Terms of Service
1. The Cheetah Smart ERP Service
Cheetah Smart ERP is a cloud-based business management and enterprise resource planning software platform designed to assist businesses with activities including customer management, vendor management, products, pricing, costs, inventory, purchasing, production, orders, shipping, reporting, and related business operations.
Cheetah provides access to the Service on a subscription basis. Cheetah does not sell or transfer ownership of the underlying software.
The Service is a software tool intended to assist Customer’s business operations. Customer remains responsible for its business operations, decisions, transactions, records, controls, and verification of information produced or processed through the Service.
2. Eligibility and Authority
Customer represents and warrants that Customer is at least eighteen (18) years old, has legal capacity to enter into these Terms, has authority to bind any represented entity, provides accurate information, and will use the Service only for lawful business purposes.
3. Account Responsibility
Customer is responsible for maintaining the confidentiality and security of account credentials and for all activity occurring through Customer’s account.
Customer is responsible for maintaining accurate company and user information; assigning appropriate user permissions; protecting passwords and authentication credentials; removing users who should no longer have access; reviewing information entered into or generated by the Service; maintaining accurate business data; reviewing system configurations and settings; maintaining appropriate internal controls; maintaining independent records and backups of information critical to Customer’s business; and promptly notifying Cheetah of suspected unauthorized access or security incidents.
Cheetah is not responsible for losses resulting from Customer’s failure to maintain appropriate security, permissions, configurations, controls, or user access.
4. Customer Data
“Customer Data” means information, records, files, documents, prices, costs, customer information, vendor information, product information, inventory information, production information, orders, configurations, and other information submitted to or stored in the Service by or for Customer.
Customer retains ownership of Customer Data. Cheetah does not acquire ownership of Customer Data by providing the Service.
Customer grants Cheetah a limited, non-exclusive right to host, store, process, transmit, back up, secure, maintain, support, troubleshoot, and otherwise use Customer Data as reasonably necessary to provide, maintain, secure, troubleshoot, improve, and develop the Service.
Cheetah will not sell Customer Data. Cheetah may use aggregated, anonymized, or de-identified information derived from use of the Service for analytics, security, performance monitoring, development, and improvement of the Service, provided such information does not identify Customer or an identifiable individual.
5. Customer Responsibility for Data and Information
Customer is solely responsible for the accuracy, legality, completeness, reliability, and appropriateness of Customer Data.
Customer is solely responsible for reviewing and verifying information entered into, imported into, transmitted through, calculated by, displayed by, or generated by the Service.
This includes selling prices; purchase prices; costs; discounts; margins; taxes; freight; commissions; inventory quantities and valuations; product information; bills of materials; production quantities; purchasing quantities; customer and vendor information; orders; shipping information; financial information; reports; calculations; formulas; workflows; user permissions; automated rules; integrations; and other business records.
Customer must independently verify information before relying on it for a material business transaction, financial decision, purchase, sale, production decision, shipment, filing, commitment, or other business activity.
Cheetah does not assume responsibility for Customer’s business decisions merely because the Service produced, displayed, calculated, stored, transmitted, or processed the information on which the decision was based.
6. Software, Calculations, and Business Decisions
Cheetah Smart ERP is software and may contain errors, defects, inaccuracies, omissions, calculation errors, interruptions, delays, or unexpected behavior.
Cheetah strives to provide reliable and accurate software but does not warrant that the Service will always be accurate, complete, uninterrupted, timely, secure, or error-free.
Customer acknowledges that software cannot reasonably be expected to operate without defects or interruption.
Customer is responsible for reviewing and validating information produced by the Service before relying on it.
Cheetah does not provide accounting, tax, legal, financial, engineering, manufacturing, inventory-management, business, compliance, or other professional advice merely by providing the Service. Customer is solely responsible for obtaining professional advice where appropriate.
7. Customer Configuration and Setup
Customer is responsible for configuring the Service appropriately for its business, including products, pricing, costs, customers, vendors, inventory, units of measure, formulas, workflows, approval rules, production rules, reorder levels, permissions, user access, taxes, shipping settings, integrations, templates, automated actions, imported data, and other system settings.
Cheetah is not responsible for losses caused by Customer’s configuration, setup, data entry, data import, user actions, permissions, rules, formulas, workflows, or other settings.
8. Pricing and Subscription Plans
Cheetah’s current subscription plans, prices, included users, additional-user charges, features, and other commercial terms are published on the Cheetah Smart website at https://cheetah-smart.com.
The pricing displayed on the Cheetah Smart website is the current pricing offered by Cheetah and may change from time to time.
Cheetah reserves the right to modify, discontinue, replace, consolidate, separate, or otherwise change subscription plans, features, user limits, pricing, and other commercial terms.
For an existing paid subscription, Cheetah will provide reasonable advance notice of any material increase in subscription pricing or material change to the applicable subscription, generally at least thirty (30) days before the change becomes effective, unless a shorter period is permitted or required by applicable law or is necessary due to circumstances outside Cheetah’s reasonable control.
A changed or replacement subscription may be a successor or reasonably comparable tier rather than the same plan name or exact feature set originally selected by Customer.
If Customer does not agree to a material pricing increase, Customer may cancel the subscription before the new pricing becomes effective.
No price change will retroactively alter amounts already paid for a completed billing period.
9. Free Trial
Cheetah may offer a free trial for a period specified during signup. Unless otherwise stated during signup, the standard free trial period is fourteen (14) days.
A valid payment method may be required to begin a free trial.
Unless Customer cancels before the trial ends, the account may automatically convert to the selected paid subscription and Customer authorizes Cheetah or its payment processor to charge the applicable subscription fee.
10. Billing and Automatic Renewal
Subscription fees are billed in advance according to the billing period selected by Customer.
Unless otherwise stated, subscriptions automatically renew for successive billing periods until canceled.
Customer authorizes Cheetah and its payment processor to charge the payment method associated with the account for subscription fees, additional users, applicable taxes, upgrades, additional services, and other amounts properly due under these Terms.
11. Additional Users
Customer may add users subject to the limits and functionality applicable to the selected subscription.
Additional users may incur additional charges according to the current pricing published by Cheetah.
By adding a user or otherwise increasing the number of users associated with the account, Customer authorizes the applicable charges.
12. Cancellation
Customer may cancel its subscription through the account’s subscription or billing settings or through another cancellation method provided by Cheetah.
Cancellation prevents future renewal charges. Unless otherwise stated, Customer’s access continues through the end of the current paid billing period. Cancellation does not eliminate amounts already owed to Cheetah.
13. Refunds
Except where required by applicable law or expressly authorized by Cheetah, subscription fees are non-refundable.
Customer is not entitled to a refund or credit for unused time remaining in a paid billing period after cancellation.
Cheetah may, in its discretion, provide credits, refunds, extensions, or other accommodations without creating an obligation to provide the same accommodation in the future.
14. Failed Payments
If a payment fails, Cheetah or its payment processor may retry the payment and notify Customer. If amounts remain unpaid, Cheetah may suspend or restrict access to the Service. Cheetah is not responsible for losses resulting from suspension caused by Customer’s failure to maintain a valid payment method or pay amounts due.
15. Service Availability
Cheetah will make commercially reasonable efforts to maintain availability of the Service. However, Cheetah does not guarantee uninterrupted, continuous, timely, secure, or error-free operation.
The Service may be unavailable or impaired due to maintenance, upgrades, software defects, hardware or hosting failures, internet or telecommunications failures, cybersecurity incidents, third-party services, Customer equipment or network problems, acts of God, natural disasters, governmental actions, labor disputes, war, civil disturbances, or circumstances outside Cheetah’s reasonable control.
Unless expressly stated in a separate written service-level agreement signed by Cheetah, Cheetah does not provide a guaranteed uptime percentage or service-level commitment.
16. Business Interruption and Operational Risk
Customer acknowledges that the Service may become temporarily unavailable, delayed, inaccurate, or impaired.
Customer is responsible for maintaining reasonable business-continuity procedures appropriate for its business.
Cheetah is not responsible for losses arising from Customer’s inability to access or use the Service, including missed orders, delayed orders, missed shipments, production delays, purchasing delays, inventory shortages or excesses, customer cancellations, employee downtime, lost sales, lost contracts, contractual penalties, manufacturing losses, business interruption, loss of goodwill, or other business consequences.
17. Backups and Data Loss
Cheetah may maintain backup procedures as part of its normal operations. Backups are provided as a risk-management measure and are not a guarantee that Customer Data will never be lost, corrupted, deleted, damaged, altered, or become unavailable.
Customer remains responsible for maintaining independent copies or exports of information important to its business.
Cheetah does not guarantee that any particular backup will exist, remain available, or be capable of restoration.
18. Data After Termination
Following expiration or termination, Customer Data may remain available for a limited period to permit Customer to export available information.
Unless otherwise specified by Cheetah, Customer will have thirty (30) days following termination or expiration to export available Customer Data.
After that period, Cheetah may permanently delete Customer Data. Backup copies may remain temporarily until overwritten according to Cheetah’s normal backup procedures. Cheetah has no obligation to retain Customer Data indefinitely.
19. Intellectual Property
Cheetah and its licensors retain all rights, title, and interest in and to the Service and related intellectual property, including source code, object code, architecture, databases, interfaces, designs, workflows, features, documentation, trademarks, logos, processes, methodologies, and other proprietary materials.
Customer receives only a limited, non-exclusive, non-transferable, revocable right to use the Service during an active subscription in accordance with these Terms. No ownership rights are transferred to Customer.
20. Feedback
If Customer provides suggestions, ideas, recommendations, corrections, feature requests, or other feedback concerning the Service, Customer grants Cheetah the unrestricted right to use, reproduce, modify, incorporate, and otherwise exploit such feedback without compensation or obligation to Customer.
21. Third-Party Services and Integrations
The Service may integrate with or depend upon third-party services, applications, APIs, hosting providers, payment processors, communications providers, marketplaces, accounting systems, shipping systems, authentication providers, or other third-party services.
Third-party services may change, become unavailable, reject transactions, experience delays, introduce errors, change APIs, change pricing, or discontinue functionality.
Cheetah does not control third-party services and is not responsible for their availability, performance, accuracy, security, functionality, policies, or failures.
Customer is responsible for reviewing and verifying information transmitted between Cheetah and third-party systems. Cheetah is not responsible for losses caused by incorrect, duplicated, delayed, incomplete, rejected, or missing data transmitted between systems.
22. Security
Cheetah will maintain commercially reasonable administrative, technical, and organizational safeguards designed to protect Customer Data.
However, no internet-connected system can be guaranteed to be completely secure. Customer acknowledges that cybersecurity risks exist despite reasonable security measures.
Customer is responsible for maintaining appropriate security practices for its users, devices, networks, credentials, permissions, and integrations.
23. Confidentiality
Cheetah will treat Customer Data as confidential and will not intentionally disclose it except as reasonably necessary to provide, maintain, secure, support, or improve the Service; use service providers; comply with law; respond to lawful governmental requests; protect Cheetah, its customers, or the public; or enforce these Terms.
24. Prohibited Activities
Customer may not use the Service for unlawful purposes; gain unauthorized access; compromise security; upload malicious software; interfere with operation; reverse engineer, decompile, or disassemble the Service; circumvent usage limitations; resell or sublicense access without authorization; use the Service to harm another person or business; transmit unlawful material; or otherwise create unreasonable risk to Cheetah, its service providers, or other customers.
25. Suspension and Termination
Cheetah may suspend or terminate access if Customer fails to pay amounts due, materially violates these Terms, uses the Service unlawfully, creates a security threat, creates significant risk to Cheetah or another customer, or if Cheetah discontinues the applicable Service.
Where reasonably practicable, Cheetah will provide notice and an opportunity to cure a material violation before termination. Cheetah may immediately suspend access where necessary to protect the Service, Customer Data, other customers, or Cheetah from security, legal, or operational risks.
26. Disclaimer of Warranties
TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE.”
CHEETAH DISCLAIMS ALL WARRANTIES NOT EXPRESSLY PROVIDED IN THESE TERMS, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AVAILABILITY, RELIABILITY, SECURITY, COMPLETENESS, AND ERROR-FREE OPERATION.
CHEETAH DOES NOT WARRANT THAT THE SERVICE WILL OPERATE WITHOUT INTERRUPTION OR ERROR; THAT ALL CALCULATIONS WILL BE CORRECT; THAT ALL DATA WILL BE ACCURATE OR COMPLETE; THAT CUSTOMER CONFIGURATIONS WILL PRODUCE THE DESIRED RESULTS; THAT THE SERVICE WILL MEET EVERY CUSTOMER REQUIREMENT; THAT THE SERVICE WILL PREVENT ALL BUSINESS LOSSES; OR THAT INFORMATION GENERATED BY THE SERVICE WILL BE SUITABLE FOR CUSTOMER’S PARTICULAR BUSINESS PURPOSE.
27. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, CHEETAH SOFTWARE SOLUTIONS, LLC AND ITS MEMBERS, MANAGERS, OFFICERS, EMPLOYEES, CONTRACTORS, AGENTS, AFFILIATES, LICENSORS, SERVICE PROVIDERS, AND REPRESENTATIVES (COLLECTIVELY, THE “CHEETAH PARTIES”) WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES; LOST PROFITS; LOST REVENUE; LOST BUSINESS; LOST BUSINESS OPPORTUNITIES; LOSS OF GOODWILL; LOSS OF CUSTOMERS; LOSS OF CONTRACTS; BUSINESS INTERRUPTION; PRODUCTION LOSSES; PROCUREMENT LOSSES; INVENTORY LOSSES; DATA LOSS; DATA CORRUPTION; COST OF SUBSTITUTE SERVICES; OR OTHER SIMILAR DAMAGES ARISING OUT OF OR RELATING TO THE SERVICE, THESE TERMS, CUSTOMER’S USE OF THE SERVICE, OR CHEETAH’S INABILITY TO PROVIDE THE SERVICE, EVEN IF CHEETAH HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
THIS LIMITATION APPLIES REGARDLESS OF THE LEGAL THEORY ASSERTED, INCLUDING CONTRACT, WARRANTY, NEGLIGENCE, STRICT LIABILITY, TORT, OR ANY OTHER THEORY.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE TOTAL AGGREGATE LIABILITY OF THE CHEETAH PARTIES ARISING OUT OF OR RELATING TO THE SERVICE OR THESE TERMS WILL NOT EXCEED THE GREATER OF: (A) THE TOTAL AMOUNTS ACTUALLY PAID BY CUSTOMER TO CHEETAH FOR THE SERVICE DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (B) FIVE HUNDRED U.S. DOLLARS ($500).
THE FOREGOING LIMITATION IS A FUNDAMENTAL ELEMENT OF THE AGREEMENT BETWEEN THE PARTIES AND REFLECTS THE ECONOMIC ALLOCATION OF RISK BETWEEN CHEETAH AND CUSTOMER.
NOTHING IN THESE TERMS EXCLUDES OR LIMITS LIABILITY THAT CANNOT LAWFULLY BE EXCLUDED OR LIMITED.
28. Protection of Owners and Individuals
Customer acknowledges that the Service is provided by Cheetah Software Solutions, LLC, a separate legal entity.
Except to the extent expressly required by applicable law, no member, owner, manager, officer, employee, contractor, agent, or representative of Cheetah shall have personal liability for obligations of Cheetah arising from the Service or these Terms.
The protections, exclusions, limitations, releases, disclaimers, and indemnification rights provided to Cheetah under these Terms are intended to apply, to the maximum extent permitted by law, to the Cheetah Parties.
Customer agrees that it will not seek to impose personal liability upon any individual owner, member, manager, officer, employee, contractor, agent, or representative for obligations of Cheetah arising solely from that person’s relationship with Cheetah.
Nothing in this section eliminates liability that cannot lawfully be eliminated.
29. Customer Indemnification
Customer agrees to defend, indemnify, and hold harmless Cheetah and the Cheetah Parties from and against claims, demands, actions, damages, liabilities, losses, costs, and expenses, including reasonable attorneys’ fees, arising out of or relating to Customer’s use or misuse of the Service; Customer Data; Customer’s products or services; Customer’s transactions with its customers or vendors; Customer’s business decisions; Customer’s configurations or settings; Customer’s violation of these Terms or applicable law; Customer’s violation of another person’s rights; Customer’s unauthorized use of the Service; Customer’s users; Customer’s integrations or third-party services; or Customer’s negligence, misconduct, or intentional wrongdoing.
30. Force Majeure
Cheetah will not be liable for failure or delay caused by circumstances beyond its reasonable control, including natural disasters, fire, flood, severe weather, power failures, telecommunications failures, internet outages, cyberattacks, government actions, war, terrorism, civil unrest, labor disputes, supply-chain disruptions, infrastructure failures, third-party service failures, or other force majeure events.
Such events do not excuse Customer’s obligation to pay amounts already due.
31. Changes to the Service
Cheetah may modify, improve, replace, add, remove, or discontinue features, functionality, interfaces, workflows, integrations, or other portions of the Service.
Cheetah does not guarantee that any particular feature or functionality will remain available indefinitely.
Cheetah may introduce new functionality or services subject to additional terms or fees. Where Cheetah materially discontinues functionality essential to a customer’s subscribed plan, Cheetah may provide a reasonably comparable replacement where commercially practicable.
32. Changes to These Terms
Cheetah may update these Terms from time to time. For material changes, Cheetah will provide reasonable notice through email, the Service, the website, or another reasonable method.
Unless a different effective date is required by law or specified in the notice, updated Terms become effective on the stated effective date. Continued use of the Service after the effective date constitutes acceptance of the updated Terms to the extent permitted by applicable law.
33. Dispute Resolution
Before filing a lawsuit relating to the Service or these Terms, the parties agree to make a good-faith effort to resolve the dispute informally.
Customer must provide Cheetah written notice describing the dispute and the requested resolution. Cheetah will have a reasonable opportunity to investigate and respond before litigation is initiated, except where immediate legal action is reasonably necessary to prevent irreparable harm.
34. Governing Law and Venue
These Terms are governed by the laws of the State of Texas, without regard to conflict-of-law principles.
To the maximum extent permitted by law, any legal action arising out of or relating to these Terms or the Service shall be brought in the state or federal courts located in Fort Bend County, Texas, and Customer consents to the jurisdiction and venue of those courts.
35. Attorneys’ Fees
To the maximum extent permitted by law, the prevailing party in an action to enforce these Terms may recover reasonable attorneys’ fees and costs as permitted by applicable law.
36. No Class Actions
To the maximum extent permitted by applicable law, Customer agrees that any dispute with Cheetah will be brought individually and not as part of a class, collective, representative, or consolidated action. Nothing in this section limits rights that cannot legally be waived.
37. Severability
If any provision of these Terms is determined to be invalid, illegal, or unenforceable, that provision will be enforced to the maximum extent permitted by law and the remaining provisions will remain in full force and effect.
38. No Waiver
Cheetah’s failure to enforce any provision of these Terms does not constitute a waiver of that provision or Cheetah’s right to enforce it later.
39. Assignment
Customer may not assign or transfer these Terms or its account without Cheetah’s prior written consent. Cheetah may assign or transfer these Terms in connection with a merger, acquisition, sale of substantially all assets, corporate reorganization, or similar transaction.
40. Entire Agreement
These Terms, together with the Privacy Policy, Subscription, Billing & Cancellation Terms, Acceptable Use & Customer Responsibility Policy, and Data Processing & Security Addendum, constitute the entire agreement between Customer and Cheetah concerning the Service.
If there is a conflict between these documents, the Terms of Service control unless another document expressly states that it controls a specific subject matter. The Data Processing & Security Addendum controls solely with respect to specific data-processing obligations where expressly stated.
41. Electronic Acceptance
Customer agrees that clicking an acceptance button, checking a box, creating an account, purchasing a subscription, beginning a trial, accessing the Service, or otherwise using the Service constitutes Customer’s electronic acceptance of these Terms.
Electronic acceptance has the same effect as a written signature to the maximum extent permitted by applicable law.
42. Notices
Cheetah may provide notices to Customer through the email address associated with the account, through the Service, through the Cheetah website, or by other reasonable electronic means.
Customer is responsible for maintaining a current and accurate email address and contact information.
43. No Third-Party Beneficiaries
Except for the Cheetah Parties, who are expressly intended beneficiaries of the limitations, disclaimers, releases, and protections contained in these Terms, these Terms do not create rights in any third party.
44. Survival
Provisions that by their nature should survive termination will survive, including provisions relating to Customer Data, intellectual property, confidentiality, disclaimers, limitation of liability, indemnification, dispute resolution, governing law, attorneys’ fees, and other provisions intended to survive termination.
45. Customer Acknowledgment
BY USING CHEETAH SMART ERP, CUSTOMER ACKNOWLEDGES THAT: (1) CHEETAH SMART ERP IS A SOFTWARE TOOL AND NOT A SUBSTITUTE FOR CUSTOMER’S BUSINESS JUDGMENT OR PROFESSIONAL ADVICE; (2) CUSTOMER IS RESPONSIBLE FOR VERIFYING PRICES, COSTS, INVENTORY, ORDERS, CALCULATIONS, REPORTS, CONFIGURATIONS, AND OTHER BUSINESS INFORMATION; (3) SOFTWARE MAY CONTAIN ERRORS, DEFECTS, INTERRUPTIONS, OR UNEXPECTED BEHAVIOR; (4) CUSTOMER SHOULD MAINTAIN APPROPRIATE INTERNAL CONTROLS, BUSINESS-CONTINUITY PROCEDURES, AND INDEPENDENT BACKUPS; (5) CHEETAH DOES NOT GUARANTEE UNINTERRUPTED OR ERROR-FREE OPERATION; (6) THE SERVICE IS PROVIDED SUBJECT TO THE DISCLAIMERS AND LIMITATIONS CONTAINED IN THESE TERMS; AND (7) THE LIABILITY LIMITATIONS AND EXCLUSIONS IN THESE TERMS ARE MATERIAL TERMS OF THE AGREEMENT AND WERE CONSIDERED IN ESTABLISHING THE PRICE OF THE SERVICE.