Terms of Service

These Terms of Service (“Terms and Conditions”) govern access to and use of Company’s software, applications, APIs, websites, and related systems by any individual or entity, including Company’s and Customer’s employees, contractors, advisers, suppliers, business partners, and other Users. They also govern Customer’s purchase of Services, including any separately ordered Freight Forwarding Services or Physical Services. Obligations expressly assigned to Customer apply to the contracting Customer; obligations applicable to access and use apply to each User as provided below. Anyone accepting these Terms and Conditions on behalf of Customer represents that they have authority to bind Customer and must not accept on Customer’s behalf without that authority.

Customer accepts these Terms and Conditions by signing or electronically accepting an order or agreement that incorporates them, or by otherwise affirmatively accepting them when registering for or ordering Services. Each User, including an employee, contractor, adviser, supplier, or business partner of Company or Customer, agrees in their individual capacity to the access, acceptable-use, confidentiality, and intellectual-property obligations applicable to their use when they affirmatively accept these obligations or access or use the Services after receiving conspicuous notice that doing so constitutes acceptance, to the extent permitted by law. Sections 9, 10, 17, and 21 also apply to each User’s agreement concerning that access and use, subject to their terms and non-waivable rights. These access and use obligations supplement applicable employment and confidentiality agreements. They do not replace an employment agreement or its dispute-resolution provisions, and Section 17 does not require arbitration of employment disputes under these Terms and Conditions. Authorizing a User does not make that User the contracting Customer or independently responsible for Customer’s subscription fees.

The Payment Terms are incorporated by reference into and form part of this agreement. The Privacy Policy describes personal-information practices and individual rights. Changes to these Terms and Conditions and the Payment Terms are governed by Section 15.1. Conflicts between documents are governed by Section 21.4.

1. Definitions

1.1 Company means Endless Commerce, Inc. (“Endless Commerce”), unless an order or separately executed agreement expressly identifies another Endless Commerce entity as the contracting provider for specified Services. Each identified entity is responsible only for its own contractual obligations. Engaging an affiliate, contractor, or agent does not make that person a party to this agreement or make Company responsible for unrelated obligations of that person.

1.2 Customer means the business, organization, or individual acting in a business capacity that enters into this agreement and orders or registers for Services. Customer’s Users, customers, suppliers, and other counterparties are not parties solely because their information or transactions are processed through the Services.

1.3 Application Data means Company’s proprietary reference data, software-generated technical and performance information, and third-party materials made available through the Services, excluding User Content. Customer-specific orders, invoices, shipment records, reports, and associated business data remain User Content even when generated through the Services. Company retains its rights in the underlying software, templates, methods, and reference data. Application Data is Company’s Confidential Information only to the extent it meets Section 1.8.

1.4 Services means the Software Services Company makes available for access or use and any Freight Forwarding Services or Physical Services Company agrees to provide to Customer. “Software Services” or “Endless Commerce Software Services” means CommerceOS and related applications, APIs, AI features, integrations, reports, and tools for managing commerce operations. “Site” or “Website” means endlesscommerce.com and Company-operated sites through which Services are provided. Purchasing Software Services does not, by itself, engage Company to transport, store, or handle Products.

1.5 Freight Forwarding Services: shall mean any international or domestic freight coordination, ocean or air freight booking, customs brokerage support, carrier management, or related logistics services arranged or facilitated by Company as a freight forwarder on behalf of Customer, whether provided directly or through contracted third-party carriers and agents.

1.6 Physical Services: shall mean any third-party logistics, fulfillment, warehousing, receiving, storage, pick-and-pack, freight coordination, or 4PL services provided by Company or its affiliated or contracted operators in connection with Customer’s use of the platform.

1.7 User Content means content, data, and materials submitted to or processed through the Services by or on behalf of Customer, including through Users, integrations, and authorized automation, and the customer-specific business records described in Section 1.3. User Content is Customer’s Confidential Information, subject to the exclusions in Section 1.8.

1.8 Confidential Information means nonpublic information disclosed or made available by or on behalf of one party to the other in connection with evaluating, entering into, or performing the parties’ business relationship, before or after acceptance of this agreement, in any form. It includes information marked confidential or that reasonably should be understood to be confidential given its nature or the circumstances of disclosure. Examples include negotiated contract terms and nonpublic pricing; business and financial information; customer and supplier information; User Content; software, source code, architecture, algorithms, and technical documentation; credentials, security controls, vulnerability information, and nonpublic audit reports; product plans, roadmaps, unreleased features, demonstrations, and evaluation access; and copies, extracts, analyses, or notes containing or revealing that information. Public website terms and publicly available product information are not confidential merely because they concern the Services.

Information is excluded only to the extent the receiving party can demonstrate with reliable records that it: (a) was lawfully known to that party without a confidentiality restriction before disclosure; (b) is or becomes publicly available without a breach by that party or a person for whom it is responsible; (c) was independently developed without using or referring to the disclosing party’s Confidential Information; or (d) was lawfully obtained from a third party entitled to disclose it without a confidentiality obligation. A combination of information is not excluded merely because individual elements are public, unless the combination itself qualifies for an exclusion.

1.9 Feedback means suggestions or recommendations that Customer or any User voluntarily provides about Company’s products or Services. Feedback does not include User Content or any person’s Confidential Information merely because it accompanies a suggestion.

1.10 Inventory: means Products received, stored, handled, or processed by Company or its contracted operators under an agreement for Physical Services.

1.11 Products means goods Customer owns or is authorized to tender for Freight Forwarding Services or Physical Services. “Fulfillment Partners” means warehouse, fulfillment, or logistics operators engaged to provide Physical Services.

1.12 Users means all individuals who access or use the Services, including employees, contractors, advisers, suppliers, customers, business partners, and other individuals accessing or using the Services for Company, Customer, or themselves. “Customer’s Users” means individuals Customer authorizes to access Services for its business purposes within the permissions and usage limits of its Service Plan. Company personnel do not become Customer’s Users solely because they access Customer’s account to perform their work for Company. Describing a person as a User does not authorize access or grant a license. An API credential, integration, or automated agent is an access mechanism governed by Sections 2.12–2.14 and is not an individual User.

1.13 Service Plan means the order form, subscription selection, statement of work, or other order accepted by Company and Customer that identifies the purchased Services, applicable fees, usage limits, and subscription or service period.

2. Software Usage

2.1 Business Use. Services are offered for business use. Customer is responsible for its Users’ compliance with this agreement and for acts and omissions through its account, subject to Company’s obligations under this agreement and applicable law. Customer shall ensure that individuals accepting orders, enabling integrations, or authorizing automated actions have appropriate authority.

2.2 Registration and Account Security. Customer shall provide and maintain accurate account, billing, and contact information, protect passwords and access credentials, configure access permissions, and promptly disable access that is no longer authorized. Customer shall notify Company promptly of suspected unauthorized access. Customer is responsible for activity through its credentials, except to the extent caused by Company’s breach of this agreement. Company may rely on instructions submitted through authorized accounts and credentials, subject to applicable law.

2.3 Access to the Services. Subject to this agreement and the Service Plan, Company grants Customer a limited, non-exclusive, non-transferable right to access and use the Services for Customer’s business operations during the applicable service period. Customer may permit Users to participate in those operations within their assigned permissions, including operations Customer performs for its clients where its Service Plan permits. Customer may not resell or sublicense the platform except under a separate written agreement.

2.4 Duration. For Endless Commerce Software Services, Customer will be able to access endlesscommerce.com pursuant to the Service Plan for which it has subscribed. For all other Services, Customers will be able to access such Services for the period such Services are utilized or as otherwise communicated by Company.

2.5 User Accounts. Each User may access and use the Services only within the authorization and permissions granted to that User by Company or, where permitted, Customer. Each User shall protect their access credentials and promptly report suspected unauthorized access to Company. Each individual User account is for one person and must not be shared. Customer may reassign accounts and authorize external Users within its Service Plan. Customer shall inform Users of applicable restrictions and remain responsible for granting, reviewing, and revoking their access. Supported service accounts and integration credentials may be used for automation under Section 2.12.

2.6 Use Limitations. Modification, reverse engineering, reverse compiling, disassembly of, or creation of derivative works incorporating the Services or any component thereof is expressly prohibited. Customer and all Users shall not sublicense, assign, transfer, distribute, rent, resell, or lease the Services or any component thereof to any third party. Customer may use supported APIs, integrations, and automation as permitted by Section 2.12. Other automated access, scraping, or extraction requires Company’s express written permission. These restrictions apply except to the extent prohibited by applicable law. Customer and all Users may not: (a) use the Services to store or transmit any viruses or code designed to harm software, hardware, or data; (b) build a competitive product or service or copy any features of the Services; (c) interfere with or disrupt the integrity or performance of the Services; (d) disclose to any third party any performance information or analysis relating to the Services; (e) remove, alter, or obscure any proprietary notices; (f) use the Services for any illegal or unauthorized purpose; (g) use the Services to violate, facilitate, promote, or assist a violation of the terms, policies, or agreements governing Customer’s use of a third-party marketplace, sales channel, or program, including the Amazon Services Business Solutions Agreement and applicable Amazon policies; (h) use the Services to engage in or facilitate fraudulent or deceptive practices, including brushing; review, rating, or ranking manipulation; review fabrication or modification; or the sending of unsolicited products to influence reviews, ratings, or rankings; (i) use the Services in connection with counterfeit goods or any goods, listings, content, or other materials that infringe, misappropriate, or otherwise violate a third party’s intellectual property rights; or (j) cause or permit any third party to do any of the foregoing.

2.7 Suspension and Termination. Company may immediately suspend affected access where reasonably necessary to address a security threat, unlawful activity, a violation of Section 2.6, or risk to the Services or third parties. Company may notify affected marketplaces and cooperate with lawful investigations. Suspension for non-payment is governed by Section 11.5. Either party may terminate an affected Service Plan for a material breach that remains uncured thirty (30) days after written notice, or immediately if the breach cannot be cured. Company may terminate free or trial access at any time. Company may terminate paid Services for convenience on thirty (30) days’ written notice and refund prepaid fees for the unused period of the terminated Services. Termination does not discharge accrued charges or obligations that survive under Section 21.5.

2.8 Access After Termination. The export, retention, and deletion rules in Section 12 apply after expiration or termination. Suspension alone does not begin the post-termination Retention Period.

2.9 Providers and Third-Party Services. Company may engage hosting providers, subprocessors, and other contractors to deliver Services. Their engagement does not eliminate Company’s express contractual or non-waivable legal obligations. Separately, third-party products, marketplaces, carriers, and integrations selected or connected by Customer are governed by their own terms. Except for obligations Company expressly undertakes, Company does not control or warrant those third-party services or their availability, accuracy, security, or continued interoperability. Freight and Physical Services remain subject to Sections 4 and 13.

2.10 Electronic Communications. Customer and each User agree to receive communications relevant to their account, access, use, and obligations electronically under Section 21.7, subject to applicable law. Billing communications are directed to Customer or its authorized billing contacts. Marketing communications are subject to applicable consent requirements and the choices described in the Privacy Policy; accepting this agreement does not waive those choices.

2.11 Reference Rights. Customer permits Company to identify Customer by business name and logo as a customer in Company’s website and sales materials, subject to reasonable brand guidelines supplied by Customer. Customer may revoke this permission by emailing support@endlesscommerce.com, and Company will discontinue new uses and remove the reference from materials it controls within a reasonable period. This permission does not authorize disclosure of Customer Confidential Information, attributed testimonials, or claims of endorsement beyond the customer relationship; those uses require separate permission.

2.12 APIs, Integrations, and Automated Access. Customer may use supported APIs, Model Context Protocol (MCP) connections, integrations, and automated agents within Company’s documentation, access controls, rate limits, and Service Plan. Customer and each User shall protect credentials, grant only permissions they are authorized to grant, and comply with connected providers’ terms. Users may connect or operate APIs, integrations, and automated agents only within their assigned authority, Company’s documentation, access controls, rate limits, and any applicable Service Plan. Each User shall review connections they manage and promptly revoke access they are authorized to revoke, or report the need for revocation to the responsible administrator, when access is no longer appropriate. Customer authorizes Company to receive, transmit, and act on instructions within the permissions Customer grants. Customer is responsible for the authority of its connecting applications and for reviewing and revoking access. Revoking access stops future authorized access but may not reverse completed actions or remove data already transferred to a third party.

2.13 AI Features and Authorized Actions. AI features may produce inaccurate, incomplete, or non-unique outputs. Customer and each User shall evaluate outputs before relying on them and, within their authority, configure appropriate permissions, approval requirements, and transaction limits. Users shall not bypass required approvals or enable actions beyond their authority. Enabling an automated workflow by a person with authority to do so authorizes actions within its configured scope, including actions that may affect orders, inventory, purchase orders, communications, or connected systems. Company does not guarantee business outcomes or provide legal, tax, accounting, or other professional advice through these features. These provisions do not authorize actions outside the permissions validly granted by Company or Customer, as applicable, or eliminate Company’s express obligations.

2.14 Integration Records and Review. Customer is responsible for the accuracy and lawfulness of its source data, mappings, instructions, and connected accounts, and for reviewing transaction results and exceptions. Each User shall submit data and instructions only within their authority, review transaction results and exceptions relevant to their assigned work, and promptly report suspected duplicate, failed, or unauthorized transactions to Company and the responsible administrator. Customer and each User shall take reasonable steps within their authority to mitigate further loss. These individual duties do not shift Company’s responsibility for its personnel to Customer. Company may restrict or discontinue a connection where necessary for security, legal compliance, or a third-party change. Section 10 governs claims involving integrations and automation.

3. Endless Commerce Software Services

3.1 Subscription. Company provides Software Services at the usage level and for the period specified in the Service Plan. Customer shall pay the fees disclosed and accepted for that plan. General website pricing does not amend an existing Service Plan except through the price-change process in Section 3.2.

