Terms of Service | 2497 Inc.

By accessing, registering for or using any 2497 Inc. services (including enterprise consulting, ShelfPerks, ShelfPerks India, CoconutBills, R2OS or related platforms) (collectively, the "Services"), you ("User," "Merchant," "Client," "you" or "your") unconditionally accept these Terms of Service. This constitutes a legally binding agreement between you and 2497 Inc. and its affiliates ("Company," "we," "us" or "our"). If you do not agree, do not use the Services.

1. Acceptance & Eligibility

1.1 Who May Use the Services

To use the Services, you must:

• Be at least 18 years of age (or the age of majority in your jurisdiction);
• Possess the legal capacity to enter binding contracts;
• If representing a business, have the authority to bind that entity; and
• Comply with all applicable laws in your jurisdiction.

1.2 User Classification & Applicable Terms

Your use of the Services falls into one of the following categories, each governed by specific terms:

1.3 Geographic Scope

• Global Services: Enterprise consulting, R2OS and AI/ML services are available worldwide where permitted by law.
• ShelfPerks (Global): Available in the United States, Canada and select international markets.
• ShelfPerks India & CoconutBills: Available only to users and businesses operating within India, subject to compliance with Indian law.

1.4 Account Registration

• You must provide accurate, complete and current information during registration.
• You are responsible for maintaining account security and for all activities conducted under your account.
• We may request business verification documents (such as GSTIN, PAN or business licenses) at any time.
• We reserve the right to suspend accounts registered with inaccurate, fraudulent or unverifiable information.

2. Description of Services

2.1 Enterprise Technology Services

2497 Inc. provides specialized engineering and consulting services, including but not limited to:

• Salesforce Commerce Cloud implementation and migration;
• Enterprise ERP and data systems (SAP, Oracle and Snowflake);
• Custom software engineering (React, Node.js and APIs);
• AI and Machine Learning integration (Generative AI, MLOps and predictive analytics);
• Healthcare technology engineering (HIPAA-aligned systems and BGM/CGM data pipelines);
• Robotics and autonomous systems (R2OS platform and AMR integration); and
• DevOps, cloud infrastructure and quality assurance.

2.2 ShelfPerks Platform (Global)

ShelfPerks is a unified Store Operating System providing:

• Point-of-sale (POS) with offline capability;
• Real-time inventory management across locations;
• E-commerce storefront integration;
• Business intelligence and analytics;
• Payments processing (via third-party partners); and
• Customer loyalty and promotions.

2.3 ShelfPerks India & CoconutBills (India-Only)

Purpose-built for Indian businesses:

• GST-compliant invoicing and billing;
• Sales tracking and daily income management;
• Customer and supplier management;
• Multi-language support; and
• UPI and cash payment tracking.

2.4 R2OS Robotics Platform

A universal software layer for retail robotics:

• Virtual environment training for autonomous systems;
• Fleet management and telemetry;
• Edge AI decision-making capabilities; and
• Integration with ShelfPerks POS and inventory systems.

2.5 Service Availability

• Core Services require internet connectivity for registration, synchronization and updates.
• Offline functionality is limited and product-specific.
• We reserve the right to modify, suspend or discontinue any Service feature with reasonable notice.

3. License Grant & Intellectual Property

3.1 Limited License

Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable and revocable license to:

• Access and use the Services for your internal business operations;
• Install mobile applications on devices you own or control; and
• Use the Services solely within authorized geographic territories.

3.2 Ownership Rights

• Your Content: You retain ownership of all data, information and content you input into the Services ("User Content"). By submitting User Content, you grant us a worldwide, royalty-free license to use, store, process and display such content solely to provide, improve and promote the Services.
• Our Content: All rights in the Services (including source code, algorithms, interfaces, designs, documentation and intellectual property) remain the exclusive property of 2497 Inc. or its licensors. No ownership rights are transferred to you.

3.3 Trademarks

ShelfPerks™, R2OS™, CoconutBills™ and associated logos are trademarks of 2497 Inc. or ShelfPerks India Private Limited. You may not use these marks without express written permission, except to identify your use of the Services as permitted herein.

4. Data Privacy & Protection

4.1 Privacy Policy Incorporation

Our Privacy Policy (available at privacy.2497inc.com) is incorporated by reference and governs our collection, use and protection of personal data.

4.2 Jurisdiction-Specific Compliance

California Residents (CCPA/CPRA)

California residents have the right to:

• Know what personal information we collect and how it is used;
• Request access to or deletion of personal information;
• Opt out of the "sale" or "sharing" of personal information (we do not sell personal data for monetary consideration);
• Correct inaccurate personal information;
• Limit the use of sensitive personal information; and
• Receive notice of automated decision-making technology (ADMT) use, effective January 1, 2026.

To exercise these rights, contact privacy@2497inc.com or use the "Do Not Sell or Share My Personal Information" link in our footer. We respond to verified requests within 45 days. Businesses subject to the 2026 CCPA updates must conduct privacy risk assessments for high-risk processing activities.

