SABHI INC.

1. INTRODUCTION

1.1    Purpose of the Agreement. These Terms of Service (“Terms”) govern access to and use of the software, platform, website, APIs, and related services provided by Sabhi Inc. (“Sabhi,” “we,” “us,” or “our”). By registering for, accessing, or using the Platform, you agree to be bound by these Terms on behalf of the business entity you represent. If you do not agree to these Terms, you must not use or access the Platform.1.2    Acceptance of Terms. You accept these Terms by creating an account, clicking to agree, or by otherwise using the Platform. If you are accepting these Terms on behalf of a company or other legal entity, you represent and warrant that you have authority to bind that entity, and “you” or “your” shall refer to that entity.1.3    Modification of Terms. Sabhi may amend or update these Terms periodically. Material changes will be communicated through reasonable means such as email, an in-platform notification, or an updated effective date posted on Sabhi’s website. The updated Terms shall take effect as of the stated effective date. Continued use of the Platform after such date constitutes acceptance of the modified Terms.1.4    Contact Information and Effective Date. Questions or concerns regarding these Terms may be directed to legal@sabhi.io. The effective date of these Terms shall be indicated at the top of the published version.

2. DEFINITIONS

2.1    “Sabhi,” “We,” “Our,” or “Us”. Refers to Sabhi Inc., a Delaware corporation, including its affiliates, successors, and permitted assigns.

2.2    “User,” “You,” or “Your”. Refers to the business entity registering for or using the Platform, as well as its authorized employees, contractors, and agents accessing the Platform under that entity’s account.

2.3    “Platform,” “Services,” and “Integrations”. “Platform” or “Services” means Sabhi’s proprietary software-as-a-service (SaaS) solution, including automation tools, analytics, RMA modules, and related documentation. “Integrations” refers to third-party systems (e.g., ERPs, CRMs, logistics or payment platforms) connected to the Platform through Sabhi’s or third-party APIs.

2..4    “Merchant Account,” “Payment Processor,” and “Partner Integration”. “Merchant Account” means your account established directly with a third-party payment processor. “Payment Processor” refers to third-party entities, such as Payroc or SlimCD, that process transactions and payments. “Partner Integration” refers to software integrations or connections with third parties (e.g., Hollander, Pinnacle) for purposes of data exchange or workflow functionality.

2.5    “Subscription,” “Freemium,” and “Usage-Based” Models. “Subscription” means a paid service plan billed monthly or annually that provides access to specific Platform features. “Freemium” refers to the free entry-level version of the Platform (Sabhi One) offering limited features and optional upgrades. “Usage-Based” refers to pricing based on variable usage metrics, including but not limited to messaging or shipping transaction volumes, as set forth in your selected plan.

3. ELIGIBILITY AND ACCOUNT REGISTRATION

3.1    Business Use Limitation. The Platform is offered exclusively for legitimate business purposes and is not intended for personal or consumer use. By accessing or using the Platform, you represent that you are acting in a business capacity, have full legal authority to enter into these Terms, and are at least eighteen (18) years of age or the age of majority in your jurisdiction.

3.2    Registration and Account Accuracy. To access the Platform, you must register for an account by providing accurate, current, and complete information, including your business name, address, billing information, and designated points of contact. You agree to keep such information updated at all times. Sabhi reserves the right to suspend or terminate any account containing false, misleading, or incomplete information

3.3    Access Credentials and Security Obligations. You are solely responsible for maintaining the confidentiality and security of your account credentials, API keys, and passwords. You agree to restrict access to authorized personnel only and to promptly notify Sabhi of any unauthorized access, breach, or suspected misuse of your account. Sabhi may implement additional security measures, including multi-factor authentication, to safeguard account access.

3.4    Suspension or Revocation of Access. Sabhi may suspend, restrict, or revoke access to the Platform immediately, with or without notice, if (a) you violate these Terms or any applicable law; (b) your use poses a security, fraud, or operational risk; (c) payment obligations remain outstanding; or (d) Sabhi is required to do so by applicable law, a regulatory authority, or a third-party provider. Where reasonably possible, Sabhi will provide prior notice and an opportunity to cure the issue before permanent suspension or termination.

4. DESCRIPTION OF SERVICES

4.1    Overview of Sabhi Platform. The Platform is a proprietary software-as-a-service (SaaS) solution designed to streamline business operations for users in the automotive recycling, salvage, and industrial parts sectors. Sabhi provides tools for workflow automation, integration with third-party applications, analytics dashboards, customer management, and RMA (Return Merchandise Authorization) tracking. The Platform is offered exclusively to business users for legitimate commercial purposes.

