Legal · Terms
Terms of Service
These Terms of Service ("Terms") govern your use of PowersportOS (the "Service"), a multi-tenant SaaS platform for powersports parts cataloging operated by Umbr AB, a Swedish company (org. number 559512-5252, VAT SE559512525201). By creating an account, accessing the Service, or installing one of our integrations, you agree to these Terms.
If you are entering into these Terms on behalf of a company, you confirm that you have the authority to bind that company. References to "you" or "Customer" mean both you personally and the company you represent.
1. The Service
PowersportOS provides a hosted catalog and integration platform for powersports parts, including but not limited to: a Year/Make/Model fitment database, a multi-tenant catalog with brand subscriptions, a customer portal, an admin interface, public APIs, the PowersportOS Shopify Theme, and embeddable storefront widgets (YMM search, dealer map, store locator).
The exact set of features available to you depends on your subscription tier and tenant type (manufacturer, reseller, retail, hybrid, distributor, or standard). Features may be added, modified, or removed during the early-access phase. Material removal of features will be communicated with reasonable notice.
2. Accounts and access
The Service is intended solely for business use by companies, sole traders, and other organisations. It is not offered to consumers within the meaning of EU consumer-protection law, and consumer accounts may be terminated without notice. If you create an account, you confirm that you are acting in your business or professional capacity.
To use the Service, you create an account through the customer portal or through an invitation issued by your tenant administrator. You are responsible for:
- Keeping your credentials confidential
- All activity that occurs under your account
- Promptly notifying us of any unauthorized access at info@powersportos.com
You may not share accounts between individuals. Each user must have their own credentials. We reserve the right to suspend accounts that show signs of credential sharing or other misuse.
3. Customer data
"Customer Data" means all data you upload to, generate within, or transmit through the Service: your catalog, dealer locations, stock levels, configuration, and similar.
You retain all rights to your Customer Data. We do not claim ownership and we will not sell, license, or otherwise commercially exploit your Customer Data outside of operating the Service for you.
You grant us a limited, non-exclusive, worldwide license to host, copy, transmit, and display Customer Data solely as necessary to provide the Service to you and to comply with legal obligations.
You are responsible for the accuracy, legality, and quality of your Customer Data and for having all rights and consents necessary to upload it. You must not upload data that infringes third-party rights, contains malware, or violates applicable law.
4. Acceptable use
You may not, and may not permit anyone else to:
- Reverse-engineer, decompile, or attempt to derive the source code of the Service, except where permitted by mandatory law
- Use the Service to build a competing product or to scrape data not belonging to you
- Circumvent or disable security, rate-limiting, or access-control features
- Use automated scripts to overload the Service or interfere with its operation
- Resell or sublicense the Service without a written agreement
- Use the Service for any unlawful purpose or in violation of EU or local law
- Upload personal data of end customers without a lawful basis under GDPR
We may suspend or terminate accounts that violate these rules, with reasonable notice where the situation allows and immediately where the violation is severe (for example, security abuse).
5. Early-access program
During the early-access phase, the Service is provided to a limited group of founding partners either at no charge or at preferential early-access pricing communicated separately. Early access exists so that founding customers can shape the product and so that we can validate the platform under real-world load.
Founding partners understand that:
- Features may change, be added, or be removed without prior notice
- The Service is provided "as is" during early access; see Section 9 (Disclaimers)
- Early-access pricing is not the eventual general-availability pricing
- We may collect feedback, usage telemetry, and bug reports more aggressively than in production
We commit to giving founding partners at least 30 days' notice before transitioning to general-availability commercial terms, and to honoring any specific early-access pricing commitments made in writing for an agreed period.
6. Fees and payment
Subscription fees, billing cycle, and payment terms are agreed separately in writing for each Customer (typically by signed quote, order form, or invoice agreement). Unless otherwise agreed:
- Fees are payable in arrears against invoice with 30-day payment terms
- Fees are exclusive of VAT and other applicable taxes
- Late payment may result in suspension of the Service after 14 days' written notice
During the early-access phase, no fees are payable unless explicitly agreed otherwise in writing.
