Terms & Conditions

Torendo is the owner or licensee of the Torendo Platform, an AI-driven commerce and retail intelligence solution that enables insights into pricing, promotions, assortment changes, inventory signals, new product launches, offers, and other digital and in-store activity, and may include tools for research and analysis, merchandising and planning workflows, campaign support, automated tracking of key events, analytics, and query interfaces for commercial intelligence (collectively, the "Platform"). The Services are made available to you on a software-as-a-service (SaaS) basis and include:

• the software and functionality you access through the Platform;
• any Applications made available or provided to you by Torendo in connection with the Platform; and
• the Marks and Content contained in, or made available through, the Platform, Site, or Applications.

The Services include all Updates that Torendo elects to make generally available to its users at no additional charge. All Updates are subject to these Terms. You may subscribe to additional products or services from Torendo. Unless otherwise stated in separate terms provided to you at the time of subscription, such additional products or services will be governed by these Terms, including any supplementary terms applicable to those products or services. If separate terms are presented and accepted by you, those separate terms will govern the additional products or services to the extent of any conflict, except that Section 5.1 (Registration) shall continue to govern account creation and access.

The Site (www.torendo.ai) is intended to:

• provide information about Torendo and its products;
• enable you to learn more about Subscription Plans; and
• provide links or information that help subscribers access the Platform and/or connect to the Applications, where applicable.

Subject to your compliance with these Terms and payment of applicable Fees, Torendo grants you a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Services and, as applicable, the Site solely for your internal business purposes and strictly in accordance with (a) these Terms, and (b) the limitations of your Subscription Plan, which may be found at https://www.torendo.ai/pricing/ or another URL designated by Torendo. You represent and warrant that:

• (a) all registration information you submit is truthful, accurate, and complete;
• (b) you will maintain and promptly update such information as necessary;
• (c) you are at least 18 years of age and have the capacity and authority to enter into these Terms; and
• (d) your use of the Services does not and will not violate any applicable law or regulation.

If you are under 18, you may not register for or use the Services.

Except as expressly permitted in these Terms, you shall not, and shall not permit any third party to:

• give, sell, rent, lease, timeshare, sublicense, disclose, publish, assign, market, display, transmit, distribute, or otherwise transfer any portion of the Platform, Site, or Applications to any third party;
• circumvent, disable, or otherwise interfere with security-related features of the Platform, Site, or Applications or features that prevent or restrict use or copying of any Content or that enforce limitations on use;
• reverse engineer, decompile, disassemble, decrypt, or attempt to derive the source code of the Platform, Site, or Applications (or any components thereof), or create derivative works thereof, except to the limited extent permitted by applicable law and then only after providing Torendo with prior written notice;
• present, re-sell, or share data or information obtained through the Platform to third parties without Torendo's prior written consent, and, where consent is given, without appropriate attribution to Torendo in accordance with Torendo's branding guidelines;
• use any robot, spider, scraper, or other automated means to access, monitor, or extract data, content, or other information from the Platform, Site, or Applications, except as expressly authorized by Torendo in writing;
• take any action that imposes, or that Torendo reasonably determines may impose, an unreasonable or disproportionately large load on Torendo's infrastructure or that of its service providers;
• interfere or attempt to interfere with the integrity, security, or proper functioning of the Platform, Site, Applications, or any related systems;
• remove, deface, obscure, or alter any identification, attribution, copyright, trademark, or other proprietary rights notices affixed to or provided as part of the Platform, Site, or Applications, or use or display any Torendo Marks without Torendo's prior written approval;
• use Torendo's Marks in any manner not expressly authorized by Torendo;
• use the Platform, Site, or Applications to develop, offer, operate, support, or enable a competing product or service; or
• use the Platform, Site, or Applications in any unlawful manner, for any harmful, fraudulent, defamatory, or otherwise inappropriate purpose, or in breach of these Terms, any applicable third-party terms, or any agreement you have with a third party.

You understand and agree that Torendo may monitor your use of the Services as well as aggregated use of the Services by all customers. Torendo may use such information in an aggregated and anonymized (or de-identified) form for purposes including analytics, benchmarking, improving the Services, and developing new products and features. Torendo may publish such aggregated and anonymized information, provided that it does not identify you or your Organization. Torendo may also use information you submit to the Services (in de-identified form where appropriate) for the purpose of improving and training its models and systems, subject to applicable law and the Privacy Policy.

