Terms of Service

3.1 Licence Grant

Subject to the terms of this Agreement and the timely payment of applicable fees, IDM grants the Client a non-exclusive, non-transferable, revocable licence to access and use the Services during the subscription period solely for the Client's internal business purposes.

3.2 Authorised Users

The Client may grant access to the Services to any number of Authorised Users, provided that each active user account corresponds to a paid seat under the Client's current Subscription. The Client is responsible for:

• Creating, managing, and deactivating Authorised User accounts.
• Ensuring that each Authorised User is a genuine individual and that account credentials are not shared between multiple individuals.
• All actions taken within the Services by its Authorised Users, as if such actions were taken by the Client directly.

3.3 Client Responsibility for User Access

The Client has full discretion over who it designates as an Authorised User, including whether to grant access to personnel employed by third parties (such as external partners, contractors, or the Client's own clients). In all such cases, the Client remains solely responsible for:

• The conduct of those individuals within the platform.
• The security and confidentiality of the data those individuals can access.
• Any consequences arising from granting access to unauthorised, malicious, or irresponsible individuals.

IDM bears no liability for any harm, data breach, or loss arising from the Client's decisions about who to grant or maintain access to.

3.4 Account Security

The Client is responsible for maintaining the confidentiality of all account credentials. The Client must notify IDM immediately at security@idm.llc if it suspects any unauthorised access to or use of its account. IDM will not be liable for any loss or damage arising from the Client's failure to maintain adequate credential security.

3.5 Device Compatibility, Connectivity, and App Store Terms

The Client and its Authorised Users are solely responsible for obtaining and maintaining all devices, hardware, and internet or mobile data connectivity required to access the Services. IDM does not guarantee that the Services will be compatible with all devices or operating system versions. Any costs associated with internet access, mobile data usage, or device procurement are the sole responsibility of the Client or its Authorised Users, as applicable.

Where Authorised Users access the Services through a mobile application downloaded from a third-party app store (such as the Apple App Store or Google Play Store), use of that application is also subject to the relevant app store's terms and conditions. IDM gives no warranty for the quality, reliability, or availability of any app store or its distribution infrastructure.

4.1 Subscription Model

The Services are provided on a per-user, monthly subscription basis. The number of billable seats corresponds to the number of active Authorised User accounts at any given billing cycle. The Client will be charged for each active user, regardless of whether that user actively used the Services during the billing period.

4.2 Introductory Offer

For clients who join through a partner, reseller, or referral arrangement, the first-month-free offer is not included as a standard term of the Subscription. IDM may, entirely at its own discretion and on a case-by-case basis, choose to extend this offer to such clients. No entitlement to the introductory period arises from a partner or referral relationship unless confirmed in writing by IDM prior to account activation.

Where the introductory offer applies, it covers one full month from the date the Client's account is first activated to the same date of the next month, unless otherwise specified in the contract between the parties. Standard subscription billing commences automatically at the start of the following billing cycle, with no further action required from either party.

For Partner arrangements, introductory-offer treatment is further described in the Partner Agreement Addendum.

4.3 Fees and Payment Terms

Subscription fees are set out in the separate contract between IDM and the Client. All fees are due in accordance with the payment terms specified therein. IDM reserves the right to modify its pricing with reasonable prior notice to the Client, as specified in Section 13.

4.4 Late Payment

If any payment is overdue, IDM reserves the right to:

• Suspend access to the Services until outstanding amounts are settled.
• Charge interest on overdue amounts at a rate permitted under applicable Georgian law.
• Terminate this Agreement in accordance with Section 11.3.

4.5 Taxes

All fees are exclusive of applicable taxes, levies, or duties. The Client is responsible for paying all taxes associated with its use of the Services, except for taxes based on IDM's net income.

4.6 Custom Development Services

IDM may provide custom development for Client companies when they require custom features inside or outside the platform. Custom development is outside the standard Subscription unless explicitly agreed otherwise in writing.

Scope, timeline, and pricing for custom development are agreed separately in writing. Pricing depends on the size and complexity of the requested development.

5.1 Permitted Use

The Services are provided exclusively for lawful B2B business purposes. The Client may use the Services to manage retail merchandising operations, generate field reports, and access platform analytics, in accordance with this Agreement.

5.2 Prohibited Conduct

The Client must not, and must ensure that its Authorised Users do not:

• Use the Services for any purpose that is unlawful, fraudulent, or harmful to IDM, other clients, or third parties.
• Attempt to gain unauthorised access to any part of the Services, IDM's infrastructure, or any account other than the Client's own.
• Upload, transmit, or store content that is defamatory, obscene, or in violation of any applicable law.
• Use the Services to process, store, or transmit data in a manner that violates any applicable data protection law, including the Georgian Law on Personal Data Protection and the GDPR where applicable.
• Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code or underlying algorithms of the Services.
• Resell, sublicence, or otherwise make the Services available to any third party as a standalone product, except as expressly permitted by this Agreement.
• Introduce malware, viruses, or any other malicious code into the Services or IDM's infrastructure.
• Scrape, crawl, or systematically extract data from the Services using automated means not authorised by IDM.
• Attempt to circumvent, disable, or interfere with any security, access control, or usage monitoring features of the Services.
• Use the Services in a manner that places unreasonable or disproportionate load on IDM's infrastructure.
• Submit false, misleading, or fabricated data through the platform, including falsified geolocation or image metadata.

5.3 Consequences of Violation

IDM reserves the right to investigate any suspected violation of this section. Upon confirmation of a material violation, IDM may, at its discretion and without liability to the Client, suspend or terminate access to the Services in accordance with Section 11.

6.1 Ownership of Client Data

All Client Data remains the sole property of the Client. IDM does not claim any ownership rights over Client Data. The Client grants IDM a limited, non-exclusive licence to access, store, process, and transmit Client Data solely to the extent necessary to provide the Services.

6.2 Ownership of IDM Content

All rights, title, and interest in and to the Services — including the platform software, interfaces, design, algorithms, documentation, and all IDM Content — are and remain the exclusive property of IDM or its licensors. Nothing in this Agreement transfers any ownership of IDM Content to the Client. The Client receives only the limited usage rights expressly granted in Section 3.1.

6.3 Ownership of Reports

Photoreports and other outputs generated by Authorised Users within the platform are considered Client Data and belong to the Client. IDM has no proprietary interest in the content of such reports.

6.4 Aggregated and Anonymised Data

IDM may use anonymised and aggregated data derived from usage of the Services — from which no individual or Client can be identified — for internal purposes including product improvement, analytics, and benchmarking. This does not constitute a use of Client Data for any purpose that would identify the Client or any of its Authorised Users.

6.5 Feedback

If the Client provides IDM with feedback, suggestions, or ideas regarding the Services, IDM may use such feedback freely without restriction or obligation to the Client.

6.6 Use of Party Assets

Neither party may use the other party's name, logo, trademarks, or specific visual assets (such as screenshots, branded images, or promotional materials) without prior written agreement from the other party. Such agreement may be given via email and must specify: (a) which assets are permitted for use; (b) the purpose for which they may be used; and (c) the duration or any other applicable limitations. Any permitted use is strictly limited to the scope of that agreement and does not constitute a transfer, licence, or assignment of any intellectual property rights. Either party may withdraw a previously granted permission by providing reasonable written notice, provided such withdrawal applies only to future use and not to materials already published or distributed in reliance on the original agreement.

6.7 Client Warranties Regarding Uploaded Content

By uploading any photograph, image, or other content to the Services, the Client represents and warrants that:

• The Client or its Authorised Users hold all necessary rights to upload and use such content within the Services, and that such use will not infringe the intellectual property rights, privacy rights, or any other rights of any third party.
• The uploaded content is not unlawful, defamatory, obscene, or otherwise in violation of applicable law.
• The uploaded content does not contain malicious code, viruses, or any material designed to disrupt or damage IDM's systems.

The Client shall indemnify IDM against any claim brought by a third party arising from a breach of the warranties in this section, in accordance with Section 10.4.

7.1 Relationship of the Parties

With respect to personal data processed through the Services, the Client acts as the data controller and IDM acts as a data processor. Each party shall comply with its respective obligations under applicable data protection law, including the Georgian Law on Personal Data Protection and, where applicable, the GDPR. Where Services are provided under a Partner arrangement, controller allocation is interpreted in accordance with the DPA and Partner Agreement Addendum, and the relevant End Client remains the controller unless the applicable contracts state otherwise.

7.2 Privacy Policy

IDM's collection and processing of personal data in connection with the Services is governed by IDM's Privacy Policy, which is incorporated into this Agreement by reference.

7.3 Client Obligations as Data Controller

The Client is responsible for ensuring that:

• It has a valid legal basis for processing the personal data of its Authorised Users through the Services.
• Authorised Users have been informed about how their data is collected and used, in accordance with applicable law.
• Any personal data submitted to the Services complies with applicable data protection requirements.

7.4 Data Processing Agreement

The Data Processing Agreement ("DPA") is incorporated into this Agreement by reference and governs IDM's processing of personal data on behalf of the Client. Where applicable law, a supervisory authority, or the Client's procurement requirements require a separately executed DPA version or additional transfer documentation, the parties shall execute such documentation on written request. In the event of any conflict between the DPA and this Agreement on matters of data protection, the DPA shall prevail.

7.5 Embedded Third-Party Video Content

Where the Services include embedded YouTube video content, IDM uses YouTube's privacy-enhanced domain (youtube-nocookie.com) with click-to-load behaviour. Video playback starts only after the user presses play, and no persistent YouTube cookies are set before playback begins.

Before playback, users are shown a notice that by starting the video they agree to YouTube/Google's applicable privacy policy and cookie policy, and are encouraged to review those policies in advance. Once playback starts, client-side interaction and technical data may be processed by Google under its own terms.

8.1 Uptime Commitment

IDM's infrastructure provider Cloudways maintains a 99.99% hardware-level SLA, and IDM often won't fall beyond 99.99% uptime threshold, although, end-to-end service availability depends on a broader chain of components for which IDM accepts overall responsibility toward the Client, and commits to maintaining a monthly uptime of at least 99.9% for the Services, as measured across each calendar month ("Uptime Commitment").

8.2 Third-Party Infrastructure and Downtime Attribution

The Services rely on third-party infrastructure providers including, but not limited to, Cloudways (hosting) and Cloudflare (network and DNS). Although IDM does not directly operate these services, any unavailability of the Services caused by failures of such providers is treated as Downtime attributable to IDM for the purposes of this Agreement and the Uptime Commitment in Section 8.1. IDM selects and manages its infrastructure providers with reasonable care and will take prompt action to mitigate and resolve any such failures.

8.3 Scheduled Maintenance

IDM may perform scheduled maintenance that temporarily affects service availability. Scheduled maintenance periods for which IDM has given reasonable advance notice to the Client are excluded from the calculation of Downtime as set out in the definition in Section 2. IDM will endeavour to schedule maintenance during off-peak hours where practicable.

8.4 Uptime Exclusions and Compensation

• Unavailability caused by the Client's or any Authorised User's lack of internet access, mobile data connectivity, or network outages on the Client's side.
• Unavailability caused by VPN software, browser extensions, firewall configurations, or other software or settings within the Client's or user's own environment.
• Device malfunction, operating system failure, or hardware issues on the Client's side.
• Any other cause of unavailability that originates outside of IDM's infrastructure and is within the Client's or user's control.

8.5 Geolocation Accuracy and Device GPS Limitations

Geolocation data collected through the Services is heavily dependent on the GPS capabilities of the Authorised User's mobile device and environmental signal quality. IDM shall bear no liability for any inaccuracies, failed location acquisitions, or resulting consequences caused by the malfunction, limitation, or failure of the device's built-in GPS hardware, internet connectivity, or poor field conditions.

However, IDM retains responsibility for geolocation errors directly resulting from demonstrable bugs or defects within the IDM application code itself.

9.1 Data Loss Caused by IDM or Its Third-Party Services

Where Client Data is lost, corrupted, or becomes unavailable as a direct result of a failure attributable to IDM — including failures of the third-party infrastructure services IDM uses to deliver the Services, such as hosting provider failures, CDN or DNS outages, or cyberattacks targeting IDM's infrastructure — IDM will use reasonable efforts to restore the affected Client Data from its most recent available backup. IDM will notify the Client promptly upon becoming aware of any such data loss event and will communicate the expected scope and timeline for restoration.

