Terms of Service

1. Agreement to Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you (the "User," "you," or "your") and ReorderFlow ("ReorderFlow," "we," "us," or "our") governing your access to and use of the ReorderFlow website located at reorderflow.io and our inventory automation services (collectively, the "Service").

By accessing or using our Service, you agree to be bound by these Terms and our Privacy Policy. If you do not agree with any part of these Terms, you must not access or use the Service.

We reserve the right to update, change, or replace any part of these Terms at any time. It is your responsibility to check these Terms periodically for changes. Your continued use of the Service after changes are posted constitutes acceptance of those changes.

2. Eligibility

You must be at least 18 years old and have the legal capacity to enter into binding contracts to use our Service. By using the Service, you represent and warrant that:

• You are at least 18 years of age
• You have the authority to enter into this agreement on behalf of yourself or your company
• You will comply with all applicable laws and regulations
• All information you provide is accurate, current, and complete

3. Service Description

ReorderFlow provides automated inventory monitoring and purchase order generation services designed for Shopify merchants. Our Service includes:

• Inventory Monitoring: Automated tracking of inventory levels via Shopify API integration
• Stockout Alerts: Daily or periodic notifications via Slack or email when inventory reaches critical thresholds
• Purchase Order Assistance: Automated generation of purchase order recommendations based on inventory data and sales trends
• Third-Party Integrations: Connections to Shopify, Slack, and email platforms to deliver notifications and facilitate workflow

Important Disclaimer: ReorderFlow provides recommendations and alerts based on automated analysis. You are solely responsible for all final ordering decisions, inventory management, and supplier relationships. We do not guarantee specific business outcomes or inventory optimization results.

4. Account Registration and Security

4.1 Account Creation

To use certain features of the Service, you must create an account. When creating an account, you agree to:

• Provide accurate, complete, and current information
• Maintain and promptly update your account information to keep it accurate and complete
• Maintain the security and confidentiality of your account credentials
• Immediately notify us of any unauthorized use of your account or any other security breach
• Accept responsibility for all activities that occur under your account

4.2 Account Restrictions

You may not:

• Share your account credentials with any third party
• Create multiple accounts for the same business or individual
• Use another user's account without permission
• Create an account using false or misleading information
• Transfer or sell your account to another party

4.3 Account Termination

We reserve the right to suspend or terminate your account at our sole discretion if you violate these Terms, engage in fraudulent activity, or for any other reason we deem necessary to protect the Service or other users.

5. Shopify Integration and Data Access

5.1 Authorization

By connecting your Shopify store to ReorderFlow, you grant us permission to access your Shopify store data via the Shopify API, including:

• Read Access: Inventory levels, product data, SKUs, variants, supplier information, order history, and related metadata
• Write Access (with confirmation): Creation of draft purchase orders in your Shopify admin (only with your explicit approval via the Service interface)

5.2 Data Ownership and Responsibility

You retain all ownership rights to your Shopify store data. ReorderFlow acts as a data processor on your behalf and will use your data solely to provide the Service. You are responsible for:

• Ensuring you have the authority to grant us access to your Shopify store
• Maintaining accurate and up-to-date product and inventory information in Shopify
• Complying with Shopify's Terms of Service and API usage policies
• Any actions you take based on recommendations generated by the Service

5.3 Revocation of Access

You may revoke our access to your Shopify store at any time through your Shopify admin settings. Revoking access will disable the Service, and we will delete your Shopify data in accordance with our Privacy Policy.

6. Acceptable Use Policy

You agree to use the Service only for lawful purposes and in accordance with these Terms. You agree NOT to:

6.1 Prohibited Activities

• Violate any applicable local, state, national, or international law or regulation
• Use the Service for any fraudulent or unlawful purpose
• Interfere with or disrupt the Service, servers, or networks connected to the Service
• Attempt to gain unauthorized access to any portion of the Service or any other systems or networks
• Reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code of the Service
• Use any automated system (bots, scrapers, etc.) to access the Service without our prior written permission
• Transmit any viruses, malware, or other malicious code
• Impersonate any person or entity or falsely state or misrepresent your affiliation
• Collect or store personal information of other users without their consent
• Use the Service in any way that could damage, disable, overburden, or impair our servers or interfere with other users

6.2 Consequences of Violations

Violation of this Acceptable Use Policy may result in immediate suspension or termination of your account, removal of content, legal action, and/or referral to law enforcement authorities.

7. Fees, Payment, and Billing

7.1 Subscription Fees

Access to certain features of the Service requires a paid subscription. Subscription fees and pricing plans will be communicated to you during the onboarding process and confirmed in your service agreement or account dashboard.

All fees are stated in U.S. Dollars (USD) unless otherwise specified. Fees are exclusive of applicable taxes, which you are responsible for paying.

7.2 Billing Cycle and Automatic Renewal

Subscription fees are billed in advance on a monthly or annual basis, depending on your selected plan. Your subscription will automatically renew at the end of each billing period unless you cancel before the renewal date.

By providing payment information, you authorize us to charge the applicable fees to your payment method on each renewal date. You are responsible for keeping your payment information current.

