Terms of Service

These Terms of Service ("Terms") are an agreement between OrderDen, LLC, a Tennessee limited liability company ("OrderDen," "we," "us"), and the business that creates an OrderDen account ("Customer," "you"). They govern your use of the OrderDen website, web application, client portal, public order forms, API and related services (the "Service").

By creating an account, checking the box at sign-up, or using the Service, you agree to these Terms and to our Privacy Policy. If you're accepting for a business, you confirm that you have authority to bind that business, and "you" means the business.

Please read section 17 (limitation of liability) and section 20 (disputes, including a jury trial waiver) carefully.

1. Who can use OrderDen

The Service is for business use only. To use it, you must:

• be at least 18 years old;
• be a business, or an individual acting for a business, including a sole proprietor;
• be located in the United States; and
• give accurate account information and keep it up to date.

The Service is not offered for personal, family or household use.

2. Key terms

• Workspace: your business's account in OrderDen.
• Team Members: people you invite into your Workspace.
• Clients: your own customers who interact with you through the Service, for example by submitting an order form, viewing an invoice, or signing into your client portal.
• Customer Data: information you, your Team Members or your Clients submit to the Service, including client details, orders, quotes, invoices, inventory data and uploaded files.
• Third-Party Services: services from other companies that you connect to OrderDen, such as Stripe, PayPal, Google, Microsoft, Dropbox and shipping carriers.

3. Your account

You're responsible for all activity in your Workspace, including actions by your Team Members, and for keeping sign-in credentials secure. We strongly recommend two-factor authentication. Tell us promptly at [email protected] if you suspect unauthorized access.

The Workspace owner controls the Workspace, including billing, Team Member access and deletion. If there's a dispute over who controls a Workspace, we may rely on our records of the account owner and the billing contact.

4. Plans, billing and renewal

Free tier. OrderDen offers a free plan with limited features and usage. We may change what the free plan includes at any time.

Paid plans. Paid plans are billed in advance, monthly or annually, through Stripe. Paid plans renew automatically at the end of each billing period, at the then-current price, until you cancel. By choosing a paid plan, you authorize us to charge your payment method for each renewal and for any other charges you incur, such as shipping labels.

Price changes. We may change prices. We will give you at least 30 days' notice before a price change applies to you, and it takes effect at your next renewal after the notice period. If you don't agree, you can cancel before the renewal.

Taxes. Prices don't include taxes. You're responsible for applicable sales, use and similar taxes, which we'll add to your invoice where required.

Failed payments. If a payment fails and isn't fixed within a reasonable time after we notify you, we may move your Workspace to the free tier.

Plan limits. Each plan has limits on features and usage, described on our pricing page. If you exceed your plan's limits, we may ask you to upgrade or limit the affected features.

5. Cancellation and refunds

Canceling. You can cancel a paid plan at any time in Settings. Cancellation stops the next renewal. You keep paid features until the end of the period you've paid for, and then your Workspace moves to the free tier. Your data stays in place.

14-day refund window. You can request a full refund of any subscription payment, monthly or annual, including renewals, within 14 days after the charge. Refunds in this window are self-service in Settings and don't require a reason. A refunded payment ends the paid period it covered, and your Workspace moves to the free tier right away.

After 14 days, subscription payments are non-refundable. We may choose to issue a refund or credit in a particular case, but doing so doesn't obligate us to do it again.

Shipping labels are not covered by the refund window. Label refunds are governed by section 10.

6. Customer Data

You own your data. As between you and OrderDen, you own Customer Data. You grant OrderDen a limited license to host, store, copy, transmit, display and process Customer Data only as needed to provide, secure and support the Service, and as required by law.

We act on your behalf. For personal information within Customer Data, OrderDen acts as your service provider and processor. We will:

• process it only to provide the Service to you, following your instructions as expressed through your use of the Service, and as required by law;
• not sell it, share it for targeted advertising, or use it for any purpose outside our business relationship with you;
• not combine it with personal information we receive from other sources, except as allowed by law to provide the Service;
• require our service providers to protect it under written obligations at least as protective as these;
• use reasonable security measures appropriate to the nature of the data;
• notify you without undue delay after confirming a security breach affecting it;
• help you respond to your Clients' privacy requests, to the extent you can't do so using the Service; and
• delete it as described in section 15 and our Privacy Policy.

Your responsibilities. You're responsible for Customer Data and for your dealings with your Clients. That includes:

• having the rights and permissions needed to put Customer Data into the Service and to have us process it;
• giving your Clients any privacy notice the law requires, and honoring their requests;
• the emails, invoices and messages you send through the Service, including compliance with anti-spam laws; and
• the accuracy of your invoices, prices, taxes and records.

Staff access. Our staff may access your Workspace, including by signing in as a user, only to provide support, investigate and fix problems, protect the security of the Service, or comply with law.