Healthcare Data (HIPAA)

For healthcare-related Services:

• Access controls, audit logging and breach notification procedures comply with the HIPAA Security Rule.
• PHI Data Lifecycle: Upon termination of a healthcare engagement, we will, at your direction, either (a) return all PHI in a mutually agreed format or (b) securely destroy PHI and provide written certification of destruction, except where retention is required by law.
• You remain responsible for your own HIPAA compliance obligations as a covered entity or business associate.

European Users (GDPR)

For users in the European Economic Area:

• We process personal data pursuant to lawful bases under GDPR Article 6.
• Data transfers outside the EEA use Standard Contractual Clauses or other approved mechanisms.
• You have rights to access, rectification, erasure, restriction, portability and objection.
• Data retention periods align with purpose limitation principles; unused data is deleted after reasonable periods.

5. Payments, Subscriptions & Refunds

5.1 Fees and Billing

• You agree to pay all applicable fees, taxes (including GST where applicable) and charges as specified in your subscription plan or invoice.
• Fees are billed in advance and are non-refundable except as expressly stated herein.
• We use third-party payment processors (including Stripe, Razorpay, Apple and Google); your relationship with each processor is governed by its respective terms.

5.2 Subscription Management

Web-Based Subscriptions

• Manage via your account dashboard at http://grow.shelfperks.com, http://grow.shelfperks.in or product-specific portals.
• Cancel anytime; cancellation takes effect at the end of the current billing cycle.
• The unused portion of prepaid fees is credited (not refunded) upon downgrade.

Apple App Store Subscriptions (US/Canada/India)

• Managed through your Apple ID: Settings > [Your Name] > Subscriptions.
• Auto-renewal applies unless disabled at least 24 hours before the end of the current period.
• Refunds must be requested directly through Apple Support; we cannot process iOS refunds.

Google Play Store Subscriptions (US/Canada/India)

• Managed through Google Play: Account > Subscriptions.
• Auto-renewal applies unless disabled at least 24 hours before the end of the current period.
• Refunds must be requested directly through Google Play Support.

5.3 Refund Policy

• Web Subscriptions: Prorated credit for the unused portion upon downgrade; no refunds for one-time add-ons or cancellations due to Terms violation.
• App Store Purchases: Subject to Apple/Google refund policies; we have no control over platform refund decisions.
• Enterprise Contracts: Governed by separate Statements of Work; standard refund terms do not apply.

5.4 Failed Payments & Account Status

• Payment failures trigger retry attempts (typically three attempts over 3 to 7 days).
• After the failed-payment grace period, accounts may be downgraded to the Free tier with limited functionality.
• Full access is restored upon successful payment resolution.

6. Acceptable Use & Restrictions

6.1 Prohibited Activities

You may not:

• Reverse engineer, decompile, disassemble or attempt to derive source code of the Services;
• Use automated tools, scrapers, bots or scripts to access, monitor or extract data without authorization;
• Circumvent security features, access controls or usage limitations;
• Use the Services for illegal, fraudulent or unauthorized purposes;
• Process transactions for prohibited businesses (including gambling, adult content or illegal substances);
• Impose an unreasonable load on our infrastructure or disrupt service for other users;
• Share account credentials with unauthorized third parties; or
• Use our trademarks in a disparaging manner or without license.

6.2 Content Restrictions

You may not upload, transmit or process content that:

• Infringes intellectual property, privacy or publicity rights of others;
• Is defamatory, harassing, threatening or hateful;
• Contains malware, viruses or malicious code; or
• Violates applicable laws or regulations in your jurisdiction.

6.3 Prohibited Products/Services (For Merchants)

When using ShelfPerks or CoconutBills to sell goods or services, you may not offer:

• Items that infringe privacy or intellectual property rights;
• Pornographic, sexually explicit or violently offensive content;
• Illegal, stolen, fraudulent or counterfeit goods; or
• Products violating the platform policies of integrated payment processors.

7. Third-Party Services & Integrations

7.1 Payment Processors

The Services integrate with third-party payment providers, including Stripe, Razorpay, Fiserv, Helcim, Stax, Coinbase Commerce, Apple Pay and Google Pay. Your relationship with each processor is governed by its respective terms. We are not liable for payment failures, disputes or issues caused by third-party processors.

7.2 PCI DSS Compliance

• ShelfPerks relies on PCI DSS-compliant payment partners for cardholder data processing.
• We do not directly store, process or transmit payment card data on our systems.
• Your Responsibility: You must maintain your own PCI compliance for any systems, terminals or processes under your control that interact with payment card data. Consult your payment processor regarding your specific obligations.

7.3 Hardware & Cloud Partners

Integrations may include receipt printers, barcode scanners, POS terminals and cloud infrastructure providers. Use of these services is subject to their respective terms. We do not control their availability, performance or policies.

8. Term, Termination & Survival

8.1 Term

• Subscription Services: The term begins on registration and continues for the subscription period specified in your plan or invoice.
• Enterprise Engagements: The term is governed by a separate Statement of Work or Master Services Agreement.
• Free Tier: Indefinite term, subject to these Terms and our right to modify or discontinue free offerings.

