or permit anyone to use, the Services to:
- Violate applicable law or another person’s rights.
- Distribute malware, conduct phishing, facilitate fraud, or send unlawful unsolicited communications.
- Probe, scan, or test systems without authorization.
- Interfere with the Services, another customer, or a third-party provider.
- Circumvent access controls, security measures, or documented resource limits.
We may refuse an instruction or suspend affected Services when reasonably necessary to address unlawful activity, a material security risk, harm to another customer, or a material breach. We will limit the action to what is reasonably necessary and restore the Services when the issue is resolved.
11. Warranties and disclaimers
Each party warrants that it has authority to enter into the agreement.
We warrant that we will perform the Services with commercially reasonable care and skill. Customer’s exclusive contractual remedy for breach of this warranty is re-performance of the affected Services where reasonably possible or, if re-performance is not reasonably possible, a refund of fees paid for the materially non-conforming portion.
Except for the express warranties in the agreement and to the fullest extent permitted by law, the Services and deliverables are provided “as is” and “as available.” We disclaim implied warranties of merchantability, fitness for a particular purpose, noninfringement, uninterrupted availability, and error-free operation.
We do not guarantee a particular business outcome, revenue, ranking, conversion rate, advertising result, savings, performance improvement, or complete prevention of interruptions, security incidents, or data loss.
Unless an Order expressly includes that work, we do not provide legal, tax, accounting, employment, investment, insurance, penetration-testing, certification, or regulatory-compliance advice, and we do not warrant that a Service or deliverable makes Customer compliant with any law or industry standard.
Nothing in the agreement excludes, restricts, or modifies a warranty, right, or remedy that cannot lawfully be excluded, restricted, or modified.
12. Limitation of liability
To the fullest extent permitted by law, neither party will be liable to the other for indirect, incidental, special, exemplary, punitive, or consequential damages, including lost profits, lost revenue, loss of goodwill, loss of anticipated savings, or interruption of business, even if advised that those damages were possible.
To the fullest extent permitted by law, our total aggregate liability arising out of or relating to an Order will not exceed the greater of:
- The fees Customer paid under the affected Order during the 12 months immediately preceding the event giving rise to the claim; or
- $500 USD.
This limitation applies regardless of whether a claim is based on contract, negligence, tort, strict liability, or another theory.
The limitations do not apply to liability that cannot legally be excluded or limited, or to a party’s fraud, wilful misconduct, or gross negligence where applicable law prohibits limitation.
The parties acknowledge that the fees reflect this allocation of risk and that we would charge materially higher fees without these limitations.
13. Indemnification for Customer materials and misuse
Customer will defend and indemnify us against third-party claims arising from Customer Materials, Customer’s unlawful use of the Services, Customer’s infringement of third-party rights, or Customer’s material violation of the acceptable-use obligations, except to the extent the claim was caused by our own wrongful conduct.
We will promptly notify Customer of such a claim and provide reasonable cooperation. Customer may not settle a claim in a manner that admits wrongdoing by us or imposes obligations on us without our written consent.
14. Term, cancellation, and termination
These Terms apply while an Order remains in effect. Cancellation rights and notice periods are stated in the Order or applicable Service Terms.
Either party may terminate an affected Order for a material breach if the breaching party does not cure the breach within 14 days after receiving written notice describing it. A party may terminate immediately if the other party becomes insolvent, ceases business, engages in unlawful use that cannot reasonably be cured, or creates a continuing material security risk.
On termination:
- Customer will pay undisputed fees incurred through the effective termination date.
- Each party will return or securely destroy the other party’s Confidential Information on reasonable request, subject to legal retention duties and routine backup cycles.
- Transition, migration, conversion, or custom export work is separately billable unless included in the Order or applicable Service Terms.
- Rights and obligations that by their nature should survive will survive, including payment, confidentiality, intellectual property, disclaimers, liability limitations, indemnification, disputes, and general provisions.
15. Events outside reasonable control
Neither party is liable for delay or failure caused by circumstances outside its reasonable control, including widespread internet or cloud-provider failures, natural disasters, war, civil disorder, government action, labor disputes, utility failures, cyberattacks that could not reasonably have been prevented, or failure of critical third-party infrastructure.
The affected party will use reasonable efforts to reduce the effect of the event and resume performance. This section does not excuse Customer’s obligation to pay fees already incurred.
16. Disputes and governing law
Before filing a formal claim, the parties will attempt in good faith to resolve the dispute through written notice describing the issue and requested resolution. Each party will allow the other at least 30 days to respond before beginning formal proceedings, unless emergency relief is reasonably necessary.
The agreement is governed by the laws of the State of Michigan, without regard to conflict-of-law principles. Any action arising from the agreement must be brought in the state or federal courts located in Michigan, and each party consents to their personal jurisdiction. The applicable Order may identify a more specific exclusive venue within Michigan.
To the fullest extent permitted by law, each party knowingly and voluntarily waives trial by jury in an action arising out of or relating to the agreement. To the fullest extent permitted by law, a claim must be filed within one year after the claimant knew or reasonably should have known of the facts giving rise to it, or it is permanently barred. This period does not shorten a statutory period that cannot lawfully be shortened.
17. General provisions
The applicable agreement is the complete agreement concerning its subject matter and replaces prior or contemporaneous discussions and representations about that subject matter. Customer acknowledges that it has not relied on a statement not included in the applicable agreement, except that nothing limits liability for fraud or a right that cannot lawfully be limited.
We may update these Terms, Service Terms, or policies prospectively by giving reasonable notice. A material change applies beginning with the next renewal after notice and does not retroactively govern an existing dispute. Changes to an Order require agreement by both parties unless the Order expressly provides a lawful adjustment mechanism.
Neither party may assign the agreement without the other party’s consent, except in connection with a merger, reorganisation, or sale of substantially all relevant business assets, provided the assignee assumes the assigning party’s obligations.
The parties are independent contractors. The agreement does not create a partnership, joint venture, employment, fiduciary, or agency relationship. No third party has a right to enforce it.
A failure to enforce a provision is not a waiver. If a provision is unenforceable, it will be modified only to the minimum extent necessary, and the remaining provisions will continue in effect. Headings are for convenience and do not affect interpretation. Words such as “including” are illustrative and not limiting.
Notices concerning cancellation, breach, security incidents, or legal claims must be sent to:
Provider: [email protected] Customer: The billing or administrative email associated with the Order.
Email notice is effective when received. Each party is responsible for keeping its notice address current.
18. Electronic acceptance
By checking a terms-acceptance box and completing checkout, electronically accepting an Order, or signing an agreement, Customer confirms that it has reviewed and agrees to the applicable agreement and that the person accepting it is authorized to bind Customer.
Electronic acceptance and records have the same effect as signed paper copies to the extent permitted by law.