1. Agreement
These Terms of Service ("Terms") form a contract between you ("Customer") and Sumeru Systems ("Sumeru", "we", "us"). By accessing or using the Service you agree to be bound by these Terms. If you are accepting on behalf of a company, you represent that you have authority to bind that company.
If you do not agree, do not use the Service.
2. Definitions
- Service: CommerceOS — Sumeru Systems' Shopify-embedded commerce runtime — including all engines (attribution, automation, orchestration, content generation, SEO, customer messaging), public APIs, dashboards, and documentation.
- Customer Data: all data Customer (or its end-users) submits to or generates through the Service, including events, configurations, audit logs, and credentials.
- Authorised User: any individual Customer permits to access the Service under a Customer-controlled login.
- Subscription Term: the period during which Customer is permitted to use the Service, as defined in the applicable Order.
- DPA: the Data Processing Agreement at /legal/dpa, incorporated by reference.
3. The Service
Subject to these Terms and the applicable Order, Sumeru grants Customer a non-exclusive, non-transferable, non-sublicensable right to access and use the Service during the Subscription Term, solely for Customer's internal business operations.
The Service evolves continuously. We may add, modify, or remove features at any time; material reductions in functionality are notified to active customers 30 days in advance.
4. Subscription + fees
- Tiers: Starter, Pro, Agency, Enterprise. See /pricing for current pricing.
- Billing cadence: monthly or annual; annual saves 15%.
- Auto-renewal: subscriptions auto-renew unless cancelled before the renewal date.
- Late payment: overdue invoices accrue interest at 1.5% per month or the maximum allowed by law, whichever is lower. We may suspend access after 30 days overdue, with notice.
- Refunds: not generally available except as required by law. Annual subscriptions are non-refundable except for material uncured breach by Sumeru.
- Tax: fees are exclusive of tax; Customer is responsible for sales tax, VAT, GST, and similar.
5. Customer Data
Customer retains all rights in Customer Data. Customer grants Sumeru a limited licence to process Customer Data solely to deliver the Service and as permitted by the DPA.
Customer represents that it has all rights, consents, and authority necessary to provide Customer Data to Sumeru, and that providing it does not violate any applicable law or third-party right.
Sumeru will not use Customer Data to train any general-purpose model. AI Copilot operates on a per-shop basis; outputs are not shared across customers.
Upon termination, Customer may export Customer Data for 90 days. After that, Sumeru deletes Customer Data within 60 days, except as required by law or for backup-retention purposes (deleted within 30 days of backup expiry).
6. Acceptable use
Customer will not:
- Reverse-engineer, decompile, or disassemble the Service except where law permits
- Use the Service to violate any law or third-party right
- Send spam, abusive messages, or unauthorised marketing through the Service
- Probe, scan, or test the vulnerability of any system without prior written permission
- Interfere with or disrupt the Service or other customers' use of it
- Submit data containing malware, viruses, or harmful code
- Use the Service to operate a competing commerce intelligence platform
- Share login credentials or permit access by anyone other than Authorised Users
Sumeru may suspend access for violations, with notice where practical.
7. Intellectual property
The Service, including all software, documentation, designs, and trademarks, is owned by Sumeru and protected by intellectual-property law. These Terms grant Customer no rights other than the limited licence described in Section 3.
Feedback Customer provides may be used by Sumeru without restriction or compensation.
8. Confidentiality
Each party (the "Recipient") agrees to keep the other party's Confidential Information confidential and to use it only to perform under these Terms. Confidential Information does not include information that:
- Is or becomes public through no fault of Recipient
- Was rightfully known to Recipient before disclosure
- Is rightfully received from a third party without confidentiality obligation
- Is independently developed by Recipient without reference to the other's information
Recipient may disclose Confidential Information as required by law, provided that Recipient notifies the disclosing party in advance where legally permissible.
9. Term + termination
These Terms remain in effect for the Subscription Term and any renewals. Either party may terminate:
- For convenience, at the end of the current Subscription Term, with 30 days written notice
- For material uncured breach by the other party after 30 days written notice describing the breach
- Immediately, if the other party becomes insolvent, files for bankruptcy, or makes an assignment for the benefit of creditors
On termination, Customer's right to access the Service ends. Sumeru retains Customer Data for 90 days for export; thereafter it is deleted as described in Section 5.
10. Warranties + disclaimers
Sumeru warrants that the Service will perform materially as described in the documentation. Customer's exclusive remedy for breach of this warranty is for Sumeru to use commercially reasonable efforts to correct the non-conformity.
EXCEPT AS EXPRESSLY PROVIDED, THE SERVICE IS PROVIDED "AS IS" AND SUMERU DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
11. Indemnification
By Sumeru. Sumeru will defend and indemnify Customer against third-party claims that the Service, as provided by Sumeru and used as authorised, infringes any third-party intellectual-property right.
By Customer. Customer will defend and indemnify Sumeru against third-party claims arising from Customer Data, Customer's use of the Service in violation of these Terms, or Customer's combination of the Service with non-Sumeru products not authorised by Sumeru.
12. Limitation of liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, DATA, OR USE.
EACH PARTY'S AGGREGATE LIABILITY UNDER THESE TERMS IS LIMITED TO THE FEES PAID BY CUSTOMER TO SUMERU IN THE 12 MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.
These limits do not apply to: (a) Customer's payment obligations; (b) breach of Section 6 (Acceptable Use); (c) breach of Section 8 (Confidentiality); (d) indemnification obligations under Section 11; or (e) liability that cannot be limited by law.
13. Governing law
These Terms are governed by the laws of India, excluding its conflict-of-law rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
Any dispute arising out of or in connection with these Terms, including any question regarding its existence, validity, or termination, shall be referred to and finally resolved by arbitration in Bangalore, India, under the Arbitration and Conciliation Act, 1996. The tribunal shall consist of one (1) arbitrator. The language of arbitration shall be English. Judgment on the award may be entered in any court of competent jurisdiction.
Nothing in this section prevents either party from seeking injunctive or equitable relief in a court of competent jurisdiction to protect intellectual-property rights or confidential information.
14. Changes to terms
We may modify these Terms. Material changes are notified to active customers 30 days before they take effect. Continued use after the effective date constitutes acceptance.
Questions? Email legal@sumeru.systems. See also the Privacy Policy and the DPA.