Terms of Service

1. Acceptance of Terms

By accessing or using Culet's multi-platform inventory management software ("Service"), operated by Positive Sum Limited, a New Zealand company, you agree to be bound by these Terms of Service ("Terms"). If you disagree with any part of these terms, you may not access the Service.

2. Description of Service

Culet provides a cloud-based inventory management platform that enables dealers of gems, jewellery, watches, fine art, and antiques to manage their listings across multiple online marketplaces and auction platforms from a single interface. The Service includes cross-platform listing management, AI-powered content generation, workflow automation, and centralised operations tools.

3. Account Registration

3.1 Eligibility

You must be at least 18 years old and capable of forming a binding contract to use the Service. The Service is intended for professional dealers and businesses.

3.2 Account Information

You agree to:

• Provide accurate, current, and complete information
• Maintain and promptly update your account information
• Keep your password confidential
• Accept responsibility for all activities under your account
• Immediately notify us of any unauthorised use

3.3 Subscription Tiers

• Base Tier (Crown/Pavilion): Standard inventory management features
• Middle Tier: Full platform access with enhanced features
• Top Tier (Culet): Unlimited access plus AI functionality

4. User Conduct

4.1 Acceptable Use

The Service is designed for legitimate business operations. You agree to use the Service only for:

• Managing legitimate inventory across supported platforms
• Creating accurate product listings
• Conducting lawful business activities
• Complying with all third-party platform terms

4.2 Prohibited Activities

You agree not to:

• Use the Service for any illegal or unauthorised purpose
• Create false, misleading, or fraudulent listings
• Violate terms of service of connected platforms
• Interfere with or disrupt the Service or servers
• Attempt to gain unauthorised access to any portion of the Service
• Use automated systems to abuse platform features
• Resell or sublicense access to the Service
• Use the Service to manipulate marketplace algorithms or rankings

4.3 Third-Party Platform Compliance

You are solely responsible for complying with the terms of service, policies, and requirements of all third-party platforms you connect to through our Service, including but not limited to:

• GemRock Auctions
• 1stDibs
• eBay
• Etsy
• And all other supported platforms

5. Platform Integration and Listing Management

5.1 Cross-Platform Operations

The Service enables you to:

• Upload inventory once and distribute to multiple platforms
• Manage listings across platforms
• Transfer listings between platforms
• Automate reposting and relisting

5.2 Your Responsibilities

You are responsible for:

• Ensuring all listing information is accurate
• Honouring sales made through connected platforms
• Maintaining platform-specific account requirements
• Managing platform-specific fees and commissions

5.3 Platform Availability

We do not guarantee the continuous availability of any third-party platform integration. Platforms may be added or removed at our discretion.

6. AI Features

6.1 AI-Generated Content

The Service may provide AI-generated product descriptions and image enhancements. You acknowledge that:

• AI-generated content should be reviewed for accuracy
• You remain responsible for all content posted to platforms
• AI features are provided as assistance tools only

6.2 Usage Limitations

AI features may be subject to usage limits based on your subscription tier.

7. Fees and Payment

7.1 Subscription Fees

• Monthly and annual subscription plans available
• Fees based on selected tier
• Additional charges may apply for exceeding usage limits
• All fees are in USD unless otherwise specified

7.2 Commission Structure

Certain plans may include a percentage commission on total sales processed through the platform.

7.3 Billing

• Fees are charged in advance
• Subscriptions auto-renew unless cancelled
• Pro-rated refunds available per our refund policy
• We reserve the right to modify fees with 30 days' notice

7.4 Cancellation

Upon subscription cancellation:

• Active listings may be cancelled to prevent unauthorised use
• Access to premium features terminates immediately
• Data export available for 30 days post-cancellation

8. Intellectual Property

8.1 Platform Software

All Service software, features, and functionality are owned by Culet and protected by international copyright, trademark, and other intellectual property laws.

8.2 Your Content

You retain ownership of your inventory data and content but grant us a licence to:

• Process and display content within the Service
• Generate AI-enhanced versions of your content
• Provide Service functionality
• Create anonymised analytics

8.3 Feedback

Any feedback, suggestions, or improvements you provide become our property and may be used without compensation.

9. Data Protection and Privacy

9.1 Data Processing

We process your data as described in our Privacy Policy, including:

• Inventory information
• Sales data
• Platform credentials (encrypted)
• Business information

9.2 Data Security

We implement industry-standard security measures but cannot guarantee absolute security. You are responsible for maintaining the confidentiality of your account credentials.

9.3 Platform Data

We may access data from connected platforms solely to provide Service functionality. We do not sell or share your business data with competitors.

10. Third-Party Services

10.1 Platform Integrations

The Service integrates with third-party marketplaces and platforms. We are not responsible for:

• Third-party platform availability or changes
• Actions taken by third-party platforms
• Disputes with third-party platforms

10.2 Payment Processing

Payment processing is handled by third-party providers subject to their terms and conditions.

11. Disclaimers

11.1 Service Availability

The Service is provided "as is" and "as available" without warranties of any kind.

11.2 No Guarantee of Sales

We do not guarantee:

• Successful sales on any platform
• Platform acceptance of listings
• Specific business outcomes
• Continuous platform integration availability

11.3 Third-Party Actions

We are not responsible for:

• Buyer or seller actions on third-party platforms
• Platform policy changes
• Account suspensions on third-party platforms

12. Limitation of Liability

12.1 Damages

In no event shall Culet be liable for any indirect, incidental, special, consequential, or punitive damages, including lost profits or business opportunities.

12.2 Maximum Liability

Our total liability shall not exceed the amount paid by you in the twelve months preceding the claim.

12.3 Platform Issues

We are not liable for issues arising from third-party platform actions, policies, or technical problems.

13. Indemnification

You agree to indemnify and hold Culet harmless from any claims, damages, losses, and expenses arising from:

• Your use of the Service
• Your listings and business activities
• Violation of these Terms
• Violation of third-party platform terms
• Disputes with customers or platforms
• Your inventory or products

14. Termination

14.1 Termination by You

You may cancel your subscription at any time through account settings.

14.2 Termination by Us

We may suspend or terminate your account for:

• Violation of these Terms
• Illegal or fraudulent activities
• Non-payment of fees
• Abuse of Service features
• Actions that harm our reputation or relationships with platforms

14.3 Effect of Termination

Upon termination:

• Service access ceases
• Active listings may be cancelled
• Data export available for 30 days
• No refunds for current billing period unless required by law

15. Modifications to Terms

We reserve the right to modify these Terms at any time. Material changes will be notified via email or Service notification with 30 days' notice. Continued use after changes constitutes acceptance.

16. Governing Law

16.1 Jurisdiction

These Terms are governed by the laws of New Zealand without regard to conflict of law principles.

16.2 Dispute Resolution

Disputes shall first be addressed through good faith negotiation. If unresolved, disputes proceed to binding arbitration in Queenstown, New Zealand.

16.3 Class Action Waiver

You waive any right to bring claims as a class or collective action.

17. General Provisions

17.1 Entire Agreement

These Terms constitute the entire agreement between you and Culet regarding the Service.

17.2 Severability

If any provision is deemed invalid, the remaining provisions continue in effect.

17.3 Waiver

No waiver of any term shall be deemed a further or continuing waiver.

17.4 Assignment

You may not assign these Terms without our prior written consent.

17.5 Force Majeure

We are not liable for failures due to circumstances beyond our reasonable control.

18. Contact Information

For questions about these Terms, please contact:

19. Definitions

• Service: The Culet inventory management platform and related services
• User: Professional dealers and businesses using the Service
• Content: Product information, images, and descriptions
• Platforms: Third-party marketplaces and auction sites integrated with Culet
• Inventory: Products managed through the Service
• Listing: Product posting on a third-party platform