Terms of Service

• You must be at least 18 years of age to use the Service
• You must have the legal authority to bind the business entity on whose behalf you are using the Service
• Your use of the Service must comply with all applicable local, state, national, and international laws and regulations

If you are using the Service on behalf of a business, organization, or other entity, you represent and warrant that you have the authority to bind that entity to these Terms. In such cases, “you” and “your” refer to that entity.

The Service provides tools for:

• Synchronizing inventory levels across connected marketplace channels
• Tracking inventory across multiple warehouse and fulfillment locations
• Managing a centralized product catalog with cross-channel SKU mapping
• Creating and managing purchase orders and supplier relationships
• Defining product assembly components and manufacturing workflows
• Monitoring sales velocity and generating reorder recommendations
• Configuring inventory protection and competitive intelligence safeguards

We continuously improve the Service and may add, modify, or discontinue features at our discretion. We will provide reasonable notice for material changes that affect your use of the Service.

• Accounts are created through Shopify OAuth authentication when you install the Carpe Inventory IQ app from the Shopify App Store
• You must provide accurate and complete information during the installation process
• One account is permitted per Shopify store

• You are responsible for maintaining the security of your Shopify account, which controls access to Carpe Inventory IQ
• You must immediately notify us of any unauthorized access to or use of your account
• We are not liable for any loss or damage arising from your failure to maintain the security of your account credentials

You agree to keep your account information accurate and up to date. We may use the email address associated with your Shopify account to send you service-related communications.

• We access your Shopify store data via the official Shopify Admin API under your authorization
• You must comply with Shopify’s Terms of Service and Partner Program Agreement
• You authorize us to read and write product, inventory, and order data on your behalf

• We access your product, inventory, and order data via the Amazon SP-API under your authorization
• You must comply with Amazon’s Selling Partner Agreement and applicable policies
• You are responsible for maintaining valid Amazon seller credentials and permissions

• We access your product, inventory, and order data via the Walmart Marketplace API under your authorization
• You must comply with Walmart’s Marketplace Developer Agreement and API Terms of Use
• You are responsible for maintaining valid Walmart API credentials and permissions

• We are not responsible for the availability, accuracy, or reliability of third-party marketplace APIs
• Changes to marketplace APIs, policies, or terms are beyond our control and may affect Service functionality
• Marketplace outages, rate limits, or service interruptions do not constitute a breach of these Terms by us
• You are solely responsible for compliance with each marketplace’s terms, policies, and seller requirements

You may use the Service solely for its intended purpose of managing inventory across your authorized marketplace accounts in accordance with these Terms and all applicable laws.

You agree not to:

• Use the Service for any illegal, unauthorized, or fraudulent purpose
• Attempt to reverse engineer, decompile, disassemble, or otherwise derive the source code of the Service
• Scrape, crawl, or use automated means to extract data from the Service beyond authorized API usage
• Circumvent, disable, or interfere with security features of the Service
• Interfere with or disrupt the integrity or performance of the Service or its infrastructure
• Transmit any viruses, malware, or other malicious code through the Service
• Use the Service to infringe on the intellectual property rights of any third party
• Resell, sublicense, or provide the Service to third parties without our express written consent
• Use the Service to send unsolicited communications or spam
• Impersonate any person or entity, or falsely state or misrepresent your affiliation with any person or entity

We reserve the right to investigate and take appropriate action against any violation of these Terms, including suspending or terminating your account and reporting violations to law enforcement authorities.

The Service, including all software, code, design, text, graphics, logos, icons, images, and other content, is the exclusive property of Carpe Per Diem, Inc. and is protected by United States and international copyright, trademark, and other intellectual property laws.

• The Carpe Inventory IQ name, logo, and all related marks are trademarks of Carpe Per Diem, Inc.
• You may not use our trademarks without prior written permission
• All rights not expressly granted are reserved

You retain all ownership rights in the data you provide to the Service, including product information, inventory data, supplier details, purchase orders, and other business data (“Your Data”).

By using the Service, you grant us a limited, non-exclusive, worldwide, royalty-free license to use, process, store, and transmit Your Data solely for the purpose of providing and improving the Service. This license terminates when your account is deleted and Your Data is removed in accordance with our Privacy Statement.

If you provide us with feedback, suggestions, or ideas about the Service, you grant us the right to use such feedback without restriction or compensation to you.

You are solely responsible for the accuracy, quality, and legality of Your Data and the means by which you acquired it. We do not independently verify, validate, or audit the data you provide or sync through the Service.

You grant us the right to process Your Data as necessary to provide the Service, including syncing inventory levels, generating reports, calculating velocity metrics, and managing purchase orders.

Our collection, use, and protection of Your Data is governed by our Privacy Statement, which is incorporated into these Terms by reference. By using the Service, you consent to the data practices described in our Privacy Statement.

You may export Your Data at any time through the available export features within the Service. Upon termination of your account, you will have a 30-day grace period to export Your Data before it is permanently deleted.

• The Service is offered through subscription plans as described on our Pricing page
• Subscription fees are billed in advance on a recurring basis (monthly or annually, depending on your selected plan)
• All fees are quoted in United States dollars (USD) unless otherwise stated

• Subscriptions automatically renew at the end of each billing cycle unless cancelled before the renewal date
• Payment is processed through the Shopify billing system
• You authorize us to charge your designated payment method for all applicable fees

We may change our subscription fees at any time. We will provide at least 30 days’ advance notice of any price increase. The new price will take effect at the start of your next billing cycle following the notice period. Your continued use of the Service after a price change constitutes acceptance of the new pricing.

• Subscription fees are non-refundable for partial billing periods
• If you cancel your subscription, you will retain access to the Service through the end of your current billing period
• No refunds or credits will be issued for unused portions of a billing period

All fees are exclusive of applicable taxes. You are responsible for paying all taxes associated with your use of the Service, excluding taxes based on our net income.

The Service is provided on an “as available” basis. While we strive to maintain high availability, we do not guarantee that the Service will be uninterrupted, error-free, or available at all times.

We may perform scheduled maintenance that temporarily affects Service availability. We will use reasonable efforts to provide advance notice of planned maintenance windows.

• We reserve the right to modify, update, or discontinue any feature of the Service at any time
• We will provide reasonable notice for material changes that significantly affect your use of the Service
• Continued use of the Service after modifications constitutes acceptance of such changes

The Service relies on third-party infrastructure providers and marketplace APIs. Outages or changes to these third-party services may affect Service availability or functionality. We are not liable for any such disruptions.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, OUR TOTAL AGGREGATE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE SHALL NOT EXCEED THE TOTAL AMOUNT OF FEES PAID BY YOU TO US IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL WE BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO:

• Loss of profits, revenue, data, or business opportunities
• Business interruption or loss of goodwill
• Cost of procurement of substitute services
• Damages arising from marketplace data inaccuracies or synchronization delays
• Any damages arising from unauthorized access to or alteration of your data

This applies regardless of the theory of liability (contract, tort, strict liability, or otherwise) and even if we have been advised of the possibility of such damages.

We do not guarantee the accuracy, completeness, or timeliness of data synced from or to third-party marketplace platforms. You acknowledge that marketplace data may be subject to delays, errors, or discrepancies beyond our control.

• You may terminate your account at any time by uninstalling the Carpe Inventory IQ app from your Shopify store
• Termination does not relieve you of any obligation to pay fees incurred prior to termination
• You will retain access to the Service through the end of your current billing period

We may suspend or terminate your account if:

• You violate these Terms or any applicable law
• Your account is used for fraudulent or illegal activity
• You fail to pay applicable fees after reasonable notice and opportunity to cure
• Continued provision of the Service to you becomes impractical or unlawful

We will provide reasonable notice before termination where practicable, except in cases of serious violations requiring immediate action.

• Upon termination, your right to access the Service ceases immediately (or at the end of your billing period, if applicable)
• 30-Day Data Grace Period: Your Data will be preserved for 30 days following account deactivation to allow you to reinstall or export your data
• After the 30-day grace period, all Your Data will be permanently and irreversibly deleted
• API access tokens and marketplace credentials will be revoked immediately upon termination

Sections 6 (Intellectual Property), 8 (Fees and Payment), 10 (Limitation of Liability), 11 (Disclaimer of Warranties), 12 (Indemnification), and 14 (General Provisions) shall survive any termination or expiration of these Terms.

These Terms shall be governed by and construed in accordance with the laws of the State of New York, United States, without regard to its conflict of law provisions.

Any dispute arising out of or relating to these Terms or the Service shall first be resolved through good-faith negotiations between the parties. If the dispute cannot be resolved through negotiation within 30 days, either party may pursue binding arbitration administered by New Era ADR, conducted in New York, New York. Each party shall bear its own costs of arbitration.

These Terms, together with our Privacy Statement, constitute the entire agreement between you and Carpe Per Diem, Inc. regarding your use of the Service and supersede all prior and contemporaneous agreements, representations, and understandings.

If any provision of these Terms is held to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect. The invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable.

Our failure to enforce any provision of these Terms shall not constitute a waiver of that provision or any other provision. Any waiver must be in writing and signed by us to be effective.

You may not assign or transfer these Terms or your rights under them without our prior written consent. We may assign our rights and obligations under these Terms without restriction. Any attempted assignment in violation of this section is void.

We shall not be liable for any failure or delay in performance resulting from causes beyond our reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, pandemics, government actions, power failures, internet or telecommunications failures, or third-party service provider outages.

If you have questions about these Terms, please contact us: