Terms of Service

📋 Acceptance of Terms

By installing, accessing, or using VendorHub, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service. If you do not agree to these Terms, you must not install or use the Service.

We reserve the right to modify these Terms at any time. Continued use of the Service after any such changes constitutes your acceptance of the new Terms.

🔧 Description of Service

VendorHub is a Shopify application that provides vendor order management functionality, including but not limited to:

• Automated vendor notifications for new orders
• Vendor response tracking and management
• Order fulfillment automation
• Vendor dashboard and reporting
• Product import and competitor monitoring tools

⚖️ Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU EXPRESSLY UNDERSTAND AND AGREE THAT:

• NO LIABILITY FOR DAMAGES: Torpedo Solutions Inc., its parent companies, subsidiaries, affiliates, directors, officers, employees, partners, agents, suppliers, licensors, and contractors (collectively, "Released Parties") shall have NO LIABILITY WHATSOEVER for any direct, indirect, incidental, special, consequential, punitive, or exemplary damages, including but not limited to damages for loss of profits, revenue, goodwill, use, data, business opportunities, or other intangible losses, regardless of whether such damages were foreseeable or whether the Released Parties were advised of the possibility of such damages.
• ABSOLUTE LIABILITY CAP: Notwithstanding anything to the contrary, the Released Parties' total cumulative liability to you for any and all claims arising out of or relating to these Terms, the Service, or your use thereof, whether in contract, tort (including negligence), strict liability, or any other legal theory, shall be limited to ONE US DOLLAR ($1.00 USD).
• NO LIABILITY FOR SPECIFIC SCENARIOS: Without limiting the generality of the foregoing, the Released Parties shall have absolutely no liability for any damages, losses, costs, expenses, claims, or liabilities of any kind arising from or related to:
  • Unauthorized access to, breach of, or alteration of your data, transmissions, or systems
  • Any security incidents, hacking, cyberattacks, data breaches, or unauthorized disclosures
  • Any bugs, viruses, trojans, malware, or malicious code
  • Errors, inaccuracies, omissions, or defects in any content or functionality
  • Actions, omissions, or conduct of any third parties, including vendors, suppliers, customers, or other merchants
  • Service interruptions, delays, downtime, or unavailability, whether scheduled or unscheduled
  • Incorrect, delayed, or failed order fulfillment, including orders auto-fulfilled by the Service
  • Data synchronization errors, mismatches, or inconsistencies between Shopify and VendorHub
  • Database corruption, data loss, or data integrity issues
  • Notifications (email, WhatsApp, or otherwise) that are delayed, undelivered, or incorrectly sent
  • Vendor communications, responses, or failures to respond
  • Pricing errors, inventory discrepancies, or product information inaccuracies
  • Any automated actions taken by the Service, including but not limited to auto-fulfillment and automated notifications
  • Third-party service failures, including Shopify API, email providers, WhatsApp, or hosting services
  • Your reliance on any information or functionality provided by the Service
  • Any disputes between you and your vendors, customers, or other third parties
  • Regulatory fines, penalties, or legal actions against you
  • Damage to your reputation, brand, or customer relationships

🚫 Disclaimer of Warranties

THE SERVICE IS PROVIDED STRICTLY ON AN "AS IS", "AS AVAILABLE", AND "WITH ALL FAULTS" BASIS. YOU USE THE SERVICE ENTIRELY AT YOUR OWN RISK.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE RELEASED PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, whether express, implied, statutory, or otherwise, including but not limited to:

• All implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, and any warranties arising from course of dealing, usage, or trade practice
• All warranties regarding security, reliability, timeliness, quality, suitability, accuracy, availability, or performance of the Service
• All warranties that the Service will meet your requirements, expectations, or any specific purpose
• All warranties that the Service will be uninterrupted, timely, secure, error-free, virus-free, or free of harmful components
• All warranties regarding accuracy, completeness, reliability, or currentness of any data, content, or information obtained through the Service
• All warranties that defects will be corrected or that the Service will be maintained, updated, or improved
• All warranties regarding the results that may be obtained from the use of the Service
• All warranties regarding the compatibility of the Service with any third-party services, software, or hardware

YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT:

