Terms of service

These terms are an agreement between Zerqano LLC, an Illinois limited liability company (“Zerqano”, “we”, “us”), and the organization that uses Zerqano (“you”, the “customer”). You accept them when an authorized person ticks the acceptance box at sign-up, continues past the acceptance notice on a sign-up or sign-in page, accepts them at checkout, or signs an order form. That person confirms they may bind the organization.

If you and Zerqano sign an order form or another written agreement, it applies together with these terms, and it wins where the two disagree. The Privacy policy explains how we handle personal information. The data processing addendum forms part of these terms and applies automatically whenever Zerqano processes personal data on your behalf. You do not need to sign it. For a countersigned copy, email legal@zerqano.com.

You confirm that you use the service for business purposes and not as a consumer. We do not currently offer self-serve plans to organizations established in the European Economic Area, the United Kingdom or Switzerland. If yours is, contact legal@zerqano.com first so we can agree the right terms.

• Zerqano is for business use. Each user must be at least 18 and authorized by your organization.
• Keep account details accurate and passwords private. Tell us at security@zerqano.com if you think an account has been used without permission.
• Your organization’s owners and admins decide who has access and with which role, and you are responsible for what your users do in the workspace.

Zerqano is software for retailers and wholesalers that helps with inventory, demand forecasting, purchasing, pricing, document reading and sales orders, using AI features. The features in your plan are those shown on the Pricing page when you subscribed or in your order form. Other descriptions on our website are for information only and are not promises or warranties. We do not offer an uptime or support-response commitment on self-serve plans. We may change features over time. If we materially reduce the core features of a paid plan during a paid period, we will tell you at least 30 days in advance, and you may cancel and receive a refund of prepaid fees for the rest of that period.

A new workspace starts with 14 days of full access, with no card required. After that it moves to the free plan, for up to 150 SKUs, unless you choose a paid plan. Plan limits are on the Pricing page.

Preview features, including Z-Coins, are provided for evaluation, may change or end at any time, and have no monetary value.

You agree not to:

• break the law, or upload data you have no right to use;
• upload payment card numbers, government ID numbers, health information, children’s data or other special categories of personal data, except where they appear incidentally in a business document and cannot reasonably be removed;
• try to reach another customer’s data, or test, probe or bypass the service’s security, except through the process on the Security page;
• overload the service, run automated scraping, or get around usage limits;
• upload malware, or content designed to trick the AI features into acting against the service or other users;
• resell the service, or copy or reverse-engineer it;
• use the service to send spam or to harass anyone.

We may suspend access that breaks these rules or puts the service or other customers at risk. Where we can, we tell you first and give you the chance to fix it.

You own the data you put into Zerqano. You give us permission to host, copy, process and display it only as needed to provide the service to you, to support you, and to keep the service secure.

We do not use your data to train general-purpose AI models or any model that serves another customer. Forecasting and similar models are fitted to your own data to produce results for your workspace, and those fitted models are used only for your workspace. Our AI provider’s terms do not allow it to train its models on your data without permission.

You are responsible for having the right to give us the data, including any personal information in it. You can export your product catalog and restock plan from the app at any time, and ask us for a fuller export.

We collect data about how the service is used, such as feature use, event counts, AI costs, performance and errors (“Usage Data”). We use it to run, secure, support, bill for and improve the service. We may use aggregated, de-identified information derived from it for any lawful business purpose, as long as it does not identify you, your users or any individual. Usage Data does not include the content of your data, and we will not name you as its source.

Zerqano uses AI and statistical models to answer questions, read documents, forecast demand and suggest quantities, prices, orders and actions (“Output”).

Output can be incomplete, out of date or wrong, including in ways that look right. You must review Output before relying on it. You are responsible for every order, price, payment and other decision you or your users make or approve, including anything confirmed through a setting that confirms actions automatically.

As between us, Output generated from your data is your data. Similar Output may be generated for other customers. We do not promise that Output is unique or can be protected by intellectual property rights.

Zerqano does not send a purchase order to a supplier unless a person in your organization sends it. By default, other actions also wait for approval. An admin can turn on automatic confirmation of sales-order proposals, and that choice is yours.

You may not use the service to make or support decisions about an individual’s credit, employment, housing, insurance, education, health care or legal rights, or for any use that EU law treats as prohibited or high-risk. You are responsible for making sure your pricing and purchasing decisions comply with the law, including competition and price-disclosure law.

• Paid plans are billed in advance, monthly or yearly, through Stripe. Prices are on the Pricing page when you subscribe or in your order form.
• A paid plan renews automatically at the end of each billing period until you cancel. You can cancel from Plans & billing in the app; the plan stays active until the end of the period you have paid for.
• Refunds. Fees are non-refundable except where these terms say otherwise or the law requires a refund. If you move to a lower plan, the unused value of your current period is credited to your next invoice. If you cancel, your plan runs to the end of the paid period and we do not refund the rest. If you end this agreement because of our uncured material breach, or we end it without cause, we refund prepaid fees for the unused period.
• Taxes. Prices exclude taxes. Where we must collect sales tax, VAT or a similar tax, we add it to your invoice. Where we do not collect it, you are responsible for any tax due on your purchase, including use tax and reverse-charge VAT. Give us your tax ID or exemption certificate if one applies.
• Late payment. If a payment fails, we retry it and email your organization’s owner. If it is still unpaid 14 days after the due date, we may move your workspace to the free plan or suspend paid features until you pay.
• Price changes. We will tell you at least 30 days before a price change applies to you. It applies from your next billing period or, on an annual plan, from your next renewal.

Zerqano and its licensors own the service, its software, design and documentation. While this agreement lasts, we give you a non-exclusive, non-transferable right to let your users access and use the service for your internal business purposes, within your plan’s limits. We keep all other rights.

You give us a perpetual, irrevocable, worldwide, royalty-free licence to use any ideas or feedback you send us, without restriction or payment. We will not identify you as the source.

To report content on the site that you believe infringes your copyright, email legal@zerqano.com with the details 17 U.S.C. 512(c)(3) requires. We may remove content and end the accounts of repeat infringers.

Each of us will protect the other’s non-public business information with reasonable care, use it only for this agreement, and share it only with employees, contractors, advisers and service providers who need it and are bound to keep it confidential. This lasts for the agreement and 3 years afterwards, and for as long as information remains a trade secret. Your data and personal data are covered by the Your data section and the data processing addendum, not this section. These duties do not cover information that is public, that the receiving party already had or developed on its own, or that the law requires it to disclose, with notice to the other party where allowed.

When you connect another system, such as your store or accounting software, your use of that system is governed by your agreement with its provider. We are not responsible for those systems, or for changes their providers make that affect the connection.

We will provide the service with reasonable skill and care. If we do not, tell us within 30 days and we will try to fix it. If we cannot fix it within 30 days, either of us may end the affected plan and we will refund prepaid fees for the unused period. That is your only remedy for a breach of this promise.

EXCEPT AS STATED HERE AND TO THE EXTENT THE LAW ALLOWS, THE SERVICE AND ALL AI OUTPUT, FORECASTS AND RECOMMENDATIONS ARE PROVIDED “AS IS” AND “AS AVAILABLE”. WE DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT AND ACCURACY. WE DO NOT PROMISE THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT YOU WILL ACHIEVE ANY RESULT OR SAVING. THE FREE PLAN AND TRIAL COME WITH NO WARRANTY.

You will defend Zerqano against any third-party claim arising from your data, your use of the service in breach of the Acceptable use section, or decisions you make using the service’s Output, and pay amounts finally awarded or agreed in settlement.

On paid plans, Zerqano will defend you against any third-party claim that the service, as Zerqano provides it and used under these terms, infringes that party’s copyright, trademark or trade secret, or a US patent, and pay amounts finally awarded or agreed in settlement. Zerqano may change the service to avoid the claim or, if that is not practical, end the affected plan and refund prepaid fees for the unused period. This does not cover your data, AI Output, combinations with things Zerqano did not provide, or the free plan and trial.

The indemnified party must give prompt notice, let the other party control the defence and settlement, and cooperate. This section states each party’s only remedy for these claims.