3.2 Fees, Renewal, and Cancellation. Subscription fees are billed in advance for the period specified in the Service Plan. Unless the Service Plan states otherwise, the subscription automatically renews for successive periods of the same duration until Customer cancels through its account or by notice to support@endlesscommerce.com before renewal. Cancellation takes effect at the end of the current subscription period. Fees for that period remain payable and are non-refundable except as expressly provided in this agreement or required by law. Company will provide at least thirty (30) days’ notice of a subscription price increase, which takes effect at the next renewal following that notice period. Purchased usage and third-party charges remain payable under the applicable Service Plan. Mandatory renewal notices and cancellation rights apply where required by law.

3.3 Permitted Operations. Customer’s and its Users’ access rights are governed by Sections 2.3 and 2.5, including permitted operations performed for Customer’s clients. All access remains subject to the Service Plan and applicable use restrictions.

4. Freight Forwarding Services

4.1 Role of Company. When providing Freight Forwarding Services, Company acts as a freight forwarder and agent of Customer, and not as a carrier, unless otherwise expressly agreed in writing. Company arranges transportation on Customer’s behalf through contracted carriers and agents. Its responsibility for those parties is limited by this agreement to the extent permitted by mandatory transportation law.

4.2 Customer Responsibilities. Customer is solely responsible for: (a) the accuracy and completeness of all shipping instructions, commodity descriptions, weights, dimensions, and declared values; (b) compliance with all applicable export, import, customs, and trade regulations; (c) obtaining all required licenses, permits, and authorizations for the shipment of Products; and (d) ensuring that all Products tendered for shipment are properly packaged and labeled. Company shall have no liability for losses, delays, or penalties arising from Customer’s failure to comply with the foregoing.

4.3 Carrier Terms. Customer acknowledges that the terms and conditions of the applicable carrier, including ocean bills of lading, airway bills, and carrier tariffs, will govern the carriage of Products. Company will provide Customer with applicable carrier terms upon request. Customer’s acceptance of Freight Forwarding Services constitutes acceptance of the applicable carrier terms.

4.4 Customs and Regulatory Compliance. Company is not the importer of record for any Products. Customer is solely responsible for all customs duties, taxes, tariffs, and regulatory compliance obligations. Company may, at Customer’s request and expense, assist with customs documentation, but such assistance does not make Company the importer of record or relieve Customer of compliance obligations.

4.5 Freight Charges and Third-Party Accounts. When Company ships orders using Customer’s own carrier or freight accounts, Company will use commercially reasonable efforts to ensure proper weights and dimensions are recorded. However, Company is dependent on the accuracy of product data provided by Customer. Company is not responsible for carrier fees, surcharges, or premiums caused by inaccurate Customer data or imposed under Customer’s own carrier agreement, except to the extent liability arises from Company’s breach of its express obligations or mandatory law. Customer is solely responsible for managing all insurance claims, adjustments, and disputes with carriers when Customer’s freight accounts are used.

4.6 Damage in Transit. For orders shipped using Company’s freight accounts, Company will submit available carrier or insurance claims on Customer’s behalf and credit recovered proceeds or refunds to Customer’s account. This assistance does not represent that a shipment is insured or guarantee recovery. For orders shipped using Customer’s freight accounts, Customer is solely responsible for filing and managing all insurance claims. Company will provide reasonable documentation support upon request. Company’s obligations under this Section are contingent on Customer providing accurate shipment documentation and timely notice of any damage claim.

4.7 Limitation on Freight Forwarding Liability. Subject to Section 10.5 and mandatory transportation law, Company’s aggregate liability for a shipment is limited to the lesser of the actual proven direct loss or the freight charges Customer paid Company for that shipment. Applicable mandatory conventions and statutes, including required claim periods and rules governing declared value, take precedence over inconsistent terms. Customer must request any available increased liability or cargo coverage in writing before tendering the shipment and pay the applicable additional charge. Declaring value in shipping data alone does not purchase insurance or increase Company’s liability. Section 10.1 applies to the extent permitted by applicable law.

5. User Content and Ownership

5.1 Ownership and Service License. Customer retains its rights in User Content. Customer grants Company a worldwide, non-exclusive, royalty-free license to host, copy, process, transmit, and modify User Content as necessary to provide, secure, support, and maintain the Services and carry out Customer’s instructions. Company may permit its providers to exercise this license only as necessary to perform those functions and subject to appropriate confidentiality and data-protection obligations. Retained copies remain subject to Sections 5.7, 5.8, 5.10, and 12.

5.2 Aggregated and De-identified Data. Company may use service performance information and aggregated or de-identified information to operate, analyze, and improve its Services and publish aggregate insights. Such use must comply with applicable law, the Privacy Policy, and applicable data-processing terms. Company will maintain de-identified information in de-identified form, will not attempt to re-identify it except as permitted by law to test de-identification, and will impose applicable restrictions on recipients. Published information must not identify Customer or an individual, disclose Customer Confidential Information, or reasonably permit their identification.

5.3 Permitted Disclosure. Company may disclose User Content to personnel and providers who need access to perform the Services and are bound by confidentiality obligations, to parties Customer authorizes through the Services, and as permitted under Section 5.8 or required by applicable law. Personal information remains subject to Section 5.10 and the Privacy Policy.

5.4 Company does not claim any ownership rights in User Content, and nothing in these Terms and Conditions will be deemed to restrict any rights Customer may have to use and exploit Customer’s User Content. Customer is solely responsible for all User Content and for ensuring that such data abides by all applicable laws.

5.5 By voluntarily providing Feedback to Company, Customer or the submitting User grants Company, to the extent of the rights that person owns or is authorized to license, a royalty-free, irrevocable, perpetual, non-exclusive, worldwide license to use, copy, adapt, modify, sublicense, distribute, display, sell, transfer, incorporate into Company’s products or services, create derivative works from, or otherwise exploit that Feedback without compensation to the submitting person. A submitter shall not provide Feedback in violation of another person’s confidentiality or intellectual-property rights. This provision does not replace or reduce Company’s rights under an applicable employment, invention-assignment, or contractor agreement, or grant rights that applicable law prohibits the submitter from granting.

5.6 Customer acknowledges that by submitting or uploading User Content to the Services, such as by filing an exception or posting a comment in a message thread relating to a shipment, Customer is making such User Content visible to authorized third parties having access to such data.

5.7 Required Records. Company may retain customs, shipping, tax, billing, security, and other records for the periods required by applicable law, and records reasonably necessary to establish, exercise, or defend legal claims. Retention depends on the record and jurisdiction; this provision does not establish a universal retention period or extend Customer’s access or export rights under Section 12. Retained records remain protected and are used only for the applicable retention purpose.

5.8 Confidentiality. Each party shall use the other party’s Confidential Information only as necessary to evaluate or perform the agreed Services or exercise rights under this agreement, and shall protect it with at least reasonable care and the care it uses for its own information of similar sensitivity. Access must be limited to employees, contractors, professional advisers, and other authorized personnel or providers who need it for those purposes and are bound by written confidentiality obligations at least as protective as this Section or enforceable professional duties of confidentiality. Each party is responsible for those recipients’ compliance as if their acts and omissions were its own, subject to this agreement’s applicable liability limits. Recipients independently selected and authorized by Customer under Sections 2.12 and 5.6 are Customer’s recipients and do not become Company’s providers solely through that access.