7.3 Payment Methods

We accept payment via major credit cards, debit cards, and other payment methods as indicated on our website. All payments are processed through secure third-party payment processors.

7.4 Late Payment

If your payment fails or your account becomes past due, we may suspend your access to the Service until payment is received. You will be notified of any payment failures and given an opportunity to update your payment information.

7.5 Refunds

Refunds are provided at our sole discretion. Generally:

• Trial Period: If you cancel during any trial period, you will not be charged
• Initial Subscription: We may offer a refund within 14 days of your first payment if you are unsatisfied with the Service
• Renewals: Renewal fees are generally non-refundable; however, we may provide pro-rated refunds in exceptional circumstances at our discretion

To request a refund, contact us at billing@reorderflow.io with your account details and reason for the request.

7.6 Price Changes

We reserve the right to change our subscription fees at any time. We will provide you with at least 30 days' advance notice of any fee increases. If you do not agree to the price change, you may cancel your subscription before the new price takes effect.

8. Intellectual Property Rights

8.1 Our Intellectual Property

The Service, including all software, algorithms, designs, graphics, text, trademarks, logos, and other content (excluding your data), is the exclusive property of ReorderFlow and its licensors and is protected by U.S. and international copyright, trademark, patent, trade secret, and other intellectual property laws.

You are granted a limited, non-exclusive, non-transferable, revocable license to access and use the Service for your internal business purposes in accordance with these Terms. You may not:

• Copy, modify, distribute, sell, or lease any part of the Service
• Reverse engineer or attempt to extract the source code of the Service
• Remove, alter, or obscure any proprietary notices (copyright, trademark, etc.) on the Service
• Use our trademarks, logos, or brand assets without our prior written consent

8.2 Your Data

You retain all ownership rights to the data you provide to the Service, including your Shopify store data, inventory information, and business data. You grant ReorderFlow a limited, non-exclusive, worldwide license to use, process, and store your data solely for the purpose of providing the Service to you.

We will not sell, license, or share your data with third parties except as necessary to provide the Service or as required by law (see our Privacy Policy for details).

8.3 Feedback

If you provide us with feedback, suggestions, or ideas about the Service ("Feedback"), you grant us an unlimited, irrevocable, perpetual, royalty-free license to use, implement, and commercialize such Feedback without any obligation or compensation to you.

9. Warranties and Disclaimers

9.1 Service "As Is"

THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

9.2 No Guarantee of Results

WE DO NOT WARRANT, GUARANTEE, OR REPRESENT THAT:

• The Service will be uninterrupted, secure, error-free, or free of viruses or other harmful components
• The results obtained from using the Service will be accurate, reliable, or meet your expectations
• Any errors or defects in the Service will be corrected
• The Service will prevent stockouts, overstocking, or improve your business performance
• The recommendations generated by the Service will be suitable for your specific business needs

9.3 Third-Party Services

The Service integrates with third-party platforms such as Shopify, Slack, and email providers. We are not responsible for the availability, performance, security, or reliability of these third-party services. Any issues or disruptions caused by third-party services are beyond our control and are subject to the terms and conditions of those third parties.

9.4 Your Responsibility

YOU ACKNOWLEDGE AND AGREE THAT:

• You are solely responsible for all business decisions, including inventory ordering, supplier selection, and purchase order approval
• ReorderFlow provides recommendations and alerts based on automated analysis, which may not account for all relevant business factors
• You should independently verify all recommendations before taking action
• We are not liable for any losses, damages, or adverse outcomes resulting from your reliance on the Service

10. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:

10.1 Exclusion of Damages

IN NO EVENT SHALL REORDERFLOW, ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS, OR AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO:

• Loss of profits, revenue, or business opportunities
• Loss of data or information
• Loss of goodwill or reputation
• Stockouts, overstocking, or inventory management issues
• Costs of procurement of substitute goods or services
• Business interruption or downtime

EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF THE LEGAL THEORY UPON WHICH LIABILITY IS BASED (CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE).

10.2 Cap on Liability

TO THE EXTENT PERMITTED BY LAW, OUR TOTAL AGGREGATE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE SHALL NOT EXCEED THE TOTAL AMOUNT OF FEES ACTUALLY PAID BY YOU TO REORDERFLOW IN THE 12 MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR $100 (ONE HUNDRED U.S. DOLLARS), WHICHEVER IS GREATER.

10.3 Exceptions

Some jurisdictions do not allow the exclusion or limitation of certain warranties or liabilities. In such jurisdictions, the limitations and exclusions in this Section will apply to the maximum extent permitted by applicable law.

11. Indemnification

You agree to indemnify, defend, and hold harmless ReorderFlow and its directors, officers, employees, agents, partners, and affiliates from and against any and all claims, liabilities, damages, losses, costs, expenses, and fees (including reasonable attorneys' fees) arising out of or relating to:

• Your use or misuse of the Service
• Your violation of these Terms or any applicable law or regulation
• Your violation of any rights of any third party, including intellectual property rights, privacy rights, or contractual rights
• Any data or content you submit, post, or transmit through the Service
• Your business decisions, inventory management, or supplier relationships
• Any disputes with other users or third parties

We reserve the right to assume the exclusive defense and control of any matter subject to indemnification by you, in which case you agree to cooperate with our defense of such claim.