• Your use of the Service is entirely at your sole risk
• You assume full responsibility for all consequences arising from your use of the Service
• Any material downloaded, obtained, or accessed through the Service is done at your own discretion and risk
• You are solely responsible for any damage to your computer systems, data, Shopify store, business operations, customer relationships, or any other harm that results from such use
• No advice, information, or statement obtained from the Released Parties or through the Service, whether oral or written, shall create any warranty not expressly stated in these Terms
• The Service may contain bugs, errors, and defects, and may cause unintended consequences including but not limited to incorrect order processing, data loss, or business disruption
• You have conducted your own independent evaluation of the Service and are not relying on any representation or warranty from the Released Parties

🛡️ Indemnification

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, you agree to fully and completely defend, indemnify, and hold harmless the Released Parties from and against any and all claims, actions, suits, proceedings, demands, damages, losses, costs, liabilities, judgments, settlements, penalties, fines, and expenses of any kind (including reasonable attorneys' fees, expert fees, and other litigation costs), arising out of or in any way related to:

• Your use or misuse of the Service, including any data, content, or information transmitted, received, stored, or processed through the Service
• Any actions taken by the Service on your behalf, including automated order fulfillment, vendor notifications, or any other automated features
• Your violation of these Terms, including any breach of your representations, warranties, or obligations
• Your violation of any third-party rights, including privacy rights, intellectual property rights, publicity rights, contractual rights, or any other legal rights
• Your violation of any applicable laws, statutes, ordinances, rules, regulations, codes, or governmental orders
• Any content you submit, post, transmit, or make available through the Service
• Your interactions with vendors, suppliers, customers, or any other third parties, whether or not facilitated through the Service
• Any claims by your vendors, customers, employees, or any other parties related to the Service or its use
• Any unauthorized access to your account, data, or systems, regardless of cause
• Actions or omissions by your employees, agents, contractors, or any other persons using the Service under your account
• Any data breach, security incident, or privacy violation affecting you, your vendors, or your customers
• Your business operations, decisions, or practices, including those informed by or conducted through the Service
• Any allegation that your use of the Service infringes, misappropriates, or violates any third-party rights
• Any regulatory investigation, audit, or enforcement action related to your use of the Service

This indemnification obligation shall survive the termination of these Terms and your use of the Service.

We reserve the right, at your sole expense, to assume the exclusive defense and control of any matter subject to indemnification by you. You agree to cooperate fully with our defense of any such claims, and you shall not settle any claim without our prior written consent.

🌪️ Force Majeure

We shall not be liable for any failure, delay, interruption, or degradation in performing our obligations under these Terms, or for any damages, losses, or consequences arising therefrom, where such failure, delay, interruption, or degradation results from circumstances beyond our reasonable control ("Force Majeure Event"), including but not limited to:

• Acts of God, natural disasters, earthquakes, tsunamis, volcanic eruptions, floods, hurricanes, tornadoes, fires, lightning, or any severe weather conditions
• Epidemics, pandemics, quarantines, public health emergencies, or disease outbreaks
• War (declared or undeclared), terrorism, sabotage, civil unrest, riots, insurrection, revolution, or armed conflict
• Government actions, laws, regulations, orders, embargoes, sanctions, seizures, or any regulatory changes
• Labor disputes, strikes, lockouts, slowdowns, or work stoppages
• Failure, unavailability, or degradation of third-party services, including but not limited to Shopify, Shopify API, AWS, cloud providers, CDNs, email services (SendGrid, etc.), WhatsApp, payment processors, or DNS providers
• Cyberattacks, hacking, ransomware, distributed denial of service (DDoS) attacks, malware, or any other malicious interference or security incidents
• Power outages, electrical failures, telecommunications failures, internet service disruptions, or infrastructure failures
• Shortages of materials, equipment, supplies, personnel, or other resources
• Transportation disruptions, supply chain issues, or logistical failures
• Any event or circumstance that is beyond our reasonable control and could not have been reasonably foreseen or prevented

In the event of a Force Majeure Event:

• Our obligations under these Terms shall be immediately suspended without liability for the duration of the Force Majeure Event
• We shall have no obligation to maintain, restore, or provide the Service during such event
• We shall have no obligation to provide notice, refunds, credits, or compensation of any kind
• You release us from any and all claims arising from or related to the Force Majeure Event
• We may, in our sole discretion, terminate the Service or these Terms at any time during or after a Force Majeure Event

