Terms of Use

Effective Date: January 1, 2026

Entity: Retailligence, Inc. (“Retailligence”)

1. Agreement Structure

Use of the Retailligence platform is governed by:

  1. A separately executed Master Services Agreement or Order Form
  2. These Terms of Use

If any conflict exists, the executed agreement controls.

2. Infrastructure Services

Retailligence provides investigative workflow infrastructure including:

Retailligence does not provide security staffing, law enforcement services, or enforcement authority.

3. Operator of Record

The retail customer remains the operator of record. The customer is solely responsible for investigative determinations, classification decisions, escalation decisions, enforcement actions, and legal compliance. Retailligence provides structure only. Operational authority remains internal to the customer.

4. Human Classification

No automated identity confirmation is applied. All classification requires authorized human reviewer selection. Retailligence does not determine identity, culpability, or enforcement outcomes.

5. Acceptable Use

Customers agree to use the platform solely for lawful investigative governance within their retail operations. Prohibited uses include:

Violation may result in suspension or termination.

6. Intellectual Property

Retailligence retains all rights, title, and interest in software, infrastructure architecture, algorithms, documentation, and trademarks. No rights are granted except those expressly stated in the executed agreement.

7. Fees and Payment

Pricing consists of edge device hardware (pass-through cost) and infrastructure availability fees per store. No per-alert or per-identity pricing applies. Payment terms are defined in the executed agreement.

8. Confidentiality

Each party agrees to protect the confidential information of the other party using commercially reasonable safeguards. Confidential information does not include information that is publicly available, was independently developed, or was lawfully obtained from a third party.

9. Indemnification

Customer agrees to indemnify and hold harmless Retailligence from claims arising from customer investigative decisions, customer enforcement actions, customer misuse of the platform, and customer violation of law. Retailligence agrees to indemnify customer for claims that the platform infringes third-party intellectual property rights, subject to limitations in the executed agreement.

10. Disclaimer of Warranties

The platform is provided “as is” and “as available.” Retailligence disclaims all implied warranties, including merchantability, fitness for a particular purpose, and non-infringement. Retailligence does not warrant uninterrupted or error-free service.

11. Limitation of Liability

To the maximum extent permitted by law, Retailligence shall not be liable for indirect damages, consequential damages, lost profits, or business interruption. Total liability shall not exceed the fees paid by customer during the twelve months preceding the claim.

12. Force Majeure

Neither party shall be liable for failure or delay caused by events beyond reasonable control, including natural disasters, acts of government, or network outages.

13. Governing Law

These Terms shall be governed by the laws of the State of Delaware, without regard to conflict of law principles. Venue shall lie exclusively in Delaware state or federal courts.

14. Assignment

Neither party may assign this agreement without written consent, except in connection with a merger or acquisition.

15. Severability

If any provision is found unenforceable, the remaining provisions remain in effect.

16. Survival

Sections concerning confidentiality, indemnification, limitation of liability, intellectual property, and governing law survive termination.

17. Contact

legal@retailligence.com