The restoration obligation applies to data that is covered by IDM's backup practices as described in Section 9.4. IDM does not guarantee that all data can be fully restored in all circumstances, but commits to making genuine and timely efforts to do so where backups are available and the loss is attributable to IDM's side of the infrastructure.

9.2 Data Loss Caused by the Client

Where Client Data is lost or deleted as a result of actions by the Client or its Authorised Users — including accidental or intentional deletion, misconfiguration, or misuse of the platform — IDM bears no liability for that loss. In such cases, IDM will make a best-effort attempt to restore the data from available backups if the Client submits a written restoration request promptly. However, such restoration is not guaranteed, is subject to backup availability and operational feasibility, and IDM accepts no obligation or liability in connection with it.

9.3 Client Responsibility for Backups

The Client is solely responsible for maintaining its own independent backups of any Client Data it considers critical. IDM strongly recommends that the Client regularly exports its data using the export functionality available within the Services, and does not rely solely on IDM's backup infrastructure as a substitute for its own data protection practices.

9.4 IDM Backup Practices

IDM maintains periodic backups of its systems, including database backups, uploaded image files, and other stored files, as part of its standard infrastructure operations. Backups are taken on a regular schedule, though the specific frequency, retention period, and recovery point objectives may vary and are subject to change based on IDM's operational requirements. While IDM uses these backups to fulfil its restoration obligations under Section 9.1, backup availability cannot be guaranteed for every data item or point in time, and IDM's ability to restore specific data depends on the nature of the loss and the state of available backups at the time.

10.1 Exclusion of Indirect Damages

To the maximum extent permitted by applicable law, IDM shall not be liable to the Client for any indirect, incidental, consequential, special, exemplary, or punitive damages arising out of or related to this Agreement or the Services, including but not limited to loss of profits, loss of business, loss of revenue, loss of data, or loss of goodwill, even if IDM has been advised of the possibility of such damages.

10.2 Cap on Liability

To the maximum extent permitted by applicable law, IDM's total aggregate liability to the Client for all claims arising under or related to this Agreement shall not exceed the total fees paid by the Client to IDM in the three (3) calendar months immediately preceding the event giving rise to the claim.

10.3 Essential Basis of the Agreement

The Client acknowledges that the limitations of liability set out in this section reflect a reasonable and fair allocation of risk between the parties and are an essential basis of the bargain between them. IDM would not enter into this Agreement without these limitations.

10.4 Client's Indemnification of IDM

The Client agrees to defend, indemnify, and hold harmless IDM and its officers, directors, employees, and agents from and against any and all third-party claims, liabilities, damages, losses, costs, and expenses (including reasonable legal fees) arising out of or in connection with:

• The Client's or any Authorised User's breach or alleged breach of this Agreement.
• The Client's or any Authorised User's use or misuse of the Services, including any violation of Section 5.2.
• Any content uploaded to the Services by the Client or its Authorised Users that infringes the intellectual property rights, privacy rights, or other rights of any third party, as further described in Section 6.7.
• Any claim by an Authorised User or third party arising from the Client's decisions regarding the granting or management of access to the Services.

This indemnification obligation shall survive the termination or expiry of this Agreement.

10.5 IDM's Indemnification of the Client

IDM agrees to defend, indemnify, and hold harmless the Client and its officers, directors, and employees from and against any and all third-party claims, liabilities, damages, losses, costs, and expenses (including reasonable legal fees) arising out of or in connection with:

• IDM's material breach of this Agreement.
• Any claim that the Services, as provided by IDM and used in accordance with this Agreement, infringe the intellectual property rights of any third party.
• IDM's gross negligence or wilful misconduct in connection with the provision of the Services.
• IDM's breach of its data protection obligations as data processor under applicable law, where such breach is caused by IDM's own actions or failures.

This indemnification obligation is subject to the liability cap set out in Section 10.2 and shall not apply to the extent that a claim arises from the Client's own breach of this Agreement, misuse of the Services, or instructions given to IDM. This indemnification obligation shall survive the termination or expiry of this Agreement.

11.1 Term

This Agreement commences on the Effective Date and continues on a month-to-month basis unless otherwise specified in the contract between the parties, until terminated in accordance with this section.

