Software as a Service (SaaS) Subscription Agreement

This Software as a Service (SaaS) Subscription Agreement (this "Agreement") constitutes a legally binding
agreement between you (“Customer” or “you”) and Flowspace, Inc. ("Provider" or “Flowspace”). Provider and
Customer may be referred to herein collectively as the "Parties" or individually as a "Party." This Agreement shall
become effective as of the date Customer (whether a merchant or a warehouse provider) accepts its terms and
conditions by clicking through or executing the checkout screen, statement of work, Provider Warehouse Services
Agreement, Warehouse & Transportation Terms of Service, order form and/or other agreement between you and
Flowspace regarding services (each, and collectively, an “Order Form”) (“Effective Date”). The executed or
clicked through copy of the Order Form entered into by the Parties is incorporated herein by reference.
By entering into this Agreement, as explained above, and/or by accessing the Flowspace Software / Portal
(“Services”), you expressly acknowledge that you understand this Agreement and accept all of its terms and
conditions. If you do not agree to be bound by the terms and conditions of this Agreement, you may not use or
access the Services.
WHEREAS, Provider provides access to the Services to its customers;
WHEREAS, Customer desires to access the Services, and Provider desires to provide Customer access to the
Services, subject to the terms and conditions of this Agreement; and
NOW, THEREFORE, in consideration of the mutual covenants, terms, and conditions set forth herein, and for
other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, The Parties
agree as follows:
1. Definitions.
(a) "Aggregated Statistics" means data and information submitted to, collected by, or generated
by Provider but only in an aggregate and anonymized manner, which can in no way be linked to Customer
or any individual. Aggregated Statistics may include compiled statistical and performance information
related to the provision and operation of the Services.
(b) "Authorized User" means Customer's employees, consultants, contractors, and agents (i)
who are authorized by Customer to access and use the Services under the rights granted to Customer
pursuant to this Agreement and (ii) for whom access to the Services has been purchased hereunder.
(c) "Customer Data" means information, data, and other content, in any form or medium, that is
submitted, posted, or otherwise transmitted by or on behalf of Customer or an Authorized User through
the Services.
(d) "Documentation" means Provider's user manuals, handbooks, and guides relating to the
Services provided by Provider to Customer either electronically or in hard copy form/end user
documentation relating to the Services.
(e) "Provider IP" means the Services, the Documentation, all support and training, and any and
all intellectual property provided to Customer or any Authorized User in connection with the foregoing. For
the avoidance of doubt, Provider IP includes Aggregated Statistics and any information, data, or other
content derived from Provider's monitoring of Customer's access to or use of the Services, but does not
include Customer Data.
(f) "Services" or “Software” means Flowspace’s Software Platform.

2. Access and Use.
(a) Provision of Access. Subject to terms and conditions of this Agreement, Provider hereby
grants Customer a non-exclusive, non-transferable (except in compliance with Section 13(g)) right to
access and use the Services during the Term, solely for use by Authorized Users in accordance with the
terms and conditions herein. Such use is limited to Customer's internal use in accordance with the
Documentation. Provider shall provide to Customer the necessary passwords and network links or
connections to allow Customer to access the Services. Provider may make certain products and services
available to Customer in the future. By mutually executing one or more Order Forms with Provider, which
reference these terms, such products and services will be governed by this Agreement.
(b) Documentation License. Subject to the terms and conditions contained in this Agreement,
Provider hereby grants to Customer a non-exclusive, non-sublicensable, non-transferable (except in
compliance with Section 13(g)) license to use the Documentation during the Term solely for Customer's
internal business purposes in connection with its use of the Services.
(c) Use Restrictions. Customer shall not use the Services for any purposes beyond the scope of
the access granted in this Agreement. Customer shall not at any time, directly or indirectly, and shall not
permit any Authorized Users to: (i) copy, modify, or create derivative works of the Services or
Documentation, in whole or in part; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute,
publish, transfer, or otherwise make available the Services or Documentation; (iii) reverse engineer,
disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software
component of the Services, in whole or in part (except to the extent applicable laws specifically prohibit
such restriction); (iv) remove any proprietary notices from the Services or Documentation; (v) use the
Services for the benefit of a third party; (vi) use the Services to build an application or productive that is
competitive with Provider’s product or service, (vii) interfere or attempt to interfere with the proper working
of the Services or any activities conducted on the Service; (viii) bypass any measures Provider may use
to prevent or restrict access to the Services; or (ix) use the Services or Documentation in any manner or
for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or
other right of any person, or that violates any applicable law. Customer is responsible for all of Customer’s
activity in connection with the Services, including but not limited to uploading Customer Data onto the
Services.
(d) Reservation of Rights. Provider reserves all rights not expressly granted to Customer in this
Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in
this Agreement grants, by implication, waiver, estoppel, or otherwise, to Customer or any third party any
intellectual property rights or other right, title, or interest in or to the Provider IP.
(e) Suspension. Notwithstanding anything to the contrary in this Agreement, Provider may
suspend Customer's and any Authorized User's access to any portion or all of the Services if: (i) Provider
reasonably determines that (A) there is a threat or attack on any of the Provider IP; (B) Customer's or any
Authorized User's use of the Provider IP disrupts or poses a security risk to the Provider IP or to any other
customer or vendor of Provider; (C) Customer, or any Authorized User, is using the Provider IP for
fraudulent or illegal activities; (D) subject to applicable law, Customer has ceased to continue its business
in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets,
or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding; or
(E) Provider's provision of the Services to Customer or any Authorized User is prohibited by applicable
law; (ii) any vendor of Provider has suspended or terminated Provider's access to or use of any third-party
services or products required to enable Customer to access the Services; or (iii) in accordance with Order
Form and Warehouse & Transportation Terms of Service (any such suspension described in subclause
(i), (ii), or (iii), a “Service Suspension”). Provider shall use commercially reasonable efforts to provide
written notice of any Service Suspension to Customer and to provide updates regarding resumption of

access to the Services following any Service Suspension. Provider may, at its sole discretion, resume
providing access to the Services as soon as reasonably possible after the event giving rise to the Service
Suspension is cured. Provider will have no liability (to Customer or third parties) for any damage,
liabilities, losses (including but not limited to any loss of data or profits), or any other consequences that
Customer or any Authorized User may incur as a result of a Service Suspension.
(f) Aggregated Statistics. Notwithstanding anything to the contrary in this Agreement, Provider
may monitor Customer's use of the Services and internally use and modify (but not disclose) Customer
Data for the purposes of (i) providing the Services and any support or consultation services to Customer,
(ii) generating Aggregated Statistics and (iii) freely use and make available Aggregated Statistics for
Provider’s business purposes (including without limitation, for purposes of improving, testing, operating,
promoting and marketing Provider’s products and services). As between Provider and Customer, all right,
title, and interest in Aggregated Statistics, and all intellectual property rights therein, belong to and are
retained solely by Provider. Customer acknowledges that Provider may compile Aggregated Statistics
based on Customer Data input into the Services. Customer agrees that Provider may (i) make
Aggregated Statistics publicly available in compliance with applicable law, and (ii) use Aggregated
Statistics to the extent and in the manner permitted under applicable law; provided that such Aggregated
Statistics do not identify Customer or Customer's Confidential Information.
3. Customer Responsibilities.
(a) General. Customer is responsible and liable for all uses of the Services and Documentation
resulting from access provided by Customer, directly or indirectly, whether such access or use is
permitted by or in violation of this Agreement. Without limiting the generality of the foregoing, Customer is
responsible for all acts and omissions of Authorized Users, and any act or omission by an Authorized
User that would constitute a breach of this Agreement if taken by Customer will be deemed a breach of
this Agreement by Customer. Customer shall use reasonable efforts to make all Authorized Users aware
of this Agreement's provisions as applicable to such Authorized User's use of the Services, and shall
cause Authorized Users to comply with such provisions.
4. Training and Support.
(a) Training. If identified in an Order Form, Provider shall provide Customer with an initial online
training session. Thereafter, during each twelve (12) month term, Customer may request up to one (1)
additional online training sessions.
(b) Support. Provider shall provide Customer with reasonable online assistance connecting,
testing, and troubleshooting integrations during the initial setup. Ongoing online support of integration
issues and additional integrations may be requested by Customer via email or support ticket.
5. Fees and Payment.
(a) Fees. If set forth in the Order Form, Customer shall pay Provider a one-time Setup Fee
(“Setup Fee”) and a monthly software Subscription Fee (“Subscription Fee”). All fees due under this
Agreement, including the Setup Fee and Subscription Fee, shall be collectively referred to as the “Fees”.
If there are additional fees outside of the Order Form, Provider will give Customer thirty (30) days’ notice
(email sufficient) before charging fees. By continuing to use the Services after the thirty (30) days’ notice,
Customer will be bound by, and agrees to pay, the fees identified in the notice. Provider may use a
payment processor (“Payment Processor”) to charge and collect the Subscription Fee. The terms and
conditions of payment, including for the Setup Fee and Subscription Fee shall be set forth in the Order
Form, Warehouse & Transportation Terms of Service and/or another writing signed by the Parties.
Customer agrees that Provider shall not be liable to Customer or to any third party for any liabilities,

claims, damages or expenses arising from or relating to suspension of the Services resulting from
Customer’s nonpayment.
6. Confidential Information. From time to time during the Term, either Party may disclose or make
available to the other Party information about its business affairs, products, confidential intellectual property, trade
secrets, third-party confidential information, and other sensitive or proprietary information, whether orally or in
written, electronic, or other form or media/in written or electronic form or media, that is marked, designated or
otherwise identified as "confidential" (collectively, "Confidential Information"). Confidential Information does not
include information that, at the time of disclosure is: (a) generally available to the public; (b) known to the
receiving Party at the time of disclosure; (c) rightfully obtained by the receiving Party on a non-confidential basis
from a third party; or (d) independently developed by the receiving Party without use of or reference to the
Confidential Information. The receiving Party shall not disclose the disclosing Party's Confidential Information to
any person or entity, except to the receiving Party's employees who have a need to know the Confidential
Information for the receiving Party to exercise its rights or perform its obligations hereunder. Notwithstanding the
foregoing, each Party may disclose Confidential Information to the limited extent required (i) in order to comply
with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law,
provided that the Party making the disclosure pursuant to the order shall first have given written notice to the other
Party and made a reasonable effort to obtain a protective order; or (ii) to establish a Party's rights under this
Agreement, including to make required court filings. On the expiration or termination of the Agreement, the
receiving Party shall promptly return to the disclosing Party all copies, whether in written, electronic, or other form
or media, of the disclosing Party's Confidential Information, or destroy all such copies and certify in writing to the
disclosing Party that such Confidential Information has been destroyed. Each Party's obligations of non-disclosure
with regard to Confidential Information are effective as of the Effective Date and will expire five years from the
date first disclosed to the receiving Party; provided, however, with respect to any Confidential Information that
constitutes a trade secret (as determined under applicable law), such obligations of non-disclosure will survive the
termination or expiration of this Agreement for as long as such Confidential Information remains subject to trade
secret protection under applicable law.
7. Intellectual Property Ownership
(a) Provider IP. Customer acknowledges that, as between Customer and Provider, Provider owns
all right, title, and interest, including all intellectual property rights, in and to the Provider IP.
(b) Customer Data. Provider acknowledges that, as between Provider and Customer, Customer
owns all right, title, and interest, including all intellectual property rights, in and to the Customer Data.
Customer hereby grants to Provider a non-exclusive, royalty-free, worldwide license to reproduce,
distribute, and otherwise use and display the Customer Data and perform all acts with respect to the
Customer Data as may be necessary for Provider to provide the Services to Customer, and a
non-exclusive, perpetual, irrevocable, royalty-free, worldwide license to reproduce, distribute, modify, and
otherwise use and display Customer Data incorporated within the Aggregated Statistics.
(c) Feedback. If Customer or any of its employees or contractors sends or transmits any
communications or materials to Provider by mail, email, telephone, or otherwise, suggesting or
recommending changes to the Provider IP, including without limitation, new features or functionality
relating thereto, or any comments, questions, suggestions, or the like ("Feedback"), Provider is free to
use such Feedback irrespective of any other obligation or limitation between the Parties governing such
Feedback. Customer hereby assigns to Provider on Customer's behalf, and on behalf of its employees,
contractors and/or agents, all right, title, and interest in, and Provider is free to use, without any attribution
or compensation to any party, any ideas, know-how, concepts, techniques, or other intellectual property
rights contained in the Feedback, for any purpose whatsoever, although Provider is not required to use
any Feedback.

8. Limited Warranty and Warranty Disclaimer.
(a) THE SERVICES AND THE PROVIDER IP ARE PROVIDED "AS IS" AND PROVIDER
HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR
OTHERWISE. PROVIDER SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT,
AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE.
PROVIDER MAKES NO WARRANTY OF ANY KIND THAT THE PROVIDER IP, THE SERVICES, OR
ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET CUSTOMER'S OR ANY OTHER
PERSON'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED
RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM OR OTHER SERVICES, OR
BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE.
9. Indemnification.
(a) Provider Indemnification.
(i) Provider shall indemnify, defend, and hold harmless Customer from and against any
and all losses, damages, liabilities, costs (including reasonable attorneys' fees) (in each case
solely to the extent such losses, damages and costs are payable to unaffiliated third parties)
("Losses") incurred by Customer resulting from any third-party claim, suit, action, or proceeding
("Third-Party Claim") that the Services, or any use of the Services in accordance with this
Agreement, infringes or misappropriates such third party's US intellectual property rights/US
patents, copyrights, or trade secrets, provided that Customer promptly notifies Provider in writing
of the claim, cooperates with Provider, and allows Provider sole authority to control the defense
and settlement of such claim.
(ii) If such a claim is made or appears possible, Customer agrees to permit Provider, at
Provider's sole discretion, to (A) modify or replace the Services, or component or part thereof, to
make it non-infringing, or (B) obtain the right for Customer to continue use. If Provider determines
that neither alternative is reasonably available, Provider may terminate this Agreement, in its
entirety or with respect to the affected component or part, effective immediately on written notice
to Customer.
(iii) This Section 9(a) will not apply to the extent that the alleged infringement arises from:
(A) use of the Services in combination with data, software, hardware, equipment, or technology
not provided by Provider or authorized by Provider in writing; (B) modifications to the Services not
made by Provider; (C) Customer Data; or (D) Provider’s compliance with Customer’s detailed
written design specifications or integrations unique to Customer’s needs.
(iv) Notwithstanding anything else in this Section 9, if a Third-Party Claim is one of multiple
claims in a lawsuit against Customer, some of which claims may not be subject to the indemnity
obligation under this Section 9, Provider may, at its sole discretion, elect to solely control the
defense, settlement, adjustment or compromise of the Third-Party Claim, in which event: (a)
Customer agrees to cooperate with Provider’s sole control and provide any assistance that may
be reasonably necessary for the defense, settlement, adjustment or compromise of any such
controversy or proceeding, and (b) Customer shall not be relieved of its indemnification and hold
harmless obligations under this Section 9, and Customer shall remain responsible for its
proportionate share of Losses relating to the Third-Party Claim and attributable to Customer.
(v) Customers’ right to indemnification is the exclusive remedy available with respect to a
claim of indemnification.

(b) Customer Indemnification. Customer shall indemnify, hold harmless, and, at Provider's option,
defend Provider from and against any Losses resulting from any Third-Party Claim that the Customer
Data, or any use of the Customer Data in accordance with this Agreement, infringes or misappropriates
such third party's intellectual property rights and/or any Third-Party Claims based on Customer's or any
Authorized User's (i) negligence or willful misconduct; (ii) use of the Services in a manner not authorized
by this Agreement; (iii) use of the Services in combination with data, software, hardware, equipment or
technology not provided by Provider or authorized by Provider in writing; (iv) Provider’s compliance with
Customer’s detailed written design specifications or integrations unique to Customer’s needs; or (v)
modifications to the Services not made by Provider, provided that Customer may not settle any
Third-Party Claim against Provider unless Provider consents to such settlement, and further provided that
Provider will have the right, at its option, to defend itself against any such Third-Party Claim or to
participate in the defense thereof by counsel of its own choice.
(c) Sole Remedy. THIS SECTION 9 SETS FORTH CUSTOMER'S SOLE REMEDIES AND
PROVIDER'S SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED, OR ALLEGED
CLAIMS THAT THE SERVICES INFRINGE, MISAPPROPRIATE, OR OTHERWISE VIOLATE ANY
INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY. IN NO EVENT WILL PROVIDER'S
LIABILITY UNDER THIS SECTION 9 EXCEED $10,000.00.
10. Limitations of Liability. IN NO EVENT WILL PROVIDER BE LIABLE UNDER OR IN CONNECTION
WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF
CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (a)
CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES;
(b) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR
PROFITS; (c) LOSS OF GOODWILL OR REPUTATION; (d) USE, INABILITY TO USE, LOSS, INTERRUPTION,
DELAY OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (e) COST OF
REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER PROVIDER WAS
ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE
OTHERWISE FORESEEABLE. IN NO EVENT WILL PROVIDER'S AGGREGATE LIABILITY ARISING OUT OF
OR RELATED TO THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH
OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE EXCEED THREE
(3) TIMES THE TOTAL AMOUNTS PAID AND AMOUNTS ACCRUED BUT NOT YET PAID TO PROVIDER
UNDER THIS AGREEMENT IN THE 2 MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE
CLAIM OR $10,000.00 WHICHEVER IS LESS (PROVIDED THAT IF NO FEES ARE OWED OR ACCRUED,
PROVIDER’S MAXIMUM LIABILITY WILL BE $10,000).
11. Term and Termination.
(a) Term. The term of this Agreement, including any provisions for termination and renewal, shall
coincide with the terms specified in the Order Form (see definition of Order Form above)..
(b) Termination. Unless stated otherwise in the Order Form or Warehouse & Transportation Terms
of Service, and in addition to any other express termination right set forth in this Agreement:
(i) Provider may terminate this Agreement, effective on written notice to Customer, if: (A)
Customer fails to pay any amount when due; (B) Customer breaches any of its obligations under
this Agreement; (C) if Provider concludes, at its sole discretion, that Customer’s use of the
Service is causing harm to Provider or others; (D) if Provider concludes, at its sole discretion, that
Customer’s request(s) for training and/or support is excessive, unreasonable or not viable for
Provider, (E) if Provider terminates any other agreement, such as the Order Form and Warehouse
& Transportation Terms of Service, which relates to or incorporates this Agreement.

(ii) Customer agrees that Provider shall not be liable to Customer or to any third party for
any liabilities, claims or expenses arising from or relating to Provider’s suspension of the Services
or termination of this Agreement.
(iii) In the event Customer receives an Amendment Notice (as defined in Section 13(d) of
this Agreement) from Provider and does not wish to accept the terms and conditions thereof,
Customer may terminate this Agreement by providing written notice of termination to Provider
during the Notice Period (as defined in Section 13(d)).
(c) Effect of Suspension, Expiration or Termination. In addition to any other terms set forth in the
Order Form and Warehouse & Transportation Terms of Service, upon expiration, suspension, or earlier
termination of this Agreement, Customer shall immediately discontinue use of the Provider IP and, without
limiting Customer's obligations under Section 6, Customer shall delete, destroy, or return all copies of the
Provider IP and certify in writing to the Provider that the Provider IP has been deleted or destroyed.
(d) Survival. This Section 11(d) and Sections 1, 5, 6, 7, 8, 9, 10, and 13 survive any termination or
expiration of this Agreement. No other provisions of this Agreement survive the expiration or earlier
termination of this Agreement.
12. Integration Services
(a) To the extent that Customer requests an integration and Provider agrees to provide it, or Provider
performs any integrations at its own discretion, the following terms also apply:
(i) Custom Integration Addendum: For custom integrations requested by the Customer, the
Customer must provide accurate and complete information required for the integration, including
API documentation, data mapping, and security requirements. Any specific terms and conditions
related to the integration will be detailed in a Custom Integration Addendum, or similar document,
which will be governed by and incorporated into this Agreement. Provider may decline any
integration request at its discretion.
(ii) Preliminary Estimates and Additional Costs: For custom integrations, Provider will
provide preliminary cost and time estimates, which may change based on project scope.
Additional fees will be communicated and must be approved by the Customer before proceeding.
Any additional costs due to scope changes or third-party fees must also be approved by the
Customer.
(iii) Disclaimers and Limitations: Provider does not guarantee integration compatibility with all
third-party systems or that it will meet all Customer requirements. Provider is not liable for delays
or failures due to technical limitations, third-party system constraints, or force majeure events
beyond its control. Provider makes no guarantees regarding the success, functionality, or
performance of any integration. Customer acknowledges that integrations may not achieve the
desired results or be error-free. Provider's liability is subject to the limitations set forth in the
limitation of liability clause(s) of this Agreement.
