Acuvizon AI terms of service

These Terms of Service ("Terms") govern access to and use of the Acuvizon AI demand forecasting and purchase order platform (the "Service"), provided by Rim Zim Labs Inc., a Delaware corporation ("Acuvizon," "we," "us," or "our"). By creating an account, installing the Service through a supported platform marketplace (such as the Shopify App Store, the Amazon Selling Partner Appstore, or similar mechanism), accessing, or using the Service, you ("Customer," "you") agree to be bound by these Terms.

If you do not agree to these Terms, do not access or use the Service.

1. Eligibility and Accounts

You must be at least 18 years old and have authority to bind the business on whose behalf you are using the Service. You are responsible for all activity that occurs through your authorized access to the Service, however that access is established — whether through a direct Acuvizon account or through a connected platform such as Shopify or Amazon.

2. The Service

The Service provides SKU-level demand forecasting, purchase order recommendations and automation, and related inventory planning tools for ecommerce and multichannel merchants. The Service connects to third-party platforms you authorize, currently Shopify, through the platform's standard authorization process (e.g., OAuth). Amazon marketplace integration is in development and is not yet available for live connections. Acuvizon does not request or store your login password for any connected third-party platform, and authentication for a direct Acuvizon account is handled by a third-party identity provider; Acuvizon does not store account passwords in its application database.

The Service is provided on a continuously evolving basis. Features may be added, changed, or discontinued at our discretion, and some features described in our marketing materials may be in active development at any given time.

3. Forecasts Are Recommendations, Not Guarantees

THE SERVICE GENERATES FORECASTS, REORDER RECOMMENDATIONS, AND PURCHASE ORDER SUGGESTIONS BASED ON HISTORICAL AND CURRENT DATA. THESE OUTPUTS ARE PROVIDED FOR INFORMATIONAL PURPOSES AND DO NOT CONSTITUTE A GUARANTEE OF FUTURE SALES, INVENTORY NEEDS, OR BUSINESS OUTCOMES.

You remain solely responsible for reviewing and approving any purchase order, reorder decision, or inventory action before it is executed, including where the Service offers automatic purchase order generation. Any liability of Acuvizon arising from reliance on a forecast or recommendation, including stockouts, overstock, or related financial impact, is subject to the limitations and exclusions set out in Section 11 (Disclaimers and Limitation of Liability).

4. Subscription Plans, Pricing, and Payment

The Service is currently free during beta, with pricing available on request. Where a paid subscription is offered, the applicable plan and fees will be stated on our pricing page or in an order form, which may be updated from time to time. Fees are billed per account, not per user seat, unless otherwise stated for a specific plan.

Certain capabilities — including but not limited to ERP, accounting, and point-of-sale system connectors, and custom AI model configuration — may be offered as optional add-ons at additional cost, which may be billed as a one-time fee, a custom quote, or a recurring charge depending on the specific add-on. Where a connector is billed as a one-time fee, that fee covers its initial setup and configuration; ongoing work to keep the connector functioning following a change the underlying platform or API makes on its own side may be billed separately as an additional change request.

Fees are non-refundable except as required by law or as expressly stated in a separate written agreement between you and Acuvizon. We may change our pricing on a going-forward basis with reasonable notice; price changes will not apply retroactively to a subscription term already paid for.

Acuvizon may bill fees directly, or through a third-party app marketplace through which Customer installed the Service (such as the Shopify App Store or the Amazon Selling Partner Appstore), subject to that marketplace's own billing terms where fees are billed through it.

5. Data Ownership and Use

Acuvizon owns and retains all right, title, and interest in the Service, including its underlying software, algorithms, and forecasting models, whether existing now or developed in the future.

Customer owns and retains all right, title, and interest in Customer's business data, including sales history, supplier information, inventory records, and purchase order data ("Customer Data").