4.2    Tiered Service Offerings. Sabhi provides multiple service tiers tailored to business needs, including: (a) Sabhi One - a free, entry-level plan offering core features for basic workflow management; (b) Sabhi Grow - a paid subscription tier with enhanced automation, analytics, and integration capabilities; and (c) Sabhi Pro - an advanced plan providing custom configuration, API capacity, and dedicated support. The specific features and limits for each plan are detailed on Sabhi’s website and may be updated periodically.

4.3    Beta and Trial Access. Sabhi may offer optional beta features or limited-time free trials, including a standard fourteen (14)-day evaluation period for paid plans. Beta features are provided on an “as-is” basis and may be modified or discontinued at any time without notice. Users participating in trials or beta programs acknowledge that such access does not create any service-level or uptime obligations for Sabhi.

4.4    Service Availability, Modifications, and Maintenance Windows. Sabhi strives to provide reliable service availability but does not guarantee uninterrupted access. Routine maintenance, upgrades, or network conditions may result in temporary service interruptions. Sabhi reserves the right to modify, suspend, or discontinue any part of the Platform without liability, provided that active paid users receive reasonable advance notice of material service changes.

4.5    API and Third-Party Integrations. The Platform integrates with select third-party systems via secure APIs. These integrations enable data synchronization, transaction processing, and enhanced automation features. Sabhi does not control or assume responsibility for third-party systems, their uptime, or data handling practices. Users acknowledge that their use of such integrations is governed by the respective third-party terms and conditions.

5. PAYMENT TERMS

5.1    Pricing Model. Sabhi offers a hybrid pricing structure combining free, subscription-based, and usage-based models. The free tier (Sabhi One) grants limited functionality, while paid subscriptions offer expanded capabilities and support. Usage-based fees apply to specific activities such as messaging or shipping volume, as described in your selected plan.

5.2    Subscription Billing and Auto-Renewal. Paid plans are billed on a recurring monthly or annual basis, depending on the subscription selected. Unless cancelled prior to the renewal date, subscriptions automatically renew for successive periods at the then-current rate. You authorize Sabhi or its billing partners to automatically charge applicable fees to your designated payment method at the start of each billing cycle.

5.3    Trials and Promotional Credits. Free trials and promotional credits are subject to the conditions stated at the time of offer. Trials convert automatically to paid subscriptions at the end of the trial period unless cancelled prior to expiration. Promotional credits are non-transferable, non-refundable, and may expire as stated in the applicable terms of the offer.

5.4    Payment Collection via payment gateways – Sabhi Out of PCI Scope. All payment processing for paid subscriptions is conducted through independent third-party payment processors. Sabhi does not store, process, or transmit payment card information and is therefore not within the scope of PCI DSS compliance. Users are required to always maintain valid and authorized payment credentials with the designated processor.

5.5    Taxes, Chargebacks, and Refund Policy. Subscription fees are exclusive of applicable taxes, levies, or duties. You are responsible for payment of all such taxes imposed by any governmental authority, excluding taxes based on Sabhi’s income. Chargebacks or payment disputes must be resolved directly with Sabhi’s billing department. Except as required by law, all payments are non-refundable.

5.6    Late Payments and Suspension for Nonpayment. Failure to pay subscription fees or usage charges when due may result in suspension or termination of your account. Overdue amounts may accrue interest at one and one-half percent (1.5%) per month, or the maximum rate permitted by law, whichever is lower. Sabhi may also recover reasonable costs of collection, including attorney’s fees.

6. USER OBLIGATIONS AND ACCEPTABLE USE

6.1    Compliance with Laws and Regulations. Users must comply with all applicable local, state, federal, and international laws and regulations governing the use of the Platform, including but not limited to data protection, export control, and intellectual property laws.

6.2    Acceptable Use Policy (AUP) – Prohibited Conduct. Users may not use the Platform to: (a) engage in fraudulent, deceptive, or unlawful activity; (b) transmit spam, malware, or harmful code; (c) attempt to gain unauthorized access to the Platform or third-party systems; (d) interfere with system integrity or performance; or (e) misrepresent affiliation with any person or entity.

6.3    Misuse: Fraud, Spam, Abuse, or Harassment. Sabhi maintains zero tolerance for fraudulent activity, harassment, abusive communications, or manipulation of the Platform. Accounts found to be engaged in such conduct may be suspended or permanently terminated at Sabhi’s sole discretion.

6.4    Data Accuracy and Responsibility for Submitted Information. Users are responsible for ensuring that all information submitted through the Platform, including data exchanged via integrations or APIs, is accurate, lawful, and complete. Sabhi bears no responsibility for errors, omissions, or inaccuracies in user-submitted data.

6.5    Restrictions on Reverse Engineering, Copying, or Unauthorized API Access. Users shall not (a) copy, modify, or distribute the Platform or its documentation; (b) reverse engineer, decompile, or attempt to derive source code; (c) use the Platform for benchmarking or competitive analysis; or (d) access the Platform or APIs through automated or unauthorized means. Violations of this section may result in immediate suspension or legal action.

7. SUSPENSION AND TERMINATION

7.1    Suspension Grounds. Sabhi may suspend or restrict access to the Platform immediately, with or without notice, if: (a) there is suspected or actual security incident, compromise, or unauthorized access; (b) you misuse the Platform, violate these Terms, or engage in unlawful activity; (c) Sabhi is required to do so by law, regulation, court order, or at the request of a third-party provider; or (d) payment obligations are overdue or a charge is disputed or reversed. Where commercially reasonable, Sabhi will notify you of the reason for suspension and, if remediable, provide a path to cure.

7.2    Termination by Sabhi for Cause or Business Necessity. Sabhi may terminate these Terms or any access to the Platform: (a) for cause, including material breach that remains uncured after written notice; (b) immediately for repeated or egregious violations, fraud, data security incidents, or unlawful activity; or (c) for business necessity such as discontinuation of a feature or service line, provided paid users receive reasonable advance notice and a pro-rata refund of any prepaid, unused fees where applicable.

7.3    Termination by User. You may terminate your paid subscription at any time through the account settings or by submitting a written notice to Sabhi’s support. Cancellations take effect at the end of the then-current billing period unless otherwise specified. Closing the account ends future renewals; it does not retroactively create refunds unless required by law or expressly agreed in writing.

7.4    Effects of Termination. Upon termination or expiration: (a) your right to access and use the Platform ceases; (b) Sabhi will deactivate account credentials; (c) Sabhi will make commercially reasonable efforts, upon written request within thirty (30) days of termination, to provide an export of your available customer-provided data in a commonly used format; (d) after such period, Sabhi may delete or overwrite stored data in the ordinary course of business, subject to legal retention obligations; and (e) all amounts due and payable, including accrued usage fees, become immediately due. Sections intended to survive (including confidentiality, IP, limitations of liability, indemnities, and dispute resolution) shall continue in force.

7.5    Reactivation and Future Access Requests. Requests to reactivate a suspended or terminated account may be considered at Sabhi’s discretion and may require written assurances, remediation steps, updated billing information, or payment of outstanding amounts. Sabhi makes no commitment to preserve data beyond the stated retention window.

8. PRIVACY AND DATA USE

8.1    Incorporation by Reference. Sabhi’s Privacy Policy, as updated from time to time, is incorporated by reference and governs Sabhi’s collection, use, disclosure, and protection of personal data processed in connection with the Platform.

8.2    Limited Role. Sabhi provides software functionality and API integrations and does not store, process, or transmit payment card information. Payment credentials and merchant settlement activities are handled by independent third parties.

8.3    Third-Party Processors. All payment processing is performed by third-party providers such as Payroc and SlimCD under their respective merchant agreements. Your relationship with such providers is governed by their terms, and Sabhi is not responsible for their acts, omissions, availability, or data handling practices.

8.4    User Responsibility. You are responsible for ensuring that your collection and use of data - including any data relating to your customers, partners, or end users - complies with applicable privacy and data protection laws and with any notices, consents, or contractual commitments you owe to third parties.

8.5    Consent. By accessing or using the Platform, you consent to the data practices described in Sabhi’s Privacy Policy. If you do not agree with the Privacy Policy, you must discontinue use of the Platform.

9. INTELLECTUAL PROPERTY

9.1    Ownership of Software, Code, and Content. The Platform, including all software, code, interfaces, designs, documentation, know-how, and any improvements, modifications, or derivative works thereof, is and will remain the exclusive property of Sabhi and its licensors. No ownership rights are transferred to you under these Terms.

9.2    Limited User License. Subject to your compliance with these Terms and timely payment of applicable fees, Sabhi grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license during the subscription term to access and use the Platform solely for your internal business purposes and in accordance with any plan limits, documentation, and usage policies.

9.3    Feedback and Improvements. If you provide suggestions, ideas, or other feedback regarding the Platform, you grant Sabhi a perpetual, irrevocable, worldwide, royalty-free right to use, copy, modify, distribute, and create derivative works from such feedback without restriction or obligation.

9.4    Restrictions on Use of Sabhi Marks and Branding. You may not use Sabhi’s names, logos, trademarks, or trade dress without Sabhi’s prior written consent. Any permitted use must comply with Sabhi’s brand guidelines, and all goodwill arising from such use will inure to Sabhi.

9.5    Reservation of Rights. Except for the limited license expressly granted, all rights not expressly granted to you are reserved by Sabhi and its licensors. No implied licenses are granted under these Terms.

10. DISCLAIMERS AND LIMITATION OF LIABILITY

10.1    Platform Provided “As Is”. The Platform and all related documentation, interfaces, and features are provided on an “as is” and “as available” basis. To the maximum extent permitted by law, Sabhi disclaims all warranties, whether express, implied, statutory, or otherwise, including any implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement.

10.2    No Warranty of Uptime, Performance, or Merchant Success. Sabhi does not warrant that the Platform will be uninterrupted, error-free, secure, or free of harmful components, or that it will meet your performance requirements. No advice or information, whether oral or written, creates any warranty not expressly stated in these Terms. Business outcomes, revenue generation, merchant approvals, or commercial success are not warranted.

10.3    Liability Cap. To the maximum extent permitted by law, Sabhi’s aggregate liability arising out of or related to these Terms, the Platform, or any services provided hereunder shall not exceed the total amount of fees actually paid by you to Sabhi for the Platform during the twelve (12) months immediately preceding the event giving rise to liability. If you use only the freemium tier and have paid no fees, Sabhi’s aggregate liability shall not exceed one hundred dollars (US $100).

10.4    Exclusion of Indirect, Special, or Consequential Damages. To the maximum extent permitted by law, in no event shall Sabhi be liable for any indirect, incidental, special, exemplary, punitive, or consequential damages, or any loss of profits, revenue, goodwill, data, or business interruption, even if advised of the possibility of such damages.

10.5    No Liability for Third-Party Integration or API Failures. Sabhi shall have no liability for acts, omissions, outages, errors, data loss, security incidents, or failures attributable to third-party providers, networks, or services, including payment processors (e.g., Payroc, SlimCD) and other integrations (e.g., Hollander, Pinnacle), nor for your or any third party’s misuse of the Platform or APIs.

11. INDEMNIFICATION

11.1    User Indemnity (Breach, Misuse, or Violation of Laws). You shall defend, indemnify, and hold harmless Sabhi and its officers, directors, employees, and agents from and against any third-party claims, losses, liabilities, damages, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to:

• Your breach of these Terms or applicable law.
• Your misuse of the Platform or violation of the Acceptable Use Policy.
• Your data, content, or interactions with third-party services.
• Or any allegation that your business operations, products, or services caused harm to a third party.

11.2    Sabhi Indemnity (Gross Negligence or Willful Misconduct). Sabhi shall defend, indemnify, and hold you harmless from and against third-party claims finally awarded by a court or settled with Sabhi’s consent to the extent arising from Sabhi’s gross negligence or willful misconduct in providing the Platform. This Section 11.2 does not apply to third-party services, your configurations, or your use of the Platform in breach of these Terms.

11.3    Claim Handling and Defense Cooperation. The indemnified party must promptly notify the indemnifying party in writing of any claim, provide reasonable cooperation at the indemnifying party’s expense, and grant the indemnifying party sole control of the defense and settlement, provided that no settlement admits fault or imposes payment or non-monetary obligations on the indemnified party without its prior written consent (not to be unreasonably withheld).

12. CONFIDENTIALITY

12.1    Definition and Scope of Confidential Information. “Confidential Information” means any non-public information disclosed by one party to the other, directly or indirectly, in any form, 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, including business plans, pricing, customer lists, financials, technical data, product roadmaps, security information, and the terms of these Terms.

12.2    Non-Disclosure and Use Restrictions. Each party shall:

• Use the other party’s Confidential Information solely for purposes of exercising rights or performing obligations under these Terms;
• Not disclose such Confidential Information to any third party except to its employees, contractors, or advisors who need to know it for such purposes and who are bound by confidentiality obligations at least as protective as those herein.
• Protect such Confidential Information using at least the same degree of care used to protect its own confidential information of like importance, but no less than a reasonable degree of care.

12.3    Exclusions (Public Domain, Prior Knowledge, Compelled Disclosure). Confidential Information does not include information that is or:

• Becomes publicly available through no breach of these Terms,
• Was known to the receiving party without restriction before receipt,
• Is rightfully received from a third party without restriction.
• Is independently developed by the receiving party without use of or reference to the disclosing party’s Confidential Information. The receiving party may disclose Confidential Information to the extent required by law, regulation, or court order, provided it gives prompt written notice (where legally permissible) and cooperates in seeking protective treatment.

