Terms of Service

You must be at least 18 years old and capable of forming a binding contract to use the Services. To access certain features, you must register for an account. You agree to provide accurate, current, and complete information and to keep it updated. You are responsible for safeguarding your account credentials and for all activity that occurs under your account. You agree to notify us promptly of any unauthorized use of your account.

Haladir provides a decisional intelligence platform and related software for logistics, supply chain, and warehouse operations, including the products marketed under the Nomos name. We may add, modify, or discontinue features of the Services at any time. We will use commercially reasonable efforts to provide advance notice of material changes that adversely affect paying customers.

"Customer Data" means data, content, and materials that you or your authorized users submit to or generate through the Services. As between you and Haladir, you retain all right, title, and interest in and to Customer Data. You grant Haladir a non-exclusive, worldwide license to host, process, transmit, display, and use Customer Data solely to provide and improve the Services, to maintain security, and as otherwise permitted in these Terms and our Privacy Policy.

You are responsible for: (a) the accuracy, quality, and legality of Customer Data; (b) obtaining all rights and consents necessary for Haladir to process Customer Data; and (c) complying with all laws applicable to your use of the Services. You must not submit any data that you do not have the right to submit.

Fees for paid Services are set out in the applicable order form, subscription plan, or written agreement between you and Haladir. Unless otherwise stated, fees are quoted in U.S. dollars, are non-refundable except as required by law, and are exclusive of taxes. Late payments may incur interest and may result in suspension. You authorize us, or our third-party payment processors, to charge your designated payment method for all applicable fees.

The Services, including all software, models, interfaces, designs, text, and other materials (excluding Customer Data), are owned by Haladir or its licensors and are protected by intellectual property laws. We grant you a limited, non-exclusive, non-transferable, revocable right to access and use the Services during the term, solely for your internal business purposes and subject to these Terms. We reserve all rights not expressly granted.

If you provide feedback or suggestions about the Services, you grant Haladir a perpetual, irrevocable, royalty-free license to use that feedback without restriction.

The Services may interoperate with or rely on third-party products and services. Your use of those third-party services is governed by their own terms, and Haladir is not responsible for them. We do not warrant or endorse, and disclaim liability for, any third-party services.

Each party may have access to the other's confidential information. The receiving party agrees to protect such information using at least the same degree of care it uses for its own confidential information (and no less than reasonable care), and to use it only as necessary to perform under these Terms. This section does not apply to information that is publicly available, independently developed, or rightfully obtained from a third party.

These Terms remain in effect while you use the Services. You may stop using the Services at any time. Either party may terminate for material breach if the breach is not cured within 30 days of written notice. We may suspend or terminate your access immediately if we reasonably believe your use poses a security risk, violates law, or materially breaches these Terms.

Upon termination, your right to use the Services ends. We will make Customer Data available for export for a limited period as described in our Privacy Policy and Data Retention practices, after which it will be deleted in accordance with those practices. Sections that by their nature should survive termination will survive.

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. HALADIR DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, OR THAT ANY DECISION, RECOMMENDATION, OR OUTPUT GENERATED BY THE SERVICES WILL BE ACCURATE OR SUITABLE FOR YOUR PURPOSES. YOU ARE RESPONSIBLE FOR EVALUATING AND VERIFYING OUTPUTS BEFORE RELYING ON THEM FOR OPERATIONAL DECISIONS.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS, ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT FOR YOUR PAYMENT OBLIGATIONS AND EITHER PARTY'S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS OR INFRINGEMENT OF THE OTHER'S INTELLECTUAL PROPERTY, EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS WILL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY YOU TO HALADIR IN THE TWELVE MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

You agree to indemnify and hold harmless Haladir and its officers, directors, employees, and agents from any claims, damages, liabilities, and expenses (including reasonable legal fees) arising out of or related to your Customer Data, your use of the Services in violation of these Terms, or your violation of any law or third-party right.

These Terms are governed by the laws of the State of Delaware, without regard to its conflict of laws principles. Subject to any separately negotiated agreement, the parties agree to attempt in good faith to resolve disputes informally before pursuing formal proceedings. The state and federal courts located in Delaware will have exclusive jurisdiction over disputes arising out of these Terms, and each party consents to personal jurisdiction there.

We may update these Terms from time to time. If we make material changes, we will provide reasonable notice, such as by posting the updated Terms on haladir.com and updating the "Last updated" date, or by notifying you directly. Your continued use of the Services after the changes take effect constitutes acceptance.

These Terms, together with any order forms or written agreements referencing them, constitute the entire agreement between you and Haladir regarding the Services. If any provision is found unenforceable, the remaining provisions will remain in effect. Our failure to enforce any right is not a waiver. You may not assign these Terms without our consent; we may assign them in connection with a merger, acquisition, or sale of assets. Nothing in these Terms creates a partnership, agency, or joint venture.

Questions about these Terms may be directed to: