1. Acceptance of These Terms
Contracting Entity: This document is a legal agreement between you (the customer using Onqoud) and Datapickaxe, LLC (doing business as "Onqoud"), a Delaware, USA company (Company EIN: 38-4331757) with an address at 131 Continental Dr Suite 305 Newark, DE 19713 US ("Onqoud," "we," or "us"). By accessing or using the Onqoud website or platform located at https://onqoud.com (the "Service"), by checking a box indicating your consent, or by signing this contract, you agree to these Terms and Conditions ("Terms"). If you are accepting these Terms on behalf of a company or other legal entity (e.g., your employer), you represent that you have the authority to bind that entity, and "you" will refer to that entity. If you do not agree, you may not use the Service. Acceptance Date: These Terms are effective as soon as you first agree to them (for example, by checking the consent box or using the Service) (the "Effective Date").
2. Accounts and Access
Account Creation: Onqoud is a business-to-business service. Accounts on our platform are created and provided by Onqoud – there is currently no self-service registration. We will set up an account for you after a mutual onboarding process. You must provide accurate and complete information during onboarding. Onqoud reserves the right to approve or decline account creation at its discretion. Account Responsibility: You are responsible for maintaining the confidentiality of any login credentials and for all activities that occur under your account. You should ensure that only authorized personnel in your organization access the Service through your account. Notify us immediately at support@onqoud.com if you suspect any unauthorized access to your account. We are not liable for any loss or damage arising from unauthorized use of your account. Eligibility: You affirm that you (and your organization, if applicable) are not barred from using the Service under any applicable laws. Since we manually create accounts, we ensure compliance with US export and sanctions laws in our onboarding. You agree to use the Service only for business purposes (specifically, for restaurant or café operations analytics) and not for personal, household use.
3. Description of Service and Usage
Service Overview: Onqoud provides a cloud-based business intelligence and AI analytics platform tailored for restaurants and cafés. Features include forecasting, optimization tools, and an information retrieval chatbot to help you analyze your business data. The Service is delivered via the cloud (web-based interface/API) and may include software, dashboards, reports, and other analytic outputs. Demo Stage (Free Service): During our initial launch or "Demo" stage, we are offering the Service to invited customers for free. During this period, functionality may be limited and there is no guaranteed service level. The Service is provided on an "as is" and "as available" basis with no uptime guarantee. We may modify features, improve the platform, or fix bugs as part of the demo process. We reserve the right to end the free demo offering or begin charging for the Service in the future, but we will provide at least 7 days' notice before ending a free account or introducing fees (see Section 4 below). Use of the Service: You agree to use Onqoud in accordance with these Terms and all applicable laws.
You will not (and will not allow any third party to) do the following:
Use the Service in any manner that violates any applicable law or regulation, including data protection and privacy laws.
Reverse engineer, decompile, or attempt to discover the source code or trade secrets of the Service, except to the extent laws specifically allow despite this limitation.
Bypass or attempt to bypass any security or access controls of the Service.
Use the Service to store or transmit any viruses, malware, or harmful code, or to engage in activities that could harm the Service’s operation or the experience of other users.
Resell, rent, or lease the Service to any third party, or provide unauthorized access to the Service outside your organization.
Onqoud reserves the right to suspend or terminate your access to the Service for violations of this Section or if necessary to protect the Service or other users.
4. Payment, Plans, and Refunds
Free and Paid Plans: While Onqoud’s Demo is free, we may introduce paid subscription plans in the future for continued or expanded use of the Service. If you choose to subscribe to a paid plan, you will be informed of the fees and terms for that plan. All fees will be in United States Dollars (USD) unless otherwise stated. Billing: Paid plans (if and when introduced) will typically be billed on a monthly or yearly basis, in advance. For example, at the start of each billing period (monthly) we will charge you the subscription fee for that period. Billing will likely be handled via a third-party payment processor (such as Stripe), and you agree to provide a valid payment method and authorize Onqoud (or its payment processor) to charge your card or account for the subscription fees. Changes to Fees: Onqoud may change the pricing for its subscription plans. Any fee changes will be communicated to you in advance (at least 7 days' notice). Fee changes will take effect at the start of your next billing cycle following the notice period. If you do not agree to the new fees, you must cancel your subscription before the new fees apply.
Refund Policy: We want you to be satisfied with our Service. If you are on a paid plan and are not satisfied for any reason, you may request a refund of up to one (1) month’s subscription fee. This refund is limited to the amount you paid for the last monthly billing period and can be claimed once. To request a refund, contact us at billing@onqoud.com (or through the designated support channel) within a reasonable time of the issue. We reserve the right to approve or deny refund requests at our discretion consistent with this policy and applicable law. Aside from this one-month refund, all fees paid are otherwise non-refundable except as required by law.
5. Term and Termination
Term of Agreement: These Terms apply from the Effective Date and continue until terminated by either you or Onqoud as described here. Each subscription period (for paid plans) will automatically renew monthly or yearly until canceled.
Your Termination Rights: You may terminate your use of the Service at any time. If you have an account, you can do this via the account dashboard or by emailing us at support@onqoud.com with your request to close your account. If you are on a paid plan and you terminate before the end of a billing period, the Service will remain accessible until the end of that period (unless you request immediate termination). We do not provide pro-rata refunds for mid-period cancellations beyond the refund policy in Section 4.
Onqoud’s Termination Rights: We may terminate or suspend your account or access to the Service for any of the following reasons: (a) if you violate these Terms or misuse the Service; (b) if continued provision of the Service to you would violate any law (for example, if you become subject to sanctions or export restrictions); or (c) for convenience, if you are on a free plan or after your current paid period ends. For free accounts, we reserve the right to terminate access at any time, but will normally give at least seven (7) days’ notice to the contact email on file. For paid subscriptions, if we terminate for convenience (and not due to your breach), we will let you use the Service for the remainder of the period you’ve paid for or issue a pro-rated refund for the unused portion.
Effect of Termination: Upon termination or expiration of your account, your right to access and use the Service will stop. We will make your data available for you to export for a period of 30 days after termination. After that 30-day data retrieval window, we will delete or anonymize the data in our systems, unless we are required by law or justified in retaining it (for example, for legal disputes or backup archives as permitted by law). It is your responsibility to export any data you need within this window. Onqoud is not liable for any deletion of your data as permitted under these Terms. Surviving Provisions: Any terms of this agreement that by their nature should survive termination (such as liability limitations, indemnity, intellectual property rights, and dispute resolution) will continue to apply even after the agreement ends.
6. Intellectual Property Rights
Onqoud’s IP: All rights, titles, and interests in and to the Service, including the website, platform, software, algorithms, AI models, analytics output, design, and all related intellectual property (collectively, "Onqoud Property") are owned by Onqoud or its licensors. Except for the limited rights expressly granted to you in these Terms, Onqoud retains all rights to Onqoud Property and no rights or ownership are transferred to you by using the Service. We expressly reserve all rights not expressly granted. Your License to Use Outputs: During the term of this agreement, Onqoud grants you a non-exclusive, non-transferable license to access and use the Service and to use, download, or export the reports, forecasts, recommendations, or other outputs generated by the Service for your internal business purposes. Your Data: As a customer, you retain ownership of all data you upload or provide to Onqoud for processing ("Customer Data"). This includes, for example, your sales figures, inventory data, or any other business information you input into the Service. By providing Customer Data to Onqoud, you grant Onqoud a license to host, use, process, display, and transmit your data as needed to provide the Service (including to subcontractors and subprocessors as outlined in Annex A), and to derive insights as described below. This license is only for the purpose of providing and improving the Service and fulfilling our obligations under these Terms. We do not claim ownership of your raw Customer Data. Aggregated Data: Onqoud may compile aggregated and anonymized data or insights from the operation of the Service and the analysis of Customer Data ("Aggregated Data"). Aggregated Data will not identify you or any individual and will not include any of your confidential information. Onqoud retains all rights to such Aggregated Data and may use it for any purpose, such as improving the Service or developing new features. Feedback: If you provide suggestions, ideas, or feedback to Onqoud about the Service ("Feedback"), we may use and incorporate your Feedback without any restriction or payment to you. By providing Feedback, you grant us a perpetual, irrevocable, sublicensable license to use the Feedback in any way.
Annex A – Sub-Processor List
(Current as of Effective Date. Onqoud will notify you of any changes to this list at least 15 days before a new sub-processor is engaged.) Onqoud uses the following subprocessors to provide the Service: Amazon Web Services (AWS) – Cloud infrastructure and hosting provider (servers, databases, etc.). Hostinger – Web hosting and related services for Onqoud’s website and application. OpenAI – Natural language processing and AI service (used for AI analytics features). Note: Onqoud only sends non-personal or anonymized data to OpenAI. Stripe – Payment processing service for handling subscription payments (credit card transactions). Onqoud may update this Annex A from time to time as described in Section 7 (Data Privacy and Security). For an up-to-date list of subprocessors, please contact us or visit onqoud.com/subprocessors (placeholder).
7. Data Privacy and Security
Privacy by Design: Onqoud is committed to protecting your privacy and securing your data. We design and operate our Service according to privacy-by-design principles, meaning we consider privacy and data protection from the ground up. We collect and use only the data needed to deliver the Service effectively. Compliance with Privacy Laws: To the extent we process any personal data on your behalf as part of providing the Service, we will do so in accordance with applicable data protection laws. Our Privacy Policy (placeholder link) explains how we collect, use, and protect personal information. By using the Service, you also agree to the terms of our Privacy Policy. In case of any conflict between these Terms and the Privacy Policy regarding personal data, the Privacy Policy will govern regarding how personal data is handled. Confidentiality: We will treat your Customer Data as confidential information and will not disclose it to anyone except as needed to provide the Service, comply with the law, or as authorized by you. Our employees, contractors, and subprocessors are bound by obligations to maintain the confidentiality of Customer Data. Subprocessors and Data Transfer: You agree that Onqoud may use trusted third-party service providers (subprocessors) to help deliver the Service (such as cloud hosting or payment processing), as listed in Annex A. Some subprocessors may be located outside of your country. We will ensure any subprocessors handle data with appropriate safeguards and only for the purposes of delivering the Service. We will provide you with at least 15 days’ notice of any new subprocessor that will process your personal or Customer Data, giving you the opportunity to raise any concerns. Security: We implement valid and appropriate technical and organizational measures to secure your data and protect it from unauthorized access, loss, or alteration. You are responsible for using the Service in a secure manner (for example, protecting your account credentials). If we become aware of a data breach that affects your Customer Data, we will notify you as required by law.
8. Acceptable Use Policy
In using Onqoud, you agree to the following acceptable use conditions (in addition to any other restrictions in these Terms): Lawful Purposes: You will only use the Service for lawful purposes. You will not use the Service to violate any law, regulation, or ordinance, including (but not limited to) laws relating to privacy, intellectual property, and export control. Proper Data: You will ensure that any data you upload does not contain sensitive personal information (like social security numbers, health information, etc.) unless we have agreed in writing to process such data. You will not upload or share any content that is illegal, defamatory, infringing, or harmful. No Harmful Activities: You will not use the Service to distribute viruses, malware, or any other harmful computer code, or take any action that would interfere with the proper functioning of the Service (such as a denial-of-service attack or attempting to test the vulnerability of our systems without authorization). Respect Our IP: You will not copy, reproduce, distribute, republish, or exploit any portion of the Service or Onqoud Property except as allowed by these Terms. You will not remove or alter any copyright, trademark, or other proprietary notices in the Service. User Integrity: You will not impersonate any person or entity, or misrepresent your affiliation with a person or entity, when using the Service. If you violate the above rules or any other provision of these Terms, we may suspend or terminate your access to the Service. Serious violations (like illegal activities) may also result in referral to law enforcement or civil legal action.
9. Changes to the Service and Terms
Changes to the Service: Onqoud is constantly improving. We may add, change, or remove features or functionality of the Service at any time. If we discontinue a feature, we will attempt to give you prior notice if feasible, but there may be instances (such as security issues or legal requirements) where we need to make changes without notice. We are not liable to you for any changes in the Service or any decision to discontinue part or all of the Service. Changes to Terms: We may update or modify these Terms from time to time. If we make a material change, we will notify you by email (sent to the address associated with your account) or by posting a notice on our website, at least seven (7) days before the changes take effect. The notice will designate a date when the new terms will go into effect. By continuing to use the Service after that effective date, you agree to the revised Terms. If you do not agree to the updated Terms, you must stop using the Service before the new terms take effect and, if applicable, cancel your subscription. Notice of Objection: If you object to any change in the Terms or Service, your sole remedy is to terminate your use of the Service. The latest version of the Terms will always be available on the Onqoud website.
10. Disclaimers of Warranties
As-Is Service: Onqoud provides the Service "as is" and "as available." To the fullest extent permitted by law, Onqoud disclaims all warranties and representations, express or implied, regarding the Service and any results or outputs derived from it. This includes, but is not limited to, any warranty of merchantability, fitness for a particular purpose, non-infringement, or that the Service will be error-free or uninterrupted. No Guarantee of Results: You understand that any analytics, forecasts, or recommendations provided by Onqoud are tools to assist your business decisions. Onqoud does not guarantee the accuracy or reliability of any outputs or that following any recommendations will lead to particular results for your business. You are responsible for all decisions you make based on the information obtained from the Service. No Additional Warranties: No advice or information obtained from Onqoud or through the Service (whether oral or written) creates any warranty not expressly stated in these Terms. While Onqoud strives to provide useful and accurate information, you use the Service at your own risk.
11. Limitation of Liability
Indirect Damages: To the fullest extent permitted by law, in no event will Onqoud or its affiliates, officers, employees, or agents be liable to you for any indirect, consequential, incidental, special, or punitive damages, or for any loss of profits, revenues, data, or business opportunities, arising out of or related to the Service or these Terms. This limitation applies even if Onqoud has been advised of the possibility of such damages, and regardless of the theory of liability (contract, tort, negligence, strict liability, or otherwise). Liability Cap: To the fullest extent permitted by law, Onqoud’s total cumulative liability to you for any claims arising out of or relating to the Service or these Terms will not exceed the total amount you paid to Onqoud for the Service in the twelve (12) months immediately preceding the claim. If you have not made any payments to Onqoud (for example, if you are on a free plan), Onqoud’s total liability to you for any claim shall not exceed one hundred U.S. dollars (USD $100). Exceptions: Some jurisdictions do not allow certain limitations of liability, so some of the above limitations may not apply to you. In those cases, Onqoud’s liability will be limited to the greatest extent permitted by applicable law. Nothing in these Terms limits or excludes liability for gross negligence, willful misconduct, or death or personal injury caused by negligence, or any other liability that cannot be limited by law.
12. Indemnification
You agree to defend, indemnify, and hold harmless Onqoud, its parent company (Datapickaxe LLC), affiliates, and their respective officers, directors, employees, and agents, from and against any and all third-party claims, liabilities, damages, losses, or expenses (including reasonable attorneys’ fees and costs) arising out of or in any way connected with: (a) your access to or use of the Service, including any data or content transmitted or received by you; (b) your violation of these Terms or of any applicable law or regulation; (c) your infringement or violation of any rights of a third party (for example, uploading data that infringes someone’s intellectual property rights or privacy rights); or (d) any dispute between you and any third party (such as your customers or business partners) where we are brought into that dispute due to your use of the Service. We reserve the right, at your expense, to assume the exclusive defense and control of any matter subject to indemnification by you, and if we do so, you agree to cooperate with our defense of that claim. You agree not to settle any such matter without our prior written consent.
