Terms & Conditions

1. Agreement to Terms

These Terms and Conditions ("Terms") constitute a legally binding agreement made between you, whether personally or on behalf of an entity ("you") and Edgvio Group Limited, the company behind the MerxumOS platform ("we," "us" or "our"), concerning your access to and use of the MerxumOS software-as-a-service platform, including any media form, operating system, Point of Sale (POS), ERP software, mobile website, or mobile application related, linked, or otherwise connected thereto (collectively, the "Service").

By accessing or using the Service, you agree that you have read, understood, and agree to be bound by all of these Terms. If you do not agree with all of these Terms, then you are expressly prohibited from using the Service and you must discontinue use immediately.

2. Intellectual Property Rights

Unless otherwise indicated, the Service is our proprietary property and all source code, databases, functionality, software, website designs, audio, video, text, photographs, and graphics on the Service (collectively, the "Content") and the trademarks, service marks, and logos contained therein (the "Marks") are owned or controlled by us or licensed to us, and are protected by copyright and trademark laws and various other intellectual property rights and unfair competition laws.

Provided that you are eligible to use the Service, you are granted a limited, non-exclusive, non-transferable, revocable license to access and use the Service strictly in accordance with these Terms. No part of the Service may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever, without our express prior written permission.

3. Subscriptions and Payments

We offer various subscription tiers (e.g., Spark, Surge, Reign) which grant different levels of access to the Service. By selecting a subscription, you agree to pay MerxumOS the subscription fees indicated for that service.

• Billing: Payments are billed in advance on a monthly or annual basis and are non-refundable. There will be no refunds or credits for partial months of service, upgrade/downgrade refunds, or refunds for months unused with an open account.
• Modifications to Fees: We reserve the right to modify our subscription fees at any time. We will provide you with reasonable prior notice of any change in fees to give you an opportunity to terminate your subscription before such change becomes effective.
• Taxes: All fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes.

4. User Content and Data

You retain all of your ownership rights in your data, inventory, customer lists, and financial information ("User Content") that you submit to the Service. By submitting User Content to the Service, you grant us a worldwide, non-exclusive, royalty-free license to use, reproduce, modify, adapt, publish, and distribute such User Content solely for the purpose of providing, improving, and maintaining the Service.

While we perform regular backups of data, we do not guarantee that there will be no loss or corruption of data. You are solely responsible for maintaining appropriate backups of your User Content. We shall not be liable for any loss, destruction, alteration, unauthorized disclosure, or corruption of User Content.

5. Acceptable Use and Restrictions

You agree not to engage in any of the following prohibited activities:

• Reverse engineering, decompiling, disassembling, or otherwise attempting to discover the source code of the Service.
• Using the Service in any manner that could disable, overburden, damage, or impair the site or interfere with any other party's use of the Service.
• Attempting to bypass any measures of the Service designed to prevent or restrict access to the Service.
• Using the Service for any illegal, fraudulent, or unauthorized purpose, including processing illegal transactions.

6. Service Level and Warranties

Disclaimer of Warranties

THE SERVICE IS PROVIDED ON AN "AS-IS" AND "AS-AVAILABLE" BASIS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE EXPRESSLY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO THE SERVICE, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

We do not warrant that the Service will meet your requirements, that the operation of the Service will be uninterrupted, timely, secure, or error-free, or that any errors in the Service will be corrected.

7. Limitation of Liability

IN NO EVENT WILL WE OR OUR DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT, LOST REVENUE, LOSS OF DATA, OR OTHER DAMAGES ARISING FROM YOUR USE OF THE SERVICE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO US DURING THE SIX (6) MONTH PERIOD PRIOR TO ANY CAUSE OF ACTION ARISING.

8. Indemnification

You agree to defend, indemnify, and hold us harmless, including our subsidiaries, affiliates, and all of our respective officers, agents, partners, and employees, from and against any loss, damage, liability, claim, or demand, including reasonable attorneys' fees and expenses, made by any third party due to or arising out of: (1) your use of the Service; (2) breach of these Terms; (3) any breach of your representations and warranties set forth in these Terms; (4) your violation of the rights of a third party; or (5) any overt harmful act toward any other user of the Service.

9. Dispute Resolution and Governing Law

Governing Law: These Terms and your use of the Service are governed by and construed in accordance with the laws of the applicable jurisdiction, without regard to its conflict of law principles.

Binding Arbitration: Any dispute arising from or relating to the subject matter of these Terms shall be finally settled by binding arbitration in accordance with standard international arbitration rules. By agreeing to these terms, you waive your right to participate in a class action lawsuit or class-wide arbitration.

10. Modifications and Termination

We reserve the right, in our sole discretion, to make changes or modifications to these Terms at any time and for any reason. We will alert you about any changes by updating the "Last Updated" date of these Terms.

We may terminate or suspend your account and bar access to the Service immediately, without prior notice or liability, under our sole discretion, for any reason whatsoever and without limitation, including but not limited to a breach of the Terms.