8.2 Termination

By You: Cancel your subscription via your account dashboard or by contacting support. Enterprise contracts require written notice per the governing agreement.

By Us: We may suspend or terminate access if you:

• Breach these Terms or applicable law;
• Engage in fraudulent, illegal or unauthorized activity;
• Pose a security risk to our systems or other users;
• Fail to pay fees after reasonable notice and a grace period; or
• Are required to do so by law enforcement or a regulatory authority.

8.3 Effect of Termination

• Your license to use the Services terminates immediately.
• You must cease all use and delete any downloaded software.

Data Handling Upon Termination:

• Enterprise Clients: We will return or destroy your confidential data and PHI per your written instructions and applicable law (e.g., HIPAA, GDPR).
• Merchants: Business data export is available for 90 days post-termination; thereafter, data is anonymized or deleted per our retention policy.
• Individual Users: Account data is deleted within 30 days of termination, except where retention is required by law.

Sections regarding intellectual property, liability, indemnification, governing law and dispute resolution survive termination.

9. Disclaimers & Limitation of Liability

9.1 "AS IS" Disclaimer

9.2 Limitation of Liability: By User Category

Enterprise Clients (B2B)

Merchants & Individual Users (B2B/B2C)

All Users

9.3 Consumer Protection Safeguards

If you are an individual consumer (not acting in the course of business) in a jurisdiction that prohibits limitation of liability for consumer contracts (e.g., EU member states, certain U.S. states or India under the Consumer Protection Act 2019), the liability limitations in Section 9.2 shall not apply to you to the extent prohibited by local law. In such cases, our liability shall be limited to the maximum extent permitted by your local consumer protection statutes.

9.4 Jurisdictional Variations

Some jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages. In such jurisdictions, our liability shall be limited to the greatest extent permitted by law.

10. Indemnification

You agree to indemnify, defend and hold harmless 2497 Inc., its affiliates, officers, directors, employees and agents from any claims, damages, losses, liabilities, costs or expenses (including reasonable attorneys' fees) arising from:

• Your breach of these Terms or violation of applicable law;
• Your use of the Services, including User Content you submit;
• Your violation of third-party rights (intellectual property, privacy, etc.);
• Your failure to maintain account security or comply with data protection obligations; or
• Claims by your customers related to transactions processed through our platform.

For Enterprise Clients: Indemnification obligations are mutual and governed by the applicable Statement of Work.

11. Modifications & Notice

11.1 Changes to Terms

We may update these Terms periodically to reflect changes to the Services, legal requirements or business practices. Material changes will be communicated via:

• Email to your registered address;
• In-product notifications; or
• Posting on this page with an updated "Last Updated" date.

11.2 Your Acceptance

Continued use of the Services after changes become effective constitutes your acceptance of the revised Terms. If you do not agree, you must discontinue use and terminate your account.

12. Dispute Resolution & Governing Law

12.1 Governing Law

These Terms are governed by the laws of the State of Delaware, USA, without regard to conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

12.2 Informal Resolution

Before initiating formal proceedings, the parties agree to attempt good-faith negotiation to resolve disputes. Contact legal@2497inc.com to initiate this process.

12.3 Binding Arbitration (US/Canada Enterprise & Merchant Clients)

For Enterprise Clients and Merchants in the United States or Canada, any dispute arising from these Terms shall be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. Judgment on the award may be entered in any court of competent jurisdiction. You and we waive the right to a jury trial or to participate in a class action.

Exceptions: Claims for injunctive or equitable relief or disputes regarding intellectual property rights may be brought in court.

12.4 Jurisdiction: Simplified Venue Framework

To reduce complexity, venue is determined as follows based on User Category:

You consent to personal jurisdiction and venue in the applicable court or courts above.

12.5 Small Claims Exception

Either party may bring an individual claim in small claims court if the claim qualifies and remains individual in nature.

12.6 Class Action Waiver

13. General Provisions

13.1 Entire Agreement

These Terms, together with our Privacy Policy, any applicable Statements of Work and product-specific terms, constitute the entire agreement between you and 2497 Inc. regarding the Services and supersede all prior agreements.

13.2 Severability

If any provision is found unenforceable by a court of competent jurisdiction, the remaining provisions remain in full force. The unenforceable provision shall be deemed modified to the minimum extent necessary to make it valid.

13.3 Waiver

Our failure to enforce any right or provision is not a waiver. Any waiver must be in writing and signed by an authorized representative.

13.4 Assignment

You may not assign or transfer your rights or obligations without our prior written consent. We may assign these Terms to an affiliate or successor entity in connection with a merger, acquisition or sale of assets.

13.5 Force Majeure

We are not liable for failure to perform obligations due to causes beyond our reasonable control, including acts of God, war, terrorism, government actions, internet failures, pandemics or third-party service disruptions.

13.6 Survival

Sections regarding intellectual property, disclaimers, limitation of liability, indemnification, governing law and dispute resolution survive termination of these Terms.

13.7 Registered Offices

Appendices