Torendo may provide access to Beta Versions at its discretion. Torendo may suspend, limit, or terminate access to any Beta Version at any time. You agree that:

• Beta Versions are Torendo's confidential information;
• you will not disclose any information regarding a Beta Version to any third party;
• you will use Beta Versions solely for internal testing and evaluation and in accordance with these Terms;
• Torendo is under no obligation to make any Beta Version generally available; and
• Beta Versions are provided "as is," without any warranties (express or implied), performance commitments, or support obligations.

Once you have created an Account, Torendo may, in certain jurisdictions and at its sole discretion, offer you a Trial Subscription to access a limited version of the Platform. Any Trial Subscription: will commence on the first date you begin accessing or using the Platform after account creation; and will conclude at the earlier of (a) the expiration of the trial period specified on the relevant subscription page, or (b) twenty-four (24) hours from commencement if no trial period is specified, or (c) the date you upgrade to a paid Subscription or Torendo terminates the Trial Subscription in accordance with these Terms. During the Trial Subscription: these Terms apply in full; Torendo makes no representations, warranties, or commitments of any kind regarding the Platform; and Torendo may contact you (subject to applicable law and your communication preferences) regarding the Platform at the email address or phone number you provide. Torendo reserves the right to modify, cancel, or limit any Trial Subscription at any time, and to modify its duration or terms without notice.

You acknowledge and agree that Torendo will process personal data in connection with the Site and Platform in accordance with its Privacy Policy available at https://www.torendo.ai/legal/privacy-policy/.

Without limiting the restrictions above, you shall not:

• directly or indirectly reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code or underlying structure, ideas, or algorithms of the Services, except as permitted by applicable law;
• modify, translate, or create derivative works of the Services, except as expressly permitted by Torendo;
• remove any proprietary notices or labels from the Services;
• use the Services if prohibited from doing so under the laws of the country in which you reside or from which you access the Services; or
• use the Services in a manner that would cause Torendo to be in violation of local or industry-specific regulations (including, without limitation, COPPA, HIPAA, GLBA, FISMA, or similar legislation), unless expressly agreed in writing.

These Terms grant you a right to access and use the Services; they do not grant you a license to any underlying software code. Torendo and its licensors retain all rights, title, and interest in and to the Services, the Site, Torendo Content, the Marks, and any other products or services provided under these Terms, including all related intellectual property rights. You agree not to copy, rent, lease, sell, distribute, or create derivative works based on the Torendo Content or the Services (in whole or in part), except as expressly authorized in writing by Torendo. "Torendo," the Torendo logo, and related marks are trademarks of Torendo or its affiliates. All other trademarks and logos used on the Site, Applications, or Platform are the property of their respective owners.

You or your Authorized Users may provide suggestions, comments, or other feedback regarding the Platform, Site, or Services ("Feedback"). Feedback shall be deemed the sole property of Torendo. Torendo shall be free to use, disclose, reproduce, license, distribute, and otherwise exploit the Feedback without restriction or obligation of any kind (including payment of royalties), and you hereby assign and waive any rights (including moral rights) you may have in the Feedback to the maximum extent permitted by law. Without limiting the foregoing, you grant Torendo a worldwide, irrevocable, non-exclusive, royalty-free, perpetual, sublicensable, and transferable license to use, reproduce, distribute, prepare derivative works of, display, and perform any information and content that you post or make available in Torendo webinars, customer forums/blogs, community forums/blogs, or similar events or venues, including for publication or redistribution (in any media format and channel), and you waive any moral rights in such content to the extent permitted by law.

To use the Platform and become an Authorized User, you must create a user account ("User Account") by following the registration procedures on the Site or as otherwise provided by Torendo. There is no cost to create a User Account, but access to paid functionality requires valid billing details. Each User Account is intended for a single individual user, unless otherwise provided in your Subscription Plan. If your Subscription Plan includes multiple users, you may permit up to the number of Authorized Users specified, provided each Authorized User agrees to and complies with these Terms. If Torendo detects repeated access to the same User Account from multiple locations, devices, or IP addresses in a manner inconsistent with your Subscription Plan, Torendo may suspend or terminate that User Account in its sole discretion. Except as expressly permitted by Torendo, User Accounts are non-transferable.

You are solely responsible for:

• (a) each Authorized User's compliance with these Terms;
• (b) maintaining accurate account information at all times (including email address and billing information, where applicable); and
• (c) obtaining, maintaining, and supporting all hardware, software, and services necessary to access the Services, including internet connectivity and compatible browsers.

