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Terms of Service

Terms of Service

TABLE OF CONTENTS

 

GENERAL TERMS & CONDITIONS OF SALE

ALL TRANSACTIONS INVOLVING THE PURCHASE OF PRODUCTS AND/OR SERVICES FROM WAREHOUSEMOBILE SOLUTIONS, LLC OR ITS AFFILIATED ENTITIES (“COMPANY”) ARE GOVERNED BY THESE GENERALTERMS AND CONDITIONS OF SALE (THESE “TERMS & CONDITIONS”). ANY PROPOSAL, STATEMENT OF WORKOR ORDER THAT INCLUDES DIFFERENT OR ADDITIONAL TERMS THAT VARY FROM THESE TERMS ANDCONDITIONS ARE OBJECTED TO AND DISALLOWED. NOTWITHSTANDING THE FOREOING, ANY SUCHCOUNTERPROPOSALS BY CUSTOMER SHALL NOT OPERATE AS A REJECTION OF THE CONTRACT OF SALE, BUT AS A REJECTION OF THE ADDITIONAL OR DIFFERENT TERM(S).

1. ACCEPTANCE OF ORDER


1. ACCEPTANCE OF ORDER. A Proposal is deemed by Company to be an offer to purchase products from Company (“Products”) and/or services from Company (“Services”), which Company may accept or reject in its sole discretion. The Services specifically include, without limitation, Company’s “WarehouseOS” or “WOS” software (the “Software”). Company’s  acceptance of an offer to purchase is binding on Company only if made by written instrument or, if not by written instrument, by shipment of the Products ordered or provision of Services ordered. Company’s acceptance is subject to these Terms & Conditions. All orders are received
subject to Federal Regulations, State and/or local taxes, and approval and acceptance by  Company at Company's corporate office.

2. Acceptance of Terms & Conditions


2. Acceptance of Terms & Conditions. By placing and order, signing a proposal or otherwise accepting any Products or Services form Company, or utilizing the Software, each purchaser of Products and/or Services (“Customer”) agrees to be bound by and subject to these Terms & Conditions. Customer’s executed Proposal, together with these Terms & Conditions may be referred to collectively hereinafter as the “Agreement.”

3. FREIGHT ALLOWANCE

Prices which include full freight allowance are based upon freight rates in effect on
the date of quotation and are subject to change to the extent of any changes in freight rates that may become
effective before the shipment is made. Trucks to be unloaded by Customer, unless otherwise stated.

4. CREDIT 

Company may, but shall not be obligated to, grant credit terms to Customer. Acceptance of any order is subject to final credit approval by Company. Company reserves the right to cancel any sale if Company deems Customer unable to pay for any Products or Services. Company reserves the right, in its sole discretion and without prior notice, to deny, change or limit the amount or duration of credit to be allowed Customer, either generally or with respect to a particular order, and may require cash payments in advance or security satisfactory to Company.

5. PRODUCT DELIVERY DATE

All Product delivery dates are from the later of the date of Company’s receipt
of the order at Company’s corporate office, or final approval by Customer of any necessary blueprints, sketches, specifications or information required for the identification and  Production of the material covered bythe order.

6. COSTS OF PRODUCT DELIVERY

Except as otherwise agreed in writing, Customer shall pay the costs of delivery of the  Products. Customer shall pay all sales, use excise or similar taxes or other charges, which
Company is required to pay, or to collect and remit, to any government (national, state or local) and which are imposed on or measured by the sale.

7. FORCE MAJEURE; DELAYS


Company shall not be liable for any failure in delivery of Products or provision of Services caused by circumstances beyond Company’s reasonable control, including without limitation, fires, strikes, differences with employees, casualties, wars, riots, acts of God, national  emergencies, delays in transportation, shortage of cars, etc. Company shall not be obligated to continue to perform or complete any Services while Customer is in default of its obligations under any proposal/statement of work, including without limitation, by failing to make all payments to Company when due. Unless otherwise agreed to by Company, if the Services are modified pursuant to a change order or other agreement of the parties, Company shall have a reasonable additional period of time to complete the Services. To the extent any Services are not substantially completed within the time period specified in the relevant  proposal/statement of work, or an extended time period agreed to in connection with changes in the Services, because of the unavailability of materials, failure of other contractors performing work at the project site to complete their respective work in a timely manner, labor strikes, acts of God, casualties, wars, riots, national emergencies, or other causes that are beyond the reasonable control and anticipation of Company, Company shall have a reasonable additional period of time to complete the Services.