13. Governing Law and Dispute Resolution
Governing Law: These Terms and any dispute arising out of or related to them or the Service will be governed by the laws of the State of Delaware, USA, without regard to its conflict of laws principles, and not by the United Nations Convention on Contracts for the International Sale of Goods (which is expressly excluded). Jurisdiction and Venue: Any legal action or proceeding arising under these Terms or relating to the Service shall be brought exclusively in the state or federal courts located in the State of Delaware, and the parties irrevocably consent to the personal jurisdiction and venue in those courts. If you are outside the United States, you waive any objection to the jurisdiction of Delaware courts (such as that the forum is inconvenient). Informal Resolution: Before filing any claim against Onqoud, you agree to first try to resolve the dispute informally by contacting us at legal@onqoud.com or your usual Onqoud contact and providing a brief written description of the dispute and your contact information (a "Dispute Notice"). Both you and Onqoud agree to negotiate in good faith to resolve the dispute for at least sixty (60) days from the date the Dispute Notice is received (the "Negotiation Period"). If the dispute is not resolved within that 60-day period, either party may proceed to file a formal claim in court. Injunctive Relief: Notwithstanding the foregoing, either party may seek injunctive or equitable relief (for example, a court order to stop misuse of intellectual property or confidential information) at any time in any court of competent jurisdiction. The requirement for informal resolution does not apply to requests for such immediate relief.
14. Miscellaneous
Entire Agreement: These Terms (including any documents or policies incorporated by reference, such as our Privacy Policy and the Sub-Processor List in Annex A) constitute the entire agreement between you and Onqoud regarding the Service and supersede all prior agreements or understandings (whether written or oral) relating to the Service. Waiver and Severability: If Onqoud does not enforce a provision of these Terms, it does not mean we have waived that provision or any other provision. A waiver is only effective if in writing and signed by an authorized representative of Onqoud. If any provision of these Terms is found unenforceable, that provision will be limited or eliminated to the minimum extent necessary, and the rest of the Terms will remain in full effect. Assignment: You may not assign or transfer these Terms or your rights or obligations under them, whether by operation of law or otherwise, without Onqoud’s prior written consent. Any attempt by you to assign these Terms without consent will be null. Onqoud may assign or transfer this agreement to an affiliate or in connection with a merger, acquisition, sale of assets, or by operation of law, or otherwise at its discretion. These Terms will bind and inure to the benefit of the parties, their successors, and permitted assigns. Notices: Onqoud may send you notices under these Terms (including notices of changes to terms or to our sub-processor list) by email to the address associated with your account. You are responsible for keeping your contact information up to date. Notices sent by email will be deemed received 24 hours after the email is sent. You may send notices to Onqoud by email at legal@onqoud.com Relationship of the Parties: The relationship between you and Onqoud is that of independent contractors. These Terms do not create any partnership, franchise, joint venture, agency, fiduciary, or employment relationship. Neither party has the authority to bind the other or incur obligations on the other’s behalf. Force Majeure: Onqoud will not be liable for any delay or failure to perform its obligations under these Terms if that delay or failure is due to any circumstance beyond our reasonable control, such as war, acts of terrorism, governmental action, pandemic, or internet/telecommunication failures not caused by us. Headings and Interpretation: Section headings in these Terms are for convenience only and do not affect the meaning of the provisions. Words like "including" mean "including without limitation." These Terms were originally written in English. If they are translated into other languages, the English version will control if there is any conflict.
Section 15: Marketing and Publicity
We may use your company name and logo in our marketing and promotional materials (including our website, social media posts, pitch decks, and sales collateral) to identify you as a user of Onqoud (Datapickaxe LLC). This permission is automatic and does not require any separate approval or request from you. Likewise, you may publicly refer to Onqoud as your technology or analytics partner and use Onqoud’s name and logo in your marketing or press materials, provided that any such references are truthful.
