01 The Services

Cobay provides a SaaS e-commerce operations platform covering order management, warehouse management, inventory management, shipping automation, post-purchase tracking, NDR handling, and returns management, along with integrations to third-party marketplaces, storefronts, and logistics providers (collectively, the "Services").

We may modify the Services from time to time, including adding, removing, or changing features. We will use reasonable efforts to notify you of material changes.

02 Account Registration

To use the Services, you must:

• Create an account with accurate and complete information
• Be at least 18 years of age and capable of forming a binding contract
• Keep your login credentials secure and confidential
• Be responsible for all activity that occurs under your account

You must notify us immediately at security@cobay.com of any unauthorized use or suspected breach.

03 Subscription, Trial & Billing

3.1 Plans

Access to the Services is subscription-based. Details of plans, features, and fees are set out on our Pricing page or in the order form you sign with us.

3.2 Free Trial

We may offer a free trial of up to 14 days (or such other period as we specify). At the end of the trial, you must subscribe to a paid plan to continue using the Services, or your account access will be limited.

3.3 Fees and Payment

• All fees are stated exclusive of applicable taxes (including GST), which will be added where required
• Subscription fees are billed in advance on the cycle stated in your plan (monthly or annually)
• Payments are non-refundable except as expressly stated in our Refund & Cancellation Policy
• You authorize us (or our payment processor) to charge your designated payment method on a recurring basis

3.4 Late Payment

If payment is overdue, we may suspend your access to the Services after reasonable notice. Overdue amounts may carry interest at the maximum rate permitted by law.

3.5 Renewal

Subscriptions renew automatically at the end of each billing cycle unless cancelled in accordance with our Refund & Cancellation Policy.

3.6 Price Changes

We may change fees on prospective renewals with at least 30 days' notice.

04 Customer Data & Ownership

4.1 Your Data

You retain all rights, title, and interest in and to the data you or your end-customers submit to the Services ("Customer Data"), including order, inventory, customer, and operational data.

4.2 License to Cobay

You grant Cobay a worldwide, non-exclusive, royalty-free license to host, process, transmit, and display Customer Data solely to provide and improve the Services, comply with law, and as otherwise permitted under our Data Processing Addendum.

4.3 Your Responsibilities

You represent and warrant that you have all necessary rights, consents, and legal bases to provide Customer Data to Cobay, and that the Customer Data does not violate any applicable law or third-party right.

05 Our Intellectual Property

The Services, including all software, designs, text, graphics, logos, and documentation, are owned by Cobay or its licensors. We grant you a limited, non-exclusive, non-transferable, revocable right to access and use the Services during your subscription, subject to these Terms.

You may not:

• Copy, modify, or create derivative works of the Services
• Reverse engineer, decompile, or disassemble the Services
• Resell, sublicense, or commercially exploit the Services
• Remove or alter any proprietary notices
• Use the Services to build a competing product or for benchmarking without our written consent

06 Acceptable Use

Your use of the Services is governed by our Acceptable Use Policy, which is incorporated into these Terms by reference.

07 Third-Party Services & Integrations

The Services integrate with third-party platforms (marketplaces, couriers, payment processors, communication tools, etc.). Your use of those third-party services is governed by their own terms, and Cobay is not responsible for their availability, accuracy, or performance.

08 Confidentiality

Each party agrees to protect the other's confidential information using the same degree of care it uses for its own (and at least reasonable care), and to use it only to perform under these Terms. Confidential information does not include information that is publicly known, independently developed, or rightfully received from a third party without restriction.

09 Service Availability & Support

We will use commercially reasonable efforts to keep the Services available. Planned maintenance, emergency maintenance, force majeure events, and issues caused by third-party providers may affect availability. Specific uptime commitments, if any, are set out in a separate Service Level Agreement.

10 Suspension & Termination

10.1 By You

You may cancel your subscription in accordance with our Refund & Cancellation Policy.

10.2 By Us

We may suspend or terminate your access if:

• You materially breach these Terms and fail to cure within 15 days of notice
• You fail to pay fees when due
• Your use poses a security or legal risk to us or others
• Required by law or government authority

10.3 Effect of Termination

On termination, your right to access the Services ends. We will make Customer Data available for export for 30 days, after which we may delete it. Sections that by their nature should survive (e.g., IP, confidentiality, indemnity, limitation of liability, governing law) will survive termination.

11 Disclaimer of Warranties

To the maximum extent permitted by law, the Services are provided "AS IS" and "AS AVAILABLE," without warranties of any kind, express or implied, including merchantability, fitness for a particular purpose, non-infringement, accuracy, or that the Services will be uninterrupted or error-free. You use the Services at your own risk.

12 Limitation of Liability

To the maximum extent permitted by law:

• Neither party will be liable for any indirect, incidental, special, consequential, punitive, or exemplary damages, including loss of profits, revenue, data, goodwill, or business opportunity
• Cobay's total aggregate liability will not exceed the fees paid by you in the 12 months immediately preceding the event giving rise to the claim

These limitations apply regardless of the form of action and even if a party has been advised of the possibility of such damages.

13 Indemnification

You agree to defend, indemnify, and hold harmless Cobay and its officers, directors, employees, and agents from and against any claims, damages, liabilities, costs, and expenses (including reasonable legal fees) arising out of or related to:

• Your Customer Data
• Your use of the Services in violation of these Terms or applicable law
• Your breach of any representation, warranty, or obligation under these Terms

14 Force Majeure

Neither party will be liable for any delay or failure to perform due to causes beyond its reasonable control, including acts of God, war, terrorism, riots, embargoes, natural disasters, internet outages, or governmental actions.

15 Governing Law & Dispute Resolution

These Terms are governed by the laws of India, without regard to conflict-of-laws principles. Subject to the arbitration clause below, the courts at Coimbatore, Tamil Nadu, India will have exclusive jurisdiction.

15.1 Arbitration

Any dispute that cannot be resolved amicably within 30 days shall be referred to arbitration under the Arbitration and Conciliation Act, 1996. Seat: Coimbatore, Tamil Nadu. Language: English. Tribunal: one arbitrator mutually appointed by the parties.

16 Changes to These Terms

We may update these Terms from time to time. We will notify you of material changes by email or through the Services at least 30 days before they take effect. Continued use after the effective date constitutes acceptance of the updated Terms.

17 General

• Entire agreement: These Terms, together with any policies and order forms referenced, form the entire agreement between you and Cobay regarding the Services
• Severability: If any provision is held unenforceable, the remaining provisions remain in full effect
• No waiver: Failure to enforce any right is not a waiver of it
• Assignment: You may not assign these Terms without our consent. We may assign them in connection with a merger, acquisition, or sale of assets
• Notices: We may send notices by email or through the Services. You may send notices to legal@cobay.com
• Relationship: The parties are independent contractors. No partnership, joint venture, agency, or employment relationship is created