Terms of Service

1. Definitions

• "Service" means the ItemGrid web application, API, and all related features and services operated by Bowman Ventures LLC.
• "Bowman Ventures," "we," "us," or "our" means Bowman Ventures LLC.
• "You" or "Customer" means the individual or organization that registers for or uses the Service.
• "Organization" means a workspace within ItemGrid representing a single business entity, created by an Owner and shared with invited team members.
• "User" means any individual who accesses the Service under an Organization account, including the Owner, Admins, and standard Users.
• "Customer Data" means all inventory data, item records, images, location data, and other content submitted to the Service by You or your Users.
• "Free Plan" means the no-charge tier of the Service with limited features as described on our website.
• "Pro Plan" means the paid subscription tier providing access to full Service features, billed on a per-user, per-month basis.

2. Eligibility & Account Registration

You must be at least 18 years of age and have the legal authority to enter into a binding agreement to use the Service. If you are using the Service on behalf of a business, you represent that you have authority to bind that business to these Terms.

You are responsible for maintaining the confidentiality of your account credentials and for all activity that occurs under your account. You agree to notify us immediately at support@itemgrid.com if you suspect unauthorized access to your account.

You may not create more than one Organization account per email address, impersonate any person or entity, or use the Service if you have been previously suspended or removed from the Service by us.

3. The Service

ItemGrid is a cloud-based inventory management platform that allows businesses to track items, manage multi-location inventory, generate QR codes, collaborate with team members, run reports, and optionally integrate with Shopify. The specific features available to you depend on your subscription plan.

We reserve the right to modify, suspend, or discontinue any aspect of the Service at any time. We will provide reasonable advance notice of material changes that affect your use of the Service. We will not be liable to you or any third party for any modification, suspension, or discontinuation of the Service.

We may perform scheduled or emergency maintenance on the Service. We will make reasonable efforts to minimize disruption and communicate planned downtime in advance.

4. Subscriptions & Billing

4.1 Plans

ItemGrid is available on two plans:

• Free Plan: Includes one location, one user, and core inventory features. No credit card required.
• Pro Plan: Includes unlimited locations, unlimited team members, and all features. Billed at the per-user, per-month rate published on our pricing page at the time of subscription.

4.2 Billing

Pro Plan subscriptions are billed monthly through Stripe, our third-party payment processor. By subscribing to the Pro Plan, you authorize us to charge your payment method on a recurring monthly basis until you cancel. All fees are in U.S. dollars unless otherwise stated.

Your subscription is billed based on the number of active users in your organization at the time of billing. Adding team members may increase your monthly charge. Removing users may reduce future charges but does not result in a prorated credit for the current billing period.

4.3 Free Trial

We may offer a free trial of the Pro Plan at our discretion. At the end of a free trial, your account will automatically convert to a paid subscription unless you downgrade or cancel before the trial ends.

4.4 Cancellation

You may cancel your Pro Plan subscription at any time through the Billing section of your account settings, which directs you to the Stripe Customer Portal. Cancellation takes effect at the end of your current billing period. You retain access to Pro Plan features until the period ends. We do not provide refunds for partial months.

4.5 Price Changes

We reserve the right to change our pricing at any time. We will provide at least 30 days' notice of any price increase by email to the Organization Owner. Continued use of the Service after the effective date of a price change constitutes acceptance of the new pricing.

4.6 Taxes

Prices do not include applicable taxes. You are responsible for any sales tax, VAT, GST, or other applicable taxes on your subscription fees. If we are required by law to collect such taxes, they will be added to your invoice.

4.7 Failed Payments

If a payment fails, we will notify you and retry the charge. If payment remains outstanding after reasonable retry attempts, we reserve the right to suspend or downgrade your account to the Free Plan until payment is resolved.

4.8 Billing Outside Shopify

ItemGrid's subscription billing is processed directly by Bowman Ventures LLC through Stripe and is not managed through the Shopify Billing API. When you install ItemGrid from the Shopify App Store, there is no charge applied through Shopify. All paid plan subscriptions are initiated and managed on the ItemGrid platform itself. For more information, see our Billing Information page.

5. Shopify Integration

ItemGrid offers an optional integration with the Shopify platform. By connecting your Shopify store, you authorize ItemGrid to access product and inventory data via the Shopify API. You must have a valid Shopify account and comply with Shopify's Terms of Service to use this feature.

The Shopify integration is provided as-is and we make no guarantees about sync accuracy, timeliness, or availability. You are responsible for verifying that synced data is accurate in both platforms. We are not responsible for any inventory discrepancies or losses resulting from sync errors.

You may disconnect the Shopify integration at any time. Disconnecting will stop future syncs but will not delete previously synced inventory data within ItemGrid.

6. Acceptable Use

You agree not to use the Service to:

• Violate any applicable local, state, national, or international law or regulation
• Infringe upon the intellectual property rights of any third party
• Upload, transmit, or store malicious code, viruses, or harmful content
• Attempt to gain unauthorized access to the Service, other accounts, or related systems
• Interfere with or disrupt the integrity or performance of the Service
• Use automated means to scrape, crawl, or extract data from the Service beyond what is provided by our API
• Resell, sublicense, or provide access to the Service to third parties without our written permission
• Use the Service to store or manage items that are illegal to possess, sell, or transport in your jurisdiction
• Impersonate any other person or entity or misrepresent your affiliation with any organization

We reserve the right to suspend or terminate any account that we reasonably believe is in violation of this Acceptable Use Policy, without notice where the violation is severe or ongoing.

7. Data Ownership & License

Your Data is Yours. You retain full ownership of all Customer Data you submit to the Service. We do not claim any intellectual property rights over your inventory data, item records, images, or other content.

By using the Service, you grant Bowman Ventures a limited, non-exclusive, worldwide license to store, process, and display your Customer Data solely as necessary to provide and operate the Service. This license ends when you delete the data or close your account.

We will not access, use, or share your Customer Data except to provide the Service, comply with legal obligations, or as expressly described in our Privacy Policy.

Data Export. You may export your inventory data at any time using the CSV export feature. Upon request at account closure, we will provide a data export within 30 days.

8. Intellectual Property

The Service, including all software, user interfaces, design, text, graphics, and logos, is owned by Bowman Ventures LLC and protected by applicable intellectual property laws. The ItemGrid name, logo, and branding are trademarks of Bowman Ventures LLC. Nothing in these Terms grants you any license to use our trademarks or branding.

If you provide us with feedback, suggestions, or ideas regarding the Service, you grant us a perpetual, irrevocable, royalty-free license to use and incorporate such feedback into the Service without any obligation to compensate you.

9. Confidentiality

Each party agrees to keep confidential any non-public information disclosed by the other party that is designated as confidential or that reasonably should be understood to be confidential. This obligation does not apply to information that is or becomes publicly known through no breach of this agreement, is independently developed, or is required to be disclosed by law.

We treat all Customer Data as confidential and will not disclose it to third parties except as described in our Privacy Policy.

10. Disclaimer of Warranties

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY. TO THE FULLEST EXTENT PERMITTED BY LAW, BOWMAN VENTURES EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE. WE ARE NOT RESPONSIBLE FOR ANY LOSS OR DAMAGE RESULTING FROM YOUR RELIANCE ON THE SERVICE FOR CRITICAL BUSINESS OPERATIONS. YOU ARE RESPONSIBLE FOR MAINTAINING YOUR OWN BACKUP OF INVENTORY RECORDS.

11. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL BOWMAN VENTURES LLC, ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF DATA, LOSS OF GOODWILL, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATED TO YOUR USE OF OR INABILITY TO USE THE SERVICE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

OUR TOTAL CUMULATIVE LIABILITY TO YOU FOR ANY CLAIMS ARISING UNDER THESE TERMS SHALL NOT EXCEED THE GREATER OF (A) THE AMOUNT YOU PAID TO US IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS ($100).

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN WARRANTIES OR LIABILITY, SO THE ABOVE LIMITATIONS MAY NOT FULLY APPLY TO YOU.

12. Indemnification

You agree to indemnify, defend, and hold harmless Bowman Ventures LLC and its officers, directors, employees, and agents from and against any claims, liabilities, damages, judgments, awards, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) your use of the Service in violation of these Terms; (b) your Customer Data; (c) your violation of any third-party right, including intellectual property rights; or (d) your violation of any applicable law.

13. Termination

By You: You may terminate your account at any time by contacting us or using the account deletion feature in your settings. Upon termination, your access to the Service will cease and your data will be deleted in accordance with our Privacy Policy.

By Us: We may suspend or terminate your account and access to the Service immediately, without prior notice, if: (a) you materially breach these Terms; (b) we are required to do so by law; (c) you have not used the Service for an extended period and we provide advance notice; or (d) continuing to provide the Service would create legal or regulatory risk for us.

Upon termination, Sections 7 (Data Ownership), 8 (Intellectual Property), 10 (Disclaimer), 11 (Limitation of Liability), 12 (Indemnification), 14 (Disputes), and 15 (General Provisions) shall survive.

14. Dispute Resolution

Informal Resolution: Before initiating any formal dispute, you agree to contact us at legal@itemgrid.com and attempt to resolve the dispute informally. We will attempt to respond within 30 days.

Governing Law: These Terms are governed by the laws of the United States and the State of Delaware, without regard to conflict of law principles.

Arbitration: Any dispute, claim, or controversy arising out of or relating to these Terms or the Service that cannot be resolved informally shall be resolved by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. The arbitration shall be conducted in English. Judgment on the arbitration award may be entered in any court having jurisdiction.

Class Action Waiver: You agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated, or representative action.

Exception: Notwithstanding the arbitration provision, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect intellectual property rights or prevent irreparable harm.

15. General Provisions

• Entire Agreement: These Terms, together with our Privacy Policy, constitute the entire agreement between you and Bowman Ventures regarding the Service and supersede all prior agreements.
• Modifications: We may update these Terms at any time. We will provide at least 14 days' notice of material changes via email or in-app notification. Continued use after the effective date constitutes acceptance.
• Waiver: Our failure to enforce any provision of these Terms shall not constitute a waiver of our right to enforce it in the future.
• Severability: If any provision of these Terms is found to be unenforceable, it will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will continue in full force.
• Assignment: You may not assign these Terms or your account without our written consent. We may assign these Terms in connection with a merger, acquisition, or sale of assets.
• Force Majeure: We will not be liable for any failure or delay in performance resulting from causes beyond our reasonable control, including natural disasters, acts of government, labor disputes, or internet infrastructure failures.
• No Third-Party Beneficiaries: These Terms are for the benefit of you and Bowman Ventures only and do not create any third-party beneficiary rights.

16. Contact

For questions about these Terms of Service, please contact:

• Company: Bowman Ventures LLC
• Product: ItemGrid
• Email: legal@itemgrid.com
• Website: itemgrid.com