⚡ Assumption of Risk

YOU EXPRESSLY ACKNOWLEDGE AND ASSUME ALL RISKS associated with the use of the Service, including but not limited to:

• Operational Risks: The Service may malfunction, cause incorrect order processing, send erroneous notifications, auto-fulfill orders incorrectly, or otherwise fail to perform as expected. You assume full responsibility for all consequences.
• Security Risks: No system is completely secure. The Service may be subject to hacking, data breaches, unauthorized access, or other security incidents. You assume all risks associated with storing and transmitting data through the Service.
• Third-Party Risks: The Service depends on third parties including Shopify, hosting providers, and communication services. Failures of these services may affect the Service's operation. You assume all risks associated with such dependencies.
• Business Risks: Using the Service may result in business losses, customer complaints, vendor disputes, regulatory issues, or reputational harm. You assume all risks associated with such business impacts.
• Data Risks: Data may be lost, corrupted, or incorrectly synchronized. You are solely responsible for maintaining backups and verifying data accuracy.

By using the Service, you represent that you have evaluated these risks and have determined that the benefits of using the Service outweigh the potential harms. You agree not to hold the Released Parties responsible for any negative consequences arising from your decision to use the Service.

📜 Release of Claims

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, you hereby irrevocably and unconditionally release, waive, and forever discharge the Released Parties from any and all claims, demands, actions, causes of action, suits, damages, losses, liabilities, costs, and expenses of any kind, whether known or unknown, suspected or unsuspected, disclosed or undisclosed, that you have, have had, or may have against the Released Parties arising out of or in any way related to:

• The Service and its operation, features, or functionality
• Any actions taken by the Service, including automated actions
• Any data processed, stored, or transmitted through the Service
• Any communications sent through or by the Service
• Any errors, omissions, interruptions, or failures of the Service
• Your interactions with vendors, customers, or other third parties
• Any damages, losses, or harm you may suffer in connection with the Service

CALIFORNIA RESIDENTS: You hereby waive California Civil Code Section 1542, which states: "A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party." You waive any similar provision under the laws of any other jurisdiction.

🔒 Data Security

While we implement reasonable security measures to protect your data:

• No method of electronic storage or transmission is 100% secure
• We cannot guarantee absolute security of your data
• You acknowledge and accept the inherent security risks of using internet-based services
• You are responsible for maintaining the confidentiality of your account credentials

In the event of a data breach, we will:

• Notify affected users as required by applicable law
• Take reasonable steps to mitigate the impact of the breach
• Cooperate with any investigation by relevant authorities

🔗 Third-Party Services

The Service integrates with and depends on third-party services, including:

• Shopify and the Shopify API
• Email delivery services
• WhatsApp Business API (if enabled)
• Cloud hosting and database providers

We are not responsible for the availability, accuracy, or reliability of these third-party services. Your use of such services is subject to their respective terms and conditions.

⚡ Termination

Either party may terminate this agreement at any time:

• You may uninstall the App from your Shopify store at any time
• We may suspend or terminate your access to the Service for any reason, with or without notice
• Upon termination, your right to use the Service immediately ceases
• Sections regarding Limitation of Liability, Disclaimer of Warranties, Indemnification, and Governing Law shall survive termination

🏛️ Governing Law & Dispute Resolution

These Terms shall be governed by and construed in accordance with the laws of [YOUR JURISDICTION], without regard to its conflict of law provisions.

Any disputes arising out of or relating to these Terms or the Service shall be resolved through:

• Informal Resolution: The parties agree to first attempt to resolve any dispute informally by contacting us
• Binding Arbitration: If informal resolution fails, disputes shall be resolved through binding arbitration in accordance with the rules of [ARBITRATION BODY]
• Class Action Waiver: You agree to resolve disputes with us on an individual basis and waive any right to participate in a class action lawsuit or class-wide arbitration

📝 General Provisions

• Entire Agreement: These Terms constitute the entire agreement between you and Torpedo Solutions Inc. regarding the Service
• Severability: If any provision is found unenforceable, the remaining provisions shall continue in effect
• Waiver: Our failure to enforce any right or provision shall not constitute a waiver of such right or provision
• Assignment: You may not assign or transfer these Terms without our prior written consent