Individual Access Obligations. These confidentiality restrictions apply to each individual accessing Confidential Information through the Services, including employees and contractors of Company or Customer and other authorized Users. Each individual who accepts these restrictions, or accesses or uses the Services after receiving conspicuous notice that doing so constitutes acceptance, agrees to use that information only for their authorized work, protect it against unauthorized access, and comply with the use, disclosure, incident-reporting, and return or deletion requirements of this Section as applicable to their access. Each party shall ensure that its personnel receive the applicable terms and are bound by the required confidentiality obligations before access is granted. Customer remains responsible for its Users under Section 2.1, and Company remains responsible for its personnel under this Section. An individual’s confidentiality duties continue for the applicable periods in this Section after their employment, engagement, or access ends. These obligations supplement applicable employment or confidentiality agreements and do not make an employee or other individual responsible for Customer’s subscription fees solely because of their access.

A party shall not disclose the other party’s Confidential Information to an external AI service, public repository, or other third-party tool unless the disclosure is authorized for the agreed purpose and the recipient is subject to the confidentiality and use restrictions required by this agreement. Company’s contracted AI processing remains governed by Sections 5.9 and 5.10. Neither unaided memory nor a Feedback submission grants a right to use or disclose the other party’s Confidential Information outside the permissions expressly granted. The disclosing party retains its rights in that information.

The receiving party shall notify the disclosing party without undue delay after becoming aware of unauthorized access, use, or disclosure of its Confidential Information, take reasonable steps to contain and mitigate the incident, and reasonably cooperate in recovery and prevention of further unauthorized disclosure. Notice does not by itself admit liability. Personal-data incidents remain subject to any additional requirements in Section 5.10, an applicable data-processing agreement, and law.

A party may make a disclosure required by law or legal process, provided it gives advance notice where legally permitted and reasonably practicable, reasonably cooperates with efforts to obtain protective treatment at the disclosing party’s expense, and discloses only what is legally required. This Section does not prohibit legally protected reporting to regulators or law enforcement, protected whistleblowing, or disclosures that applicable law does not permit an agreement to restrict. Under 18 U.S.C. § 1833(b), an individual is not liable under federal or state trade-secret law for a trade-secret disclosure made in confidence to a government official or attorney solely to report or investigate a suspected legal violation, or made in a complaint or other document filed under seal in a proceeding. An individual bringing a retaliation claim for reporting a suspected legal violation may disclose the trade secret to their attorney and use it in the proceeding if documents containing it are filed under seal and it is not otherwise disclosed except by court order. This notice applies to employees, contractors, and consultants.

On written request or termination, the receiving party shall stop uses no longer authorized and return or delete the other party’s Confidential Information within thirty (30) days, except to the extent still needed to perform continuing Services, comply with law or professional recordkeeping duties, or establish, exercise, or defend legal claims. Routine backups may be deleted under the applicable retention schedule and need not be restored solely for deletion. Retained copies remain protected and may be used only for the applicable retention purpose. On reasonable request, an authorized representative shall confirm compliance in writing, identifying applicable retention exceptions. User Content export, deletion, and continuing-service records are governed by Sections 5.7, 5.10, and 12; this paragraph does not shorten the agreed export period without Customer’s instruction or extend Company’s obligation to provide access.

These duties apply throughout the relationship and for five (5) years after termination. Trade secrets remain protected for as long as they qualify as trade secrets under applicable law, and a receiving party’s breach does not shorten that protection. User Content, personal information, and other copies retained under an authorized exception remain protected for as long as held. A party may seek interim relief under Section 17.5 for actual or threatened unauthorized use or disclosure. This Section does not expand Company’s liability beyond Section 10 or displace stronger obligations expressly agreed in a separate confidentiality agreement.

5.9 AI Processing. Customer authorizes processing of inputs, relevant User Content, and outputs by Company and its contracted AI providers as necessary to provide AI features Customer enables. The service license does not authorize Company or its providers to use identifiable User Content to train general-purpose AI models without Customer’s separate express authorization. Customer-directed transfers to an external AI application are subject to that application’s terms and Customer’s instructions. Company’s own provider obligations remain governed by Section 5.10 and any applicable data-processing agreement.

5.10 Personal Data Processing. Where Company processes personal information within User Content on Customer’s behalf, Customer acts as controller or business, or as a processor authorized by its own customer, and Company acts as processor, service provider, or subprocessor as applicable. Customer is responsible for lawful instructions, required notices, permissions, and the authority to provide the data. Company shall process that information only on documented instructions to provide the Services, including instructions in this agreement, the Service Plan, and Customer’s authorized configurations, unless otherwise required by law. Company shall inform Customer if it believes an instruction infringes applicable data-protection law.

Processing covers collection, storage, organization, retrieval, transmission, analysis, and deletion of account, contact, order, product, inventory, shipment, payment-reference, and communications information concerning Customer’s Users, customers, suppliers, and business contacts, for the service period and the retention periods permitted by Sections 5.7 and 12. Customer shall not submit sensitive or specially regulated information unless necessary for an expressly supported feature or separately agreed in writing.

Company shall require confidentiality of authorized personnel, maintain appropriate technical and organizational security measures, and notify Customer of a personal-data breach affecting that information without undue delay after becoming aware of it. Company shall reasonably assist Customer with rights requests, security and breach obligations, and required impact assessments, taking account of the processing and information available. Customer shall reimburse reasonable assistance costs beyond ordinary service support unless caused by Company’s breach or prohibited by law.

Customer generally authorizes subprocessors. Company will make information about them available on request and provide advance notice of intended additions or replacements, allowing Customer a reasonable opportunity to object on substantiated data-protection grounds before the change. Company will impose corresponding data-protection obligations and remain responsible for subprocessors’ performance of those obligations. Company will make compliance information available and permit audits required by law, subject to reasonable confidentiality, security, scope, and scheduling protections that do not prevent legally required oversight.

Where Company acts as a service provider or contractor under applicable U.S. privacy law, it shall not sell or share that information, retain, use, or disclose it outside the specified business purposes or direct business relationship, or combine it with other personal information except as permitted by law. Company shall provide the same level of protection required by applicable law, notify Customer if it can no longer meet its obligations, and permit reasonable steps to verify compliance and stop and remediate unauthorized use. Customer-directed disclosures to its chosen recipients do not authorize Company to use the information for its own advertising.

Company will return or delete that information at Customer’s choice upon termination, subject to Section 12 and legally required retention. Restricted international transfers require a valid transfer mechanism. Any applicable data-processing agreement or mandatory transfer clauses control as provided in Section 21.4. The Privacy Policy separately explains processing for which Company determines its own purposes, such as its account administration and marketing.

6. Intellectual Property & Trademarks

6.1 Company owns all rights, title, and interest in and to the Services and all Intellectual Property Rights therein. The look and feel of the Services, including any custom graphics, button icons, and scripts are the property of Company, and Customer and each User may copy, imitate, or use them only as expressly permitted by Company, including for authorized work or use of the Services. Company reserves all rights not expressly granted to Customer in these Terms and Conditions.

6.2 Customer and each User acknowledge and agree that any Company names, trademarks, service marks, logos, trade dress, or other branding included on the Services are the property of Company and may be used only with Company’s permission, including permission for authorized work, and subject to any applicable brand guidelines.

7. Representations and Lawful Use

Customer represents and warrants to Company that: (a) Customer has full power and authority to enter into these Terms and Conditions; (b) Customer owns all User Content or has obtained all permissions, releases, rights, or licenses required to engage in Customer’s activities in connection with the Services; (c) User Content and Customer’s other activities in connection with the Services do not and will not violate, infringe, or misappropriate any third party’s copyright, trademark, right of privacy, or other personal or proprietary right, nor does User Content contain any matter that is defamatory, obscene, unlawful, threatening, abusive, tortious, offensive, or harassing; (d) Customer will comply with all applicable laws, regulations, and government orders in connection with its use of the Services, including all export, import, and customs laws; and (e) each individual accepting this agreement or holding a User account is at least eighteen (18) years old and has the authority required for their actions.

Each User represents that they have authority for the actions they take through the Services and shall comply with applicable law and respect third-party rights in their access, use, and submissions. A User shall submit or disclose information only with the rights and permissions needed for the authorized purpose. Each individual holding a User account represents that they are at least eighteen (18) years old. These duties do not make a User responsible for Customer’s business-level warranties or payment obligations solely because of access.

8. Indemnification

8.1 Customer Indemnification. Customer shall defend, indemnify, and hold harmless Company and its officers, directors, employees, agents, and successors against third-party claims, actions, and demands, and resulting damages, settlements, and reasonable legal and accounting expenses, arising from: (a) Customer’s or its Users’ breach of this agreement; (b) User Content; (c) Customer’s or its Users’ access, use, or misuse of the Services; (d) Customer’s or its Users’ violation of applicable law or third-party rights; or (e) shipment, storage, or handling of Customer’s Products. This obligation does not apply to the extent a claim is caused by Company’s gross negligence, fraud, willful misconduct, or another basis for which indemnification is prohibited by law.

Company shall promptly notify Customer of a covered claim; delay reduces Customer’s obligation only to the extent materially prejudiced. Customer shall promptly assume and diligently conduct the defense using counsel reasonably acceptable to Company. Customer may not settle without Company’s written consent if settlement fails to release the indemnified parties fully, admits their fault, or imposes non-monetary obligations on them. Company may participate through its own counsel at its own expense. If Customer fails to assume or diligently conduct the defense after written notice and a reasonable opportunity to remedy the failure, or a material conflict of interest requires separate representation, Company may control its defense using reasonably selected counsel at Customer’s expense for reasonable costs attributable to the covered claim. Company may take reasonable immediate protective steps where necessary to avoid material prejudice. Company shall reasonably cooperate and may not settle a claim at Customer’s expense without Customer’s consent, which must not be unreasonably withheld, conditioned, or delayed.

Claims by Company directly against Customer for breach remain contractual claims and are not subject to these third-party defense procedures. Company retains its right to recover amounts otherwise available under this agreement and applicable law, including collection costs where provided. Company may not recover the same loss more than once.

8.2 Company IP Indemnification. Subject to Section 10, Company shall defend Customer against a third-party claim that Software Services provided by Company and used as authorized infringe that third party’s intellectual property rights, and pay damages and reasonable costs finally awarded by a court or agreed in a settlement Company approves. This obligation excludes claims arising from User Content, Customer instructions, modifications not made by Company, combinations with items not provided by Company where the claim would not otherwise arise, use outside this agreement, or continued challenged use after Company supplies a non-infringing alternative or instructs Customer to stop.

Customer must promptly notify Company, permit Company to control the defense and settlement, and provide reasonable cooperation at Company’s expense. Delayed notice relieves Company only to the extent materially prejudiced. Customer may participate through its own counsel at its own expense and may not admit liability or settle a covered claim without Company’s written consent. Company may not settle a claim by admitting Customer’s fault or imposing non-monetary obligations on Customer without Customer’s consent, which must not be unreasonably withheld.

If a claim arises or appears likely, Company may obtain continued-use rights, modify or replace the affected Software Services with materially equivalent functionality, or terminate the affected Services and refund prepaid fees for the unused terminated period. This Section states Company’s entire obligation and Customer’s exclusive remedy for covered infringement claims, subject to non-waivable law. Defense costs, settlement amounts, damages, and refunds under this Section count toward the applicable aggregate cap in Section 10.2.

9. Disclaimer of Warranties

9.1 EXCEPT FOR COMPANY’S EXPRESS OBLIGATIONS UNDER THIS AGREEMENT AND TO THE EXTENT PERMITTED BY LAW, THE SERVICES, INCLUDING THE SITE AND CONTENT, AND ALL SERVER AND NETWORK COMPONENTS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND. ENDLESS COMMERCE EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. ENDLESS COMMERCE DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE, OR VIRUS-FREE, NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES.

9.2 Customer Operations. Customer is responsible for its business decisions, product compliance, tax determinations, trading-partner requirements, and instructions. Company does not become the importer of record, merchant of record, carrier, or warehouse operator solely because Customer uses Software Services. Any role Company undertakes in Freight Forwarding Services or Physical Services is determined by the applicable order, Sections 4 and 13, and mandatory law. Estimates, forecasts, and AI outputs are not guarantees of sales, savings, inventory accuracy, regulatory compliance, or other business results.

10. Limitation of Liability

10.1 SUBJECT TO SECTION 10.5, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (WHETHER IN CONTRACT, TORT, OR OTHERWISE) SHALL ENDLESS COMMERCE BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST SALES OR BUSINESS, OR LOST DATA.

10.2 Software Services Liability Cap. Subject to Section 10.5, Company’s liability arising out of or relating to paid Software Services, including Section 8.2, shall not exceed, for any one occurrence, the lesser of: (a) Software Services fees Customer paid Company in the six (6) months before the first event giving rise to that occurrence; or (b) $1,000. Related acts, omissions, or events constitute one occurrence. In addition to that per-occurrence limit, Company’s aggregate liability for all occurrences whose first events fall within any rolling twelve (12) month period shall not exceed $10,000. For free or trial Services, Company’s aggregate liability shall instead not exceed $100 for all occurrences whose first events fall within any rolling twelve (12) month period. The applicable limits apply across all legal theories and claims by Customer, Users in connection with their access or use, and persons claiming through them. The limits are shared and do not multiply by the number of Users, accounts, orders, or claimants.

10.3 Physical Services and Inventory Loss. Subject to Section 10.5 and mandatory law, Company is responsible for Inventory loss only to the extent caused by its failure to exercise the care required by applicable law. Recovery for proven loss shall not exceed $0.50 per pound of affected Products. To the extent permitted by law, an annual shrink allowance of 1.5% of Product Value applies before calculating compensable shortage. Product Value means the documented acquisition cost of affected Customer Inventory, excluding anticipated profit; for annual calculations, it means the average month-end acquisition value of Customer Inventory held during that calendar year. Company’s aggregate Inventory-loss liability for that year shall not exceed the lesser of 5% of that Product Value or one month of average storage fees billed for the period Inventory was held that year. These limits apply cumulatively, rather than as alternative recoveries. Offsetting adjustments attributable to misidentified Products or receiving corrections are not separate losses. Customer may request an increased valuation in writing before storage or as otherwise required by law, subject to applicable additional charges and documentation. The limitations do not apply to Company’s conversion of Products to its own use. For claims concerning Physical Services that do not involve Inventory loss, Company’s aggregate liability is limited to fees Customer paid for the affected Physical Services during the month preceding the first event giving rise to the claim, subject to Section 10.5.

10.4 Freight Forwarding Liability. With respect to any claim arising out of or relating to Freight Forwarding Services, Company’s liability is limited as set forth in Section 4.7.

10.5 Exceptions and Application. The exclusions and caps in this Section do not apply to liability caused by Company’s gross negligence, fraud, or willful misconduct, or to liability that applicable law does not permit to be excluded or limited. Company’s obligations under Section 8.2 are subject to Sections 10.1 and 10.2. Company’s contractual limits also protect its affiliates, personnel, and providers for claims arising from their performance of this agreement; their combined liability with Company does not exceed the applicable cap. A single loss may not be recovered more than once under different service categories. These provisions do not limit Customer’s payment obligations or its obligations under Section 8.1. Mandatory carrier, warehouse, and data-protection rules prevail over inconsistent limitations.

11. Billing and Payment

11.1 Payment Authorization. Customer shall maintain a valid payment method and pay fees when due. Debits and card charges are subject to the applicable authorization or mandate, the Payment Terms, and applicable payment-network rules and law. A User may authorize a payment method only if authorized by Customer and the account holder. Revoking a payment authorization does not discharge Customer’s underlying payment obligations.

11.2 Processing Fees and Taxes. Processing charges are governed by the Payment Terms and must be disclosed and permitted by applicable law and payment-network rules. Fees exclude applicable taxes, duties, and assessments, which Customer shall pay except taxes on Company’s net income. Customer shall provide valid exemption documentation when claiming an exemption.

11.3 Late Charges. Overdue principal accrues a single, non-compounding late charge at the lesser of two percent (2%) per month or the maximum lawful rate, calculated for the time outstanding. This is the same charge described in Section 5 of the Payment Terms and is not an additional fee or interest charge. Company may apply payments to outstanding amounts owed to the contracting Company, including the oldest invoices first. Application to another entity’s receivables requires Customer’s authorization or another lawful basis.

11.4 Billing Disputes. Customer shall notify accountsreceivable@endlesscommerce.com of an invoice dispute, with supporting details, within fifteen (15) days after receipt under Section 21.7. Company will review the dispute in good faith. Undisputed amounts remain payable when due. Customer may withhold only the specifically disputed amount while Company investigates a timely, good-faith dispute and must pay any amount determined to be due promptly after resolution. Customer may not offset unrelated claims or counterclaims against invoices. Failure to dispute within this period constitutes acceptance to the extent permitted by law, without restricting non-waivable payment-error or dispute rights. Section 6 of the Payment Terms applies on the same basis.

11.5 Suspension for Non-Payment. If an undisputed amount remains unpaid fifteen (15) days after its due date, Company may suspend affected Services, including outbound shipments, after written notice. Storage and other applicable committed fees continue during suspension. Any withholding of Inventory remains subject to valid lien rights and applicable law under Section 13. Non-payment or suspension alone does not authorize deletion of User Content or disposal of Inventory.

11.6 Credit Terms. Payment is due before performance unless the Service Plan or a separately accepted agreement states otherwise. Company may extend and review discretionary credit for future Services subject to binding commitments and legally required notice. Changes to credit or payment methods are governed by Section 7 of the Payment Terms and do not retroactively accelerate amounts that have not become due.

11.7 Additional Payment Provisions. The Payment Terms, incorporated by reference into this agreement, provide additional payment provisions. Conflicts are resolved under Section 21.4, and amendments are governed by Section 15.1.

12. Account Closure and Data Disposition

12.1 Termination and Suspension. The post-termination retention period begins when the applicable subscription expires or is terminated under this agreement. An overdue invoice, temporary suspension, or cancellation scheduled for a future date does not by itself start that period.

12.2 Export Period. Unless an applicable data-processing agreement or law requires otherwise, Company will retain User Content for thirty (30) days after expiration or termination (the “Retention Period”). During that period, Customer may request an export in Company’s then-standard format by contacting support@endlesscommerce.com. Custom migration or transformation work requires a separate agreement. Customer is responsible for arranging its export within the Retention Period. Company’s termination or account-closure notice will identify the applicable export period; Company is not required to send additional reminders.

12.3 Deletion and Exceptions. After the Retention Period, Company may delete User Content and connected configurations from active systems. If Customer lawfully instructs earlier deletion, Company may delete the identified data before that period ends. Records retained under Section 5.7 and copies in routine backups remain protected, are restricted to their retention purpose, and are deleted under the applicable retention schedule. Backup copies are not an extension of the export period and need not be restored for Customer access. Any restoration for disaster recovery must preserve applicable deletion instructions. A legal hold or mandatory retention duty takes precedence over an otherwise applicable deletion instruction.

12.4 Continuing Physical Services. Ending a Software Services subscription does not authorize destruction of records required to perform continuing Physical Services or Freight Forwarding Services, account for Inventory, or resolve related claims. Those records remain subject to the applicable service agreement and Section 5.7. Physical Inventory is governed by Section 13 and is not deleted or disposed of under this Section.

12.5 Reactivation. Company does not guarantee recovery of deleted data. Subject to Section 10 and applicable law, Company is not liable for deletion carried out in accordance with this Section. Customer shall maintain its own copies of records it needs beyond the agreed retention period.

13. Physical Inventory and 4PL Services

13.1 Applicability. This Section applies only to Physical Services Company agrees to provide under the applicable order or separate agreement, directly or through Fulfillment Partners. Software used to manage a third-party warehouse does not itself make Company the warehouse operator or bailee. Conflicts between agreements are governed by Section 21.4.

13.2 Receiving Requirements. For all inbound shipments to any Company facility, Customer must provide a packing list and advance shipment notice (“ASN”) at least forty-eight (48) hours before products arrive. Any inbound shipment exceeding five (5) pallets requires a scheduled delivery appointment; shipments arriving over five pallets without a confirmed appointment may be refused and rescheduled at Customer’s cost. Inbound shipments arriving without an ASN are subject to a fee of $250 per occurrence. Company will notify Customer of any discrepancy between received and expected quantities. Company is not obligated to count individual units inside inner cartons or master cartons during standard receiving.

13.3 Liens and Security Interests. To the extent permitted by applicable law, Company and the operator entitled to a warehouse lien may retain Inventory to secure charges covered by that lien. Customer also grants the contracting Company a security interest in Customer’s rights in Inventory and its proceeds to secure amounts Customer owes that Company under this agreement, and authorizes legally permitted financing-statement filings for that interest. Customer represents that it has authority to grant that interest and shall disclose known ownership claims and existing security interests. This provision does not expand a statutory lien, give priority over a superior interest, or authorize encumbrance of another person’s property without authority. Enforcement remains subject to applicable notice, sale, and other legal requirements.