(iv) Termination and Discontinuation: Provider may terminate integration services, and/or
discontinue support for any integration, under the following conditions: (i) if the Customer fails to
provide necessary information, approvals, or payments; (ii) if technical constraints render the
integration unfeasible; (iii) if Provider, in its sole discretion, elects to do so; or (iv) if this
Agreement or any related agreements between the parties are terminated. Provider shall not be
liable for any resulting costs or damages arising from such termination or discontinuation.

(v) Intellectual Property: Customer agrees that the integration and any related work product
shall be considered Provider's intellectual property to the maximum extent permitted by law.

13. Miscellaneous.
(a) Entire Agreement. This Agreement, together with the Order Form, Warehouse &
Transportation Terms of Service, and any other documents incorporated herein by reference and any
related Exhibits, constitutes the sole and entire agreement of the Parties with respect to the subject
matter of this Agreement and supersedes all prior and contemporaneous understandings, agreements,
and representations and warranties, both written and oral, with respect to such subject matter. In the
event of any inconsistency between the statements made in the body of this Agreement, any related
Exhibits, the Order Form, the Warehouse & Transportation Terms of Service, and any other documents
incorporated herein by reference, the following order of precedence governs: (i) first, the Order Form and
Warehouse & Transportation Terms of Service, (ii) second, this Agreement, excluding any Exhibits; (iii)
third, any Exhibits to this Agreement as of the Effective Date; and (iv) fourth, any other documents
incorporated herein by reference.
(b) Notices. All notices, requests, consents, claims, demands, waivers and other communications
under this Agreement shall be sent consistent with the terms and conditions of the Warehouse &
Transportation Terms of Service.
(c) Force Majeure. In no event shall either Party be liable to the other Party, or be deemed to have
breached this Agreement, for any failure or delay in performing its obligations under this Agreement
(except for any obligations to make payments), if and to the extent such failure or delay is caused by any
circumstances beyond such Party's reasonable control, including but not limited to acts of God, flood, fire,
earthquake, accident, explosion, quarantine, war, terrorism, invasion, epidemic, pandemic, viruses,
national or regional emergency, communication or power or cloud hosting or server
outages/interruptions/imperfections, riot or other civil unrest, strikes, labor stoppages or slowdowns or
other industrial disturbances, or passage of law or any action taken by a governmental or public authority,
including imposing an embargo. For the avoidance of doubt, Force Majeure shall not include (a) financial
distress nor the inability of either party to make a profit or avoid a financial loss, (b) changes in market
prices or conditions, or (c) a party's financial inability to perform its obligations hereunder.
(d) Amendment and Modification; Waiver. No amendment to or modification of this Agreement is
effective unless it is in writing and signed by an authorized representative of each Party, except that
Provider may amend the terms of this Agreement from time to time by providing Customer with notice of
any amendments (“Amendment Notice”). Provider shall provide the Amendment Notice by sending an
email to the email address associated with Customer’s account or by offering Customer an in-product
notification. Unless Provider states otherwise in the Amendment Notice, the amended terms will be
effective thirty (30) days after Provider provides the Amendment Notice (“Notice Period”), and
Customer’s continued use of the Services after the Notice Period will confirm Customer’s acceptance of
the amendments and shall have the same legal effect as a signature by an authorized representative of
Customer. If Customer does not agree to the amended terms provided in the Amendment Notice,
Customer must stop using the Services and, within the Notice Period, terminate the Agreement as set
forth in the Warehouse & Transportation Terms of Service. No waiver by any Party of any of the
provisions hereof will be effective unless explicitly set forth in writing and signed by the Party so waiving.
Except as otherwise set forth in this Agreement: (i) no failure to exercise, or delay in exercising, any
rights, remedy, power, or privilege arising from this Agreement will operate or be construed as a waiver
thereof and (ii) no single or partial exercise of any right, remedy, power, or privilege hereunder will
preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or
privilege.

(e) Severability. If any provision of this Agreement is invalid, illegal, or unenforceable in any
jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of this
Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon
such determination that any term or other provision is invalid, illegal, or unenforceable, the Parties shall
negotiate in good faith to modify this Agreement so as to affect their original intent as closely as possible
in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as
originally contemplated to the greatest extent possible.
(f) Governing Law; Mandatory Arbitration. ANY CONTROVERSY OR CLAIM ARISING OUT OF
OR RELATING TO THIS AGREEMENT, THE SERVICES, OR THE PARTIES WILL BE RESOLVED BY
BINDING ARBITRATION BEFORE ONE ARBITRATOR, RATHER THAN IN COURT. The Arbitration shall
be administered by the Judicial Arbitration and Mediation Services (JAMS) pursuant to JAMS’
Streamlined Arbitration Rules and Procedures, if applicable, or otherwise its Comprehensive Arbitration
Rules and Procedures and in accordance with the Expedited Procedures in those Rules. Either party may
initiate arbitration. The arbitration will be conducted in Los Angeles, California, and judgment on the
arbitration award may be entered into any court having jurisdiction. The initiating party will pay the
applicable filing fee to JAMS, and payment of all other fees will be governed by JAMS Rules. This
Agreement shall be governed by the laws of the State of California without reference to its conflict of law
provisions. The parties agree that any arbitration shall be conducted only in their individual capacities and
not as a class action or other representative action. Each party waives the right to bring or participate in a
class action in any forum. The arbitrator shall not have authority to consolidate or join the claims of other
persons or parties. If the arbitrator deems the claim frivolous or brought in bad faith, the arbitrator may
require the filing party to pay all arbitration costs and attorneys' fees. Before arbitration, a detailed Notice
of Dispute must be sent by certified mail by the initiating party. Following this notice, the parties must
engage in good faith negotiation discussions. If unresolved within 30 days, either party may commence
arbitration.
(g) Assignment. Provider may freely assign this Agreement. Customer may not assign any of its
rights or delegate any of its obligations hereunder, in each case whether voluntarily, involuntarily, by
operation of law or otherwise, without the prior written consent of Provider. Any purported assignment or
delegation in violation of this Section will be null and void. No assignment or delegation will relieve the
assigning or delegating Party of any of its obligations hereunder. This Agreement is binding upon and
inures to the benefit of the Parties and their respective permitted successors and assigns.
(h) Export Regulation. Customer shall comply with all applicable state and federal laws,
regulations, and rules, and complete all required undertakings (including obtaining any necessary export
license or other governmental approval), that prohibit or restrict the export or re-export of the Services or
any Customer Data outside the US.
(i) US Government Rights. Each of the Documentation and the software components that
constitute the Services is a "commercial item" as that term is defined at 48 C.F.R. § 2.101, consisting of
"commercial computer software" and "commercial computer software documentation" as such terms are
used in 48 C.F.R. § 12.212. Accordingly, if Customer is an agency of the US Government or any
contractor therefor, Customer only receives those rights with respect to the Services and Documentation
as are granted to all other end users, in accordance with (a) 48 C.F.R. § 227.7201 through 48 C.F.R. §
227.7204, with respect to the Department of Defense and their contractors, or (b) 48 C.F.R. § 12.212, with
respect to all other US Government users and their contractors.
(j) Equitable Relief. Each Party acknowledges and agrees that a breach or threatened breach by
such Party of any of its obligations under Section 6 or, in the case of Customer, Section 2(c), would cause
the other Party irreparable harm for which monetary damages would not be an adequate remedy and
agrees that, in the event of such breach or threatened breach, the other Party will be entitled to equitable

relief, including a restraining order, an injunction, specific performance and any other relief that may be
available from any court, without any requirement to post a bond or other security, or to prove actual
damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and
are in addition to all other remedies that may be available at law, in equity or otherwise.
(k) No Third Party Beneficiaries. This Agreement is an agreement between the parties, and
confers no rights upon either party’s employees, agents, contractors, partners or customers or upon any
other person or entity.
(l) Independent Contractors. The parties have the status of independent contractors, and nothing
in this Agreement nor the conduct of the parties will be deemed to place the parties in any other
relationship. Except as provided for in this Agreement, neither party shall be responsible for the acts or
omissions of the other party or the other party’s personnel.
(m) Counterparts. This Agreement may be executed electronically and in counterparts, each of
which is deemed an original, but all of which together are deemed to be one and the same agreement.

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