Terms Of Service

Last updated: Nov 2025

These Terms govern Customer’s purchase and use of Juthor’s software, platform, integrations, consulting and related services (collectively, the “Services”). An Order Form, statement of work (SOW), proposal, or online subscription that references these Terms constitutes an agreement between the parties and incorporates these Terms by reference (the “Agreement”).


1. INTERPRETATION & KEY DEFINITIONS

Defined terms used in this Agreement have the meaning given here and elsewhere in the document.

  • “Authorized Users” — your employees, contractors, and agents you permit to access the Services.
  • “Customer Data” — data you or Authorized Users upload, enter, or transmit via the Services (including catalog, inventory, orders, pricing, and other business data).
  • “Documentation” — the user guides, manuals, online help, and product documentation Juthor makes available.
  • “Order Form” — the document (electronic or paper) that sets out fees, subscription term, service levels, and product selection.
  • “Subscription Term” — the initial term set out in an Order Form and any renewal terms.
  • “Sensitive Data” — financial account numbers, authentication credentials, health or biometric data, government ID numbers, or other categories legally deemed sensitive. You must not upload Sensitive Data to the Services unless we expressly agree in writing.
  • “Service Availability” — the measurement of the Services being accessible and functioning, subject to scheduled maintenance, force majeure, and third-party interruptions.

Capitalized terms not defined above have the meanings given in the body of the Agreement.


2. LICENSE & USE

  • 2.1 Provision of Services. During the Subscription Term and subject to payment, Juthor grants you a non-exclusive, non-transferable right to access and use the Services and Documentation for your internal business purposes in accordance with this Agreement and the Order Form.
  • 2.2 Authorized Users & Accounts. You are responsible for provisioning Authorized Users, maintaining account credentials, and ensuring Authorized Users comply with this Agreement. You will remain responsible for all actions taken under your account.
  • 2.3 Permitted Uses & Restrictions. You may use the Services to manage product catalogs, inventory, orders, fulfillment, delivery, returns, and related retail workflows. You must not (and must not allow third parties to): (a) exploit the Services beyond agreed limits; (b) reverse engineer, modify, copy, or create derivative works of the Services; (c) use the Services to process Sensitive Data unless expressly permitted; or (d) use the Services unlawfully or to violate third-party rights.
  • 2.4 Marketplace Integrations. When you connect marketplace accounts (e.g., Amazon), you grant Juthor the limited right to access and use marketplace data to provide the Services. You confirm you have authority to permit Juthor’s access and that such use complies with marketplace policies and applicable laws (including marketplace API terms).

3. FEES, TAXES & PAYMENT

  • 3.1 Fees. Customer will pay fees set out in the Order Form. Fees do not include applicable taxes (VAT, GST, etc.) unless explicitly stated.
  • 3.2 Invoicing & Payment Terms. Unless otherwise agreed, Juthor will invoice in advance for subscription fees according to the Billing Period. Invoice amounts are due within ten (10) days of invoice date unless the Order Form states otherwise.
  • 3.3 Fee Adjustments. Fees for renewals may increase; Juthor will notify you at least sixty (60) days prior to renewal if pricing changes apply. You may decline renewal under the changed terms by notifying Juthor within the notice period.
  • 3.4 Suspension for Non-Payment. If amounts due are not paid within seven (7) days of notice, Juthor may suspend Services until payment is made. Reinstatement may require payment of past due amounts and a reactivation fee.
  • 3.5 Refunds. All fees are non-refundable except as expressly provided in this Agreement.

4. TERM, RENEWAL & TERMINATION

  • 4.1 Term. The Agreement commences on the Commencement Date in the Order Form and runs for the Subscription Term.
  • 4.2 Renewal. Unless otherwise agreed, the Agreement shall automatically renew for successive terms as set in the Order Form, subject to any change notices.
  • 4.3 Termination for Cause. Either party may terminate on notice for the other party’s material breach that is not cured within sixty (60) days (or immediately for insolvency). Non-payment is a material breach.
  • 4.4 Termination for Convenience. Termination for convenience (prior to the end of the Subscription Term) is only permitted if the Order Form expressly allows it; if permitted, subscription fees for the remainder of the Subscription Term remain due.
  • 4.5 Effect of Termination. Upon termination, Customer access will cease. Juthor may delete Customer Data after a reasonable post-termination retention period (e.g., thirty (30)–ninety (90) days) unless longer retention is required by law or by separate agreement; Customer may request data export prior to deletion.

5. CUSTOMER DATA & DATA PROTECTION

  • 5.1 Ownership. You retain all right, title and interest in Customer Data. Juthor acquires no ownership rights in Customer Data.
  • 5.2 Processing & Use. Juthor will process Customer Data only to provide the Services and as permitted by Customer in the Order Form or this Agreement. Juthor may use aggregated or anonymized data for product improvement and analytics but will not identify Customer in such datasets.
  • 5.3 Security. Juthor will maintain reasonable technical and organizational measures designed to protect Customer Data against unauthorized access, disclosure, alteration or destruction.
  • 5.4 Cross-Border Transfers. Customer Data may be stored or processed outside Saudi Arabia to third-party data centers or cloud providers. Juthor will use appropriate safeguards to ensure lawful transfers.
  • 5.5 Compliance with Marketplace Rules. For marketplace integrations (including Amazon SP-API), you are responsible for ensuring Juthor’s access and processing of marketplace data are permitted by your marketplace account and applicable policies. Juthor shall adhere to marketplace developer rules when acting as an authorized integration provider.
  • 5.6 Sensitive Data. You must not submit Sensitive Data to the Services unless we have agreed in advance in writing and an appropriate Data Processing Addendum is in place.

