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Terms of Service

Last updated: August 21, 2025

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1. Acceptance of Terms

By accessing or using OrderNimbus's AI-powered sales forecasting platform ("Service"), you agree to be bound by these Terms of Service ("Terms"). If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to these Terms.

Last Modified: August 21, 2025

Effective Date: These Terms are effective upon your acceptance.

2. Service Description

Platform Overview

OrderNimbus provides an enterprise-grade, AI-powered sales forecasting and inventory optimization platform designed for retail businesses. Our Service includes:

  • AI-driven sales forecasting with 94%+ accuracy
  • Real-time inventory optimization recommendations
  • E-commerce platform integrations (Shopify, Amazon, etc.)
  • Advanced analytics and reporting dashboard
  • API access for custom integrations
  • Enterprise security and compliance features

Service Levels

  • Starter: Basic forecasting for small businesses
  • Professional: Advanced features for growing companies
  • Enterprise: Full-featured platform with dedicated support
  • Custom: Tailored solutions for large organizations

3. Eligibility and Registration

Eligibility Requirements

  • You must be at least 18 years old
  • You must have legal authority to enter contracts
  • Your use must comply with applicable laws and regulations
  • You must provide accurate and complete information

Business Use Only

OrderNimbus is designed for business use only. Personal or non-commercial use is not permitted under these Terms.

Geographic Restrictions

The Service is available in select countries. We reserve the right to restrict access based on geographic location, legal requirements, or business considerations.

4. Account Management

Account Security

  • You are responsible for maintaining the confidentiality of your account credentials
  • You must notify us immediately of any unauthorized access
  • We recommend enabling two-factor authentication
  • You are liable for all activities under your account

Account Information

  • Provide accurate, current, and complete information
  • Update information promptly when changes occur
  • Maintain valid contact and billing information
  • Designate authorized users within your organization

User Management

  • Account owners may add, remove, and manage user access
  • Each user must comply with these Terms
  • You are responsible for your users' actions
  • User access may be limited based on subscription tier

5. Acceptable Use Policy

Permitted Uses

  • Generate sales forecasts for your business operations
  • Analyze inventory and demand patterns
  • Integrate with your existing business systems
  • Share results within your organization

Prohibited Uses

You may NOT:

  • Violate any applicable laws or regulations
  • Infringe on intellectual property rights
  • Attempt to reverse engineer or hack the platform
  • Use the Service to compete with OrderNimbus
  • Share access credentials with unauthorized parties
  • Upload malicious code, viruses, or harmful content
  • Exceed rate limits or abuse system resources
  • Use the Service for illegal or fraudulent activities

Data Quality Requirements

  • Provide accurate and representative sales data
  • Ensure data is legally obtained and owned
  • Do not upload personally identifiable customer information
  • Maintain appropriate data security measures

6. Billing and Payment Terms

Subscription Plans

  • Free Trial: 14-day trial with full feature access
  • Monthly Billing: Charged monthly in advance
  • Annual Billing: Charged annually with discount
  • Enterprise: Custom pricing and terms

Payment Terms

  • Payment is due immediately upon subscription activation
  • All fees are non-refundable except as required by law
  • Prices are subject to change with 30 days' notice
  • Taxes are your responsibility unless otherwise stated

Failed Payments

  • Service may be suspended for overdue payments
  • Account may be terminated after 30 days of non-payment
  • You remain liable for all unpaid amounts
  • Data may be deleted after account termination

Refund Policy

  • No refunds for monthly subscriptions
  • Annual subscriptions: Pro-rated refunds within 30 days
  • Enterprise agreements: As specified in contract
  • Service credits for documented downtime exceeding SLA

7. Data Ownership and Privacy

Your Data Ownership

  • You retain all rights to your business data
  • You grant us license to process data for service delivery
  • We may use aggregated, anonymized data for improvements
  • You can export your data at any time

Data Processing

  • We process data solely to provide forecasting services
  • AI models are trained on aggregated, anonymized datasets
  • Individual customer data is never shared or sold
  • Data processing complies with GDPR, CCPA, and other laws

Data Security

  • Enterprise-grade security measures (SOC 2 Type II)
  • Encryption at rest and in transit
  • Regular security audits and penetration testing
  • Incident response and breach notification procedures

8. Intellectual Property

OrderNimbus IP

  • We own all rights to the OrderNimbus platform and technology
  • Our AI models, algorithms, and software are proprietary
  • You receive a limited license to use the Service
  • No rights are granted beyond those explicitly stated

Customer IP

  • You retain ownership of your business data and content
  • You grant us license to use data for service provision
  • Custom integrations remain your property
  • Feedback and suggestions may be used by OrderNimbus

Third-Party IP

  • The Service may include third-party components
  • Third-party terms may apply to specific integrations
  • You must respect all third-party intellectual property rights

9. Service Availability and Performance

Service Level Agreement (SLA)

  • Uptime Target: 99.9% monthly uptime
  • Response Time: API responses under 500ms average
  • Support Response: Business hours for non-enterprise
  • Enterprise SLA: 99.95% uptime with 24/7 support

Scheduled Maintenance

  • We may perform maintenance during off-peak hours
  • Advance notice will be provided for planned downtime
  • Emergency maintenance may occur without notice
  • Service credits available for SLA breaches

Force Majeure

We are not liable for service interruptions due to circumstances beyond our reasonable control, including natural disasters, government actions, or third-party infrastructure failures.

10. Disclaimers and Limitation of Liability

Service Disclaimers

  • The Service is provided "as is" without warranties
  • Forecasts are predictions, not guarantees
  • Results may vary based on data quality and market conditions
  • We disclaim all warranties, express or implied

Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

  • Our total liability is limited to amounts paid in the preceding 12 months
  • We are not liable for indirect, incidental, or consequential damages
  • Business decisions based on forecasts are your responsibility
  • Some jurisdictions may not allow these limitations

Indemnification

You agree to indemnify OrderNimbus against claims arising from:

  • Your use of the Service
  • Violation of these Terms
  • Infringement of third-party rights
  • Your data or content

11. Termination

Termination by You

  • Cancel subscription anytime through your account settings
  • Service continues until end of current billing period
  • Data export available for 30 days after cancellation
  • No refunds for unused portions of subscription

Termination by OrderNimbus

We may terminate your account for:

  • Violation of these Terms
  • Non-payment of fees
  • Fraudulent or illegal activity
  • Prolonged inactivity

Effect of Termination

  • Access to the Service ceases immediately
  • Data may be deleted after 30-day grace period
  • Outstanding payments remain due
  • Survival clauses continue to apply

12. Legal and Dispute Resolution

Governing Law

These Terms are governed by the laws of [State/Country], without regard to conflict of law principles.

Dispute Resolution

  • Informal Resolution: Contact us first to resolve disputes
  • Binding Arbitration: Disputes resolved through arbitration
  • Class Action Waiver: No class or representative actions
  • Jurisdiction: Courts of [Location] for non-arbitrable claims

Enterprise Agreements

Large enterprise customers may negotiate separate terms that supersede portions of these Terms.

13. General Provisions

Updates to Terms

  • We may update these Terms periodically
  • Material changes require 30 days' advance notice
  • Continued use constitutes acceptance of new Terms
  • Enterprise customers may require contract amendments

Entire Agreement

These Terms, together with our Privacy Policy and any applicable enterprise agreements, constitute the entire agreement between us.

Severability

If any provision is found unenforceable, the remainder of these Terms remains in effect.

Assignment

You may not assign these Terms without our consent. We may assign our rights and obligations without restriction.

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