Commercium

• Commercium helps businesses connect and automate systems — marketplaces, ERPs, shipping, fulfillment, and e-commerce channels.
• You own your data. We process it to provide the service.
• The platform depends on third-party systems and APIs.
• We aim to provide reliable service, but cannot guarantee uninterrupted or error-free operation.
• Your use of Commercium is subject to these Terms, applicable fees, and any order form or proposal agreed with you.

These Terms of Service ("Terms") govern your access to and use of Commercium, a software product owned and operated by ConstaCloud Private Limited, together with its affiliates including ConstaCloud LLC where applicable.

In these Terms, "ConstaCloud", "we", "us", or "our" refers to:

Unless a separate order form, invoice, proposal, or written agreement states otherwise, the primary contracting entity for Commercium shall be ConstaCloud Private Limited.

By accessing, using, subscribing to, or paying for Commercium, you agree to be bound by these Terms. If you do not agree, you must not use the service.

Depending on your location, payment method, tax requirements, or commercial arrangement, invoices may be issued by either:

Payment to either entity shall be treated as payment for the Commercium services.

Commercium is a Software-as-a-Service platform that provides e-commerce and business system integration services, including:

• Product synchronization
• Inventory and pricing updates
• Order management
• Shipping and fulfillment automation
• Marketplace integrations
• ERP, accounting, POS, warehouse, and logistics integrations
• Workflow automation and related services

We may modify, enhance, suspend, or discontinue features, integrations, workflows, or platform functionality from time to time.

Commercium integrates with third-party platforms including marketplaces, ERPs, accounting platforms, shipping providers, fulfillment providers, POS systems, APIs, and other external systems.

You acknowledge that:

• These systems are outside our control
• APIs, rules, data structures, permissions, pricing, and availability may change without notice
• Delays, errors, interruptions, or data inconsistencies may occur due to third-party systems

You agree to:

• Provide accurate and complete information
• Maintain correct system configurations
• Safeguard login details, API keys, tokens, and credentials
• Ensure you have authority to connect third-party accounts
• Comply with applicable third-party platform terms and policies
• Monitor business-critical outputs such as orders, inventory, pricing, stock levels, tracking, and financial data

You are responsible for validating business-critical data before acting on it.

While we strive to provide reliable synchronization, Commercium does not guarantee real-time, uninterrupted, or error-free data transfer. Data inconsistencies may occur due to:

• API delays, rate limits, network issues, or credential expiry
• Third-party platform issues or marketplace/ERP-side errors
• Platform policy changes or manual changes in connected systems
• Incorrect customer configuration

You remain responsible for reviewing and verifying important operational, financial, inventory, and order data.

Services are provided on a subscription, usage-based, project-based, or agreed commercial basis. You agree to pay all applicable fees as stated in the applicable invoice, order form, proposal, or subscription plan.

If payment is overdue, we may:

• Suspend access to Commercium
• Pause integrations or data sync
• Stop support or implementation work
• Terminate the service
• Withhold further work until outstanding amounts are cleared

We may suspend or terminate your access if:

• You violate these Terms
• You fail to pay fees when due
• You misuse the service
• There is a security, legal, or reputational risk
• You violate third-party platform terms
• The service becomes commercially or technically impractical

Upon termination: access may be revoked immediately, data is retained up to 30 days then deleted, and outstanding fees remain payable.

All software, systems, workflows, code, interfaces, documentation, designs, know-how, processes, templates, connectors, and technology related to Commercium are owned by or licensed to ConstaCloud.

You receive a limited, non-exclusive, non-transferable, revocable license to use Commercium during your active subscription or service term.

Standard subscriptions include predefined features, workflows, and integrations. The following may require additional fees:

• Custom workflows, new integrations, ERP-specific modifications
• Marketplace-specific changes or custom reports
• Historical data migration, backfilling, and reconciliation work
• Changes due to third-party API updates
• Additional marketplace or ERP instances
• Support beyond agreed scope

Unless expressly agreed in writing, such work is not included in standard subscription fees.

Commercium is provided on an "as is" and "as available" basis. To the fullest extent permitted by law, we disclaim all warranties, whether express, implied, statutory, or otherwise.

We do not guarantee:

• Uninterrupted service or error-free operation
• Compatibility with all systems
• Continuous availability of third-party APIs
• Specific business results
• Prevention of all data loss, overselling, pricing errors, order delays, or operational issues

To the fullest extent permitted by law, ConstaCloud's total aggregate liability shall not exceed the fees paid by you during the three months immediately preceding the claim.

ConstaCloud shall not be liable for:

• Loss of profits, revenue, business, or goodwill
• Loss of data or customers
• Marketplace suspension or third-party penalties
• Operational downtime or consequential damages

This limitation applies whether the claim is based on contract, tort, negligence, strict liability, statute, or any other legal theory.

ConstaCloud shall not be liable for any delay, interruption, or failure caused by events beyond its reasonable control, including natural disasters, acts of government, war or civil unrest, internet or telecom failures, cloud infrastructure outages, third-party API failures, cyberattacks, power failures, pandemics, or labor disputes.

During such events, affected obligations shall be suspended for the duration of the event and a reasonable recovery period thereafter.

You agree to indemnify, defend, and hold harmless ConstaCloud (including ConstaCloud Private Limited, ConstaCloud LLC, directors, officers, employees, contractors, and affiliates) from any claims, damages, losses, liabilities, penalties, costs, and expenses arising from:

• Your misuse of Commercium
• Incorrect configurations
• Unauthorized use of third-party accounts
• Violation of third-party platform terms
• Violation of applicable laws
• Data, content, or instructions provided by you
• Business decisions made based on synced or processed data

Your use of Commercium is also governed by our Privacy Policy and, where applicable, our Data Processing Addendum.

• You retain ownership of your data
• We process customer data to provide, maintain, secure, improve, and support Commercium
• We may use subprocessors, hosting providers, monitoring tools, support tools, analytics tools, and other service providers to deliver the service

We may update these Terms from time to time. Updated Terms will be published on our website or otherwise notified to you.

Continued use of Commercium after updated Terms become effective constitutes acceptance of the updated Terms.

For material changes, we may require explicit acceptance before continued use, renewal, configuration changes, support requests, or other service activity.

These Terms shall be governed by and interpreted in accordance with the laws of India, without regard to conflict-of-law principles.

• Disputes are first resolved through good-faith negotiation
• Then through arbitration under the Arbitration and Conciliation Act, 1996
• Seat of arbitration: Korba, Chhattisgarh, India — Language: English
• Exclusive jurisdiction: Courts in Korba, Chhattisgarh, India
• Invoicing by ConstaCloud LLC does not alter governing law or jurisdiction