8. LICENSE AGREEMENT AND SUPPORT


As part of the Software registration process, Customer will identify and
administrative username and password for Customer’s company account. Company reserves the right to refuse registration of or cancel passwords it deems inappropriate. Customer shall employ all physical, administrative, and technical controls, screening, and security procedures and other safeguards necessary to securely administer the distribution and use of all access credentials and protect against any unauthorized access to or use of the Software and related Services. Customer shall have a non-exclusive, non-transferable right to access the Software and the Services solely for Customer’s internal use. Subject to these Terms & Conditions, Company will provide Customer with reasonable technical support services in accordance with its standard practices.

9. RESTRICTIONS AND RESPONSIBLITIES


9.1 Nothing in these Terms & Conditions grants Customer any right, title or interest in or to any registered or unregistered patent, copyright, trademark, trade secret or other intellectual property rights of the Company. Customer will not, directly or indirectly: copy, reverse  Engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or the Software, documentation or data related to the Services; modify, translate, or create derivative
works based on the Services or any Software (except to the extent expressly permitted by Company or authorized within the Services); sublicense, publish, transfer or use the Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third party; or remove any proprietary notices or labels. 

9.2 Further, Customer may not remove or export from the United States or allow the export or re-export of the Services, Software 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. As defined in FAR section 2.101, the Software and documentation are “commercial items” and according to DFAR section 252.
2277014(a)(1) and (5) are deemed to be “commercial computer software” and “commercial computer software  documentation.” Consistent with DFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by these Terms & Conditions and will be prohibited except to the extent expressly permitted herein.

9.3 Customer represents, covenants, and warrants that Customer will use the Services only in compliance with Company’s standard published policies then in effect (the “Policy”) and all applicable laws and regulations. Customer hereby agrees to indemnify and hold harmless Company against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys’ fees) in connection with any claim or action that arises from an alleged violation of the foregoing or otherwise from Customer’s use of Services. Although Company has no obligation to monitor Customer’s use of the Services, Company may do so and may prohibit any use of the Services it believes may be (or alleged to be) in violation of the foregoing. Customer has and will maintain sole control over the operation, maintenance and management of Customer’s systems, information provided by Customer and the results obtained from use of the Services and conclusions, decisions or actions based on such use.

9.4 Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, “Equipment”). Customer shall also be responsible for maintaining the security of the Equipment, Customer account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Customer account or the
Equipment with or without Customer’s knowledge or consent.

10. CONFIDENTIALITY

For purposes of this Section 10, Company and Customer may each be referred to as a
“Receiving Party” and a “Disclosing Party” as context requires.

10.1 The Receiving Party understands that the Disclosing Party has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Proprietary Information of Company includes non-public information regarding features, functionality and performance of the Products and/or Services. Proprietary Information of Customer includes non-public data provided by Customer to Company to enable the provision of the Services (“Customer Data”). The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any information that the Receiving Party can document (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently
developed without use of any Proprietary Information of the Disclosing Party or (e) is required to be disclosed by law.

10.2 Customer shall own all right, title and interest in and to the Customer Data, as well as any data that is based on or derived from the Customer Data and provided to Customer as part of the Services. Company shall own and retain all right, title and interest in and to (a) the Services and Software, all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with implementation of the Services or support for the Services, and (c) all intellectual property rights related to any of the foregoing.

10.3 Notwithstanding anything to the contrary, Company shall have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies (including, without limitation, information concerning Customer Data and data derived therefrom), and Company will be free (during and after the term hereof) to (i) use such information and data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other Company offerings, and (ii) disclose such data solely in aggregate or other de-identified form in connection with its business. No rights or licenses are granted except as expressly set forth herein. Notwithstanding the foregoing, any personal information, protected under the California Consumer Privacy Act ("CCPA") collected or otherwise accessible by Company shall be used solely for the benefit of Customer and shall not be sold or otherwise disclosed by Company to any third party, or used in violation of the CCPA.

11. ACCESS TO CUSTOMER DATA

This Section defines Customer’s rights and options for accessing and
exporting Customer Data stored within the Services

11.1 Standard Data Access. All Customers have access to their Customer Data through the following standard methods included in their subscription at no additional charge. (a) CSV Export. Customers may export Customer Data in CSV (Comma-Separated Values) format through the WOS Manager interface at any time. CSV exports are available for all data types and may be generated on demand without limitation. (b) API Access. Customers are provided with programmatic access to Customer Data through the Company’s Application Programming Interface (“API”). API documentation, including endpoints, authentication methods, and usage guidelines, is available in the WarehouseOS documentation. As of the date of these Terms &
Conditions, API access is provided without rate limiting; however, Company reserves the right to implement reasonable rate limits and usage tiers as described below. (c) WOS Insights. Customers who subscribe to the WOS Insights service receive access to pre-built reports,
dashboards, and analytics capabilities. WOS Insights is an optional add-on service provided at an additional fee as specified in the Proposal. Customers are not required to subscribe to WOS Insights to access their underlying Customer Data through CSV exports or API.

11.2 Future API Rate Limiting and Usage Tiers. Company reserves the right to implement rate limiting and usage tiers for API access to ensure system stability, security, and fair usage across all Customers. Any such rate limits or usage tiers will be introduced with at least sixty (60) days’ advance written notice to Customer (which may be sent by email). When implemented, rate limit will be based on factors including but not limited to: number of API requests per time period, data volume transferred, and subscription tier. Company will establish reasonable baseline rate limits that accommodate typical customer usage patterns. Customers requiring API access beyond standard rate limits may contact Company to discuss custom enterprise pricing or premium API access tiers.

11.3 Direct Database Access. Direct access to Company’s underlying database systems, including but not limited to read-only database connections, database replicas, or direct query access, is not included as part of the standard Services and is expressly excluded from the scope of the Proposal and these Terms & Conditions. Direct database access requires substantial additional infrastructure, security controls, maintenance, and support resources. Customers requiring direct database access may request a custom enterprise solution by
contacting Company’s sales team. Such access, if agreed upon by the Company in its sole discretion, will be (a) subject to a separate written agreement or addendum; (b) provided at additional fees reflecting the infrastructure, security and support costs associated with maintaining dedicated database access; (c) Subject to additional security requirements, access controls, and usage restrictions to protect system integrity and the security of other customers’ data; and (d) available only after Company has completed the necessary technical
implementation, which may include but is not limited to: provisioning read-only replicas, implementing row-level security, establishing VPN or secure connection requirements, and conducting security assessments.  Company makes no commitment regarding the availability or timeline for direct database access solutions and reserves the right to decline such requests based on technical feasibility, security considerations, or resource
availability.

11.4 Data Portability Upon Termination. Upon termination or expiration of the Agreement for any reason, Company will make all Customer Data available to Customer for electronic retrieval in CVS format for a period of thirty (30) days following the effective termination date. Customer is solely responsible for exporting and retrieving all Customer Data within this thirty (30) day period. After the thirty (30) day retrieval period expires, Company may, but is not obligated to, delete all Customer Data from its systems. Company will have no liability
for any Customer Data that is deleted after the retrieval period expires, and Customer acknowledges that data recovery after deletion may not be possible. Customer may request an extension of the retrieval period or assistance with data export for an additional fee, subject to Company’s agreement and availability.

11.5 Data Format and Compatibility. Customer Data exported via CSV will be provided in standard format with common delimiters and encoding (UTF-8). Customer acknowledges that: (a) CSV exports represent a simplified, tabular view of data and may not include all metadata, relationships, or system-specific formatting
present in the live Services; (b) certain complex data types (such as nested objects, binary data, or system-generated metadata) may be simplified or omitted in CSV exports; (c) API access provides the most complete and accurate representation of Customer Data and is the recommended method for automated data synchronization or complex data retrieval operations; and (d) Company makes no warranty that exported data will be directly compatible with third-party systems without modification or transformation by Customer.

11.6 Customer Responsibilities. Customer acknowledges and agrees that: (a) Customer is solely responsible for determining its data access, export, and backup requirements and for implementing appropriate procedures to meet those requirements; (b) Company’s provision of data access methods does not relieve Customer of its obligations to maintain its own backups and disaster recovery procedures; (c) Customer will use data access methods (including CSV exports and API access) in a reasonable manner that does not adversely impact system performance or availability for other customers; (d) Customer will not attempt to access Company’s systems, databases, or infrastructure through any means other than the documented and authorized access methods described in this Section 11; and (e) any attempts to circumvent access controls, reverse-engineer system architecture, or gain unauthorized access to Company’s underlying systems constitute a material breach of the Agreement and may result in immediate termination of Services and legal action.

11.7 No Obligation to Provide Custom Reporting or Data Services. Company has no obligation under the  Agreement to: (a) create custom reports, dashboards, or data visualizations beyond those included in the subscribed-for Services; (b) provide data transformation, cleanup, or preparation services; (c) integrate with Customer’s internal systems, data warehouses, or business intelligence tools beyond the standard API; (d) provide consulting, advisory or support services related to Customer’s use of exported data in third-party systems; or (e) maintain or support any specific data schema, API structure, or export format indefinitely,
though Company will provide reasonable advance notice of any material changes to data access methods as described in this Section 11. Customers requiring such services may contact Company to discuss professional services engagements, which would be provided under a separate agreement and at additional cost.

12. INSURANCE

Industry standard and customary general liability, automotive liability, and workman’s
compensation insurance limits apply. Special endorsements including indemnifications, waiver of subrogation, completed operations and primary wording resulting in additional premium may be available at the added expense of the Customer.

13. CANCELLATIONS & RETURNS

Order cancellations and Product returns are subject to Company’s Product Returns and Order Cancellations Policy available at warehouseos.net/policies/refund-policy. To the extent Customer cancels any Services contemplated in the Proposal, Customer shall be liable for all Services provided by Company prior to the date of cancellation, provided, however, that if the Proposal contemplates Services for a specific or minimum term, Customer shall be liable for all Services fees payable to Company for the entirety of the contracted specific/minimum term.

14. LIMITED WARRANTY 

14.1 Product Limited Warranty. Company represents and warrants to and for the sole benefit of the original purchaser of Products resold or of Company’s (or its affiliates’) design and manufacture, that the Products shall be free from defects in material and workmanship, subject to the following express provisions. Products for resale are covered by the individual manufacturer's warranty policy, copies of, which are available upon request. Company will expeditiously pursue the remedies authorized by the individual manufacturer and handle all
procedures associated with a warranty claim. All Products designed and fabricated by Company (or its affiliates) are warranted for a period of one (1) year, commencing on the earlier of the date of Company’s approved installation, or the sixtieth (60th) day after the date of shipment. This limited warranty covers the repair or replacement of the defective Product units or components at Company’s sole election and expense. All spare or replacement parts are warranted to cover the cost of replacement parts and freight only to ninety (90) days from the date of shipment. Company represents and warrants that all Services will be provided to
Customer in compliance with applicable laws and regulations, and in conformance to the plans, details or specifications set forth in the applicable Proposal.

14.2 Services Limited Warranty. Company represents and warrants that the Services will be provided in a professional and competent manner in compliance with applicable laws and consistent with industry standards. Customer acknowledges that (a) Services involve the exercise of professional judgement, skill and opinion which are inherently subjective and may vary among qualified professionals, (b) Company does not guaranty any specific outcome, result or level of success from the Services provided, (c) to the extent any recommendations or advice are based upon information provided by Customer and/or other sources, Company
assumes no responsibility for the accuracy or completeness of such information, and (d) professional standards, regulations and best practices may change over time, and Services are provided based on current knowledge and standards as of the service date.