12. Termination

12.1 Termination by You

You may cancel your subscription and terminate your account at any time by:

• Logging into your account and following the cancellation process, or
• Contacting us at support@reorderflow.io

Cancellations will take effect at the end of your current billing period. You will retain access to the Service until that time. No refunds will be issued for partial billing periods unless otherwise stated in Section 7.5.

12.2 Termination by Us

We may suspend or terminate your account and access to the Service, with or without notice, if:

• You violate these Terms or our Acceptable Use Policy
• Your payment is overdue (after a reasonable grace period)
• You engage in fraudulent, abusive, or illegal activity
• We are required to do so by law or court order
• We decide to discontinue the Service (with advance notice to active subscribers)

12.3 Effect of Termination

Upon termination of your account:

• Your access to the Service will be immediately revoked
• We will stop processing your data and disconnect integrations
• We will delete or anonymize your data within 30 days, except as required by law or for legitimate business purposes (e.g., accounting, dispute resolution)
• You may request a data export before termination by contacting support@reorderflow.io
• You remain liable for any outstanding fees or obligations

12.4 Survival

Sections 8 (Intellectual Property), 9 (Disclaimers), 10 (Limitation of Liability), 11 (Indemnification), 13 (Dispute Resolution), and 14 (General Provisions) will survive termination of these Terms.

13. Dispute Resolution and Governing Law

13.1 Governing Law

These Terms and any disputes arising out of or related to these Terms or the Service shall be governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to its conflict of law principles.

13.2 Jurisdiction and Venue

You agree that any legal action or proceeding arising out of or relating to these Terms or the Service shall be brought exclusively in the federal or state courts located in Delaware, and you irrevocably consent to the personal jurisdiction and venue of such courts.

13.3 Informal Resolution

Before filing any formal legal claim, you agree to contact us at legal@reorderflow.io to attempt to resolve the dispute informally. We will make a good-faith effort to resolve disputes amicably.

13.4 Class Action Waiver

TO THE EXTENT PERMITTED BY LAW, YOU AND REORDERFLOW AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.

Unless both you and ReorderFlow agree otherwise, the court may not consolidate more than one person's claims and may not otherwise preside over any form of a representative or class proceeding.

13.5 Time Limitation on Claims

You agree that any claim arising out of or related to these Terms or the Service must be filed within one (1) year after such claim arose; otherwise, your claim is permanently barred.

14. General Provisions

14.1 Entire Agreement

These Terms, together with our Privacy Policy and any other agreements or policies referenced herein, constitute the entire agreement between you and ReorderFlow regarding the Service and supersede all prior or contemporaneous understandings and agreements, whether written or oral.

14.2 Amendments

We reserve the right to modify these Terms at any time. We will notify you of material changes by posting the updated Terms on our website with a new "Last updated" date and/or by sending an email to your registered email address.

Your continued use of the Service after the effective date of the updated Terms constitutes your acceptance of the changes. If you do not agree to the updated Terms, you must stop using the Service and cancel your account.

14.3 Severability

If any provision of these Terms is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect. The invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable, or if that is not possible, it shall be severed from these Terms.

14.4 Waiver

No waiver of any provision of these Terms shall be deemed a further or continuing waiver of such provision or any other provision. Our failure to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.

14.5 Assignment

You may not assign, transfer, or delegate these Terms or your rights and obligations hereunder, in whole or in part, without our prior written consent. Any attempted assignment in violation of this provision shall be null and void.

We may freely assign these Terms and our rights and obligations to any third party, including in connection with a merger, acquisition, sale of assets, or by operation of law, without your consent.

14.6 Force Majeure

We shall not be liable for any failure or delay in performing our obligations under these Terms due to causes beyond our reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, pandemics, government actions, labor disputes, internet or telecommunications failures, or third-party service outages.

14.7 Independent Contractors

Nothing in these Terms creates a partnership, joint venture, employment, or agency relationship between you and ReorderFlow. You have no authority to bind ReorderFlow or create any obligation on behalf of ReorderFlow.

14.8 Third-Party Beneficiaries

These Terms do not and are not intended to confer any rights or remedies upon any person or entity other than you and ReorderFlow.

14.9 Notices

All notices to you under these Terms may be delivered via email to the address you provided during registration, or by posting on our website. Notices to us should be sent to:

ReorderFlow
Email: legal@reorderflow.io

14.10 Export Controls

You agree to comply with all applicable export and import control laws and regulations. You represent and warrant that you are not located in, under the control of, or a national or resident of any country to which the United States has embargoed goods or services.

14.11 Language

These Terms are drafted in English. Any translations are provided for convenience only. In the event of any conflict between the English version and a translated version, the English version shall prevail.

15. Contact Information

If you have any questions, concerns, or feedback regarding these Terms or the Service, please contact us: