Terms of Service

1. Agreement to Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you ("Customer," "you," or "your") and Theia North, Inc. ("Theia North," "we," "us," or "our") governing your access to and use of the StokDoc platform and any related services, software, and applications (collectively, the "Services").

By accessing or using our Services, you agree to be bound by these Terms. If you are using the Services on behalf of an organization, you represent and warrant that you have the authority to bind that organization to these Terms.

2. Description of Services

Theia North provides cloud-based inventory management software designed for liquidation and resale operations. Our Services include inventory tracking, multi-channel commerce synchronization, manifest processing, and related business tools. The specific features available to you depend on your subscription plan.

3. Account Registration

To use our Services, you must:

• Create an account with accurate and complete information
• Be at least 18 years of age
• Maintain the security of your account credentials
• Promptly notify us of any unauthorized access to your account

You are responsible for all activities that occur under your account. We reserve the right to suspend or terminate accounts that violate these Terms.

4. Subscription and Payment

4.1 Subscription Plans

Access to our Services requires a paid subscription. Subscription plans, pricing, and features are described on our website and may be updated from time to time. We will provide notice of any pricing changes at least 30 days before they take effect.

4.2 Billing

Subscriptions are billed in advance on a monthly or annual basis, depending on the plan selected. All fees are non-refundable except as expressly stated in these Terms or required by law. You authorize us to charge your designated payment method for all applicable fees.

4.3 Taxes

All fees are exclusive of applicable taxes, levies, or duties. You are responsible for paying all such taxes, excluding taxes based on Theia North's net income.

5. Your Data

5.1 Ownership

You retain all rights to the data you submit to our Services ("Customer Data"). We do not claim ownership of your Customer Data.

5.2 License to Us

You grant us a limited license to use, process, and store your Customer Data solely to provide the Services to you. This license terminates when you delete your data or close your account.

5.3 Data Protection

We implement industry-standard security measures to protect your Customer Data. For details on how we handle your data, please review our Privacy Policy and Data Processing Agreement.

5.4 Data Portability

You may export your Customer Data at any time during your subscription. Upon termination, we will make your data available for export for 30 days, after which it will be deleted.

6. Acceptable Use

You agree not to:

• Use the Services for any unlawful purpose or in violation of any applicable laws
• Upload or transmit viruses, malware, or other malicious code
• Attempt to gain unauthorized access to our systems or other users' accounts
• Interfere with or disrupt the integrity or performance of the Services
• Reverse engineer, decompile, or disassemble any aspect of the Services
• Use the Services to send spam or unsolicited communications
• Resell or sublicense access to the Services without our written consent
• Use automated means to access the Services except through our published APIs

7. Intellectual Property

The Services and all related technology, including software, algorithms, user interfaces, designs, and documentation, are the exclusive property of Theia North and are protected by intellectual property laws. These Terms do not grant you any rights to our intellectual property except the limited right to use the Services as described herein.

8. Third-Party Integrations

The Services may integrate with third-party applications and services (such as e-commerce platforms, payment processors, and shipping providers). Your use of such integrations is subject to the terms and policies of those third parties. We are not responsible for the actions, content, or data processing practices of third-party services.

9. Service Availability

We strive to maintain high availability of our Services but do not guarantee uninterrupted access. We may occasionally need to perform maintenance, updates, or modifications that temporarily affect availability. We will provide reasonable notice of scheduled maintenance when possible.

10. Disclaimer of Warranties

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICES WILL BE ERROR-FREE, SECURE, OR UNINTERRUPTED.

11. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THEIA NORTH SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS OPPORTUNITIES, ARISING OUT OF OR RELATED TO THESE TERMS OR YOUR USE OF THE SERVICES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

OUR TOTAL LIABILITY FOR ANY CLAIMS ARISING UNDER THESE TERMS SHALL NOT EXCEED THE AMOUNT YOU PAID TO US FOR THE SERVICES IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

12. Indemnification

You agree to indemnify, defend, and hold harmless Theia North and its officers, directors, employees, and agents from any claims, damages, losses, liabilities, and expenses (including reasonable attorneys' fees) arising out of or related to your use of the Services, your violation of these Terms, or your violation of any rights of a third party.

13. Term and Termination

13.1 Term

These Terms remain in effect while you use our Services. Your subscription will automatically renew unless you cancel before the end of the current billing period.

13.2 Termination by You

You may cancel your subscription at any time through your account settings or by contacting us. Cancellation will take effect at the end of the current billing period.

13.3 Termination by Us

We may suspend or terminate your access to the Services immediately if you breach these Terms, fail to pay fees when due, or engage in conduct that we reasonably believe may harm us or other users.

13.4 Effect of Termination

Upon termination, your right to access the Services will cease. Sections of these Terms that by their nature should survive termination will survive, including ownership provisions, warranty disclaimers, indemnification, and limitations of liability.

14. Governing Law and Disputes

These Terms are governed by the laws of the State of Delaware, without regard to conflict of law principles. Any disputes arising from these Terms or your use of the Services shall be resolved exclusively in the state or federal courts located in Delaware, and you consent to the personal jurisdiction of such courts.

15. Changes to Terms

We may modify these Terms at any time. We will notify you of material changes by email or through the Services at least 30 days before they take effect. Your continued use of the Services after the effective date constitutes acceptance of the modified Terms.

16. General Provisions

• Entire Agreement: These Terms, together with our Privacy Policy and any applicable order forms, constitute the entire agreement between you and Theia North regarding the Services.
• Severability: If any provision of these Terms is found unenforceable, the remaining provisions will continue in effect.
• Waiver: Our failure to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.
• Assignment: You may not assign these Terms without our prior written consent. We may assign these Terms without restriction.
• Force Majeure: We shall not be liable for any failure to perform due to causes beyond our reasonable control.

17. Contact

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