6. CONFIDENTIALITY

  • 6.1 Confidential Information. Each party will protect the other’s Confidential Information with at least the same care it uses to protect its own confidential information (no less than reasonable care), will use it only as necessary to perform obligations under this Agreement, and will not disclose it to third parties except as authorized or required by law.
  • 6.2 Exceptions & Legal Compulsion. If disclosure is required by law, the Receiving Party will, where permitted, provide prior notice to the Disclosing Party and cooperate in seeking protective measures.
  • 6.3 Survival. Confidentiality obligations survive termination for a period of two (2) years except for trade secrets, which will remain confidential for as long as they qualify as trade secrets.

7. INTELLECTUAL PROPERTY

  • 7.1 Supplier IP. Juthor and its licensors retain all intellectual property rights in the Services, software, Documentation and other Juthor materials.
  • 7.2 Customer Materials. As between the parties, Customer retains ownership of Customer Data and Customer Materials. Customer grants Juthor a limited license to use Customer Materials solely to provide the Services.

8. WARRANTIES, DISCLAIMER & LIMITATION OF LIABILITY

  • 8.1 Supplier Warranty. Juthor warrants it will provide Services with reasonable skill and care in accordance with industry practice.
  • 8.2 Disclaimer. Except as expressly set out, the Services are provided “as is” and Juthor disclaims all other warranties to the maximum extent permitted by law.
  • 8.3 Limitation of Liability. Except for liability arising from (a) payment obligations, (b) breach of confidentiality, (c) indemnity obligations, or (d) willful misconduct or gross negligence, each party’s aggregate liability for direct damages will not exceed the amounts paid by Customer to Juthor under the Order Form in the twelve (12) months preceding the event giving rise to the claim. Neither party will be liable for indirect, special, consequential or punitive damages, loss of profit, or loss of business.
  • 8.4 Exceptions. This cap does not apply where not permitted by applicable law.

9. INDEMNIFICATION

  • 9.1 Customer Indemnity. Customer will indemnify and hold Juthor harmless from claims arising out of Customer’s use of the Services in breach of this Agreement, Customer Data, or Customer’s infringement of third-party rights.
  • 9.2 Supplier Indemnity. Juthor will indemnify and defend Customer against third-party claims that the Services as delivered infringe a third party’s intellectual property rights, provided Customer: (a) promptly notifies Juthor in writing, (b) allows Juthor to control the defense and settlement, and (c) cooperates in the defense. Juthor shall have no liability if the claim arises from (i) Customer Data or Customer’s modifications, (ii) combination with non-Juthor products, or (iii) use outside this Agreement.

10. SERVICE LEVELS & SUPPORT (SUMMARY)

  • 10.1 Availability Target. Juthor aims to provide commercially reasonable availability consistent with the Order Form and applicable SLA. Availability commitments exclude scheduled maintenance, force majeure, and third-party interruptions.
  • 10.2 Incident Management & Prioritization. Juthor will triage incidents using priority levels (Critical/P1, High/P2, Medium/P3, Low/P4) and will respond according to the priority. Target response and resolution timelines will be set out in the Order Form or support addendum.
  • 10.3 Service Credits. For failures to meet agreed availability or critical SLA targets, Juthor may provide service credits (not cash refunds) as the exclusive remedy. Details, thresholds, and caps for credits will be in the Order Form or SLA addendum.
  • 10.4 Customer Responsibilities. SLA timers will pause while Juthor waits for required information or cooperation from Customer.

11. COMPLIANCE & PROHIBITED USES

  • 11.1 Applicable Law. Each party will comply with applicable laws and regulations, including data protection and export control laws.
  • 11.2 Prohibited Activities. Customer must not use the Services to process illegal products or content, engage in spam or abusive activity, or otherwise use the Services in a manner contrary to law or marketplace policies.
  • 11.3 Marketplace Policies & Amazon Scrutiny. Customer is responsible for ensuring marketplace policy compliance. Juthor will cooperate with reasonable requests from marketplaces and may suspend integrations if required to comply with marketplace rules or to protect the Service.

12. NOTICES

Notices to Juthor should be sent to: help@juthor.sa (or such other address notified by Juthor). Notices to Customer will be sent to the contact details in the Order Form. Notices are effective on receipt.


13. GOVERNING LAW & DISPUTE RESOLUTION

  • 13.1 Governing Law & Venue. This Agreement is governed by the laws of the Kingdom of Saudi Arabia. The parties agree that the competent courts of Riyadh, Saudi Arabia shall have exclusive jurisdiction to resolve any dispute, unless otherwise agreed in writing in the Order Form.
  • 13.2 Equitable Relief. Nothing prevents a party from seeking injunctive relief in any jurisdiction to protect its intellectual property or confidential information.

14. MISCELLANEOUS

  • 14.1 Entire Agreement. This Agreement (including Order Forms and SOWs) is the entire agreement between the parties and supersedes prior proposals and agreements relating to the Services.
  • 14.2 Modification. Juthor may update these Terms for legal or regulatory reasons or to reflect product changes. Material changes will be notified in advance; continued use of the Services after such notice constitutes acceptance.
  • 14.3 Assignment. Customer may not assign its rights or obligations without Juthor’s prior written consent except in connection with a merger or sale to a successor that is not a competitor. Juthor may assign to an affiliate or purchaser.
  • 14.4 Severability. If any provision is found invalid, the remainder remains in effect and the parties will replace the invalid provision with a valid provision reflecting the intent.
  • 14.5 Survival. Provisions that by their nature should survive termination (including confidentiality, IP, indemnities, limitations of liability, payment) will survive.