Acuvizon may use Customer Data — including data obtained from any connected sales channel, such as Shopify or Amazon — to provide the Service to Customer. This policy applies uniformly across all connected channels: Acuvizon does not aggregate, pool, or otherwise use Customer Data from any channel to develop, train, or improve models, benchmarks, or features for the benefit of any other customer, and does not use Customer Data for any purpose beyond providing the Service to Customer. Acuvizon applies the same forecasting methodology across all customers using the Service; this shared methodology is run independently on each customer's own data, and no customer's data, from any channel, is used to train, fit, or inform outputs generated for any other customer. Acuvizon will not disclose Customer Data to unaffiliated third parties except as necessary to provide the Service (for example, cloud infrastructure providers) or as required by law.

Our collection and use of personal data is further described in our Privacy Policy, which is incorporated into these Terms by reference.

6. Processing of Shopper Personal Data

Acuvizon's forecasting and inventory planning do not require personal data belonging to Customer's own shoppers (end customers). Acuvizon removes shopper names, addresses, emails and phone numbers from orders before saving them, as described in the Privacy Policy. To the limited extent any personal data of Customer's shoppers is nonetheless contained in Customer Data, Acuvizon acts as a service provider or processor on Customer's behalf with respect to that data: it processes that data only to provide the Service and in accordance with Customer's instructions under these Terms, maintains its confidentiality and security, uses only the categories of sub-processors described in the Privacy Policy, with a current list available on request, notifies Customer of a security incident affecting that data without undue delay, provides reasonable assistance to Customer in responding to requests from Customer's shoppers regarding their personal data, and deletes that data within 30 days of termination of Customer's subscription or uninstallation of the Service, consistent with Section 13 and the Privacy Policy.

7. Intellectual Property

Except for Customer Data, all intellectual property rights in the Service, including trademarks, logos, and content we provide, belong to Acuvizon or our licensors. Customer receives a limited, non-exclusive, non-transferable right to access and use the Service during the term of their subscription, solely for Customer's internal business purposes.

8. Acceptable Use

Customer agrees not to: (a) reverse engineer, decompile, or attempt to extract the source code or underlying models of the Service; (b) use the Service, or any data or output derived from it, to build or assist a third party in building a product or service that competes with the Service; (c) share account access with any party not authorized under Customer's subscription; or (d) use the Service in violation of applicable law.

9. Third-Party Platforms

The Service integrates with third-party platforms and services — including connected sales channels (currently Shopify, with Amazon marketplace integration in development) and any ERP, accounting, point-of-sale, or other external connector enabled for Customer's account — each governed by their own terms of service and privacy policies, which Customer is responsible for reviewing and complying with. Acuvizon is not responsible for the availability, accuracy, or conduct of any such third-party platform, service, or connector, including any changes they make to their APIs, systems, or terms that affect the Service. Customer's subscription fees remain payable during any period the Service is affected by an issue with a third-party platform, service, or connector described in this Section.

10. Confidentiality

Each party agrees to protect the other party's confidential information with the same degree of care it uses for its own confidential information of similar importance, and in no event with less than reasonable care.

11. Disclaimers and Limitation of Liability

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, ACUVIZON'S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE WILL NOT EXCEED THE AMOUNT PAID BY CUSTOMER TO ACUVIZON IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES.

The limitation of liability in this Section 11 will not apply to: (a) either party's breach of its confidentiality obligations under Section 10; (b) either party's infringement or misappropriation of the other party's intellectual property rights; (c) either party's gross negligence or willful misconduct; or (d) either party's indemnification obligations under Section 12.

12. Indemnification

Customer will indemnify, defend, and hold harmless Acuvizon from and against any third-party claims, damages, and expenses (including reasonable attorneys' fees) arising from: (a) Customer Data, including any claim that it infringes, misappropriates, or violates a third party's rights; (b) Customer's violation of these Terms, including the Acceptable Use section; or (c) Customer's violation of applicable law in connection with its use of the Service.

Acuvizon will indemnify, defend, and hold harmless Customer from and against any third-party claims, damages, and expenses (including reasonable attorneys' fees) arising from an allegation that the Service, as provided by Acuvizon and used in accordance with these Terms, infringes a third party's United States intellectual property rights. This obligation does not apply to claims arising from: (a) Customer Data; (b) modification of the Service not made by Acuvizon; or (c) combination of the Service with products or services not provided by Acuvizon, where the claim would not have arisen but for that combination.

