Terms of Service

1. About Rica

Rica is a cloud-based point-of-sale and business management platform designed for independent jewelry retailers. The Service includes inventory management, customer management, work order tracking, reporting, and related features accessible via app.ricaos.com.

2. Eligibility

You must be at least 18 years old and authorized to enter into binding contracts on behalf of your business to use the Service. By using Rica, you represent that you meet these requirements.

3. Account Registration

To use the Service, you must create an account and provide accurate, complete information. You are responsible for maintaining the confidentiality of your login credentials and for all activity that occurs under your account. Notify us immediately at legal@ricaos.com if you suspect unauthorized access.

4. Subscription and Payment

Rica is offered on a subscription basis. Pricing, billing cycles, and payment terms are described at the time of purchase or as otherwise agreed in writing. All fees are non-refundable except as required by applicable law or as expressly stated in your subscription agreement. Rica reserves the right to modify pricing at any time with at least 30 days' advance notice to your account email. This right does not apply to pricing that has been fixed for a specified term in a signed order form or subscription agreement between you and Rica; such pricing remains in effect according to its terms. Continued use of the Service after a price change takes effect constitutes acceptance of the new pricing.

5. Acceptable Use

You agree to use the Service only for lawful purposes and in accordance with these Terms. You agree not to:

• Use the Service to process fraudulent transactions or engage in illegal activity
• Attempt to gain unauthorized access to any part of the Service or its infrastructure
• Upload or transmit malicious code, viruses, or harmful content
• Reverse engineer, copy, or create derivative works based on the Service
• Resell or sublicense access to the Service without our written consent
• Attempt to access, extract, or infer another customer's data, or attempt to re-identify Aggregated Data
• Use automated means to scrape or bulk-extract data from the Service, other than exports the Service provides

6. Your Data

You retain ownership of all data you input into Rica ("Your Data"). By using the Service, you grant Rica a limited license to store, process, and display Your Data to provide the Service to you and to create Aggregated Data as described below. We do not sell Your Data to third parties.

You are responsible for the accuracy and legality of Your Data, including any customer information you import or enter into the platform. You represent that you have the right to submit all content you enter into the Service, and you will not submit third-party pricing guides, price lists, or databases that you are not licensed to share with Rica for the uses described in these Terms.

Aggregated Data. Rica may create data derived from Your Data and the data of other customers that has been de-identified and aggregated so that it does not identify you, your employees, or your customers ("Aggregated Data"). Aggregated Data is not Your Data. Rica owns Aggregated Data and may use it for any lawful purpose, including to operate, improve, and develop the Service and other Rica products, and to build and train analytics, pricing, and machine learning models. Rica will not disclose Your Data, or Aggregated Data in a form that identifies you or would allow another customer to determine your specific prices or costs, to any other customer.

Suggestions, Recommendations, and AI Features. Any pricing suggestion, estimate, or recommendation provided by the Service is a convenience only and is not a determination of the price you should charge. You alone set your prices and are not required to use or follow any suggestion. Some features use artificial intelligence, for example to read vendor invoices. AI-generated output may be inaccurate or incomplete. You are responsible for reviewing it before relying on it, including any costs, quantities, or prices entered into your records.

7. Data Security

We implement commercially reasonable technical and organizational measures to protect Your Data. However, no system is completely secure, and we cannot guarantee absolute security. You are responsible for maintaining appropriate security practices on your end, including managing user access and passwords.

8. Payment Processing

Rica integrates with third-party payment processors, such as Stripe. Payment processing services are subject to the terms and privacy policies of those third parties. Rica is not responsible for errors, outages, or losses arising from third-party payment processors.

9. Taxes

You are solely responsible for determining, configuring, and maintaining the correct sales tax rates and tax settings for your business within the Service, and for collecting, reporting, and remitting all applicable taxes to the appropriate authorities. Any default tax rate provided in the Service is a convenience only and is not a recommendation or determination of the rate applicable to your business.

Rica is not a tax advisor and does not provide tax compliance services. Rica makes no representation that tax amounts calculated or displayed by the Service are accurate or complete for your jurisdiction. You are responsible for verifying that tax settings are correct before relying on the Service for any transaction, and for any taxes, penalties, interest, or assessments arising from incorrect configuration or use of the Service.

10. Intellectual Property

The Service, including all software, design, and content, is owned by Rica OS LLC and protected by applicable intellectual property laws. These Terms do not grant you any rights to our trademarks, logos, or proprietary technology beyond what is necessary to use the Service as described herein. If you send Rica suggestions, ideas, or feedback about the Service, Rica may use them without restriction or obligation to you.

11. Availability and Modifications

We strive to maintain high availability but do not guarantee uninterrupted access to the Service. We reserve the right to modify, suspend, or discontinue any part of the Service at any time, with reasonable notice where practicable.

12. Additional Features and Services

Rica may offer additional features, integrations, tools, or services over time, including premium functionality, hardware, data products, or partner integrations ("Additional Services"). Additional Services may be subject to separate pricing, terms, or agreements, which will be presented to you at the time of purchase or enrollment. Your use of any Additional Service constitutes your agreement to the terms applicable to that service. Nothing in these Terms obligates Rica to offer any particular Additional Service or to continue offering any Additional Service once introduced.

13. Third-Party Integrations

The Service may integrate with third-party tools and services. Rica is not responsible for the performance, availability, or practices of any third-party services. Your use of third-party integrations is subject to their respective terms.

14. Force Majeure

Rica shall not be liable for any failure or delay in performance resulting from causes beyond our reasonable control, including but not limited to acts of God, natural disasters, internet or infrastructure outages, third-party service failures (including Supabase, Stripe, or cloud hosting providers), cyberattacks, power failures, labor disputes, pandemics, or government actions. In such events, our obligations will be suspended for the duration of the disruption, and we will make reasonable efforts to resume normal service as quickly as possible.

15. Disclaimer of Warranties

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICE WILL BE ERROR-FREE OR UNINTERRUPTED.

16. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, RICA OS LLC SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS OR DATA, ARISING FROM YOUR USE OF OR INABILITY TO USE THE SERVICE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. OUR TOTAL LIABILITY TO YOU FOR ANY CLAIM ARISING FROM THESE TERMS OR THE SERVICE SHALL NOT EXCEED THE AMOUNTS YOU PAID TO RICA IN THE THREE MONTHS PRECEDING THE CLAIM.

17. Indemnification

You agree to indemnify and hold harmless Rica OS LLC and its officers, employees, and agents from any claims, damages, or expenses (including reasonable attorneys' fees) arising from your use of the Service, violation of these Terms, or infringement of any third-party rights.

18. Termination

You may terminate your account at any time. Termination takes effect at the end of your current billing period unless otherwise agreed.

Rica may terminate your account without cause by providing at least 30 days' advance written notice to your account email. Rica may suspend or terminate your account immediately, without advance notice, if you violate these Terms, fail to pay amounts owed, or if continued access poses a security or legal risk.

For a period of 30 days following termination, you may request an export of Your Data, and Rica will provide it in a commonly used machine-readable format. After that period, Rica may delete Your Data in accordance with its data retention practices. Rica may decline to provide an export where required by law or where amounts owed to Rica remain unpaid.

Termination does not entitle you to a refund of fees already paid, except as required by applicable law or as expressly provided in a signed order form or subscription agreement.

Rica's rights in Aggregated Data, and in any models or other materials developed using it, survive termination. Deletion of Your Data does not require Rica to delete Aggregated Data or to retrain or alter any model. Sections 4 (as to amounts owed), 6, 9, 10, 15, 16, 17, 19, and 20 survive termination of these Terms.

19. Dispute Resolution

Before filing any legal claim against Rica, you agree to first contact us at legal@ricaos.com and provide a written description of the dispute, the specific relief you are seeking, and your contact information. You agree to give Rica 30 days from receipt of that notice to attempt to resolve the dispute informally. Neither party may initiate formal legal proceedings until this 30-day period has expired, except where necessary to prevent irreparable harm or protect intellectual property rights. This requirement applies to both parties and is intended to encourage good-faith resolution before litigation.

20. Governing Law

These Terms are governed by the laws of the State of Texas, without regard to its conflict of law principles. Any disputes arising under these Terms shall be subject to the exclusive jurisdiction of the state and federal courts located in Travis County, Texas.

21. Changes to These Terms

We may update these Terms from time to time. We will notify you of material changes by email or by displaying a notice within the Service. Continued use of the Service after changes take effect constitutes your acceptance of the revised Terms.

Order of precedence. If you and Rica have entered into a signed order form, subscription agreement, or similar written agreement, the terms of that agreement control to the extent they conflict with these Terms. These Terms govern all other matters not addressed in that agreement.

22. General

Severability. If any provision of these Terms is found unenforceable, the remaining provisions remain in full effect.

Assignment. You may not assign these Terms without Rica's written consent. Rica may assign these Terms in connection with a merger, acquisition, or sale of all or substantially all of its assets.

No Waiver. Rica's failure to enforce any provision is not a waiver of its right to do so later.

Entire Agreement. These Terms, the Privacy Policy, and any signed order form or subscription agreement are the entire agreement between you and Rica regarding the Service.

23. Contact

If you have questions about these Terms, contact us at:

Rica OS LLC