CrateHQ Terms of Service

Last Updated: May 16, 2026

These Terms of Service ("Terms") govern your access to and use of the CrateHQ platform, software, and related services (the "Service"), provided by Vinay Padmanabhi, doing business as CrateHQ ("CrateHQ", "we", "us", or "our"). By accessing or using the Service, you ("Customer", "you", or "your") agree to these Terms.

1. Acceptance of Terms

By accessing or using the Service, you agree to be bound by these Terms and our Privacy Policy. If you do not agree, do not use the Service.

If you are using the Service on behalf of an entity, you represent that you have the authority to bind that entity, and "you" refers to both you individually and that entity.

If you have entered into an Order Form with us, the terms of that Order Form supplement these Terms. In the event of conflict, the Order Form controls.

2. The Service

CrateHQ provides a wholesale ordering platform that integrates with merchants' Shopify and Square point-of-sale systems, QuickBooks accounts, and shipping platforms to enable business-to-business ordering by their wholesale customers. CrateHQ is not a payment processor and does not process payments on behalf of merchants or their wholesale customers.

CrateHQ may modify the Service from time to time. We will notify you of material changes that adversely affect functionality.

3. Account Registration

You must register for an account to use the Service. You are responsible for:

Maintaining the confidentiality of your account credentials
All activities that occur under your account
Notifying us promptly of unauthorized access
Ensuring information you provide is accurate and current

4. Customer Obligations

You agree not to:

Use the Service for unlawful purposes
Attempt to reverse engineer, decompile, or disassemble the Service
Resell or sublicense the Service without written consent
Use the Service to send spam or transmit malicious code
Interfere with or disrupt the Service's operation
Access the Service through automated means (bots, scrapers) without consent
Use the Service to develop a competing product

You are responsible for the content of communications sent through the Service and for ensuring you have all required consents to contact wholesale customers and other recipients.

5. Fees and Payment

Pricing is set forth in your Order Form. Unless otherwise stated:

Subscription fees are billed monthly via Stripe on the invoice date
Setup fees are invoiced upon completion of migration as defined in your Order Form
All fees are non-refundable except as specified in your Order Form
If automatic payment fails, Customer must update payment information promptly. We may suspend access if amounts remain unpaid 10 days after notice.
Customer is responsible for all applicable taxes (sales, use, VAT, etc.) other than taxes based on our net income.

6. Intellectual Property

CrateHQ retains all rights, title, and interest in the Service, including all software, designs, content, and trademarks. Nothing in these Terms transfers ownership of any intellectual property to you.

You retain all rights to data, content, and materials you provide to or through the Service ("Customer Data"). You grant us a limited, non-exclusive license to use Customer Data solely to provide the Service to you.

We may use feedback, suggestions, requests, and aggregated, de-identified data and learnings from your use of the Service to improve, develop, market, and operate the Service, provided we do not disclose your Confidential Information or identifiable Customer Data.

7. Data and Privacy

Our handling of personal data is governed by our Privacy Policy.

You are responsible for ensuring that your collection, use, and sharing of Customer Data, including data of your wholesale customers, complies with all applicable laws (including data protection and privacy laws). You represent and warrant that you have the necessary rights and consents to share Customer Data with us.

7.1 Data Processing

When we process personal data on your behalf, we act as a service provider/processor. We will:

Process Customer Data only as necessary to provide the Service
Use commercially reasonable administrative, technical, and organizational safeguards designed to protect Customer Data against unauthorized access, loss, misuse, or disclosure
Notify you without undue delay after confirming a security incident involving unauthorized access to Customer Data, and provide reasonable information and cooperation regarding the incident
Delete or return Customer Data upon termination, subject to the export period specified in your Order Form, except where retention is required by law
Backup copies may persist for up to 90 days after deletion before being overwritten

7.2 Subprocessors

You authorize us to use third-party service providers and subprocessors as necessary to provide the Service, including hosting infrastructure, payment processing for CrateHQ's own subscription billing (Stripe), email delivery, analytics, customer support tools, logging, and connected integrations (Shopify, Square, QuickBooks, ShipStation). Vendor remains responsible for its subprocessors' handling of Customer Data as required by these Terms, but Vendor is not responsible for the availability, reliability, functionality, or independent acts of third-party platforms connected by Customer.

8. Confidentiality

Each party agrees to protect the other's Confidential Information using reasonable care, not to disclose it to third parties except as required to perform under these Terms or as required by law, and to use it only for the purposes of these Terms.

"Confidential Information" includes business, technical, and financial information that a reasonable person would consider confidential. It does not include information that is publicly available, independently developed, or required to be disclosed by law.

This obligation survives termination for 3 years.

9. Third-Party Services

The Service integrates with third-party services such as Shopify, Square, QuickBooks, and ShipStation. Your use of those services is subject to their respective terms of service. We are not responsible for the availability, reliability, or behavior of third-party services.

10. Warranties and Disclaimers

We warrant that we will provide the Service with reasonable care and skill, and as set forth in any service level commitments in your Order Form.

EXCEPT AS EXPRESSLY STATED IN THESE TERMS OR YOUR ORDER FORM, THE SERVICE IS PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE BEYOND ANY EXPRESS SLA COMMITMENTS IN YOUR ORDER FORM.

11. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, CRATEHQ'S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS IS LIMITED TO THE FEES PAID BY YOU TO US IN THE 12 MONTHS PRECEDING THE CLAIM.

CUSTOMER'S TOTAL LIABILITY IS SIMILARLY LIMITED, EXCEPT FOR (i) PAYMENT OBLIGATIONS, (ii) MISUSE OF THE SERVICE, (iii) VIOLATION OF LAW, (iv) INFRINGEMENT OR MISAPPROPRIATION OF CRATEHQ IP, (v) BREACH OF CONFIDENTIALITY, AND (vi) INDEMNIFICATION OBLIGATIONS, WHICH ARE NOT SUBJECT TO THE LIABILITY CAP.

NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, EVEN IF ADVISED OF THE POSSIBILITY.

12. Indemnification

You agree to indemnify, defend, and hold CrateHQ harmless from any third-party claims, damages, liabilities, or expenses (including reasonable attorneys' fees) arising from:

Your use of the Service in violation of these Terms or applicable law
Your Customer Data
Your wholesale customers' actions
Your violation of third-party rights

We will indemnify you against third-party claims that the Service infringes a U.S. copyright or trademark, except to the extent the claim arises from your modifications, combinations with other products, or use outside the scope of these Terms. Our sole obligation for an infringement claim is, at our option, to procure the right to continue using the Service, modify the Service, replace the Service, or terminate the affected Service and refund prepaid unused fees.

Vendor's indemnification obligations are subject to the limitation of liability in Section 11.

13. Termination

Either party may terminate as set forth in your Order Form.

We may terminate or suspend your access immediately if you materially breach these Terms and fail to cure within 10 days of notice.

Upon termination:

Your access to the Service ends
We will retain your Customer Data for 30 days to allow export
Sections 6, 7, 8, 11, 12, 14, and 15 survive termination

14. Modifications to Terms

We may modify these Terms by providing 30 days notice via email or in-product notification. Continued use of the Service after the effective date constitutes acceptance of the modified Terms.

However, no modification to these Terms will alter the pricing, term, service commitments, liability allocation, or other express terms of an executed Order Form unless agreed in writing by both parties.

15. Governing Law and Disputes

These Terms are governed by the laws of the State of California, without regard to conflict of laws principles. Any dispute arising under these Terms will be resolved in the state or federal courts located in Santa Clara County, California.

16. Force Majeure

Neither party is liable for delays or failures due to circumstances beyond reasonable control, including natural disasters, government action, war, civil unrest, internet outages, or third-party service provider failures.

17. Assignment

Neither party may assign these Terms without the other's written consent, except that we may assign in connection with a merger, acquisition, sale of assets, or formation of a successor entity to operate the CrateHQ business.

18. General

These Terms, together with your Order Form and the Privacy Policy, constitute the entire agreement between us regarding the Service. They supersede all prior agreements.

If any provision is held unenforceable, the remaining provisions remain in effect.

Failure to enforce any right is not a waiver of that right.

Notices to us should be sent to vinay@cratehq.ai. Notices to you will be sent to the email address on file for your account.

19. Contact

For questions about these Terms:

Vinay Padmanabhi, doing business as CrateHQ Email: vinay@cratehq.ai