The party seeking indemnification will promptly notify the indemnifying party of the claim, allow the indemnifying party to control the defense and settlement of the claim, and provide reasonable cooperation at the indemnifying party's expense.

13. Term and Termination

Subscriptions are billed either month-to-month or annually, as selected by Customer at signup or in an order form, subject to the billing options actually supported by the app marketplace or payment method through which Customer subscribes. A month-to-month subscription renews automatically each month, and an annual subscription renews automatically for successive annual terms, in each case unless Customer cancels before the next renewal date in accordance with the cancellation method available for that subscription (such as within the Service or by contacting Acuvizon). For annual subscriptions, Acuvizon will provide notice at least 30 days before the renewal date, delivered as described in Section 18 (Notices).

These Terms remain in effect for as long as Customer maintains an active subscription or account. Acuvizon may suspend or terminate access immediately for a material breach of these Terms, including violation of the Acceptable Use section. For non-payment specifically, Acuvizon will provide Customer a 7-day grace period to cure after notice before suspending access.

Upon termination, Customer's right to access the Service ends. Sections 5 (Data Ownership and Use), 6 (Processing of Shopper Personal Data), 7 (Intellectual Property), 10 (Confidentiality), 11 (Disclaimers and Limitation of Liability), and 12 (Indemnification) will survive termination.

Where Customer accesses the Service by installing it through the Shopify App Store, the Amazon Selling Partner Appstore, or a similar supported marketplace, uninstalling the Service constitutes termination of Customer's subscription for purposes of this Section. Following termination, Acuvizon will delete Customer Data within 30 days, consistent with the data retention and deletion terms described in the Privacy Policy, except where longer retention is required for legal, tax, or dispute-resolution purposes. Before deletion, Customer may request an export of Customer Data by contacting privacy@acuvizon.ai at any point within that 30-day period.

14. Force Majeure

Neither party will be liable for any failure or delay in performance under these Terms (other than Customer's payment obligations) due to causes beyond its reasonable control, including acts of God, natural disasters, war, terrorism, labor disputes, internet or infrastructure failures, or outages or changes to third-party platforms or APIs that the Service depends on.

15. Assignment

Customer may not assign or transfer these Terms, in whole or in part, including in connection with a merger, acquisition, or change of control, without Acuvizon's prior written consent. Acuvizon may withhold that consent in its sole discretion where the proposed assignee operates a product or service that competes with Acuvizon, and will not unreasonably withhold consent otherwise. Acuvizon may assign these Terms without Customer's consent in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets.

16. Changes to These Terms

We may update these Terms from time to time. For material changes, we will provide at least 30 days' notice before the change takes effect, by posting an updated version with a new effective date and, for significant changes, by direct notice (such as email). Continued use of the Service after a change takes effect constitutes acceptance of the updated Terms.

17. Governing Law and Venue

These Terms are governed by the laws of the State of Delaware, without regard to its conflict of laws principles. Any dispute arising out of or relating to these Terms or the Service will be brought exclusively in the state or federal courts located in Delaware, and each party consents to the personal jurisdiction of those courts.

18. Miscellaneous

Severability. If any provision of these Terms is found unenforceable, that provision will be limited or eliminated to the minimum extent necessary, and the remaining provisions will continue in full force and effect.

Entire Agreement. These Terms, together with the Privacy Policy and any order form or separate written agreement between the parties, constitute the entire agreement between Customer and Acuvizon regarding the Service, and supersede any prior or contemporaneous agreements or communications on the subject.

No Waiver. A party's failure to enforce any provision of these Terms is not a waiver of that party's right to enforce that or any other provision later.

Notices. Acuvizon may provide notices to Customer by email to the address associated with Customer's account, or by posting within the Service. Customer may provide notices to Acuvizon at legal@acuvizon.ai.

19. Contact

Questions about these Terms can be directed to legal@acuvizon.ai.