Terms of Service

1. Who's who

• WarehouseOPS (the "Platform") is the software: its code, databases and data structures, screens, workflows, reports, dashboards, AI agents and documentation.
• The Provider owns and licenses the Platform. The Provider is currently zeroUV. The Platform may be transferred to a separate WarehouseOPS company; if so, that company becomes the Provider under these Terms, and we will say so here or in the app.
• zeroUV (the "Administrator") operates the warehouse and provides the receiving, storage, fulfilment, shipping and billing services. It sets up and administers accounts, decides who has access, and is the party Clients contract with for those services.
• The Client is the company that engages zeroUV for warehouse services (for example a management company or label), together with the brands, labels, artists and talent it represents (the "Brands").
• You are the individual using the Platform. If you use it for a Client, you confirm you are authorized to accept these Terms for that Client, and the Client is bound by them and responsible for every account it invites or controls. zeroUV team members are also bound by their own employment or contractor agreements; where those are stricter, they apply.

"We" and "us" mean the Provider and the Administrator, each for its own role as described in these Terms.

2. License (Provider)

The Provider grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable right to use the Platform through its web and mobile interfaces, only for warehouse work and records related to your role or to the Client's business with zeroUV, and only through the access the Administrator gives you. All rights not expressly granted are reserved by the Provider.

3. Ownership and intellectual property (Provider)

The Platform, including its software, code, databases and data structures, screens, layouts, designs, workflows, reports and report formats, dashboards, documentation, templates, AI agents and prompts, and the name and logo "WarehouseOPS", is owned by the Provider and protected by intellectual property laws. The name and logo "zeroUV", and zeroUV's rate cards, pricing and service documents, are owned by zeroUV. Nothing in these Terms transfers any of it to you. If you send us suggestions or feedback, we may use them freely without obligation to you.

4. Brands, artists and other third-party content

The Platform displays names, trademarks, logos, artwork, artist and talent names and images, product names, product photos and other media that belong to Clients, their Brands and other third parties ("Third-Party Content").

• Why it is there. Third-Party Content is shown only to signed-in, authorized users, and only to give the Client access to its own goods and records, and to run and streamline the warehouse, fulfilment, shipping and reporting work zeroUV does for that Client (for example, so staff can recognize, find, pick and pack the right product quickly and accurately).
• Who owns it. All Third-Party Content remains the property of its respective owners. Its appearance in the Platform does not mean that the Provider or zeroUV owns it, or that its owner sponsors, endorses or is affiliated with WarehouseOPS or zeroUV, and it gives you no right to use it.
• Permission from Clients. Each Client grants the Administrator and the Provider a non-exclusive, royalty-free license to use, copy and display the names, logos, artwork, photos and other content that it or its users provide, or that identify its or its Brands' products, solely to operate the Platform and perform services for that Client (for example on labels, packing lists, reports, dashboards, shipments and invoices), for as long as zeroUV provides those services and afterwards only as needed to keep business records.
• Authority from Brands. The Client confirms that it owns that content, or has the authority of each Brand, artist or other owner it represents to grant this license, and that it will tell zeroUV promptly if that authority ends.
• Reference images. Product images that the Platform finds automatically, such as from a Client's or Brand's own online store or a web search, are used only as an internal reference to identify that Client's own products, and are replaced or removed on request.
• Your use. You will not copy, download, publish or use Third-Party Content outside the Platform except as its owner allows.
• Concerns and removal. If you believe something in the Platform infringes your rights, email viet@zerouv.com with the content and your claim. We will review it and remove or restrict it promptly where appropriate.

5. Confidentiality

Information you see in the Platform that is not public is confidential. That includes how the Platform works, its features and screens (the Provider's confidential information), and zeroUV's pricing, rate cards, quotes and invoices, internal notes, and any information about other Clients, Brands, artists, shipments or inventory (zeroUV's confidential information). You will use it only to work with zeroUV, will not disclose it to anyone outside your organization (or, for team members, outside zeroUV) without written permission, and will protect it with at least reasonable care. This obligation continues after your access ends for as long as the information remains confidential.

6. Accounts and security (Administrator)

• zeroUV creates, changes and removes accounts and decides what each account can see. Accounts are for named individuals and sign in with Google. Do not share your account or sign-in, and do not let anyone else use the Platform under your name.
• You are responsible for activity under your account. Tell zeroUV at once at viet@zerouv.com if you believe it has been used without authorization.
• A Client's administrators may invite and remove members of their organization and are responsible for keeping that list current.
• Links the Platform sends for a specific purpose (for example quote approval, payment, tracking or report links) are for their intended recipients. Do not post or forward them publicly.

7. Acceptable use (Provider)

You will not, and will not help anyone else to:

• access data, accounts, Brands or features you have not been given access to, or test, probe or bypass any security, permission or role control;
• copy, frame, mirror, scrape, crawl or download the Platform or its data by automated means (bots, scripts or other tools), except through integrations approved in writing;
• copy, reverse engineer, decompile or disassemble the software, or attempt to derive its source code, structure or workflows;
• use the Platform, or information obtained from it, to build, train or improve a competing product or service, or to benchmark it for that purpose;
• resell, rent, sublicense or provide the Platform to anyone else;
• upload malware or content that is unlawful, infringing, or that you do not have the right to share;
• interfere with or overload the Platform, its integrations or the other people using it;
• use the Platform for anything other than legitimate warehouse, order, shipping and billing activity.