Aggregate data. We may create aggregated, de-identified information from use of the Service (for example, counts of how many Workspaces use a feature) and use it to operate and improve the Service. It won't identify you, your Team Members or your Clients.

Backups and export. You can export your data from the Service. You're responsible for keeping your own copies of anything you can't afford to lose.

7. Client portal and order forms

You can let your Clients submit orders, upload files, view invoices and status pages, and sign into a client portal. You're responsible for how you use these features and for your relationship with your Clients. Your Clients' use of the Service on your behalf is subject to section 11 (acceptable use), and you're responsible for their compliance with it. We may show "Powered by OrderDen" or similar attribution on Client-facing pages.

OrderDen isn't a party to any transaction between you and your Clients. We aren't responsible for your products, services, pricing, delivery, quality or any dispute with a Client.

8. Payments from your Clients

OrderDen lets you connect your own Stripe or PayPal account so you can send invoices and collect payment from your Clients. When you do:

• OrderDen is not a payment processor, bank or money transmitter. Payments go directly from your Clients to your account with that provider. We never receive, hold or transfer those funds.
• We send instructions (such as creating an invoice or payment link) to your provider on your behalf, based on what you set up in OrderDen.
• Your relationship with Stripe or PayPal is governed by your agreement with them. Their fees, payout schedules, holds, reserves and account decisions are between you and them.
• You're responsible for refunds, chargebacks, disputes and taxes on payments from your Clients.
• We don't currently charge a fee on payments you collect this way. If that changes, we'll give you at least 30 days' notice before any such fee applies.

You can also add payment links from other platforms to your invoices. Those platforms are Third-Party Services.

9. Third-Party Services

You can connect Third-Party Services, such as Google, Microsoft, Dropbox, Stripe and PayPal. By connecting one, you authorize us to access and exchange information with it as needed for the features you use. Your use of each Third-Party Service is governed by its own terms and privacy policy.

We don't control Third-Party Services and aren't responsible for their availability, changes, security or actions. If a Third-Party Service changes or discontinues its API, related OrderDen features may change or stop working. Disconnecting a Third-Party Service may disable features that depend on it.

10. Shipping services

You can buy shipping labels in OrderDen in one of two ways.

With your own shipping account. You can connect your own account with a supported shipping partner (such as EasyPost, Easyship or Shippo). Labels are bought on that account, at the rates you have with that partner, and the partner charges you directly. OrderDen charges no fee for this and never handles the money. Your agreement with that partner governs the account, its charges, adjustments and refunds, and it is a Third-Party Service under section 9.

Through OrderDen's shipping service. If we offer it, you can instead buy labels through OrderDen's accounts with our shipping partners and carriers, and you pay OrderDen for them. The points below apply to labels bought this way.

• Pricing. The price shown for a label includes OrderDen's fees for the service. It may differ from the rate we pay, carrier retail rates, or rates you could get elsewhere. We charge your payment method on file when you buy a label.
• Adjustments. If a carrier charges more after the fact (for example, for a corrected weight, dimensions or address), we'll charge you that amount [plus any disclosed adjustment fee].
• Refunds for unused labels. You can request a refund for an unused label within the time allowed by the carrier and our shipping partner. We'll refund the label cost when and to the extent our shipping partner refunds us. [OrderDen's service fee on refunded labels is / is not refundable.]

Either way:

• Carrier terms. Each shipment is subject to the terms, rules and liability limits of the carrier that handles it (for example, USPS, UPS or FedEx). OrderDen is not a carrier or freight forwarder and doesn't handle your packages.
• Your responsibilities. You're responsible for accurate addresses, weights, dimensions and package contents; for proper packaging; and for complying with carrier rules and shipping laws, including restrictions on hazardous, prohibited or regulated items.
• Loss and damage. Claims for lost, delayed or damaged packages are subject to the carrier's rules and any insurance you buy. OrderDen isn't liable for carrier performance.

We share the shipping details needed to create and track labels with our shipping partners and carriers.

11. Acceptable use

You won't, and won't let your Team Members or Clients:

• use the Service for anything illegal, fraudulent or deceptive, or to sell goods or services that are illegal where they're sold or delivered;
• upload or share content that infringes someone else's intellectual property, privacy or other rights;
• send spam or unsolicited marketing through the Service;
• upload malware or attempt to disrupt, overload or break the Service, including through load testing or security testing without our written permission;
• access the Service by automated means other than our published API, or scrape it;
• get around usage limits, access controls or security measures;
• access another customer's data;
• reverse engineer the Service, except where the law prohibits this restriction; or
• resell or sublicense the Service, or use it to build a competing product.

12. API

If you use our API, keep your API keys confidential. You're responsible for all activity under them. We may set and change rate limits, and we may change or retire API versions with reasonable notice.

13. Beta features

We may offer features marked as beta, preview or early access. They may be incomplete, change, or be removed at any time. Beta features are provided as is, without any warranty or commitment.