Excluded losses. TO THE EXTENT THE LAW ALLOWS, NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, GOODWILL OR DATA, EVEN IF IT WAS TOLD THEY WERE POSSIBLE.

General cap. EACH PARTY’S TOTAL LIABILITY ARISING OUT OF THIS AGREEMENT, HOWEVER IT ARISES, IS LIMITED TO THE FEES PAID OR PAYABLE BY YOU FOR THE SERVICE IN THE 12 MONTHS BEFORE THE FIRST EVENT GIVING RISE TO LIABILITY.

Data cap. ZERQANO’S TOTAL LIABILITY FOR BREACH OF ITS CONFIDENTIALITY, SECURITY OR DATA PROTECTION OBLIGATIONS, INCLUDING THE DATA PROCESSING ADDENDUM, IS LIMITED TO TWO TIMES THE GENERAL CAP. THIS AMOUNT REPLACES THE GENERAL CAP AND IS NOT ADDED TO IT.

Free plan and trial. ZERQANO’S TOTAL LIABILITY OF EVERY KIND ON THE FREE PLAN OR DURING A TRIAL IS LIMITED TO US$100.

What the limits do not cover. These limits do not apply to your obligation to pay fees; your breach of the Acceptable use section; your infringement or misuse of Zerqano’s intellectual property; your indemnity obligations; fraud or wilful misconduct; or liability the law does not allow to be limited. Zerqano’s indemnity obligations are subject to the data cap.

These limits apply even if a remedy fails of its essential purpose.

• This agreement starts when you accept it and continues until your workspace is deleted or it ends under this section.
• You can end it at any time: cancel any paid plan in Plans & billing, then have an owner email privacy@zerqano.com to delete the workspace. Cancelling alone moves the workspace to the free plan and does not delete it.
• Either party may end it if the other materially breaches it and does not fix the breach within 30 days of written notice, or if the other becomes insolvent.
• We may end the free plan or trial, or stop providing the service, on 30 days’ notice. If we do this during a paid period, we refund prepaid fees for the unused period.
• We may delete a free workspace with no sign-in for 12 months, after emailing its owner at least 30 days before.
• After this agreement ends, you can ask for an export for 30 days. We then delete your data as the data processing addendum describes.
• Sections on fees owed, intellectual property, confidentiality, indemnities, disclaimers, liability, data deletion and governing law continue after the agreement ends.

If you are established in the EU, you may switch to another provider or your own systems on up to two months’ notice. We will support the transition for up to 30 days, keep your exportable data available during it and for at least 30 days after it, and then erase it. Exportable data means the data you put into the service and the data it generates from that data, in a structured, commonly used, machine-readable format. It does not include our software or anything that would reveal our trade secrets. We do not charge for switching. Fees you have already committed to for the rest of your term remain payable unless the law says otherwise.

These terms are governed by the laws of the State of Illinois, United States, without regard to its conflict-of-laws rules. The UN Convention on Contracts for the International Sale of Goods does not apply. The state and federal courts located in Cook County, Illinois, have exclusive jurisdiction over any dispute arising from them, except that either party may seek urgent relief to protect confidential information or intellectual property in any court with jurisdiction, and the Standard Contractual Clauses follow their own governing law and forum. TO THE EXTENT THE LAW ALLOWS, EACH PARTY WAIVES TRIAL BY JURY.

• We may update these terms. We will email organization owners at least 30 days before a change that materially affects your rights applies. It does not apply to claims that arose earlier. If you do not agree, you may cancel before it applies and receive a refund of prepaid fees for the unused period. Using the service after it applies means you accept it. Earlier versions are available on request.
• You may not transfer this agreement without our consent, except with the sale of your business. We may transfer it with the sale of ours.
• Neither party is responsible for delays caused by events beyond its reasonable control.
• If part of these terms cannot be enforced, the rest still applies. Not enforcing a right is not a waiver of it.
• You confirm that you and your users are not on a US government list of restricted parties and are not located in a country under a comprehensive US embargo, and that you will not use the service in breach of US export or sanctions law.
• Neither party may use the other’s name or logo publicly without written consent.
• Notices to Zerqano go to legal@zerqano.com; notices to you go to your organization owner’s email address. Notices take effect the next business day.