14.3 Software Limited Warranty. Company represents and warrants that the Software will perform in accordance with the Software documentation and manuals provided by Company. Company shall use reasonable efforts consistent with prevailing industry standards to maintain the Software in a manner which minimizes errors and interruptions. The Software may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Company or by third-party providers, or because of other causes beyond Company’s reasonable control, but Company shall use reasonable efforts to provide advance notice in writing or by email of any scheduled service disruption. However, Company does not warrant that the Software will be uninterrupted or error-free, nor does Company make any warranty as to the results that may be obtained from use of the Software.

14.4 General Warranty Disclaimer. COMPANY MAKES NO OTHER REPRESENTATIONS OR WARANTIES TO CUSTOMER OR ANY OTHER PARTY WITH RESPECT TO ANY PRODUCTS OR SERVICES PROVIDED TO CUSTOMER, AND COMPANY HEREBY EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, COMPLETENESS, AND NON-INFRINGEMENT. THE COMPANY FURTHER DISCLAIMS ANY WARRANTIES ARISING FROM COURSE OF DEALING, USAGE AND TRADE PRACTICE, AND THE COMPANY MAKES NO WARRANTIES THAT THE SOFTWARE WILL BE COMPATIBLE WITH CUSTOMER’S OWN SOFTWARE, SYSTEMS OR OTHER SERVICES. This limited Warranty shall be void and of no effect (i) if a Product is altered or modified from its original condition as installed or as delivered at or from
the factory; (ii) to the extent that the Product defect is the direct result of (a) improper installation by Customer  or other non authorized 3rd party, (b) operation beyond capacity or other than in accordance with the manufacturer's instructions, (c) abuse, careless or negligent use, or (d) failure to maintain the Product as recommended by the manufactures; or (iii) if the original Customer does not notify Company’s Warranty Department of the defect within ninety (90) days after the Product defect is discovered.

15. STANDARD VARIATIONS

All material, unless otherwise agreed, shall be within the limits of sizes and
weights published by Company and subject to Company's standard variations.

16. SHORTAGE, RECLAIMATIONS, ETC.

Customer shall inspect the Product promptly upon receipt for non-conformity (including but not limited to non-conformity for quantity, quality and/or defects). The quantity of materials shown by invoice shall in all cases govern settlement, unless notice of any shortage is given by
Customer to the applicable shipping company and Company within ten (10) days after receipt of the materials. Claims for other errors, deficiencies or imperfections in materials will not be entertained by Company unless made within thirty (30) days after receipt of materials. Materials must not be returned except by written permission of the Company.

17. TOOLS

Such tools as may be required by Company for the completion of the Services are and shall
remain the property of Company even though a charge may be included in the proposal.

18. INFRINGEMENTS

Company reserves the right to discontinue deliveries of any Products, the manufacture,
sale or use of which would, in Company’s opinion, infringe upon any U.S. patent, trademark or design now or hereinafter issued, registered or existing and under which Company is not licensed. Company assumes no responsibility for, and Customer shall defend and indemnify Company against patent infringement claims on any item built to Customer's specifications, either verbal or written.

19. INDEMNITY

Company shall assume the defense of any claims asserted by third parties against Customer
that the Products, the Services or the Software infringe upon any United States patent or any copyright or misappropriate any trade secret, provided Company is promptly notified of all such claims and proceedings and given reasonable assistance and the opportunity to assume sole control over the defense and settlement. Company will not be responsible for any settlement it does not approve in writing. The foregoing obligations do not apply with respect to portions or components of the Product, the Services or the Software (i) not supplied
by Company, (ii) made in whole or in part in accordance with Customer specifications, (iii) that are modified after deliver by the Company, (iv) combined with other products, processes, software or materials where the alleged infringement relates to such combination, (v) where Customer continues allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement, or (v) where Customer’s use of the Products, Services or Software is not strictly in accordance with the Agreement. If, due to a claim of infringement, the Products, Services or Software are held by a court of competent jurisdiction to be or are believed by Company to be infringing, Company may, at its option and expense, and as Customer’s sole and exclusive remedy for any such infringement: (a) replace or modify the Product, the Service or the Software to be non-infringing provided that such modification or replacement contains substantially similar features and functionality, (b) obtain for Customer a license to continue to use the
Product, Service or Software, or (c) if neither of the foregoing is commercially practicable, terminate the Agreement and Customer’s rights hereunder and provide Customer a refund of any prepaid, unused fees. 

