Terms of Service

1. Agreement and users

These Terms of Service are an agreement between High Ground Software LLC, a California limited liability company ("HGS," "we," or "us"), and the 3PL business subscribing to Storely ("Customer"). Storely includes our warehouse management application and related services ("Service"). An authorized representative must accept these Terms for the Customer and have authority to bind it. The applicable subscription confirmation identifies the selected plan and fees.

Customer employees and contractors are "Customer Users." Representatives of the Customer's clients who are invited to the portal are "Client Users." All users must be at least 18 and comply with the access, confidentiality, and acceptable-use provisions applicable to them. A Client User does not become the paying Customer or acquire authority to bind the warehouse merely by accessing the portal. Our Privacy Policy explains our information practices; accepting these Terms does not constitute consent to unrelated data uses.

2. Software and warehouse responsibilities

HGS supplies software only. We do not take possession of goods, operate a warehouse, perform fulfillment, arrange transportation, or become a party to a Customer's agreements with its clients or carriers. Customers remain responsible for lawful goods handling, physical inventory, shipment approvals, carrier decisions, insurance, and their own rates and charges.

Customers should verify source data, inventory discrepancies, shipping instructions, and billing configurations and outputs before relying on them. Storely does not provide legal, tax, accounting, or regulatory-compliance advice or certification. These responsibilities do not excuse HGS from its own obligations under these Terms or applicable law.

We may improve or change the Service. We will provide reasonable advance notice of material reductions to subscribed core functionality. If such a reduction materially adversely affects your use, you may terminate before it takes effect and receive a proportionate refund of prepaid fees for the unused period.

3. Accounts and client access

The Customer administers its tenant, invites Customer Users and Client Users, assigns permissions, and removes access when no longer appropriate. Keep contact information accurate and credentials confidential; promptly report suspected unauthorized access. The Customer is responsible for users it authorizes to the extent their conduct is within its reasonable control, but not for unauthorized activity caused by HGS's failure to meet its obligations.

Client Users may access their client's information within assigned permissions and submit work orders to the Customer. The Customer may reject requests. Client Users may update a work order until work has started, as permitted by the application. Submission does not make HGS a fulfillment provider or determine charges: the Customer's agreement with its client governs those matters. Client Users cannot invite additional users.

Disputes about goods, warehouse services, charges, or client access should be addressed to the Customer. HGS follows authorized Customer instructions concerning tenant access, subject to applicable law and privacy obligations.

4. Subscriptions, fees and plan changes

Paid subscriptions renew monthly until canceled. Fees and included capacity are those presented when subscribing or separately agreed in writing. Applicable taxes are additional unless expressly included. Subscription payments are processed through Stripe; subscribing authorizes recurring charges for the selected plan and confirmed add-ons.

You may cancel by emailing [email protected]. Cancellation and downgrades take effect at the end of the current paid billing period. Upgrades take effect after you confirm the applicable price and prorated charge. Except for refunds expressly provided here or required by law, fees are non-refundable, including unused portions of a month.

We will give at least 30 days' notice of a price increase, effective at a monthly renewal after that notice period. You may cancel before the increase takes effect. Separately agreed written pricing commitments govern where they differ. Please report disputed charges promptly so we can investigate; this does not shorten any legal dispute period.

5. Free trials

The standard trial lasts 30 days, with no payment card required, unless a different period is agreed in writing. A trial does not automatically become a paid subscription. We charge only after the Customer affirmatively purchases a subscription.

If you do not subscribe or agree an extension, access may be restricted when the trial expires. The data-return provisions below apply to expired trials as well as terminated subscriptions.

6. Customer data and processing

As between HGS and the Customer, the Customer retains its rights in information submitted to Storely, including its clients' operational records and attachments ("Customer Data"). This does not transfer rights belonging to clients or other people. You authorize us to host, copy, process, transmit, and display Customer Data only as needed to provide, secure, and support the Service and follow lawful documented instructions.

The Customer must have the authority and lawful basis to provide Customer Data and authorize its processing, including when acting on behalf of its own clients. We do not sell Customer Data or use it to train AI models, create cross-customer benchmarks, or advertise to shipment recipients.

Each 3PL customer has a dedicated database for its warehouse operational records, separate from other 3PL customers' databases. Attachments are stored separately with access controls. This is not a promise of dedicated physical infrastructure.

Where applicable law requires additional data-processing or international-transfer terms, those terms must be agreed before the relevant processing begins. Any data-processing agreement executed by HGS and the Customer forms part of this agreement and controls conflicts about personal-data processing. The Privacy Policy is a notice and does not replace such an agreement.

7. Acceptable use and unsupported data

Do not use Storely unlawfully, access another tenant's or client's data without authorization, disrupt the Service, introduce malicious code, or upload material you lack authority to use. Do not reverse-engineer the Service except as permitted by law, or resell it as a competing platform without written permission. Authorized client-portal use is permitted.

Storely supports ordinary business contact and shipping information. Do not upload patient or medical records, government identity documents or numbers, full payment-card or banking credentials, biometric identifiers, or other sensitive records not necessary for supported warehouse operations. Contact us before any use requiring special regulatory or security arrangements. The Customer remains responsible for laws governing its goods and operations.

We may restrict unlawful or harmful content or activity to the extent reasonably necessary, with notice where practicable and legally permitted.

8. Integrations and beta features

Optional integrations connect services selected and authorized by the Customer. When enabled, information is exchanged as needed for the selected functionality. The Customer must have authority to connect the relevant account and comply with the provider's terms. Disconnecting an integration stops future exchanges through that connection but does not necessarily delete information already received by the provider.

Third-party availability and conduct are outside our control; we remain responsible for our own integration implementation and obligations. Planned integrations and features are not commitments to availability or a delivery date. Features identified as beta may be incomplete or changed, and will be made available for testing only with the Customer's agreement. Do not rely on beta features as your sole operational system.

Third-party names and trademarks belong to their owners. References to QuickBooks Online or other platforms do not imply endorsement or affiliation.

9. Support

Email support is available at [email protected] Monday through Friday, 9 a.m. to 5 p.m. Pacific Time, excluding U.S. federal holidays. We target a first response within one business day. This is an operational target, not a guaranteed response or resolution time. No contractual uptime or service-credit SLA applies unless separately agreed in writing.

10. Intellectual property

HGS and its licensors retain rights in the Service, excluding Customer Data. During the applicable subscription or trial, the Customer and its authorized users may access and use the subscribed functionality for the Customer's warehouse operations and authorized client access, subject to these Terms. No ownership of our software or trademarks transfers to you.

11. Confidentiality

Each party will protect the other's non-public business and technical information with reasonable care and use it only to perform or exercise rights under this agreement. Customer Data is the Customer's confidential information for this purpose.

These restrictions do not cover information independently developed, lawfully received without confidentiality restrictions, already lawfully known, or publicly available without breach. A party may disclose information to personnel, advisers, and providers who need it and are subject to appropriate confidentiality obligations.

A party may disclose information as legally required, limiting disclosure where possible and giving advance notice when legally permitted. Confidentiality continues after termination while information remains confidential; personal information also remains subject to applicable privacy obligations.

12. Service standard and warranties

We will provide the Service with reasonable care and skill. You must notify us of a material failure so we can investigate and remedy it. If we do not cure a material breach within 30 days after written notice, you may terminate and receive a proportionate refund of prepaid fees for the unused period.

Except for express commitments in this agreement and rights that cannot lawfully be excluded, the Service is provided "as is" and "as available," without implied warranties of merchantability, fitness for a particular purpose, or non-infringement. We do not promise uninterrupted or error-free operation or absolute security. This section does not limit mandatory remedies, including remedies that cannot be made subject to a cure period.

13. Liability

Subject to the exceptions below and to the extent permitted by law, neither party is liable to the other for indirect, special, incidental, consequential, or punitive damages arising from this agreement. This exclusion does not automatically characterize direct costs of correcting an error or restoring data as consequential losses.

HGS's aggregate liability arising from this agreement or the Service, across all claims and legal theories, will not exceed the fees paid by the Customer in the 12 months preceding the first event giving rise to the claim. Related events form one claim for this calculation. For a free trial before any fees have been paid, the cap is the published monthly base fee for the plan being trialed.

These exclusions and caps do not apply to fraud, willful misconduct, gross negligence, or liability that applicable law does not permit to be excluded or limited. They do not limit nonwaivable privacy rights, consumer guarantees, or statutory remedies. An executed data-processing agreement may expressly provide different liability terms.

14. Third-party claims

The Customer will indemnify HGS against third-party claims and reasonable resulting costs to the extent caused by the Customer's unlawful provision or use of Customer Data, infringement of third-party rights, or material violation of the acceptable-use provisions. This obligation does not apply to the extent a claim results from HGS's breach, negligence, or misconduct.

HGS must give prompt notice of the claim, allow the Customer to control its defense using competent counsel, and provide reasonable cooperation at the Customer's expense. Delayed notice reduces the obligation only to the extent it materially prejudices the defense. No settlement may admit fault by HGS, impose a non-monetary obligation on it, or fail to release it without HGS's written consent, not unreasonably withheld. This section concerns third-party claims, not ordinary billing or contract disputes between the parties.

15. Suspension and termination

For overdue, undisputed fees, we will provide at least seven days' written notice and an opportunity to resolve payment before suspension. Suspension blocks login for both Customer Users and Client Users. We will restore access promptly after the grounds are resolved. A verified Customer administrator may still request data-export assistance through support while login is blocked.

For other material breaches, either party may terminate if the breach is not cured within 30 days after written notice. We may restrict or suspend access immediately where reasonably necessary to address a security threat, unlawful activity, or material harm, giving notice and an explanation as soon as reasonably possible and legally permitted. Restrictions will be proportionate to the issue.

HGS may discontinue the Service or end a subscription without Customer breach with at least 30 days' notice and a proportionate refund of unused prepaid fees. Customer cancellation follows the billing provisions above. Accrued payment obligations, confidentiality, intellectual-property rights, liability provisions, and provisions needed for data return and dispute resolution survive termination.

16. Data return and deletion

For 30 days after trial expiry or subscription termination, the Customer may request an export by contacting [email protected]. We will verify the requesting administrator and arrange secure delivery, including when login is suspended. The export includes the Customer's operational records in machine-readable formats, such as JSON or CSV, together with uploaded attachment files and information needed to associate them with their records. Files may be delivered separately from structured records. Export does not include HGS source code, security credentials, or another customer's information.

We will give advance notice before routine deletion and will not routinely delete Customer Data during that 30-day window or while a timely export request remains unfulfilled. Export preparation alone does not mean the Customer has received its data.

After the window and completion of timely requests, we delete Customer Data from active systems through our managed deletion process. Backup copies may persist until their applicable retention cycles expire and are then deleted or overwritten. Information retained for legal obligations, security, or resolving claims is restricted to those purposes and retained only as long as needed. We cannot guarantee recovery after deletion. Applicable legal requirements and agreed data-processing terms control where they require different treatment.

17. Mandatory rights, including Australia

Nothing in these Terms excludes, restricts, or modifies a right, guarantee, or remedy that cannot lawfully be excluded, restricted, or modified. This applies throughout these Terms, including payment, refunds, warranties, liability, suspension, and dispute provisions.

For Australian customers, the Australian Consumer Law may apply to business purchases and provides guarantees and remedies that cannot be excluded. Where applicable, you retain rights to remedies for services that fail to meet those guarantees, including cancellation and refunds for major failures and other compensation or remedies provided by law. Nothing here requires an Australian customer to give up mandatory protections or a forum available under mandatory law.

18. Governing law and disputes

California law governs this agreement, excluding its conflict-of-law rules, subject to mandatory laws that apply regardless of that choice. The parties submit to the state courts in Sacramento County, California, and federal courts with jurisdiction there, except where mandatory law permits or requires another forum.

Please contact [email protected] so we can attempt to resolve a dispute. This does not prevent either party from seeking urgent relief or exercising statutory rights.

19. Changes and general provisions

We will give at least 30 days' advance email notice of material changes to these Terms. Such changes take effect at a renewal after that notice period; you may cancel before then. If a change must take effect sooner to comply with law or address an urgent security issue, we will explain the reason and give as much notice as practicable. Changes do not retroactively alter accrued rights or separately agreed pricing commitments. We will obtain additional acceptance where required by law.

These Terms and an applicable written subscription confirmation or executed data-processing agreement constitute the agreement for the Service. The data-processing agreement controls personal-data issues; an express written subscription term controls the specific commercial issue it addresses. Otherwise these Terms control.

Neither party may assign this agreement without the other's consent, not unreasonably withheld, except to a successor in a merger or sale of substantially all relevant assets that assumes its obligations. No assignment reduces accrued rights. If a provision is unenforceable, the remaining provisions continue to the extent lawful. Failure to enforce a provision is not a waiver.

We send contractual notices to the Customer's designated administrator or billing email. Keep those details current. Notices to HGS may be sent to the contact address below.

20. Contact

High Ground Software LLC
2108 N St Ste N
Sacramento, CA 95816, USA

Support and legal notices: [email protected]
Billing and cancellation: [email protected]
Privacy: [email protected]