Terms of Service

1. Agreement to Terms

These Terms of Service ("Terms") govern your access to and use of SpoolRule, an inventory management platform offered by Coilinx LLC ("Coilinx," "we," "us," or "our"), including our website at spoolrule.com, mobile applications, connected hardware, APIs, documentation, AI-assisted features, support channels, and related services (collectively, the "Services").

By creating an account, purchasing a subscription or hardware, accessing, or using the Services, you agree to these Terms. If you are using the Services on behalf of an organization, you represent that you have authority to bind that organization, and "you" refers to that organization.

If you do not agree to these Terms, do not use the Services.

2. Eligibility and Accounts

The Services are intended for business and professional use. You must be at least 18 years old and able to form a binding contract to use the Services.

You are responsible for maintaining the confidentiality of your account credentials and for all activity under your account. You must provide accurate registration information and keep it current. Notify us promptly at support@spoolrule.com if you suspect unauthorized access.

Organization administrators may invite users, assign roles, manage billing, configure integrations, connect hardware, and manage access within their company account. Administrators are responsible for permissions they grant, user removals, account settings, and their users' compliance with these Terms.

3. The Services

SpoolRule helps organizations track physical inventory, manage warehouses and material types, record check-outs and returns, connect supported hardware such as Bluetooth scales, generate reports, export data, use APIs and integrations, and use optional AI-assisted features. Features, limits, support levels, and integrations may vary by subscription plan.

We may modify, suspend, or discontinue any part of the Services at any time. We will use reasonable efforts to provide notice of material changes that adversely affect paid subscribers, except where changes are required for security, legal, or operational reasons.

Beta, preview, or experimental features may be offered "as is," may be changed or withdrawn without notice, may be subject to additional restrictions, and should not be relied on for critical operations unless we expressly agree otherwise in writing.

4. Subscriptions, Billing, and Cancellation

Paid plans, seat counts, usage limits, hardware purchases, taxes, and other charges are described on our pricing pages, checkout pages, order forms, invoices, or written agreements. By subscribing or purchasing, you authorize us and our payment processor, Stripe, to charge applicable fees, taxes, shipping, and recurring subscription amounts using your selected payment method.

Unless otherwise stated at checkout or in an order form, subscriptions renew automatically for successive billing periods until canceled. Before you complete a subscription purchase, the applicable checkout or order flow should disclose the automatic renewal terms, billing frequency, amount or price range, cancellation method, and any free trial or promotional pricing terms. You authorize recurring charges until you cancel.

You may manage billing and cancellation through the account billing portal or by contacting support. If you accepted a subscription online, we will provide an online cancellation method where required by law. We may require reasonable authentication before processing cancellation. Cancellation takes effect at the end of the then-current billing period unless the checkout flow, order form, account portal, or applicable law states otherwise.

Fees are non-refundable except where required by law or expressly stated in writing. If you add seats, upgrade, or change plans during a billing period, we may charge prorated or adjusted amounts as described in the account portal, checkout flow, or order form.

We may change pricing or plan features. For existing subscriptions, material price changes, renewal reminders, trial-conversion notices, and other automatic-renewal notices will be provided when and as required by applicable law or written agreement.

5. Hardware, Shipping, Returns, and Safety

Hardware products, connected scale kits, accessories, availability, compatibility, pricing, shipping costs, taxes, delivery estimates, return windows, and any warranty terms may be described at purchase or in separate hardware documentation. If separate written hardware terms are provided, those terms control for the applicable hardware purchase.

Title and risk of loss for hardware pass to you when the hardware is delivered to the carrier or as otherwise stated in the checkout flow, order form, or shipping terms. Delivery dates are estimates unless expressly guaranteed in writing. You are responsible for inspecting shipments promptly and notifying us of missing, damaged, or defective items.

Returns, exchanges, refunds, replacements, and RMA processes are available only as stated at purchase, required by law, or approved by us in writing. Hardware may need to be returned in its original or serviceable condition, with accessories, before a refund or replacement is issued.

You are responsible for proper installation, calibration, maintenance, storage, electrical safety, network security, and safe use of connected equipment. Unless expressly stated in writing, SpoolRule hardware and measurements are not certified as legal-for-trade, metrology-certified, safety-critical, or suitable for regulated weighing, billing, compliance, or custody-transfer purposes. You must independently verify measurements where accuracy has operational, financial, safety, or legal significance.

Third-party equipment, such as scales, printers, mobile devices, cables, and network equipment, may be subject to manufacturer warranties and documentation. We are not responsible for third-party hardware or services except to the extent expressly stated in writing.