You are also responsible for maintaining the security and confidentiality of your Account credentials and all activity occurring under your User Accounts.

If you purchase a monthly Subscription, the Subscription term begins upon our confirmation of your payment of the applicable Fees and continues on a month-to-month basis until canceled by either party with thirty (30) days' written notice, or as otherwise terminated or suspended in accordance with these Terms. If an order form or invoice specifies minimum commitment periods, restricted cancellation windows, or alternative termination provisions, those terms will govern and the general right to cancel on thirty (30) days' notice will apply only after such conditions are satisfied.

If you purchase an annual Subscription, the Subscription term begins upon our confirmation of payment of the applicable Fees and continues for twelve (12) months (the "Initial Term"). Your Subscription will automatically renew for successive twelve (12)-month renewal terms (each, a "Term") unless either party provides at least thirty (30) days' prior written notice of non-renewal before the end of the then-current term.

Torendo may terminate your Subscription, Account, or access to the Platform and/or Applications at any time, with or without notice, if it believes that you or your Organization have breached these Terms or are using the Services in a manner that may cause harm to Torendo, its users, or any third party. Upon termination, you must cease all use of the Platform, Applications, and Services.

You may terminate your Subscription by canceling your Account through the tools made available within the Platform or by sending a cancellation request to support@torendo.ai (or another address designated by Torendo). Payment obligations are non-cancellable, and Fees paid are non-refundable, except where expressly stated otherwise in these Terms or required by law.

If you object to any term or condition of these Terms, any subsequent modifications, or become dissatisfied with the Site, Platform, or Applications in any way, your sole and exclusive remedy is to immediately discontinue use of the Site, Platform, and Applications and cancel your Subscription.

Upon termination of your Subscription: your Account (and, as applicable, your Organization's account) and all licenses granted by Torendo with respect to the Platform and Applications will terminate; and you and your Organization will lose all access to the Platform, Applications, and associated data, except as otherwise expressly provided by law or in an applicable data export window. Torendo shall not be liable to you, your Organization, or any third party for termination of your access to or use of the Site, Platform, or Applications. The following sections, among others that by their nature should survive, will survive termination: 3.2 (Restrictions), 3.6 (Privacy), 7 (Fees and Payment), 8 (Warranty Disclaimer), 9 (Limitation of Liability), 10 (Indemnification), 11 (General Provisions).

If Torendo believes, in its sole discretion, that you are using the Platform in a manner that may cause harm, violate these Terms, or expose Torendo or others to risk, Torendo may suspend or restrict your access to the Platform, in whole or in part, without limiting its right to terminate under these Terms.

If you purchase a Subscription, you agree to pay the Fees specified at checkout or set forth in an order form or invoice. Fees are payable monthly or annually in advance, or as otherwise agreed in writing. If you pay by credit card, you authorize Torendo (and its payment processors) to charge your card for all applicable Fees and to update your card information as permitted to avoid interruption of the Services. If you are invoiced, payment is due within thirty (30) days of the invoice date, unless otherwise stated. Torendo may charge interest at 1.5% per month (or the maximum rate permitted by law) on past-due amounts and may recover reasonable collection costs and attorneys' fees. If you fail to pay Fees when due, Torendo may suspend or terminate your Subscription and access to the Services and may delete or restrict access to data associated with your Subscription, subject to applicable law. Except as expressly provided in Section 6.2 (Annual Subscription Term) or as required by law, all payment obligations are non-cancellable and all Fees are non-refundable. If you demonstrate a pattern of repeated registrations and cancellations with refund requests, Torendo may, in its sole discretion, deny further registrations and/or refunds.

All Fees are exclusive of taxes, duties, and similar charges. You are responsible for all such amounts (other than taxes based on Torendo's income), including VAT, GST, sales taxes, or withholding taxes, where applicable. If you are required by law to withhold any tax from payments, you shall pay such tax and shall gross up the amount payable to Torendo so that Torendo receives the full amount it would have received absent such withholding.

Torendo may review your use of the Services (for example, the number of properties, sites, or SKUs monitored) and may charge additional Fees if you exceed the limits of your Subscription Plan. You also agree to pay Fees for any additional Services or upgrades requested during a Subscription term. Such additional Fees become effective as of the date of the change and may not be reduced during the term. Torendo may change its Fees and introduce new charges, which (unless otherwise agreed in writing) will become effective upon the start of your next renewal term.

Upon renewal (monthly or annually), Torendo may adjust your Subscription Fees up to its then-current list price. For monthly Subscriptions, fee adjustments will take effect at the start of the next billing cycle following at least thirty (30) days' prior notice. For annual Subscriptions, fee adjustments will apply at the start of the next annual term following at least thirty (30) days' prior notice. If you do not agree with the fee increase, you may terminate your Subscription by giving written notice within the timeframes specified in such notice. Continued use of the Services after the effective date of a fee change constitutes your acceptance of the new Fees.

Subject to the Privacy Policy, Torendo reserves the right to access, read, preserve, and disclose any information obtained in connection with the Site and/or Platform as Torendo reasonably believes necessary to:

• satisfy any applicable law, regulation, legal process, subpoena, or governmental request;
• enforce these Terms and investigate potential violations;
• detect, prevent, or otherwise address fraud, security, or technical issues;
• maintain, support, enhance, and improve the Services;
• respond to support requests; or
• protect the rights, property, or safety of Torendo, its users, or the public.

The software underlying the Platform may include third-party open-source or other software components subject to separate license terms ("Third-Party Terms"). To the extent of any conflict between Third-Party Terms and these Terms, the applicable Third-Party Terms shall govern solely with respect to the relevant third-party software. Torendo makes no warranty or indemnity with respect to such third-party software beyond that required by applicable law.

You may not assign or transfer these Terms, or any rights or obligations hereunder, without Torendo's prior written consent. Torendo may assign or transfer these Terms (in whole or in part) without restriction. Any attempted assignment in violation of this section is void. Subject to the foregoing, these Terms shall bind and inure to the benefit of the parties and their respective successors and permitted assigns.

You acknowledge and agree that Torendo may use your name, job title, and the name and logo of your Organization to identify you as a Torendo customer in marketing materials, on the Torendo website, and in public announcements (including social media), unless you expressly opt out in writing.

Torendo shall not be liable for any failure or delay in performance resulting from events beyond its reasonable control, including third-party service failures, telecommunications outages, governmental actions, war, terrorism, natural disasters, labor disputes, power failures, or Internet disturbances.

Torendo may modify these Terms from time to time. The most current version will be posted at https://www.torendo.ai/legal/terms (or a successor URL). The revised Terms will become effective immediately upon posting, unless otherwise indicated. Your continued use of the Services after the effective date of any changes constitutes your acceptance of the revised Terms. If a change is not acceptable to you, your sole remedy is to stop using the Services and cancel your Subscription. Torendo may also modify the Services (including by adding, removing, or changing features) in its sole discretion. If such modification results in a material reduction in core functionality, your sole remedy is to cease using the Services and cancel your Subscription.

Notices from Torendo to you may be sent to the email address associated with your Account and will be deemed received when sent. You consent to receive communications from Torendo in electronic form. Legal notices or other required notices to Torendo shall be sent to: support@torendo.ai

These Terms are drafted in the English language, and the English version shall control. If Torendo provides a translated version, it is for convenience only. Where local law requires contracts to be in a local language, Torendo may provide such a version, which shall govern to the extent required by law.

These Terms constitute the entire agreement between you and Torendo concerning your use of the Site and Services and supersede all prior or contemporaneous agreements, proposals, or representations, whether oral or written, relating to the subject matter hereof. No terms in any purchase order or other document provided by you shall modify or supplement these Terms. If you purchased the Services through a reseller, these Terms apply between you and Torendo; resellers are not authorized to bind Torendo to additional commitments.

These Terms and any disputes arising out of or related to them shall be governed by and construed in accordance with the laws of the Province of Ontario, Canada, without regard to its conflict of laws rules. The parties consent to the exclusive jurisdiction and venue of the courts located in Toronto, Ontario, Canada, for the resolution of any disputes arising out of or relating to these Terms, except where applicable law requires a different forum.

Torendo reserves the right to discontinue or modify any aspect of the Site or Platform at any time. Section headings are for convenience only and shall not affect interpretation. Except for your obligation to pay Fees, neither party shall be liable for any failure to perform to the extent caused by events beyond its reasonable control. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship between the parties. If any provision of these Terms is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. No waiver of any term will be deemed a further or continuing waiver of such term or any other term, and a party's failure to assert any right under these Terms shall not constitute a waiver of such right. If you have any questions or comments regarding these Terms or our Privacy Policy, please contact us at: support@torendo.ai.