11.2 Termination by the Client

The Client may terminate this Agreement by providing written notice to IDM in accordance with the notice period specified in the contract between the parties. The Client remains liable for all fees accrued up to and including the effective date of termination.

11.3 Termination by IDM

IDM may terminate this Agreement or suspend the Client's access to the Services:

• Immediately, upon written notice, if the Client materially breaches this Agreement and fails to remedy that breach within fourteen (14) days of receiving written notice from IDM specifying the breach.
• Immediately, without notice, if the Client engages in conduct that is illegal, fraudulent, or poses a security risk to IDM or other clients.
• Upon written notice, if the Client fails to pay any amounts due and that failure continues for fourteen (14) days after IDM's written notice of non-payment. In Partner arrangements, additional End Client transition and suspension timing is governed by the Partner Agreement Addendum.
• Upon reasonable notice, if IDM discontinues the Services in whole or in part.

11.4 Effect of Termination

Upon termination of this Agreement for any reason:

• All licences granted to the Client under this Agreement immediately cease.
• All Authorised User accounts will be deactivated.
• The Client must immediately cease all use of the Services.
• Any outstanding fees for the current billing period remain due and payable.

11.5 Data Retention and Export After Termination

Following termination, the Client's data will be handled as follows:

• The Client is strongly encouraged to export all Client Data using the platform's export functionality prior to the termination effective date. Available exports include reports, images, and other data made accessible through the export feature.
• Following termination, Client Data will be retained on IDM's servers for a period of up to ninety (90) days ("Retention Period"), during which the Client may contact IDM at support@idm.llc to request a final data export.
• After the Retention Period expires, all Client Data will be permanently and irrecoverably deleted from IDM's active systems. IDM is under no obligation to recover or restore data after this point.
• Data stored in backup archives may persist beyond the Retention Period but will be isolated from active processing and purged in the ordinary course of IDM's backup rotation schedule.
• IDM has no obligation to retain Client Data beyond the Retention Period for any reason, including ongoing legal disputes, unless required by applicable Georgian law.

12.1 Obligations

Each party agrees to keep confidential all non-public information disclosed by the other party in connection with this Agreement that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure ("Confidential Information"). Each party agrees to use the other party's Confidential Information solely to fulfil its obligations under this Agreement and to protect it with at least the same degree of care it applies to its own confidential information, but in no event less than reasonable care.

12.2 Exceptions

Confidentiality obligations do not apply to information that: (a) is or becomes publicly known through no breach of this Agreement; (b) was already known to the receiving party before disclosure; (c) is independently developed by the receiving party without use of the Confidential Information; or (d) is required to be disclosed by law or court order, provided the receiving party gives prompt written notice to the disclosing party where legally permissible.

13.1 Changes to the Services

IDM may modify, update, or discontinue features of the Services at any time at IDM's sole initiative and decision. IDM may consider Client and Authorised User requests when setting priorities, but is not obligated to deliver any specific feature, update, or maintenance item unless agreed in writing.

Where a change materially reduces the functionality of the Services, IDM will provide reasonable advance notice to the Client.

13.2 Changes to This Agreement

IDM may update this Agreement from time to time. Where changes are material, IDM will notify the Client by email or through a prominent notice within the platform no less than thirty (30) days before the changes take effect. Continued use of the Services after the effective date of the updated Agreement constitutes the Client's acceptance of the revised terms. If the Client does not agree to the changes, it must terminate this Agreement before the effective date of the changes.

14.1 IDM Warranties

IDM warrants that:

• It has the right and authority to enter into this Agreement and to grant the licences contained herein.
• It will provide the Services using reasonable skill and care.
• It will implement and maintain reasonable technical and organisational security measures as described in its Privacy Policy.

14.2 Disclaimer

Except as expressly stated in Section 14.1, the Services are provided "as is" and "as available" without warranties of any kind, either express or implied. To the maximum extent permitted by law, IDM disclaims all implied warranties, including but not limited to warranties of merchantability, fitness for a particular purpose, non-infringement, and accuracy of data.