6. Acceptable Use

You agree not to:

• Use the Services in violation of law, these Terms, documentation, or third-party rights
• Access or attempt to access accounts, data, devices, APIs, or systems without authorization
• Interfere with or disrupt the integrity, security, availability, or performance of the Services
• Reverse engineer, decompile, or attempt to extract source code except as permitted by law
• Upload malware, abusive content, unlawful material, or data you do not have rights to process
• Misuse APIs, exceed rate limits, scrape data, or circumvent technical restrictions
• Probe, scan, or test the vulnerability of the Services without written authorization
• Use the Services to build a competing product using unauthorized access to our systems or documentation
• Resell, sublicense, rent, or time-share the Services except as expressly authorized in writing
• Use the Services for regulated, hazardous, safety-critical, or high-risk uses without our written approval

We may investigate violations and suspend or terminate access where we reasonably believe misuse has occurred or continued use creates legal, security, operational, or reputational risk.

7. Customer Data and Privacy

"Customer Data" means information submitted to or generated through the Services by you or your users, including inventory records, operational data, user content, reports, API payloads, and account content. You retain ownership of Customer Data. You grant Coilinx a limited license to host, process, transmit, display, copy, modify, and otherwise use Customer Data solely to provide, secure, support, maintain, and improve the Services, comply with law, and enforce these Terms.

You are responsible for the accuracy, quality, legality, backup, and appropriateness of Customer Data and for obtaining all rights, notices, consents, and authorizations necessary for us to process it. You will not submit sensitive, regulated, or high-risk data unless the Services documentation or a written agreement expressly permits it.

Where applicable privacy law treats Coilinx as a processor, service provider, or contractor for Customer Data, we will process Customer Data according to your documented instructions, these Terms, our Privacy Policy, and any applicable data processing agreement. Our use of personal information is described in our Privacy Policy.

During an active subscription, you may export certain Customer Data through available product features. After termination or expiration, we may delete or disable access to Customer Data after a reasonable period unless retention is required by law, backup processes, security needs, or a written agreement.

8. AI-Assisted Features

The Services may include AI-assisted features that answer questions, summarize reports, provide workflow guidance, or analyze authorized inventory and operational context. AI outputs are generated by automated systems and may be incomplete, inaccurate, outdated, or unsuitable for your specific situation.

You are responsible for reviewing AI outputs before relying on them. AI outputs are not legal, financial, engineering, safety, tax, compliance, or professional advice. Do not use AI outputs as the sole basis for inventory, purchasing, safety, financial, or operational decisions with material consequences.

You may not use AI features to submit unlawful content, confidential information you lack authority to disclose, personal information not reasonably necessary for the requested use, or prompts intended to bypass safety controls, extract system information, or compromise the Services. We do not use Customer Data, inventory data, prompts, or AI conversation history to train public or third-party foundation models unless you expressly authorize that use in a separate written agreement or product setting.

9. API and Integrations

Access to our public API and integrations is subject to these Terms, applicable documentation, rate limits, authentication requirements, webhook verification requirements, and any additional terms presented in the developer portal. API keys and credentials must be kept confidential. You are responsible for activity conducted using your credentials.

You are responsible for integrations you configure, endpoints you connect, data you export, webhook receivers you operate, and third-party systems you authorize. We may monitor API usage to maintain security and service quality. We may modify API endpoints or deprecate features with reasonable notice when practicable.

10. Intellectual Property

Coilinx and its licensors own the Services, software, documentation, designs, workflows, branding, trademarks, usage data aggregated or de-identified so it does not identify you or your organization, and all related intellectual property, excluding Customer Data. No rights are granted except as expressly stated in these Terms.

Subject to your compliance with these Terms and payment obligations, we grant you a limited, non-exclusive, non-transferable, revocable right to access and use the Services for your internal business operations during the applicable subscription term.

You may not use Coilinx or SpoolRule names, logos, or trademarks without prior written permission, except as reasonably necessary to identify your lawful use of the Services.

If you provide feedback, suggestions, or ideas, you grant us the right to use them without restriction or compensation, provided we do not identify you as the source without your permission.

11. Confidentiality

Each party may receive non-public information from the other. The receiving party will use reasonable care to protect confidential information and use it only for purposes related to the Services. This obligation does not apply to information that is public through no fault of the receiving party, independently developed, already known without restriction, or lawfully obtained from a third party without restriction. A receiving party may disclose confidential information if required by law, provided it gives reasonable notice where legally permitted.

12. Support, Availability, and Backups

We use commercially reasonable efforts to keep the Services available, but we do not guarantee uninterrupted availability unless a separate written service level agreement applies. The Services may be unavailable due to maintenance, updates, outages, third-party service failures, security incidents, network issues, or events outside our reasonable control.

Support channels, response times, and support scope may vary by plan. You are responsible for maintaining appropriate internal records, exports, and backups of Customer Data where operational continuity requires them.

13. Disclaimers

THE SERVICES AND HARDWARE ARE PROVIDED "AS IS" AND "AS AVAILABLE" EXCEPT TO THE EXTENT EXPRESSLY STATED IN A WRITTEN ORDER FORM, WARRANTY, OR HARDWARE TERMS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, COILINX DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, COMPLETELY SECURE, OR THAT MEASUREMENTS, REPORTS, EXPORTS, INTEGRATIONS, API RESPONSES, HARDWARE READINGS, OR AI-GENERATED OUTPUTS WILL BE ACCURATE OR SUITABLE FOR EVERY USE CASE. YOU ARE RESPONSIBLE FOR VERIFYING INVENTORY, MEASUREMENTS, OPERATIONAL, SAFETY, FINANCIAL, AND BUSINESS DECISIONS.

THE SERVICES AND HARDWARE ARE NOT DESIGNED FOR EMERGENCY, LIFE-SAFETY, LEGAL-FOR-TRADE, REGULATED WEIGHING, OR OTHER HIGH-RISK USES UNLESS WE EXPRESSLY AGREE OTHERWISE IN WRITING.

14. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, COILINX AND ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, AND SUPPLIERS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, BUSINESS INTERRUPTION, REPLACEMENT GOODS, LOST SAVINGS, OR PROCUREMENT COSTS, ARISING OUT OF OR RELATED TO THE SERVICES, HARDWARE, OR THESE TERMS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, COILINX'S TOTAL LIABILITY FOR ANY CLAIM ARISING OUT OF OR RELATING TO THE SERVICES, HARDWARE, OR THESE TERMS WILL NOT EXCEED THE GREATER OF (A) THE AMOUNTS PAID BY YOU TO COILINX FOR THE SERVICES OR HARDWARE GIVING RISE TO THE CLAIM IN THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM OR (B) ONE HUNDRED U.S. DOLLARS (US $100).

SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS, SO SOME OF THE ABOVE MAY NOT APPLY TO YOU.

15. Indemnification

You will defend, indemnify, and hold harmless Coilinx and its affiliates, officers, employees, and agents from and against claims, damages, losses, liabilities, penalties, and expenses (including reasonable attorneys' fees) arising out of or related to your use of the Services or hardware, Customer Data, integrations, violation of these Terms, violation of applicable law or third-party rights, unsafe or improper hardware use, or use of the Services for regulated or high-risk purposes without our written approval.

16. Suspension and Termination

You may stop using the Services at any time. We may suspend or terminate access if you breach these Terms, fail to pay fees when due, create risk for the Services or other users, pose a security risk, misuse the Services, become subject to sanctions or legal restrictions, or if required by law.

We may also suspend access to protect the Services while investigating suspected abuse, security incidents, compromised credentials, unlawful activity, or excessive API usage. We will use reasonable efforts to limit suspension to the affected account, feature, user, or integration where practical.

Upon termination, your right to access the Services ends. You remain responsible for unpaid fees and charges incurred before termination. Sections that by their nature should survive termination will survive, including provisions relating to payment obligations, Customer Data, confidentiality, intellectual property, disclaimers, limitations of liability, indemnification, governing law, and general terms.

17. Third-Party Services

The Services may depend on or link to third-party services, including payment processors, identity providers, hosting providers, app stores, AI providers, delivery services, hardware manufacturers, and integrations you configure. Third-party services are governed by their own terms and policies. We are not responsible for third-party services, content, hardware, outages, data handling, or changes except to the extent expressly stated in writing.

18. Governing Law and Disputes

These Terms are governed by the laws of the State of Iowa, United States, without regard to conflict-of-law principles, except where mandatory consumer protection laws in your jurisdiction provide otherwise.

Except where prohibited by law, you and Coilinx agree that any dispute arising out of or relating to these Terms, the Services, or hardware will be brought exclusively in the state or federal courts located in Iowa, and you consent to personal jurisdiction in those courts.

19. General Terms

These Terms, together with the Privacy Policy and any order form, checkout terms, hardware terms, data processing agreement, or written agreement referencing them, constitute the entire agreement between you and Coilinx regarding the Services.

If any provision is held unenforceable, the remaining provisions remain in effect. Our failure to enforce a provision is not a waiver. You may not assign these Terms without our consent. We may assign these Terms in connection with a merger, acquisition, financing, corporate reorganization, or sale of assets.

We are not liable for delay or failure to perform caused by events beyond our reasonable control, including natural disasters, labor disputes, internet or utility failures, third-party service failures, attacks, war, terrorism, civil unrest, governmental action, or supply-chain disruptions.

Notices to you may be provided through the Services, by email, in the account portal, or by other reasonable means. You are responsible for keeping account and billing contact information current.

We may update these Terms from time to time. If we make material changes, we will post the updated Terms on this page and update the effective date. Where required by law, we will provide additional notice or request consent. Continued use after the effective date constitutes acceptance, except where further consent is required by law.

20. Contact

Questions about these Terms may be sent to:

Coilinx LLC
Email: support@spoolrule.com
Website: spoolrule.com/contact-us