Terms of Service.

These Terms of Service (“Terms”) constitute a legally binding agreement between you (“you,” “Merchant,” or “User”) and Oriuum (“Oriuum,” “we,” “us,” or “our”), governing your access to and use of the Oriuum enterprise resource planning platform, our website, our Shopify application, and any related services (collectively, the “Service”).

By creating an account, installing the Oriuum Shopify app, or using the Service, you agree to be bound by these Terms and by our Privacy Policy. If you do not agree, do not access or use the Service. If you are using the Service on behalf of a business or other legal entity, you represent that you have the authority to bind that entity to these Terms.

1. Definitions

• “Service” means the Oriuum platform, including the web application, the Shopify app, APIs, integrations, and any associated documentation or support services.
• “Merchant” means the business entity that subscribes to the Service to manage its e-commerce operations.
• “Authorized User” means an individual employee, contractor, or agent of a Merchant who is granted access to the Merchant’s Oriuum account.
• “Customer”means any individual whose data is processed by the Service on behalf of a Merchant, typically a buyer of the Merchant’s products.
• “Merchant Data”means all data submitted to or processed by the Service in connection with a Merchant’s account, including data received from Shopify.
• “Shopify” means Shopify Inc. and its affiliates, the operator of the Shopify e-commerce platform.
• “Subscription” means the paid plan a Merchant selects to access the Service.

2. Eligibility and Account Registration

To use the Service, you must be at least eighteen (18) years old and capable of forming a legally binding contract under the laws of Pakistan and any other applicable jurisdiction. You must provide accurate and complete information when registering and keep that information updated.

You are responsible for maintaining the confidentiality of your account credentials and for all activity that occurs under your account. You must notify us immediately of any unauthorized access or suspected security breach. We are not liable for losses caused by unauthorized use of your account that results from your failure to safeguard your credentials.

3. The Service

3.1 Description

Oriuum provides a multi-tenant SaaS platform that integrates with Shopify to support order management, cash-on-delivery (COD) pipeline management, customer care, inventory, fulfillment, financial reconciliation, and related ERP functions. The features available to a Merchant depend on the Subscription plan selected.

3.2 Shopify Integration

The Service integrates with Shopify via the Shopify API. Use of the Service requires the Merchant to install the Oriuum Shopify app and grant the access scopes that the Service requires to function. The Merchant’s relationship with Shopify is governed by Shopify’s own terms, and Oriuum is not responsible for any decisions, actions, or omissions of Shopify or for changes to the Shopify API.

3.3 Updates and Modifications

We continuously improve the Service. We may add, modify, or remove features at our discretion. Where a change materially reduces functionality available under your Subscription, we will provide reasonable advance notice.

3.4 Service Availability

We aim to provide reliable access to the Service but do not guarantee uninterrupted availability. The Service may be unavailable due to scheduled maintenance, emergency maintenance, force majeure events, or third-party outages including outages of Shopify or our cloud providers.

4. Subscription, Fees, and Payment

4.1 Plans and Fees

Access to the Service is provided on a subscription basis. Plan tiers, features, and applicable fees are described on our pricing page or in your individual order. Fees are payable in advance, on a monthly or annual basis as selected at signup. All fees are exclusive of applicable taxes, which you are responsible for paying.

4.2 Trial Period

We may offer a free trial of the Service. At the end of the trial, you must select a paid plan to continue using the Service. Data created during a trial may be deleted if you do not subscribe within thirty (30) days of trial expiration.

4.3 Renewal and Cancellation

Subscriptions automatically renew at the end of each billing cycle unless cancelled before the renewal date. You may cancel at any time through your account settings. Cancellation takes effect at the end of the current billing period. Fees already paid are non-refundable except as required by applicable law or expressly stated in these Terms.

4.4 Price Changes

We may change Subscription fees with at least thirty (30) days’ notice. Changes take effect at the start of your next billing cycle following the notice period. Continued use of the Service after a price change takes effect constitutes acceptance of the new fees.

4.5 Late Payment and Suspension

If a payment fails or is overdue, we will attempt to notify you and resolve the issue. If payment remains outstanding for more than fourteen (14) days, we may suspend your access to the Service. If payment is not received within thirty (30) days, we may terminate your account.

5. Acceptable Use

You agree not to, and not to permit anyone using your account to:

• Use the Service in violation of any applicable law, regulation, or third-party right.
• Use the Service to send spam, conduct fraudulent activity, or process transactions for goods or services that are illegal in the jurisdictions in which you operate.
• Reverse engineer, decompile, disassemble, or attempt to derive the source code of the Service, except to the extent expressly permitted by applicable law.
• Resell, rent, lease, sublicense, or otherwise commercially exploit the Service without our prior written consent.
• Use the Service to build a competing product, train AI or machine learning models, or scrape data for any purpose other than your normal use of the Service.
• Probe, scan, or test the vulnerability of the Service or any related system, or breach any security or authentication measure.
• Interfere with or disrupt the integrity or performance of the Service, including by introducing viruses, worms, Trojan horses, or any other malicious code.
• Misrepresent your affiliation with any person or entity, or impersonate any other person or entity.
• Use the Service in a way that exceeds reasonable usage limits, including making excessive API calls or generating excessive load.

We may suspend or terminate accounts that violate this Acceptable Use policy. Where the violation also breaches the Shopify API Terms or any law, we will report the matter to Shopify or relevant authorities as appropriate.

6. Merchant Data and Ownership

6.1 Your Data

As between you and Oriuum, you retain ownership of all Merchant Data. You grant Oriuum a limited, worldwide, non-exclusive, royalty-free license to use, host, copy, transmit, display, and process the Merchant Data solely as necessary to provide and improve the Service for you, to comply with legal obligations, and to enforce these Terms.

6.2 Your Responsibilities

You are solely responsible for the accuracy, quality, legality, and content of the Merchant Data, and for ensuring that you have the necessary rights and consents to submit Merchant Data (including Customer data) to the Service. You must inform Customers of how their information is processed and obtain any required consents under applicable privacy law.

6.3 Data Export

During the term of your Subscription, you may export Merchant Data through the Service’s export features. Upon termination of your Subscription, you have thirty (30) days to export your data, after which we will delete the Merchant Data in accordance with our Privacy Policy and the Shopify API Terms.

6.4 Data Security

We implement reasonable technical and organizational measures designed to protect Merchant Data, as described in our Privacy Policy. You acknowledge that no system is completely secure and that you are responsible for maintaining backups of any Merchant Data you consider critical.

7. Intellectual Property

The Service, including all software, designs, text, graphics, logos, and trademarks, is the exclusive property of Oriuum and its licensors and is protected by copyright, trademark, and other intellectual property laws. We grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Service in accordance with these Terms.

“Oriuum” and the Oriuum logo are trademarks of Oriuum. You may not use our trademarks without our prior written consent, except to factually identify Oriuum as your service provider.

If you provide feedback, suggestions, or ideas about the Service, you grant us a perpetual, irrevocable, worldwide, royalty-free license to use that feedback for any purpose, without compensation or attribution.

8. Third-Party Services

The Service integrates with third-party services, including Shopify and the courier and gateway services you choose to connect. Your use of those services is subject to their own terms and privacy policies. Oriuum is not responsible for the operation, availability, or content of any third-party service, and is not liable for any acts or omissions of third parties.

9. Confidentiality

Each party may have access to information of the other party that is non-public and proprietary (“Confidential Information”). The receiving party agrees to use Confidential Information only as necessary to perform under these Terms and to protect it with at least the same degree of care it uses to protect its own confidential information of similar nature, but in no event less than reasonable care. This obligation survives termination of these Terms for a period of three (3) years, except for trade secrets, which are protected for as long as they remain trade secrets.