13.4 Escalating Storage Fees for Aged Inventory. Inventory that has remained in storage without order activity for ninety (90) or more consecutive days is “Aged Inventory.” An escalating storage-rate schedule disclosed in and accepted as part of the Service Plan applies according to that schedule without a new amendment each time an agreed threshold is reached. If Company introduces or changes an escalation schedule, Company shall provide at least thirty (30) days’ advance notice under Section 15.1. The new rates apply only to storage provided on or after the stated effective date, subject to any fixed-rate commitment in the Service Plan or separately accepted agreement.

13.5 Unclaimed Inventory and Default. If Customer fails to pay Physical Services charges when due or arrange removal within thirty (30) days after termination, Company may issue a written demand for payment or removal and invoke available lien or other remedies. Cancellation or non-payment does not automatically transfer title or establish a right to dispose of Inventory without the process required by law.

13.6 Lawful Disposition. Company may sell Inventory only after satisfying applicable lien-enforcement or other legal requirements, including required notices to Customer and other persons entitled to notice and applicable waiting periods. Sales must be commercially reasonable where required. Company may apply proceeds to amounts and expenses lawfully secured or recoverable and shall account for and hold or remit any surplus as required by law. Donation, destruction, or other disposal requires Customer’s written authorization or an independent legal right permitting that action. Subject to Section 10.5, Company is not liable for disposition lawfully conducted in accordance with this Section.

13.7 Removal Obligations. Customer shall arrange and pay for removal of Inventory within thirty (30) days after expiration or termination of Physical Services. Company will reasonably cooperate with removal, subject to valid liens and applicable law. Storage and reasonable handling charges continue until removal or lawful disposition. Inventory remaining after that period is subject to Sections 13.5 and 13.6.

13.8 Title and Risk of Loss. Title to Inventory remains with its lawful owner until a valid transfer, including a lawful enforcement sale. Customer bears risk of loss except to the extent Company is liable under Section 10.3 or mandatory law. A lien or security interest does not itself transfer ownership to Company.

13.9 Property Insurance. Customer shall maintain property or cargo insurance covering the full replacement value of its Inventory during storage and transportation. Company does not insure Inventory unless it expressly agrees in writing to arrange specified coverage. Insurance requirements do not expand or eliminate Company’s liability under Sections 4.7, 10.3, and 10.5. Any waiver of subrogation must be expressly agreed and permitted by the applicable policy and law.

13.10 Product Liability Insurance. Customer is required to maintain general commercial liability insurance and product liability insurance covering all products stored or shipped by Company. Upon Company’s request, Customer shall add Company as an additional insured on its product liability insurance policy and provide a certificate of insurance (“COI”) reflecting the same within ten (10) business days of such request. Customer’s failure to provide a COI upon request is a material breach of these Terms and Conditions.

13.11 Receiving Costs. There is a base cost to receive inventory into the warehouses (“Receiving Cost”). In the event that there are additional costs associated with non-standard receiving, as determined in Company’s sole discretion (“Additional Costs”), such Additional Costs shall be in addition to the Receiving Costs and Customer agrees to pay such Additional Costs. Company, at its sole discretion, may require a Receiving Cost deposit to cover inventory arriving to or in the warehouse.

14. Links to Third-Party Websites or Resources

The Services may link to independent third-party websites or resources that Customer or its Users choose to access. Company does not control or warrant those resources, and Customer is responsible for evaluating their terms, security, and suitability before using them. This Section does not disclaim Company’s express obligations for providers it engages to perform Services under Sections 2.9, 5.8, and 5.10, any applicable data-processing agreement, or Sections 4 and 13. Company’s liability remains subject to Section 10 and applicable law.

15. Changes to Terms and Conditions

15.1 Changes to Contract Terms. Company may revise these Terms and Conditions or the Payment Terms by publishing the revised document and giving Customer notice by email or a conspicuous account notice at least thirty (30) days before the change takes effect. For changes to obligations applicable to individual Users, Company will also provide affected Users notice by email or a conspicuous notice presented when they access the Services at least thirty (30) days before those changes apply to them. Notice to Customer alone does not substitute for required notice to a User. Publication alone does not accelerate that effective date. Changes required by law or reasonably necessary to address an immediate security threat may take effect sooner, with notice explaining the reason. Changes apply prospectively and do not alter an already accrued claim or override an expressly negotiated provision except as permitted by that agreement or law. Continued use after the stated effective date constitutes acceptance to the extent permitted by law; Company will obtain affirmative acceptance from the affected Customer or User where required. Changes to these terms do not amend employment agreements or their dispute-resolution provisions. Price changes remain subject to Section 3.2. Privacy-notice changes are governed by the Privacy Policy and applicable law.

15.2 Service Changes. Company may update or modify Services, including for security, legal compliance, or third-party changes. Company will not materially reduce the core functionality of paid Software Services during a committed subscription period without providing a materially equivalent alternative or allowing Customer to terminate the affected Services and receive a refund of prepaid fees for the unused terminated period. Free, trial, and expressly designated beta features may be modified or discontinued at any time.

16. Privacy Policy

Company processes personal information as described in the Privacy Policy, Section 5.10, and any applicable data-processing agreement. Acknowledging the Privacy Policy does not replace consent or another lawful basis where required, authorize Customer to waive another individual’s rights, or permit Company to disregard binding processing instructions.

17. Governing Law and Arbitration

17.1 Governing Law. These Terms and Conditions shall be governed by and construed in accordance with the laws of (i) the Netherlands, if Customer is domiciled in a country in Europe, or (ii) the United States of America and the State of California, if Customer is domiciled anywhere else, in each case excluding rules governing conflict of law and choice of law. For a User’s access and use on behalf of Customer, the same selection applies to the extent permitted by law. For a User’s access and use that is not on behalf of a Customer, the laws of the United States of America and the State of California apply, excluding conflict-of-law rules. This selection does not displace non-waivable protections under applicable law or the law governing a separate employment agreement. Section 17 does not govern employment disputes.

17.2 Arbitration. Subject to Section 17.5, disputes arising out of or relating to this agreement shall be resolved by binding arbitration under the AAA Commercial Arbitration Rules in Orange County, California, or the Netherlands Arbitration Institute Arbitration Rules in Amsterdam where Section 17.1 selects Netherlands law. There shall be one arbitrator, an attorney or retired judge with relevant commercial experience, appointed under the applicable rules. The award shall be written, reasoned, and final, subject to review permitted by law. The arbitrator may award reasonable attorneys’ fees and costs to the prevailing party to the extent permitted by law. The Federal Arbitration Act governs the interpretation and enforcement of the U.S. arbitration agreement.

17.3 Jurisdiction for Enforcement. In the event of any court proceeding to challenge or enforce an arbitrator’s award, the parties hereby consent to the exclusive jurisdiction of the state and federal courts sitting in Orange County, California (or the courts in Amsterdam, the Netherlands, as applicable); agree to exclusive venue in that jurisdiction; and waive any claim that such jurisdiction is an inconvenient forum.

17.4 The parties agree that the UN Convention on Contracts for the International Sale of Goods (Vienna Convention) and the Uniform Computer Information Transaction Act or similar federal or state laws or regulations shall not apply to these Terms and Conditions nor to any dispute or transaction arising out of these Terms and Conditions.

17.5 Interim Relief and Mandatory Rights. Either party may seek temporary or preliminary court relief to protect Confidential Information, intellectual property, or property pending arbitration. Company may exercise lawful lien remedies subject to Section 13 without first obtaining an arbitral award. To the extent enforceable, arbitration shall proceed on an individual basis; the arbitrator may not consolidate claims of different Customers or Users or conduct class or representative proceedings without all affected parties’ written consent. Nothing in this Section prevents a complaint to a regulator, exercise of non-waivable rights, or use of the Privacy Policy’s Data Privacy Framework complaint and arbitration procedures. Courts with jurisdiction may determine requests for relief that law does not permit to be waived or arbitrated.

18. Force Majeure

18.1 Any delay or failure of either party to perform its obligations under these Terms and Conditions will be excused to the extent that the delay or failure was caused directly by an event beyond such party’s control, without such party’s fault or negligence, and that by its nature could not have been foreseen or, if it could have been foreseen, was unavoidable. Such events may include natural disasters, embargoes, government intervention, explosions, riots, pandemics, wars, or acts of terrorism (each, a “Force Majeure Event”).

18.2 The following will not constitute a Force Majeure Event: Customer’s financial inability to perform; changes in cost or availability of materials, components, or services; market conditions; Customer’s own actions; or contract disputes between Customer and third parties.

18.3 Each party shall give the other party prompt written notice of any event or circumstance that is reasonably likely to result in a Force Majeure Event, and the anticipated duration. Each party shall use all diligent efforts to end the Force Majeure Event and resume full performance. If such event continues for more than ten (10) days, Customer shall have the right to terminate Physical Services and Freight Forwarding Services, provided that Customer shall remain liable to pay Company all amounts owed as of the date of termination.

19. DMCA

19.1 The Digital Millennium Copyright Act (the “DMCA”) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. Endless Commerce will promptly process and investigate notices of alleged infringement and will take appropriate actions under the DMCA and other applicable intellectual property laws. A notification of claimed copyright infringement should be emailed to support@endlesscommerce.com (subject line: “DMCA Takedown Request”), or mailed to:

Endless Commerce, Inc., Attention: Copyright Agent, 1023 Calle Sombra, Suite G, San Clemente, CA 92673, USA.

19.2 Notification of claimed infringement must include: (a) an electronic or physical signature of the person authorized to act on behalf of the copyright owner; (b) a description of the copyrighted work claimed to have been infringed; (c) a description of where the infringing material is located on the Site; (d) the complainant’s address, telephone number, and email address; (e) a statement of good faith belief that the disputed use is not authorized by the copyright owner; and (f) a statement under penalty of perjury that the above information is accurate and that the submitting party is the copyright owner or authorized to act on its behalf.

19.3 Counter-Notice. A person who believes content was removed or disabled by mistake or misidentification may send a counter-notice to the Copyright Agent with: (a) their physical or electronic signature; (b) identification of the removed material and its former location; (c) a statement under penalty of perjury of their good-faith belief that removal resulted from mistake or misidentification; and (d) their name, address, and telephone number, consent to the jurisdiction of the federal district court for their address or, if outside the United States, any judicial district where Company may be found, and agreement to accept service from the original complainant or its agent. Company will handle valid notices and counter-notices under the applicable statutory process.

19.4 Repeat Infringer Policy. Endless Commerce has adopted a policy of terminating, in appropriate circumstances and at its sole discretion, those who are deemed to be repeat infringers. Endless Commerce may also limit access to the Site and/or terminate accounts of any users who infringe any intellectual property rights of others.

20. U.S. Government and Export Matters

Customer and each User may not remove or export from the United States, or allow the export or re-export of, the Services or anything related thereto, or any direct product thereof, in violation of any restrictions, laws, or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority.

21. General

21.1 No Waiver. The failure of Company to exercise or enforce any right or provision of these Terms and Conditions shall not constitute a waiver of such right or provision.

21.2 Severability. If any provision of these Terms and Conditions is found by a court of competent jurisdiction to be invalid, the parties agree that the court should give appropriately valid effect to the intention of these Terms and Conditions as reflected in the provision, and the other provisions shall remain in full force and effect.

21.3 Assignment. These Terms and Conditions and any rights granted to Customer may not be transferred or assigned by Customer, whether voluntarily, by operation of law, or otherwise, without Company’s prior written consent. Any attempted assignment or transfer shall be null and void. These Terms and Conditions may be assigned or novated by Company at Company’s sole discretion.

21.4 Entire Agreement and Precedence. These Terms and Conditions, the Payment Terms, the applicable Service Plan, and any executed service or data-processing agreement constitute the parties’ agreement for the purchased Services and supersede prior discussions and representations on that subject. Mandatory law and mandatory international data-transfer clauses control first. An applicable data-processing agreement controls conflicts concerning personal-data processing; it does not change commercial liability limits unless it expressly does so or applicable law requires otherwise. A separately executed confidentiality agreement remains effective for information within its scope; where confidentiality duties conflict, the more protective duty applies unless the parties expressly agree otherwise. This rule does not create an exception to Company’s liability limits unless the separate agreement expressly addresses liability or remedies. An agreement or order signed or electronically accepted by authorized representatives of both parties controls over these Terms and Conditions to the extent it expressly varies a provision or specifies a conflicting commercial term. Otherwise, these Terms and Conditions control over the Payment Terms, and the Payment Terms govern payment-method details. Customer purchase-order boilerplate does not amend this agreement. The Privacy Policy governs individual privacy notices and rights and does not impose payment obligations or expand the service license. Different remedies do not permit duplicate recovery for the same loss.

21.5 Survival. Accrued payment obligations and provisions that by their nature are intended to survive shall survive, including Sections 5 (subject to its purpose and duration limits), 6, 8, 9, 10, 11, 12, 13 (while Inventory or related obligations remain), 17, and 21. Survival does not extend a service license, permit indefinite retention of personal information, or override an express time limit.

21.6 Relationship of the Parties. Company and Customer are independent contracting parties. Their service agreement does not create a partnership, joint venture, or employment relationship between them. A User’s acceptance of access and use obligations does not change that individual’s employment or contractor status, or replace their employment or engagement agreement. Any agency expressly undertaken under Section 4 is limited to the agreed Freight Forwarding Services. Customer and Users may bind Company only to the extent Company separately authorizes them to do so.

21.7 Notices. Contractual notices must be in writing. Notices to Customer may be sent to its designated account email; notices to an individual User may be sent to that User’s designated account or work email; notices to Company must be sent to support@endlesscommerce.com, except billing disputes and payment-authorization notices go to accountsreceivable@endlesscommerce.com and privacy requests go to privacy@endlesscommerce.com. Email is deemed received on the next business day after sending unless the sender receives a delivery-failure notice. Customer and each User with an account shall keep their applicable contact information current. Where a User does not have a designated email or account, amendments may be presented by a conspicuous notice on access under Section 15.1, with affirmative acceptance where required. Personal delivery is effective on receipt; tracked courier or certified mail is effective on documented delivery. Account notices are permitted for amendments under Section 15.1, but termination, breach, and inventory-enforcement notices must also be delivered directly by a permitted method. A statute, court rule, payment mandate, or separately executed agreement requiring a different method or actual receipt controls.

Effective date: May 10, 2024