Terms of Use — Listio

Welcome to Listio. These Terms of Use ("Terms") govern access to and use of the Listio platform ("Platform," "Service," or "Listio"), made available by Rodolfo Sousa Cruz - ME, a Brazilian sole proprietorship (CNPJ 27.618.739/0001-18), with registered address at Rua Antonio da Costa Santos, 17, Jardim Nova América, Hortolândia, SP, Brazil ("Listio," "we," "us," or "our").

By creating an account, accessing, or using Listio, you ("User," "Customer," or "you") acknowledge that you have read, understood, and agree to these Terms and to our Privacy Policy.

Important: If you do not agree with any part of these Terms, do not use the Platform.

1. Subject

1.1. Listio is a software-as-a-service (SaaS) platform for inventory management, stock counting, and replenishment, built for small and mid-sized retailers — including convenience stores, liquor stores, bodegas, bars, restaurants, bakeries, kiosks, and multi-store chains — available at app.listio.com.br, with documentation at help.listio.com.br and our marketing site at listioinventory.com.

1.2. Listio's features include, without limitation:

a) registering and organizing products, categories, variants, and suppliers;
b) running periodic stock counts;
c) automatically calculating replenishment needs;
d) generating purchase lists and orders, organized by supplier or category;
e) managing multiple stores under the same organization;
f) managing users and permission levels;
g) operational dashboards and inventory metrics;
h) integrations with third-party services, subject to availability.

1.3. Listio is offered in different plans, including a free plan (Free) for continuous use and paid plans (Pro, Multi-store, and others) that may be offered from time to time. Features, limits, and prices for each plan are listed at listioinventory.com/pricing and may change as described in these Terms.

2. Acceptance

2.1. You accept these Terms — whichever happens first — by:

a) creating an account on the Platform, even on the free plan;
b) checking the confirmation box (opt-in) at signup;
c) accessing or using any Listio feature;
d) subscribing to a paid plan through the Platform's interface.

2.2. Your electronic acceptance is legally binding and enforceable to the same extent as a signed written agreement, subject to applicable law.

3. Account, organization, and stores

3.1. To use Listio, you must create an account and provide true, complete, and up-to-date information, including name, e-mail, and password.

3.2. You are solely responsible for keeping your login credentials confidential and must notify Listio immediately of any unauthorized use of your account. Listio is not liable for unauthorized access resulting from your failure to safeguard your credentials.

3.3. You must be at least 18 years old and have full legal capacity or, if acting on behalf of a company, be duly authorized to accept these Terms.

3.4. Creating fake accounts, impersonating others, or sharing your credentials with unauthorized people is prohibited.

3.5. When you create an account, you become the owner of an Organization, which represents your business and acts as an isolated environment within the Platform. An Organization may contain one or more Stores, depending on your plan. The Organization owner may invite other users and assign permission levels (Admin, Manager, Operator) and is responsible for managing those users' access and for any personal data of third parties (such as invited staff, suppliers, or customers) that they enter into the Platform.

4. Plans and payments

4.1. Listio is offered in the following formats:

a) Free plan: continuous use of the Platform within the limits and features Listio defines, at no charge;
b) Paid plans (Pro, Multi-store, and others): additional features for a recurring fee (monthly or annual), at the prices and terms published at listioinventory.com/pricing.

4.2. Payments for paid plans are processed by a third-party provider (currently Stripe), by credit card or other means made available on the Platform. Listio does not store full credit card data — that information travels directly between you and the payment provider over an encrypted connection.

4.3. Paid plans are billed on a recurring basis (monthly or annual), on the same day of the cycle you originally subscribed. Your subscription renews automatically at the end of each cycle unless you cancel before the renewal date.

4.4. Prices are listed in U.S. dollars (USD) unless stated otherwise. You are responsible for any taxes, duties, or currency-conversion fees that apply to your purchase.

4.5. Listio may, at its sole discretion, offer free trials of paid plans, promotional discounts, or temporary benefits. Any such terms will be disclosed to you at the time of the offer.

4.6. If a payment fails, Listio will make reasonable further attempts to charge you. If payment continues to fail, access to paid features may be suspended and the account may be downgraded to the free plan or suspended entirely, as applicable. We will notify you before any permanent suspension.

4.7. Listio may change plan prices and terms, giving affected users at least 30 days' notice. If you disagree with a change, you may cancel your subscription before the new price takes effect.