10. Disclaimer of Warranties

11. Limitation of Liability

Some jurisdictions do not allow the exclusion or limitation of certain damages, so some of the above limitations may not apply to you. In such cases, our liability will be limited to the maximum extent permitted by applicable law.

12. Indemnification

You agree to defend, indemnify, and hold harmless Oriuum, its affiliates, and their respective officers, directors, employees, and agents from and against any and all claims, liabilities, damages, losses, and expenses, including reasonable legal fees, arising out of or in any way connected with: (a) your access to or use of the Service; (b) your violation of these Terms; (c) your violation of any third-party right, including any intellectual property right or privacy right; (d) any Merchant Data submitted to the Service; (e) your relationship with any Customer; or (f) any breach of the Shopify API Terms or other third-party agreement caused by your acts or omissions.

13. Term and Termination

13.1 Term

These Terms commence when you first access the Service and continue until terminated by you or by Oriuum as provided here.

13.2 Termination by You

You may terminate your account at any time by cancelling your Subscription and uninstalling the Oriuum Shopify app. No refund is provided for partial billing periods.

13.3 Termination by Oriuum

We may suspend or terminate your access to the Service at any time, with or without notice, if: (a) you breach these Terms; (b) we are required to do so by law; (c) Shopify revokes your or our right to access the Shopify API in connection with your store; (d) your account is inactive for more than twelve (12) months; or (e) for any other reason in our reasonable discretion. Where reasonably possible, we will provide notice before terminating.

13.4 Effect of Termination

Upon termination, your right to access the Service ceases immediately. We will delete your Merchant Data within thirty (30) days, except where retention is required for legal, accounting, or audit purposes. Provisions that by their nature are intended to survive termination, including ownership, confidentiality, disclaimers, limitation of liability, indemnification, and dispute resolution, will survive.

14. Governing Law and Dispute Resolution

These Terms are governed by and construed in accordance with the laws of the Islamic Republic of Pakistan, without regard to its conflict of law principles. Any dispute, controversy, or claim arising out of or relating to these Terms shall first be addressed through good-faith negotiation between the parties for a period of thirty (30) days. If the dispute cannot be resolved through negotiation, it shall be submitted to the exclusive jurisdiction of the competent courts of Bahawalnagar, Punjab, Pakistan.

Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property or confidential information.

15. General Provisions

15.1 Entire Agreement

These Terms, together with the Privacy Policy and any order forms or service-specific terms incorporated by reference, constitute the entire agreement between you and Oriuum and supersede all prior agreements relating to the Service.

15.2 Modifications

We may modify these Terms at any time. Material changes will be communicated by email or in-app notice at least thirty (30) days before they take effect, except where immediate changes are required by law. Your continued use of the Service after the effective date of a change constitutes acceptance of the modified Terms.

15.3 Assignment

You may not assign or transfer these Terms or any rights or obligations under them without our prior written consent. We may assign these Terms freely, including in connection with a merger, acquisition, or sale of assets.

15.4 Severability

If any provision of these Terms is found to be unenforceable, the remaining provisions remain in full force and effect, and the unenforceable provision will be modified to the minimum extent necessary to make it enforceable while preserving its intent.

15.5 Waiver

Our failure to enforce any provision of these Terms is not a waiver of our right to enforce that provision later.

15.6 Force Majeure

Neither party is liable for any failure or delay caused by events beyond its reasonable control, including acts of God, war, terrorism, pandemics, internet outages, government actions, or third-party service failures.

15.7 Independent Contractors

The parties are independent contractors. These Terms do not create a partnership, joint venture, agency, or employment relationship.

15.8 Notices

Notices to Oriuum should be sent to legal@oriuum.com. Notices to you may be sent to the email address associated with your account or posted in the Service.

16. Contact

If you have questions about these Terms, please contact us: