Terms of Service

Last Updated: January 2025

1. Agreement to Terms

By accessing or using INBOUND's data cleaning service ("Service"), you agree to be bound by these Terms of Service ("Terms"). If you do not agree to these Terms, you may not use the Service. These Terms apply to all users of the Service, including Operations Managers, Supply Chain Directors, and other representatives of manufacturing companies.

2. Description of Service

INBOUND provides a data cleaning and extraction service for manufacturing operations. We process vendor documents (PDFs, Excel files, invoices, quotes) that you provide to us and return formatted CSV files compatible with your ERP system (NetSuite, SAP, Epicor, QuickBooks, etc.).

Our Service includes:

  • Extraction of line items, SKUs, quantities, and prices from vendor documents
  • Formatting of data according to your ERP system requirements
  • Price variance detection and reporting
  • Human-in-the-loop verification during pilot program
  • Delivery of processed files within 4 business hours

3. Pilot Program Terms

3.1 Eligibility

The pilot program is limited to 10 mid-market manufacturing companies. Participation is subject to approval and execution of a Non-Disclosure Agreement (NDA).

3.2 Pilot Scope

  • Free Processing: First 10 documents processed at no charge
  • Service Level: 4 business hour turnaround time
  • Accuracy Guarantee: Human verification of all line items during pilot period
  • Price Variance Reports: Included with each processed document

3.3 Pilot Limitations

  • Pilot participants are limited to 10 documents total
  • Service is provided on a best-effort basis
  • No warranty or guarantee of specific outcomes beyond accuracy verification
  • Pilot may be terminated at any time by either party with written notice

4. User Responsibilities

You agree to:

  • Accurate Information: Provide accurate company information, contact details, and ERP system specifications
  • Authorized Use: Only forward documents for which you have authorization to process
  • Document Quality: Ensure forwarded documents are legible and contain the necessary information for processing
  • Compliance: Comply with all applicable laws and regulations regarding data processing and vendor relationships
  • Verification: Review and verify processed CSV files before importing into your ERP system
  • No Resale: Not resell, redistribute, or use the Service for commercial purposes beyond your own operations

5. Service Availability and Modifications

We reserve the right to:

  • Modify, suspend, or discontinue the Service at any time
  • Limit the number of documents processed per user or company
  • Refuse service to any user for any reason
  • Change pricing, features, or service levels with reasonable notice

We will make reasonable efforts to provide advance notice of material changes to the Service.

6. Accuracy and Warranties

6.1 Accuracy Guarantee (Pilot Program)

During the pilot program, we guarantee that all line items are verified by a human specialist before delivery. If you identify an error in a processed file, we will correct it at no charge.

6.2 No Warranties

EXCEPT AS EXPRESSLY STATED IN THESE TERMS, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO:

  • Warranties of merchantability or fitness for a particular purpose
  • Warranties that the Service will be uninterrupted, error-free, or secure
  • Warranties regarding the accuracy, completeness, or reliability of processed data
  • Warranties that price variance detection will identify all discrepancies

6.3 Your Responsibility

You are solely responsible for:

  • Verifying the accuracy of processed CSV files before importing into your ERP
  • Reviewing price variance reports and making purchasing decisions
  • Ensuring compliance with your company's procurement and accounting policies
  • Backing up your data before importing processed files

7. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

  • No Consequential Damages: INBOUND SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOST REVENUE, LOST DATA, OR BUSINESS INTERRUPTION.
  • Maximum Liability: INBOUND'S TOTAL LIABILITY SHALL NOT EXCEED THE AMOUNT YOU PAID FOR THE SERVICE IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM, OR $100, WHICHEVER IS GREATER.
  • Pilot Program: For pilot program participants, our liability is limited to correcting errors in processed files at no charge.
  • Data Loss: INBOUND is not responsible for any data loss resulting from your use of processed CSV files or import into your ERP system.

8. Indemnification

You agree to indemnify, defend, and hold harmless INBOUND, its officers, directors, employees, and agents from and against any claims, damages, losses, liabilities, and expenses (including reasonable attorneys' fees) arising out of or relating to:

  • Your use of the Service
  • Your violation of these Terms
  • Your violation of any third-party rights
  • Any documents or data you provide to us
  • Your import or use of processed CSV files in your ERP system

9. Intellectual Property

9.1 Our Intellectual Property

All content, features, and functionality of the Service, including but not limited to text, graphics, logos, and software, are owned by INBOUND and protected by copyright, trademark, and other intellectual property laws.

9.2 Your Data

You retain all ownership rights to the documents and data you provide to us. By using the Service, you grant INBOUND a limited, non-exclusive license to:

  • Process your documents for the purpose of providing the Service
  • Store your data temporarily as necessary to complete processing
  • Use aggregated, anonymized data for service improvement purposes

You retain all rights to processed CSV files delivered to you.

10. Confidentiality

Both parties agree to maintain the confidentiality of:

  • Vendor pricing and quote information
  • Company financial and operational data
  • ERP system configurations and requirements
  • Any other proprietary or confidential information shared in connection with the Service

Confidentiality obligations survive termination of these Terms and are further detailed in the Non-Disclosure Agreement executed prior to service commencement.

11. Termination

11.1 Termination by You

You may stop using the Service at any time. For pilot program participants, you may terminate participation with written notice.

11.2 Termination by Us

We may suspend or terminate your access to the Service immediately, without prior notice, if:

  • You violate these Terms or the NDA
  • You use the Service for illegal or unauthorized purposes
  • We suspect fraud or abuse
  • Required by law or government regulation

11.3 Effect of Termination

Upon termination:

  • Your right to use the Service immediately ceases
  • We will delete your data in accordance with our Privacy Policy
  • All provisions that by their nature should survive termination shall survive

12. Dispute Resolution

12.1 Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to its conflict of law provisions.

12.2 Informal Resolution

Before filing a claim, you agree to contact us through our service interface to attempt to resolve the dispute informally.

12.3 Arbitration

Any disputes arising out of or relating to these Terms or the Service shall be resolved through binding arbitration in accordance with the rules of the American Arbitration Association, conducted in Delaware. You waive any right to a jury trial or to participate in a class action lawsuit.

13. General Provisions

13.1 Entire Agreement

These Terms, together with the Privacy Policy and NDA, constitute the entire agreement between you and INBOUND regarding the Service.

13.2 Modifications

We reserve the right to modify these Terms at any time. Material changes will be communicated through the Service. Your continued use of the Service after such modifications constitutes acceptance of the updated Terms.

13.3 Severability

If any provision of these Terms is found to be unenforceable, the remaining provisions shall remain in full effect.

13.4 Assignment

You may not assign or transfer these Terms without our prior written consent. We may assign these Terms without restriction.

13.5 Waiver

Our failure to enforce any provision of these Terms does not constitute a waiver of that provision.

13.6 Force Majeure

We shall not be liable for any failure or delay in performance due to circumstances beyond our reasonable control, including natural disasters, acts of war, terrorism, or internet outages.

14. Contact Information

For questions about these Terms of Service, please contact us through our service interface or during your next service interaction.

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