5. Cancellation and account closure

5.1. You may cancel your subscription at any time, with no penalty, fee, or lock-in period, directly through the Platform's interface or by contacting Listio support.

5.2. When you cancel a paid plan:

a) you keep access to your paid features through the end of the cycle you already paid for;
b) your subscription will not renew for the next cycle;
c) you will not receive a prorated refund for the remaining period, except as described in Section 5.3;
d) after the paid cycle ends, your account may be automatically downgraded to the free plan, if available, or suspended, as applicable.

5.3. Money-back guarantee. As a courtesy — not a statutory requirement — if you cancel a paid plan within 7 calendar days of first subscribing to it, we will refund the amount you paid in full. This guarantee applies once per account and does not apply to subsequent renewals.

5.4. Free plan users may close their account at any time, at no cost.

5.5. Listio may suspend or terminate your account, with or without prior notice, if you breach these Terms or the Privacy Policy, use the Platform fraudulently or unlawfully, provide false information, fail to pay for an extended period, or if required by law or a court order, or if continuing your account poses a demonstrated risk to the security or availability of the Platform or other users. After closure, Listio retains your data only as long as necessary to meet legal obligations or resolve disputes, as described in the Privacy Policy. You may request an export of your data before closing your account, subject to reasonable technical constraints.

With Listio, you cancel whenever you want — no penalty, no lock-in. Simple as that.

6. Acceptable use

6.1. You agree to use Listio only for lawful purposes and in accordance with these Terms and applicable law.

6.2. You may not:

a) use the Platform for illegal, fraudulent activity or activity that infringes third-party rights;
b) attempt to access restricted areas, other users' accounts, or data you are not authorized to access;
c) reverse-engineer, decompile, disassemble, or attempt to extract the Platform's source code;
d) use bots, scrapers, crawlers, or other automated means to access the Platform without express authorization;
e) overload, interfere with, or compromise the operation of the Platform or its underlying infrastructure;
f) reproduce, copy, resell, sublicense, or commercially exploit Listio without authorization;
g) upload viruses, malware, or malicious code;
h) use the Platform to build, train, or improve a competing product or service;
i) infringe Listio's or any third party's intellectual property rights;
j) upload, transmit, or store illegal, discriminatory, defamatory, offensive, violent, or hateful content.

6.3. Breaching these rules may result in immediate suspension or termination of your account, without prejudice to any legal remedies and your duty to compensate Listio for resulting losses.

7. Customer content and integrations

7.1. You are solely responsible for the data you enter into the Platform, including product records, suppliers, stock levels, counts, orders, and other operational information ("Customer Content").

7.2. You represent that you hold all rights necessary over the Customer Content you enter and that its use on the Platform does not infringe any third party's rights, including intellectual property, privacy, and data protection rights.

7.3. You grant Listio a limited, non-exclusive, revocable license to store, process, and display your Customer Content strictly to operate the Service, including backups, technical processing, and delivery of the features you have subscribed to. Listio does not claim ownership of your Customer Content and will not use it for purposes unrelated to providing the Service, other than producing reports, benchmarks, and studies from anonymized and/or aggregated data, as described in our Privacy Policy.

7.4. You acknowledge that Listio is an operational support tool that depends fundamentally on you correctly running your counts and on the accuracy of the data you enter. Discrepancies between your actual physical stock and the quantities recorded on the Platform are your sole responsibility.

7.5. Listio may offer optional integrations with third-party platforms and systems (such as e-commerce platforms, ERPs, point-of-sale systems, payment processors, e-mail providers, and analytics or marketing tools). Integrations are activated at your discretion; once activated, you authorize the exchange of data between Listio and the integrated service and agree to that service's own terms and policies. Listio is not responsible for the availability, functioning, quality, or policies of any integrated third-party service. Because Listio uses a periodic-count (snapshot) inventory model, while ERPs and point-of-sale systems typically use a transaction-based model (individual sales, receipts, and adjustments), discrepancies between the two can occur naturally when they are synced; reconciling them is your responsibility, and Listio does not guarantee perfect automatic reconciliation between the two models. You may disable an integration at any time in your settings; doing so stops future data exchange but does not undo processing already completed.

8. Availability and support

8.1. Listio will make reasonable efforts to keep the Platform available on a continuous basis, but does not guarantee uninterrupted availability. Downtime may occur due to scheduled maintenance, updates, technical issues, third-party provider failures, or events beyond our reasonable control. Where possible, we will announce scheduled maintenance in advance.