14. OrderDen's property and feedback

OrderDen and its licensors own the Service, including its software, design, branding and documentation. These Terms give you a limited, non-exclusive, non-transferable right to use the Service during your subscription, subject to these Terms. We reserve all rights not expressly granted.

If you send us ideas or feedback, we may use them without any obligation to you.

15. Termination and deletion

By you. You can cancel a paid plan at any time (section 5). The Workspace owner can delete the account in Settings. Deletion is immediate and permanent. It removes the Workspace, all Team Member accounts, client portal accounts, Customer Data and uploaded files from our active systems. Remaining copies in backups are deleted within 6 months. Export anything you need before deleting.

By us. We may suspend or terminate your access, with notice where practical, if:

• you materially breach these Terms, including non-payment, and don't fix the breach after notice (or if the breach can't be fixed);
• your use creates a security, legal or fraud risk to OrderDen, other customers or third parties; or
• we're required to by law.

We may also stop offering the Service entirely with at least 60 days' notice, and refund any prepaid fees for the unused period.

Inactive free Workspaces. If a free Workspace has no sign-in activity for 12 months, we may delete it after at least 30 days' notice to the account owner's email.

Effect. When your access ends, your right to use the Service stops. Sections that by their nature should survive (including 6, 14, 16, 17, 18, 20 and 21) survive.

16. Disclaimers

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE." TO THE FULLEST EXTENT ALLOWED BY LAW, ORDERDEN DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. WE DON'T PROMISE THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE OR SECURE, OR THAT DATA WON'T BE LOST.

OrderDen doesn't provide tax, accounting, legal or financial advice. Calculations, templates and invoices in the Service are tools; you're responsible for checking them and for your own tax and legal compliance.

17. Limitation of liability

TO THE FULLEST EXTENT ALLOWED BY LAW:

(a) NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, DATA OR GOODWILL, EVEN IF ADVISED OF THEIR POSSIBILITY.

(b) ORDERDEN'S TOTAL LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE WILL NOT EXCEED THE GREATER OF (1) THE AMOUNTS YOU PAID ORDERDEN IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM, OR (2) $100.

These limits don't apply to your payment obligations or your obligations under section 18.

18. Indemnification

You will defend and indemnify OrderDen and its members, employees and agents against third-party claims, and related losses, damages and reasonable legal fees, arising from:

• Customer Data, or your use of it;
• your products, services and dealings with your Clients, including payments, refunds, shipments and disputes;
• your breach of these Terms or of law; or
• your use of Third-Party Services.

We'll notify you promptly of any claim, let you control the defense (except that you can't settle in a way that admits fault on our behalf or restricts us without our consent), and give reasonable cooperation at your expense.

19. Changes to these Terms

We may update these Terms. For material changes, we'll give account owners at least 30 days' notice by email or in the app before the changes take effect. Continuing to use the Service after the effective date means you accept the updated Terms. If you don't agree, you can cancel and, within the 30-day notice period, request a pro-rated refund of any prepaid fees for the remaining term.

20. Governing law and disputes

Try to resolve it first. Before filing a claim, each party agrees to contact the other and try in good faith to resolve the dispute informally for at least 30 days. Send notices to us at [email protected].

Governing law. These Terms are governed by the laws of the State of Tennessee, without regard to its conflict of laws rules.

Where disputes are heard. Any dispute arising out of or relating to these Terms or the Service will be brought exclusively in the state courts located in Cumberland County, Tennessee, or the United States District Court for the Middle District of Tennessee. Each party consents to personal jurisdiction there. Either party may bring an individual claim in small claims court if it qualifies, or seek injunctive relief in any court with jurisdiction to protect its intellectual property or confidential information.

JURY TRIAL WAIVER. EACH PARTY WAIVES ANY RIGHT TO A JURY TRIAL IN ANY ACTION ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE.

Time limit. Any claim must be filed within one year after it arises, or it's permanently barred, to the extent the law allows.

21. General

• Entire agreement. These Terms, the Privacy Policy and any terms you accept for specific features (such as an affiliate program) are the entire agreement between you and OrderDen about the Service. If they conflict, these Terms control unless the other terms say otherwise.
• Electronic notices. You agree to receive notices electronically. We'll send notices to the account owner's email address; you can send notices to [email protected].
• Assignment. You can't assign these Terms without our written consent. We may assign them in connection with a merger, acquisition or sale of assets.
• Force majeure. Neither party is liable for delays or failures caused by events beyond its reasonable control, such as outages of Third-Party Services or hosting providers, natural disasters or government action. This doesn't excuse payment obligations.
• Severability and waiver. If any part of these Terms is unenforceable, the rest stays in effect. Failing to enforce a provision isn't a waiver.
• Relationship. The parties are independent contractors. Nothing here creates a partnership, agency or employment relationship.
• Export and sanctions. You'll comply with US export control and sanctions laws in using the Service.

22. Contact

OrderDen, LLC
615 Peavine Firetower Rd
Crossville, TN 38571
[email protected]