Pilot Terms

1. Agreement and eligibility

Once finalized, these Terms will apply when an invited representative accepts them for a named Merchant. The representative must be at least 18 years old and have authority to bind the Merchant. The Merchant is responsible for its representatives' use of the Services and for keeping its organization and contact information accurate.

The final agreement may incorporate an order form, pilot invitation, data processing schedule, security terms, or other written addendum signed or accepted by both parties. If a signed addendum expressly conflicts with these Terms, that addendum controls for its subject.

2. Pilot service

StockTruth is preparing an invite-only, no-fee beta for selected self-fulfilling merchants. The proposed service maintains a sellable inventory ledger, records reservations and releases, projects authorized quantity updates to connected channels, and exposes synchronization attempts and failures for review and recovery.

The pilot is limited in duration, participants, channels, data, and support. It does not include public signup, paid subscriptions, a service-level agreement, guaranteed support hours, or a commitment to make any feature generally available. StockTruth may change, restrict, or discontinue pilot functionality after reasonable notice when practicable.

3. Accounts and authorization

You must provide accurate account information, protect passwords and channel credentials, use individual accounts where requested, and promptly report suspected compromise or unauthorized use. You may allow only personnel whom the Merchant has authorized to use its workspace. You remain responsible for configuring roles and promptly removing access that is no longer appropriate.

You authorize StockTruth to access and act on the connected accounts, shops, locations, products, and inventory records you select, solely to provide, support, secure, and evaluate the pilot. You represent that you have all permissions required to give that authorization.

4. Merchant data

As between the parties, the Merchant retains its rights in data it or its authorized channels submit to StockTruth ("Merchant Data"). The Merchant grants StockTruth a limited, non-exclusive right to host, copy, transmit, modify, and otherwise process Merchant Data only as needed to provide, support, secure, and comply with law in connection with the Services.

StockTruth will handle personal information as described in thePrivacy Policy and the processing terms below. We will not sell Merchant Data, use Shopify Merchant Data for general-purpose AI or machine-learning training, or disclose Merchant Data except as permitted by the agreement, the Merchant's instructions, or law.

The Merchant is responsible for the legality, accuracy, quality, and origin of Merchant Data, its notices and permissions to data subjects, and avoiding submission of data outside the approved pilot scope. Do not submit payment-card data, government identifiers, health data, children's data, or other regulated sensitive data unless StockTruth has expressly approved that category in writing.

Proposed data processing terms

For personal information included in Merchant Data, the Merchant acts as the business or controller and appoints StockTruth as its service provider and processor. StockTruth will process that information only on the Merchant's documented instructions and only to provide, support, secure, and comply with law in connection with the pilot. The Merchant's configuration and authorized use of the Services are documented instructions.

Data subjects may include the Merchant's owners, personnel, contractors, support contacts, and—only if a later approved scope expressly permits it—customers represented in authorized channel records. The personal-data categories may include account and business contact data, online and device identifiers, authorization and security records, support communications, and identifiers or operational information contained in approved inventory and channel data. The processing covers collection, organization, hosting, retrieval, transmission, correction, restriction, deletion, and other operations needed for the purposes above.

StockTruth will:

• ensure personnel authorized to process Merchant Data are subject to confidentiality obligations;
• maintain safeguards appropriate to the nature of the approved pilot data;
• require subprocessors to protect Merchant Data under written obligations at least as protective as these processing terms and remain responsible for their performance;
• provide reasonable notice of a new material subprocessor and consider a Merchant's documented data-protection objection in good faith;
• reasonably assist with verified data-subject requests, security incidents, impact assessments, and information needed to demonstrate compliance, taking account of the nature of the processing;
• notify the Merchant without undue delay after confirming a security incident involving Merchant Data, while preserving any shorter platform or legal deadline; and
• delete or return Merchant Data at the end of the pilot as described in Section 9, unless law requires retention.

StockTruth will not sell or share Merchant Personal Data, retain, use, or disclose it outside the limited purposes and direct business relationship described here, or combine it with personal information received from another source except as permitted by applicable law. These proposed processing terms last for as long as StockTruth processes Merchant Personal Data. Any required jurisdiction-specific addendum will supplement them.

On reasonable written request, StockTruth will provide information necessary to demonstrate compliance with these processing terms and permit a reasonable audit or assessment no more than once annually, unless a law, regulator, or confirmed incident reasonably requires more. The review must protect other customers, security, confidential information, and privileged material, and may rely first on current independent reports or written responses. If StockTruth determines it can no longer comply with these processing terms, it will notify the Merchant and cooperate with reasonable steps to stop and remediate unauthorized use.

5. Third-party services and channel terms

The Services depend on Shopify and may later support another approved channel. You must maintain authorized channel accounts and comply with their agreements. Third-party services control their own availability, APIs, data, permissions, rate limits, and policy changes; StockTruth does not control or warrant them.

You authorize StockTruth to send instructions and receive information through an approved connection. You must not ask StockTruth to scrape data, bypass platform restrictions, exceed granted permissions, or use a custom application for more merchants than the platform permits. Unless expressly stated in writing, StockTruth is not an official partner, agent, or representative of any connected channel.

Shopify is not responsible for StockTruth, the Services, implementation, support, warranties, or claims arising from the application or its handling of Merchant Data. As between Shopify and StockTruth, StockTruth is solely responsible for those matters. Nothing in these Terms limits the Merchant from developing products that compete with StockTruth, provided the Merchant does not misuse StockTruth's confidential information or intellectual property.

6. Acceptable use

You and your users must not:

• use the Services unlawfully, fraudulently, or to violate another person's rights;
• access another merchant's workspace or data without authorization;
• probe, disrupt, overload, circumvent, or interfere with security, permissions, rate limits, or operation of the Services;
• upload malicious code, share credentials, or use automated access except through an expressly approved interface;
• reverse engineer or copy the Services except to the limited extent a restriction is prohibited by law;
• resell, sublicense, or benchmark the non-public pilot for publication without written permission; or
• use the Services in connection with sanctioned parties, prohibited exports, or unlawful goods.

7. Inventory responsibility and recovery

StockTruth is an operational inventory tool, not an ERP, WMS, accounting system, marketplace of record, or source of professional advice. The Merchant remains responsible for its source data, physical counts, safety buffers, channel settings, sales decisions, fulfillment, customer commitments, legal compliance, and independent records.

Network delays, duplicate or out-of-order events, channel outages, rate limits, configuration errors, and manual actions can cause stale or different quantities. StockTruth will surface available evidence and recovery paths, but it does not provide a zero-oversell guaranteeor guarantee real-time accuracy. You must review material discrepancies and keep a reasonable independent way to verify stock and recover operations.

8. Ownership, license, and feedback

StockTruth and its licensors retain all rights in the Services, software, designs, documentation, and related technology. Subject to the final agreement, StockTruth would grant the Merchant a limited, revocable, non-transferable, non-sublicensable right during the pilot to use the Services internally for its authorized business operations.

If you provide suggestions or feedback, you grant StockTruth a perpetual, irrevocable, worldwide, royalty-free right to use that feedback without identifying you or disclosing your confidential Merchant Data. Each party will use reasonable care to protect non-public information the other identifies as confidential and will use it only for the pilot and the agreement.

9. Suspension, termination, and deletion

Either party may end the no-fee pilot by written notice. StockTruth may immediately suspend access when reasonably necessary to address a security risk, unlawful use, channel violation, material breach, or threat to the Services or another participant. When practicable, we will explain the reason and offer a reasonable opportunity to cure.

After termination, your right to use the Services ends. Subject to legal exceptions, StockTruth plans to delete or deidentify applicable live-service Merchant Data within 30 days; encrypted backups may expire within up to 90 days. Shopify Merchant Data is subject to the more specific deletion commitments in the Privacy Policy. Provisions that by their nature should survive—including ownership, confidentiality, disclaimers, liability limits, and disputes—will survive.

10. Disclaimers

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE PILOT AND ALL RELATED MATERIALS ARE PROVIDED "AS IS" AND "AS AVAILABLE." STOCKTRUTH DISCLAIMS ALL EXPRESS, IMPLIED, AND STATUTORY WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AVAILABILITY, AND ERROR-FREE OR UNINTERRUPTED OPERATION.

StockTruth does not warrant that a channel will accept, apply, or preserve an update; that inventory will always match physical stock or every channel; or that the Services will prevent overselling, lost sales, or operational interruption. Some jurisdictions do not allow certain warranty exclusions, so part of this section may not apply to you.

11. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR FOR LOST PROFITS, REVENUE, BUSINESS, GOODWILL, DATA, OR SALES, ARISING FROM OR RELATED TO THE PILOT, EVEN IF ADVISED THAT SUCH DAMAGES WERE POSSIBLE.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING FROM OR RELATED TO THE PILOT WILL NOT EXCEED THE GREATER OF (A) THE FEES THE MERCHANT PAID STOCKTRUTH FOR THE SERVICES DURING THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO LIABILITY, OR (B) $100 USD.

These limits do not apply where liability cannot lawfully be excluded or limited, and they do not limit a party's responsibility for its fraud, willful misconduct, or infringement or misappropriation of the other party's intellectual property rights.

12. Governing law and disputes

The final agreement will be governed by the laws of the State of Delaware, without regard to its conflict-of-laws rules. The parties will first try in good faith to resolve a dispute through business representatives after written notice.

If a dispute is not resolved, each party consents to the exclusive jurisdiction and venue of the state courts located in Delaware and the United States federal courts with jurisdiction in Delaware. This draft does not require arbitration. Either party may seek urgent injunctive relief in those Delaware courts to protect security, confidential information, or intellectual property.

13. General terms and contact

Neither party may assign the final agreement without the other's consent, except in connection with a merger, reorganization, or sale of substantially all relevant assets, provided the successor assumes the agreement. The parties are independent contractors. The agreement does not create a partnership, agency, fiduciary, franchise, or employment relationship.

Neither party is liable for delay caused by events beyond its reasonable control, but this does not excuse payment obligations or reasonable continuity and recovery responsibilities. If a provision is unenforceable, it will be limited to the minimum extent necessary and the rest will remain in effect. A waiver must be in writing. The final agreement will be the complete agreement for the pilot and may be amended only through the stated acceptance or written amendment process.

Legal notices to StockTruth may be sent tolegal@stocktruth.io. Operational or privacy questions may be sent to privacy@stocktruth.io. The Merchant must keep its designated notice email current. Electronic notices and records may be used as permitted by applicable law.