Terms of Service

1. Agreement

These Terms of Service (“Terms”) form a binding agreement between you (or the company you represent) and Instirio (“Instirio”, “we”, “us”). By creating an account, accessing the service, or clicking “I agree”, you accept these Terms. If you don’t, don’t use the service.

If you’re entering this agreement on behalf of a company, you represent that you have authority to bind that company. The terms “you” and “your” refer to that company.

2. Your account

• You must be at least 18 years old and legally capable of entering contracts.
• You’re responsible for everything that happens under your account, including the actions of team members you invite.
• Keep your credentials secure. Notify us immediately at security@instirio.com if you suspect unauthorized access.
• One person may not maintain more than one free account. Companies may have one workspace per business unit.

3. The service

Instirio is an operations intelligence platform that ingests events from your connected platforms (Shopify, ShipStation, Stripe, etc.) and surfaces operational findings, bottlenecks, drift, SLA breaches, cost leaks. Specific features depend on your plan; see the pricing page.

We provide the service on a best-efforts basis. Pro and Enterprise plans include defined service-level commitments outlined in your order form or master services agreement (MSA).

We may update, improve, or modify the service. We’ll provide reasonable notice before removing material features.

4. Acceptable use

You agree not to:

• Use the service for anything illegal, fraudulent, or harmful.
• Reverse-engineer, decompile, or attempt to extract source code from the service.
• Resell, sublicense, or white-label the service without our written consent.
• Probe, scan, or test the vulnerability of the service except via our coordinated disclosure program (see security page).
• Submit data you don’t have the right to submit (including personal data of customers without a lawful basis).
• Use the service in a way that interferes with other customers’ use of it.
• Use automated systems to scrape or extract data beyond what our APIs and exports permit.

We may suspend accounts that violate these terms. Material violations may result in termination without refund.

5. Your data

You own your data. You grant us a limited, non-exclusive license to use your data only as needed to provide the service to you, including processing, storing, displaying, and creating findings on it.

For data you ingest from connected platforms about your customers (names, addresses, order details), you confirm you have the lawful basis to share it with us. We process this data as your processor under our Data Processing Addendum.

We do not sell your data, share it for advertising, or use it to train shared ML models without your explicit opt-in. See the full Privacy Policy.

You can export your data at any time via the platform’s export feature. On termination, we delete your data per the schedule in our Privacy Policy.

6. Fees and payment

• Free plans are free forever, subject to the limits on the pricing page.
• Paid plans are billed monthly or annually in advance. Annual plans receive a 17% discount.
• Fees are non-refundable except as required by law.
• If you exceed your plan’s limits, we’ll notify you and may pause new analysis until you upgrade or until the next billing cycle. We don’t lock you out of historical data.
• Late payments accrue interest at 1.5% per month or the maximum rate permitted by law, whichever is lower.
• Taxes are your responsibility unless we’re legally required to collect them.

7. Cancellation and termination

You may cancel any time via Settings → Billing or by emailing billing@instirio.com. Cancellation takes effect at the end of the current billing period.

We may suspend or terminate your account for material breach, prolonged non-payment, or legal reasons. We’ll provide reasonable notice except where impractical (e.g., security threats).

On termination: you can export your data for 30 days, after which we delete it per our retention schedule. Sections of these terms that should survive termination (limitations of liability, indemnification, governing law) do.

8. Warranties and disclaimers

The service is provided “as is” and “as available” without warranties of any kind, express or implied, including but not limited to merchantability, fitness for a particular purpose, accuracy, and non-infringement.

We do not warrant that the service will be uninterrupted, error-free, or that all defects will be corrected. Findings, dollar estimates, and recommendations produced by the service are informational, you are responsible for the actions you take based on them.

This section does not exclude warranties that cannot be excluded under applicable law.

9. Limitation of liability

To the maximum extent permitted by law:

• Neither party is liable to the other for indirect, incidental, special, consequential, or punitive damages, lost profits, lost revenue, or loss of data.
• Our total aggregate liability for all claims arising from or related to the service is capped at the greater of (a) $100 USD or (b) the fees you paid us in the 12 months preceding the claim.
• This cap does not apply to: (i) your obligation to pay fees, (ii) breach of confidentiality, (iii) gross negligence or willful misconduct, (iv) indemnification obligations, or (v) where applicable law prohibits such limitation.

10. Indemnification

You agree to indemnify and hold harmless Instirio, its officers, directors, employees, and agents against claims arising from: (a) your breach of these Terms, (b) your data or use of the service, (c) your violation of law, or (d) your violation of any third-party right.

We agree to indemnify you against third-party claims that the service infringes their intellectual property rights, subject to standard exceptions (modifications by you, combinations with non-Instirio products, etc.).

11. Disputes and arbitration

Governing law. These Terms are governed by the laws of the State of Delaware, USA, without regard to conflict of law principles.

Informal resolution. Before filing any claim, the parties will attempt to resolve disputes by negotiation for at least 30 days.

Binding arbitration. Any dispute that cannot be resolved informally will be finally resolved by binding arbitration administered by [PLACEHOLDER FOR ARBITRATION PROVIDER] under their commercial arbitration rules. The arbitration will be conducted in [PLACEHOLDER FOR JURISDICTION] in English. Each party bears its own costs.

Class waiver. Disputes will be brought individually. You waive any right to participate in class actions.

Opt-out. You may opt out of arbitration within 30 days of accepting these Terms by emailing legal@instirio.com with your name and account email.

Exceptions. Either party may seek injunctive relief in court for misuse of intellectual property, breach of confidentiality, or violations that cause irreparable harm.

12. Changes to these terms

We may update these Terms from time to time. Material changes will be announced via email or dashboard banner with 30 days’ notice. Continued use of the service after a change becomes effective constitutes acceptance.

13. General provisions

• Entire agreement. These Terms, together with our Privacy Policy, DPA (if executed), and any order forms, constitute the entire agreement.
• Severability. If any provision is unenforceable, the rest remain in effect.
• No waiver. Failure to enforce any right is not a waiver of that right.
• Assignment. You may not assign these Terms without our written consent. We may assign them to a successor in interest.
• Force majeure. Neither party is liable for delays caused by events beyond reasonable control (natural disasters, war, infrastructure failures, government action).
• Independent contractors. The parties are independent contractors. No partnership, joint venture, or agency relationship is created.

14. Contact

Legal notices should be sent to:

• Email: legal@instirio.com
• Mail: Instirio, [PLACEHOLDER FOR REGISTERED ADDRESS]