For this section, a "critical bug" means a reproducible defect that materially blocks core Service functionality for the Client and is attributable to IDM-controlled first-party code. IDM is responsible for fixing confirmed critical bugs that can be fixed within IDM-controlled first-party code, within a reasonable time after identification.

Non-critical bugs, and issues caused by third-party services, client-side environment, device limitations, connectivity, or misuse, may be fixed by IDM in good faith when feasible. IDM is not legally obligated or liable to fix such non-critical issues.

Maintenance and updates are provided in good faith and at IDM's sole initiative and decision. IDM often prioritises updates based on client requests, but IDM is not contractually liable to perform any specific maintenance activity or release any specific update unless agreed in writing.

15.1 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of Georgia, without regard to its conflict of law provisions.

15.2 Initial Resolution

The parties agree to attempt to resolve any dispute arising out of or in connection with this Agreement informally in the first instance. Either party may initiate this process by sending written notice of the dispute to the other party. The parties shall attempt good-faith negotiations for a period of thirty (30) days from the date of such notice.

15.3 Arbitration

If the dispute is not resolved through negotiation within the period specified in Section 15.2, either party may refer the dispute to binding arbitration. Arbitration shall be conducted in accordance with internationally recognised arbitration rules as agreed between the parties at the time of the dispute, or in the absence of agreement, under the rules of the Georgian Permanent Arbitration Institution. The seat of arbitration shall be Tbilisi, Georgia, unless otherwise agreed. The language of the arbitration shall be English or Georgian, as agreed by the parties.

15.4 Exceptions

Nothing in this section prevents either party from seeking urgent injunctive or other equitable relief from a court of competent jurisdiction where necessary to protect its rights pending the resolution of a dispute.

16.1 Entire Agreement

This Agreement, together with the signed contract between the parties, the Privacy Policy, any Partner Agreement Addendum where applicable, and any Data Processing Agreement, constitutes the entire agreement between IDM and the Client with respect to the Services and supersedes all prior negotiations, representations, or agreements relating to its subject matter.

16.2 Severability

If any provision of this Agreement is found by a court or arbitrator of competent jurisdiction to be invalid, illegal, or unenforceable, that provision shall be modified to the minimum extent necessary to make it enforceable, or if it cannot be so modified, severed from this Agreement, without affecting the validity or enforceability of the remaining provisions.

16.3 Waiver

No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right. Any waiver must be in writing and signed by an authorised representative of the waiving party to be effective.

16.4 Assignment

The Client may not assign or transfer any of its rights or obligations under this Agreement without IDM's prior written consent. IDM may assign this Agreement in connection with a merger, acquisition, or sale of all or substantially all of its assets, provided the Client is notified in accordance with Section 13.2.

16.5 Force Majeure

Neither party shall be liable for any delay or failure to perform its obligations under this Agreement to the extent such delay or failure is caused by circumstances genuinely beyond its reasonable control that could not have been anticipated or mitigated with reasonable care, including but not limited to natural disasters, acts of government, war, civil unrest, pandemic, or widespread telecommunications failure affecting the internet at a regional or global scale. For clarity, routine failures of individual third-party infrastructure providers that IDM has selected and relies upon to deliver the Services do not constitute force majeure and are governed instead by Sections 8 and 9 of this Agreement.

Where IDM declares a force majeure event, IDM will provide the Client with written notice describing the nature, scope, and expected duration within a reasonable period and, where practicable, no later than five (5) business days after declaration.

16.6 Notices

Any formal notices required under this Agreement must be delivered in writing by email to the addresses specified in the contract between the parties. Notices sent by email are deemed received on the next business day following transmission, provided no delivery failure notification is received.

16.7 Relationship of the Parties

The parties are independent contractors. Nothing in this Agreement creates any partnership, joint venture, agency, franchise, or employment relationship between IDM and the Client or any of its Authorised Users.

16.8 Language

These Terms of Service are written in English. Where a translation is provided for convenience, the English version shall prevail in the event of any conflict or ambiguity.

17.1 Partner Arrangement Communication

Where Services are provided through a Partner arrangement, commercial and billing matters should be addressed to the Partner in the first instance, with IDM copied where formal escalation is required.

Technical support requests may be directed to IDM at support@idm.llc. For Partner arrangements, detailed routing rules are set out in the Partner Agreement Addendum.