7. Term and termination
The agreement begins when you create an account and continues until terminated by either party.
Either party may terminate the agreement at any time, with or without cause, by giving 30 days' written notice. Termination for material breach may be immediate where the breach is not cured within 14 days of written notice (or immediately for severe breaches such as security misconduct or non-payment beyond the cure period).
Upon termination:
- Your access to the Service ends
- You may export your Customer Data within 30 days of termination using the export tooling we provide; we will assist with reasonable export requests
- After 90 days, Customer Data is permanently deleted from primary storage and removed from backups within the regular backup-rotation window
- Fees accrued up to the termination date remain payable
8. Service availability
During the early-access phase we do not commit to a specific uptime SLA. We will, however, operate the Service in good faith with industry-standard practices: monitoring, alerting, regular backups, and reasonable response to incidents.
Planned maintenance will, where possible, be scheduled during low-traffic windows and announced in advance via the customer portal or by email. A public service-status page is available at status.powersportos.com.
Post-launch, an SLA with defined uptime targets and credit terms will be offered to general-availability customers.
9. Disclaimers
The Service is provided "as is" and "as available". To the maximum extent permitted by applicable law, we disclaim all warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, non-infringement, and uninterrupted or error-free operation.
You acknowledge that fitment data and catalog content require domain expertise and that errors in your input (or in third-party source data) may produce errors in the Service's output. You are responsible for reviewing data accuracy before relying on it commercially.
10. Limitation of liability
To the maximum extent permitted by applicable law, neither party will be liable for indirect, incidental, special, consequential, or punitive damages, including lost profits, lost revenue, lost business opportunity, or loss of data, even if advised of the possibility of such damages.
Each party's total aggregate liability arising out of or relating to these Terms is limited to the greater of (a) the fees paid or payable by you to us during the twelve (12) months preceding the event giving rise to the claim, or (b) one thousand euros (€1,000).
The above limitations do not apply to liability that cannot be excluded or limited under mandatory applicable law, such as liability for gross negligence, willful misconduct, fraud, or breach of confidentiality and data-protection obligations.
11. Indemnification
You agree to indemnify and hold harmless Umbr AB against any third-party claims arising from (a) your Customer Data, (b) your violation of these Terms, or (c) your violation of applicable law in connection with your use of the Service.
We agree to defend you against any third-party claim alleging that the Service, as provided by us and used in accordance with these Terms, infringes a third party's intellectual-property rights, and to pay damages and reasonable costs finally awarded by a court of competent jurisdiction or agreed in settlement, provided you (a) notify us promptly in writing, (b) give us sole control of the defence and any settlement negotiations, and (c) reasonably cooperate at our expense. We have no obligation under this Section to the extent a claim arises from (i) Customer Data, (ii) modifications to the Service made by anyone other than us, (iii) combination of the Service with products, services, or data not provided by us where the claim would not have arisen but for the combination, (iv) use of the Service after we have notified you to discontinue such use, or (v) your use of the Service in violation of these Terms or applicable law.
12. Confidentiality
Each party may receive non-public information from the other ("Confidential Information"), including pricing, technical architecture, business plans, security details, and (in the case of Customer Data disclosed to us) the contents of the Customer's tenant. The receiving party will (a) use Confidential Information only as necessary to perform under these Terms, (b) protect it with at least the same degree of care it uses for its own confidential information, and in no event less than reasonable care, and (c) not disclose it to third parties except to employees, contractors, subprocessors, and professional advisors bound by confidentiality obligations no less protective than these, or where disclosure is required by law (in which case the receiving party will, where legally permitted, give the disclosing party prior notice).
The obligations in this Section survive termination of these Terms for a period of five (5) years, except that (i) obligations relating to Customer Data and (ii) obligations relating to trade secrets and source code continue for as long as the information retains its confidential character.
13. Data protection
Where you upload, transmit, or otherwise make personal data available through the Service, you act as the data controller and Umbr AB acts as your data processor within the meaning of GDPR Article 28. Our processing of such personal data is governed by the Data Processing Agreement available at powersportos.com/dpa (the "DPA"), which is incorporated into and forms an integral part of these Terms by reference. In the event of a conflict between the DPA and these Terms with respect to the processing of personal data, the DPA prevails. Our processing of personal data for which we act as controller (for example, account data and platform usage data) is described in our Privacy Policy, which also forms part of these Terms by reference.
14. Intellectual property
We retain all rights, title, and interest in and to the Service, including all software, designs, documentation, trademarks, and know-how. Except for the limited license to use the Service granted in these Terms, no intellectual-property rights are granted to you.
You may, but are not required to, provide feedback, suggestions, ideas, or improvement requests regarding the Service ("Feedback"). You hereby grant Umbr AB a perpetual, irrevocable, worldwide, royalty-free, sublicensable, and transferable licence to use, reproduce, modify, distribute, and otherwise exploit such Feedback for any purpose, including incorporating it into the Service, without restriction or obligation of any kind. You waive any moral rights you may have in such Feedback to the extent permitted by applicable law.
15. Changes to these Terms
We may update these Terms from time to time. The version number and "Last updated" date at the top of this page will reflect the most recent revision. For material changes (such as changes to pricing, liability, data processing, or termination) we will notify registered customers by email with at least 30 days' notice before the change takes effect. Continued use of the Service after the effective date constitutes acceptance of the revised Terms.
16. Governing law and disputes
These Terms are governed by the laws of Sweden, without regard to conflict-of-laws principles. The UN Convention on Contracts for the International Sale of Goods does not apply.
Any dispute arising out of or in connection with these Terms shall be finally settled by the courts of Sweden, with Stockholm District Court (Stockholms tingsrätt) as the court of first instance, unless mandatory consumer-protection or business-jurisdiction rules of your country require otherwise.
17. Miscellaneous
- Entire agreement: these Terms, together with the Privacy Policy, the DPA, any signed order form, and any module-specific additional terms accepted by you (currently the Channel Author Terms and the Channel Subscriber Terms for tenants who use the Channel Communications module), constitute the entire agreement between us regarding the Service. Module-specific terms prevail with respect to their subject matter; otherwise these Terms control.
- Severability: if any provision is found unenforceable, the remaining provisions remain in full force.
- No waiver: failure to enforce a provision is not a waiver of the right to enforce it later.
- Assignment: you may not assign these Terms without our prior written consent. We may assign these Terms in connection with a merger, acquisition, or sale of assets.
- Force majeure: neither party is liable for failure to perform due to events beyond reasonable control (natural disasters, war, network outages affecting major upstream providers, government actions, etc.).
- Notices: notices must be in writing and sent (a) to you, by email to the email address registered to your primary account administrator, and (b) to us, by email to info@powersportos.com. Notices are deemed received on the business day following transmission, regardless of any bounce, auto-reply, or failure-to-deliver message, provided no error indicating non-delivery was received by the sender within twenty-four (24) hours. Either party may update its notice address by giving notice under this Section.
18. Survival
The following provisions survive termination or expiration of these Terms: Section 3 (Customer Data, with respect to the export and deletion obligations), Section 6 (Fees and payment, with respect to amounts accrued prior to termination), Section 9 (Disclaimers), Section 10 (Limitation of liability), Section 11 (Indemnification), Section 12 (Confidentiality), Section 13 (Data protection, including the DPA), Section 14 (Intellectual property), Section 16 (Governing law and disputes), Section 17 (Miscellaneous), and this Section.
19. Contact
Questions about these Terms? Write to info@powersportos.com.
Umbr AB
Org. number 559512-5252
VAT SE559512525201
Sweden, EU