8. Client data (Administrator)

The Client keeps ownership of the records it and its users enter (its "Client Data"). zeroUV decides how Client Data is used to provide its services; the Provider hosts and processes it on zeroUV's behalf to run the Platform. The Client grants both a license to host, copy, process, display and transmit Client Data for those purposes. Aggregated or de-identified information about how the Platform is used may be used to run, secure and improve it. While the Client has access, and for 30 days after it ends, the Client may ask zeroUV for an export of its Client Data. After that it may be deleted, except where records must be kept for legal, tax or accounting reasons. Personal information is handled as described in the Privacy Policy.

9. Records, inventory and billing (Administrator)

The Platform is the operating record of zeroUV's warehouse work. Counts, statuses and reports reflect the records at the time and may be corrected as work is audited; report anything that looks wrong promptly. The warehouse, fulfilment and delivery services themselves, their prices, and responsibility for the goods zeroUV handles are governed by the Client's services agreement with zeroUV and the rate cards and quotes it refers to, not by these Terms. If those conflict with these Terms, the services agreement controls.

10. AI-assisted features (Provider)

Some features use artificial intelligence, such as the WarehouseOPS assistant ("Jenn"), the in-app agent, email drafting, and automatic suggestions. Their output can be incomplete or wrong. Review it before you rely on it; it is not legal, tax or financial advice. Content you send to these features is processed by our AI providers to produce the response, as described in the Privacy Policy.

11. Third-party services

The Platform relies on third-party services, including Google (Firebase hosting, database, sign-in and Workspace), Intuit QuickBooks Online (invoicing), ShipStation and parcel carriers (shipping), Resend and Google (email), Twilio (text messages), Slack, and Anthropic (AI). Their own terms apply to them. Neither the Provider nor zeroUV is responsible for their availability or conduct.

12. Availability and changes to the Platform (Provider)

We work to keep the Platform available and accurate, but it is provided "as is" and "as available". The Provider may change, add, suspend or remove features at any time.

13. Disclaimer

To the fullest extent permitted by law, the Provider and zeroUV disclaim all warranties for the Platform, express, implied or statutory, including warranties of merchantability, fitness for a particular purpose, title and non-infringement, and any warranty that it will be uninterrupted, error-free or secure.

14. Limitation of liability

To the fullest extent permitted by law: (a) each of the Provider and zeroUV is responsible only for its own role under these Terms, and neither is liable for the acts or omissions of the other; (b) neither will be liable for any indirect, incidental, special, consequential, exemplary or punitive damages, or for lost profits, revenue, goodwill or data, arising from or related to the Platform or these Terms, even if advised of their possibility; (c) the total liability of the Provider and zeroUV together arising from or related to the Platform or these Terms will not exceed the fees the Client paid to zeroUV in the twelve (12) months before the event giving rise to the claim; and (d) within that amount, the Provider's liability for the Platform will not exceed the greater of the fees paid specifically for Platform access in that period or one hundred US dollars (US$100). Claims about the warehouse services or the goods zeroUV handles are governed by the Client's services agreement with zeroUV. These limits apply to all claims together and whatever the legal theory, and do not limit liability that cannot be limited by law.

15. Indemnity

The Client (or you, if you use the Platform other than for a Client) will defend and indemnify the Provider and zeroUV against claims, losses and costs, including reasonable attorneys' fees, arising from a breach of these Terms by you or the Client's users, or from content or data you or the Client provide, including any claim by a Brand or other owner of Third-Party Content.

16. Suspension and termination

zeroUV may suspend or end your access at any time, and the Provider may do so where the Platform or other users are at risk, immediately if we believe these Terms have been breached. When access ends, your license ends. Sections 3, 4, 5, 8 (export and retention), 13, 14, 15, 18 and 19 continue to apply.

17. Changes to these Terms

We may update these Terms. When we do, we will change the version above and ask you to agree to the new version in the app before you continue using it. If you do not agree, stop using WarehouseOPS. A change of Provider under section 1 or 19 is not a change that requires new acceptance.

18. Governing law and venue

These Terms are governed by the laws of the State of California, United States, without regard to conflict-of-law rules. Any dispute arising from or related to the Platform or these Terms will be brought exclusively in the state or federal courts located in Los Angeles County, California, and you, the Provider and zeroUV consent to their jurisdiction.

19. General

These Terms, the Privacy Policy and any services agreement between the Client and zeroUV are the entire agreement about the Platform. If a provision is found unenforceable, the rest remains in effect. Not enforcing a provision is not a waiver. You may not assign these Terms without written consent. The Provider may assign its rights and obligations under these Terms, together with the Platform, to an affiliate or to a successor that takes over the Platform (including a separate WarehouseOPS company), and zeroUV may assign its rights and obligations with its business, in each case without your further consent. The Provider and zeroUV may each enforce these Terms for their own role. Electronic acceptance of these Terms is binding.

20. Contact

• Accounts, access, your data and the warehouse services: zeroUV (Administrator), viet@zerouv.com.
• The Platform, these Terms and legal notices: the Provider, viet@zerouv.com.