Terms of Service

Effective Date: 1 January 2026

These Terms of Service (“Terms”) govern access to and use of the software, applications, APIs, and related services (collectively, the “Service”) provided by Colab Commerce, a Idaho company (“Company,” “we,” “us,” or “our”).

These Terms apply solely to business and commercial customers. By accessing or using the Service, you represent that you are acting on behalf of a business entity and have authority to bind that entity.

1. Acceptance and Authority

By accessing or using the Service, you (“Customer,” “you,” or “your”) agree to be bound by these Terms.

You represent and warrant that:

• You are at least 18 years old
• You are acting on behalf of a legal entity
• You have authority to bind that entity to these Terms

2. Accounts and Authorized Users

2.1 Account Registration

Access to the Service requires an account. Customer is responsible for maintaining accurate account information and all activity occurring under its account.

2.2 Authorized Users

Customer may permit employees or contractors (“Authorized Users”) to access the Service solely for Customer’s internal business purposes. Customer is responsible for compliance by all Authorized Users.

3. License Grant and Use Restrictions

3.1 License

Subject to these Terms and payment of applicable fees, Company grants Customer a limited, non-exclusive, non-transferable, revocable license to access and use the Service during the applicable subscription term.

3.2 Restrictions

Customer shall not:

• Reverse engineer, decompile, or disassemble the Service
• Copy, modify, or create derivative works of the Service
• Use the Service in violation of applicable laws or regulations
• Circumvent security or usage limits
• Resell, sublicense, or provide the Service to third parties without written consent

4. Subscription Terms, Fees, and Billing

4.1 Subscription Term

Subscriptions are sold on a recurring billing term, typically one (1) month, and automatically renew unless cancelled prior to the end of the current billing term.

4.2 Fees and Payment

• Fees are billed in advance for each billing term
• All fees are non-refundable except as required by law or expressly stated
• Customer authorizes Company to charge the payment method on file

4.3 Late Payments

Company may suspend or terminate access for overdue accounts. Past-due amounts may accrue interest at the maximum rate permitted by law.

4.4 Taxes

Fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, except where prohibited by law.

5. Customer Data

5.1 Ownership

Customer retains all rights, title, and interest in any data, content, or information submitted to the Service (“Customer Data”).

5.2 License to Company

Customer grants Company a limited, non-exclusive, worldwide license to host, store, process, transmit, and display Customer Data solely as necessary to:

• Provide, maintain, and support the Service
• Enforce these Terms
• Improve and develop the Service

5.3 Aggregated and Anonymized Data

Company may collect, generate, use, publish, share, and sellaggregated and anonymized data derived from Customer Data, provided that such data:

• Does not identify Customer or any individual
• Is combined with data from other customers or sources
• Cannot reasonably be used to re-identify Customer or any individual

Aggregated and anonymized data is Company’s proprietary data, and Customer has no ownership interest in such data.

5.4 Data Security

Company will implement commercially reasonable administrative, technical, and physical safeguards designed to protect Customer Data. Absolute security is not guaranteed.

5.5 Data Retention and Deletion

Upon termination, Company may retain Customer Data for a reasonable period consistent with legal obligations and backup practices, after which Customer Data may be deleted.

6. Confidential Information

Each party agrees to protect the other party’s confidential information and use it solely to perform obligations under these Terms.

7. Intellectual Property Rights

The Service and all related intellectual property are owned by Company or its licensors. No rights are granted except as expressly stated.

8. Third-Party Services

The Service may integrate with third-party services. Company is not responsible for third-party content or availability.

9. Suspension and Termination

9.1 Suspension

Company may suspend access for violations, security risks, or unpaid fees.

9.2 Termination

Either party may terminate the subscription at the end of a billing term or immediately for material breach.

10. Disclaimer of Warranties

THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE.” COMPANY DISCLAIMS ALL WARRANTIES TO THE MAXIMUM EXTENT PERMITTED BY LAW.

11. Limitation of Liability

COMPANY SHALL NOT BE LIABLE FOR INDIRECT OR CONSEQUENTIAL DAMAGES. TOTAL LIABILITY SHALL NOT EXCEED FEES PAID IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

12. Indemnification

Customer agrees to indemnify and hold harmless Company from claims arising from Customer’s use of the Service or violation of these Terms.

13. Changes to the Terms

Company may update these Terms from time to time. Continued use constitutes acceptance.

14. Governing Law and Venue

These Terms are governed by the laws of the State of Idaho. Exclusive venue shall be state or federal courts located in Kootenai County, Idaho, USA.

15. Miscellaneous

• These Terms constitute the entire agreement between the parties
• Assignment requires written consent except in connection with a merger or sale
• Failure to enforce a provision is not a waiver

16. Contact Information

Colab Commerce
hello@colabcommerce.com
4466 W. Riverbend Ave., Post Falls, ID 83854