12.4    Duration and Survival. Each party’s confidentiality obligations shall commence upon disclosure and continue for five (5) years thereafter, except that trade secrets shall be protected for so long as they remain trade secrets under applicable law. Upon termination or upon request, the receiving party shall promptly return or destroy the disclosing party’s Confidential Information, except that one archival copy may be retained solely for legal or compliance purposes and subject to ongoing confidentiality obligations.

13. BETA SERVICES AND FEEDBACK

13.1    Optional Participation in Beta Programs. Sabhi may invite you to access or test pre-release, pilot, or beta features or services (“Beta Services”). Participation is optional and may be subject to additional terms provided at the time of access. Beta Services are provided for evaluation and feedback purposes only and may be time-limited, feature-limited, or access-limited.

13.2    No Warranty on Beta Features. Beta Services may be incomplete, unstable, or changed at any time without notice and are provided “as is,” without support, service level commitments, or warranties of any kind. Sabhi may suspend or discontinue Beta Services at any time and has no obligation to release any Beta Service into general availability.

13.3    License to Use Feedback for Product Improvement. If you provide comments, bug reports, ideas, or other feedback regarding the Platform or Beta Services, you grant Sabhi a perpetual, irrevocable, worldwide, royalty-free license to use, reproduce, modify, distribute, display, and create derivative works from such feedback for any purpose, without attribution or compensation to you.

14. GOVERNING LAW AND DISPUTE RESOLUTION

14.1    Governing Law. These Terms and any dispute or claim arising out of or in connection with them or their subject matter or formation shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflicts of law principles.

14.2    Venue and Jurisdiction. Subject to the arbitration provision below, the state and federal courts located in New Castle County, Delaware shall have exclusive jurisdiction over any suit, action, or proceeding arising out of or relating to these Terms, and each party irrevocably submits to the personal jurisdiction and venue of such courts.

14.3    Informal Resolution Requirement. Before initiating arbitration or litigation, the parties shall first attempt in good faith to resolve any dispute by providing written notice describing the dispute and the requested relief and engaging in discussions for at least thirty (30) days following receipt of such notice.

14.4    Binding Arbitration and Class Action Waiver. Except for claims seeking injunctive or equitable relief or claims within the jurisdiction of small claims court, any dispute, claim, or controversy arising out of or relating to these Terms or the Platform shall be resolved by binding arbitration before a single arbitrator administered by the American Arbitration Association under its Commercial Arbitration Rules. The seat of arbitration shall be Wilmington, Delaware, and the language of the arbitration shall be English. The arbitrator may award any relief available in a court, subject to the limitations of these Terms. Each party will bear its own attorneys’ fees and costs unless the arbitrator determines otherwise under applicable law. To the fullest extent permitted by law, disputes shall be arbitrated only on an individual basis and not in a class, consolidated, representative, or private attorney general action, and the parties waive any right to participate in such actions.

15. MISCELLANEOUS

15.1    Entire Agreement. These Terms, together with any order forms, plan descriptions, or policies expressly incorporated by reference (including the Privacy Policy), constitute the entire agreement between the parties with respect to the subject matter and supersede all prior or contemporaneous understandings, proposals, or agreements, whether written or oral.

15.2    Assignment and Successors. A You may not assign, delegate, or transfer these Terms, in whole or in part, without Sabhi’s prior written consent, and any attempted assignment in violation of this section is void. Sabhi may assign these Terms without your consent to an affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of substantially all assets. Subject to the foregoing, these Terms bind and inure to the benefit of the parties and their respective successors and permitted assigns.

15.3    Force Majeure. Sabhi shall not be liable for any delay or failure to perform due to events beyond its reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, labor disputes, supply chain failures, power or internet outages, or actions by governmental authorities. Performance shall be excused for the duration of the force majeure event and for a reasonable period thereafter.

15.4    Notices and Communication Methods. Notices to Sabhi must be sent to _______ and are deemed given upon receipt. Sabhi may provide notices to you by email to the address associated with your account, by in-product messaging, or by posting on the Sabhi website. Billing or operational communications may be provided electronically and need not be formal legal notices.

15.5    Waiver and Severability. No waiver of any term is effective unless in writing and signed by the waiving party, and no waiver of any breach constitutes a waiver of any other or subsequent breach. If any provision of these Terms is held invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect, and the invalid provision shall be deemed modified to the minimum extent necessary to make it enforceable.

15.6    Survival of Certain Clauses. The following provisions survive termination or expiration of these Terms: payment obligations accrued prior to termination, confidentiality, intellectual property, disclaimers, limitation of liability, indemnification, governing law, dispute resolution, and any other provisions that by their nature should reasonably survive.