8.2. Listio does not currently offer a formal SLA (Service Level Agreement) for uptime, performance, or response time. Specific commitments of that nature may be offered under individually negotiated enterprise agreements.

8.3. Support is available through the channels listed on the Platform and at help.listio.com.br, depending on your plan. Support covers questions and issues related to the Platform's operation and does not include operational, tax, accounting, or business-strategy consulting.

9. Intellectual property

9.1. Listio, its brand, trade name, logos, layout, source code, text, images, databases, algorithms, features, and all other elements are the exclusive property of Listio or its licensors, protected by applicable intellectual property laws.

9.2. These Terms do not transfer any intellectual property rights in the Platform to you. They only grant you a personal, limited, non-exclusive, non-transferable, non-sublicensable, revocable license to use the Platform for the purposes described in these Terms, for as long as your account remains active.

9.3. You may not use the Listio brand without our prior written consent, and you may not remove, obscure, or alter any proprietary notices on the Platform.

10. Limitation of liability and indemnification

10.1. Listio is a stock-management support tool. Operational, commercial, financial, tax, and strategic decisions you make based on information from the Platform are your sole responsibility.

10.2. The Platform is provided "as is" and "as available," without warranties of any kind, express or implied, including warranties of specific operational, financial, or commercial results (such as fewer stockouts, purchasing savings, or higher sales), fitness for a particular purpose not described in these Terms, uninterrupted or error-free operation, or compatibility with every device, operating system, browser, or third-party integration.

10.3. To the maximum extent permitted by law, Listio is not liable for:

a) losses arising from use or inability to use the Platform;
b) registration, counting, or data-entry errors made by you or your operators;
c) discrepancies between actual physical stock and the quantities recorded on the Platform;
d) stockouts, overbuying, financial losses, or lost sales resulting from use of the Platform;
e) unavailability, changes, or discontinuation of integrated third-party services;
f) data loss caused by your actions or those of integrated third parties;
g) unauthorized access to your account resulting from misuse or improper sharing of credentials;
h) events beyond our reasonable control;
i) lost profits, indirect damages, loss of opportunity, or consequential damages.

10.4. In any case, and without limiting rights that cannot be limited under applicable law, Listio's total liability to you, whether in contract, tort, or otherwise, is capped at the amount you actually paid to Listio in the 12 months preceding the event giving rise to the claim. For free-plan users, who have paid Listio nothing, that cap is USD $100.

10.5. Nothing in these Terms excludes liability that cannot be excluded under applicable law.

10.6. You agree to indemnify and hold Listio harmless from any claim, demand, lawsuit, loss, damage, or expense (including reasonable attorneys' fees) arising from your misuse of the Platform, breach of these Terms, or infringement of a third party's rights.

11. Changes to these terms

11.1. Listio may update these Terms at any time by posting the revised version on the Platform, to reflect product updates, new features, legal or regulatory changes, or business adjustments.

11.2. We will notify you of material changes by e-mail or a notice on the Platform at least 15 days in advance.

11.3. Continued use of the Platform after changes take effect constitutes acceptance of the updated Terms. If you disagree with a change, you should close your account before it takes effect.

12. Governing law, venue, and general provisions

12.1. These Terms are governed by the laws of the State of Delaware, United States, without regard to its conflict-of-law principles. Any dispute arising from these Terms will be brought exclusively in the state or federal courts located in Delaware, and you consent to their jurisdiction and venue.

12.2. This clause does not override any consumer-protection rights that cannot be waived under the mandatory law of your country or state of residence, if any such mandatory rights apply to you.

12.3. Listio's tolerance of any breach of these Terms is a one-time courtesy and does not waive our right to enforce these Terms later, nor does it amend these Terms.

12.4. If any provision of these Terms is held invalid or unenforceable, the remaining provisions remain in full force and effect.

12.5. These Terms, together with the Privacy Policy, form the entire agreement between you and Listio and supersede any prior agreements or representations, written or oral.

12.6. You may not assign or transfer your rights or obligations under these Terms without our prior written consent. Listio may assign its rights and obligations, in whole or in part, to an affiliate or successor in connection with a merger, acquisition, or reorganization, with notice to you.

12.7. Listio may be used by users located in different countries. If so, you acknowledge that data may be transferred internationally, as described in the Privacy Policy.

12.8. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship between you and Listio; the parties are independent contractors.

13. Contact

If you have questions about these Terms, contact us at talk@listio.com.br or through the channels listed at listioinventory.com/contact.