20. FEES AND PAYMENTS TERMS

20.1 Fees. Customer will pay Company the purchase price, expenses, and related fees (“Fees”) described in the Proposal for the Products and the Services. If Customer’s use of the Services exceeds the usage limits or parameters outlined in the Proposal or incurs additional fees per the terms of these Terms & Conditions, Customer shall be billed for such usage and Customer agrees to pay the additional fees in the manner provided herein. 

20.2 Price Changes and Service Tier Modifications. (a) General Price Adjustments. Company may increase the Fees for any renewal terms by providing at least thirty (30) days’ advance written notice to Customer prior to the end of the then-current term (which may be sent by email). Price increases during a renewal term will not exceed fifteen percent (15%) annually unless otherwise specified in subsection (b) below.  (b) Service Tier Structure Changes. Company reserves the right to introduce, modify, or restructure its service tiers, pricing models, and feature packaging (collectively, “Service Tier Changes”) at any time. Service Tier Changes may include, but are not limited to: (i) introduction of tiered pricing based on usage, features, or customer size; (ii) movement of features between tiers; (iii) changes to usage limits, API rate limits, or storage allocations; (iv) introduction of new add-on services or premium features; or (v) consolidation or elimination of existing service tiers. (c) Application to Existing Customers. When Company implements Service Tier Changes, the following provisions apply: (i) During Initial Service Term or Committed Contract: (1) existing customers on fixed-term contracts will continue to receive their contracted services and pricing through the end of their current committed term; (2) however, Company may notify customers of upcoming Service Tier Changes and the tier that most closely matches their current usage and features; and (3) upon renewal, customers will be subject to the then-current service tiers and pricing.
(ii) Month-to-Month or After Initial Term: (1) company will provide at least sixty (60) days’ advance written notice of Service Tier Changes; (2) Company will map each customer to the appropriate tier based on their current usage and feature requirements; (3) customers may choose to: (a) accept the new tier and associated pricing, (b) downgrade to a lower tier with reduced features, or (c) terminate their subscription in accordance with these Terms & Conditions; and (4) if Customers do not respond within the notice period, they will be
automatically assigned to the tier that most closely matches their current usage, with pricing as specified in the notice. (d) Grandfather Provisions. In the event of Service Tier Changes, Company may in its sole discretion, offer certain existing customers the option to remain on legacy pricing for a limited period. Any such grandfather provisions will be: (i) offered in writing and subject to specific terms and duration; (ii) not a contractual right or guarantee for any customer; and (iii) subject to cancellation or modification by the Company with sixty (60)
days’ notice. (e) Fee Disputes. If Customer believes the Company has incorrectly billed Customer or inappropriately assigned Customer to a service tier, Customer must contact Company no later than sixty (60) days after the closing date on the first billing statement in which the error or disputed charge appeared, in order to receive an adjustment or credit. Failure to raise disputes within this timeframe constitutes acceptance of the charges.
Inquiries should be directed to Company’s support department.1. ACCEPTANCE OF ORDER. A Proposal is deemed by Company to be an offer to purchase products from Company (“Products”) and/or services from Company (“Services”), which Company may accept or reject in its sole discretion. The Services specifically include, without limitation, Company’s “WarehouseOS” or “WOS” software (the “Software”). Company’s acceptance of an offer to purchase is binding on Company only if made by written instrument or, if not by written instrument, by shipment of the Products ordered or provision of Services ordered. Company’s
acceptance is subject to these Terms & Conditions. All orders are received subject to Federal Regulations,  State and/or local taxes, and approval and acceptance by Company at Company's corporate office. 

20.3 Usage-Based Billing. If Company introduced usage-based billing or charges based on consumption metrics (such as but not limited to: number of transactions, API calls, storage volume, number of users, or order volume), the following terms apply: (a) Company will provide customers with reasonable tools to monitor their usage; (b) Company will provide notice of usage limits and overage charges before they are implemented; (c) customers exceeding their tier’s usage limits will be notified and given the option to upgrade to a higher tier or face overage charges as specified in their service tier documentation; and (d) overage charges will be billed monthly in arrears.

20.4 Right to Suspend for Non-Payment. If Customer fails to pay any Fees when due and such failure continues for fifteen (15) days after written notice of non-payment, Company may, in addition to its other rights and remedies: (a) suspend Customer’s access to the Services until payment is receive; and/or (b) assess default interest at the rate of one and one-half percent (1.5%) per month (or the maximum permitted by law, whichever is lower on all outstanding balances, plus all reasonable expenses of collection including attorney’s fees. Access will be restored within two (2) business days after Company receives full payment of all outstanding amounts.

20.5 Taxes. Customer shall be responsible for all sales, use, GST, value-added, withholding, and other taxes or duties associated with the Services, excluding only taxes based on the Company’s net income. If Company is required to pay any such taxes, Customer will reimburse Company for such amounts.

20.6 Price Protection and Communication. (a) Pricing Transparency. Company will maintain publicly available documentation describing its service tiers, features included in each tier, and associated pricing. Customers may access this information at warehouseos. com/pricing or by contacting Company’s sales team. (b) Advance Notice of Major Changes. For any Service Tier Changes that would increase a customer’s monthly fees by more than twenty-five percent (25%), Company will provide at least ninety (90) days’ advance written notice, and will (i) clearly explain the changes and rational, (ii) provide a comparison of current vs. new pricing, (iii) offer options for customers to adjust their service level; and (iv) schedule a consultation call for customers upon request. (c) Commitment to Fairness. Company commits to implementing Service Tier Changes in a manner that: (i) reflects fair market value for services provided, (ii) considers the impact on existing customer relationships, (iii) provides reasonable transition periods for customers to adjust; and (iv) offers migration paths that minimize disruption to customer operations.

21. PAYMENT

Unless otherwise agreed in writing, all payments shall be made at Company’s corporate office
no later than fifteen (15) days following date of invoice. Any balance paid within ten (10) days of the date when due shall accrue interest at the rate of 1.5% per month. A surcharge of up to 3% will be assessed on all credit card payments over the amount of $10,000.00. Customer shall have no right of set-off or withholding, and no deduction of any amounts due from Customer to Company shall be made without Company’s prior, express written approval.

22. TERM AND TERMINATION

Subject to earlier termination as provided in these Terms and Conditions, the Agreement is for the initial service term as specified in the Proposal (the “Initial Service Term”), and shall be
automatically renewed for additional periods of the same duration as the Initial Service Term (collectively, the “Term”), unless either party requests to terminate at least thirty (30) days prior to the end of the then-current Term. In addition to any other remedies it may have, either party may also terminate the Agreement for “cause” upon thirty (30) days’ notice (or without notice by Company in the case of non-payment by Customer), if the other party materially breaches any of the terms or conditions of the Agreement, and fails to cure such material
breach/default during such thirty (30) day notice period. Upon any termination, Company will make all Customer Data available to Customer for electronic retrieval for a period of thirty (30) days, but thereafter Company may, but is not obligated to deleted stored Customer Data. All sections of the Agreement that by their terms survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers and limitations of liability.

23. LIMITATION OF LIABILITY 

IN NO EVENT SHALL COMPANY BE RESPONSIBLE FOR OR LIABLE TO CUSTOMER OR ANY THIRD PARTY, FOR SPECIAL, INDIRECT, COLLATERAL, PUNITIVE, INCIDENTAL,  OR CONSEQUENTIAL DAMANGES, REGARDLESS OF WHETHER SUCH LIABILITY IS BASED ON BREACH OF CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, AND EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH DAMAGES COULD HAVE BEEN REASONABLY FORESEEN. SUCH EXCLUDED DAMAGES INCLUDE, BUT ARE NOT LIMITED TO, LOSS OF GOODWILL, LOSS OF REVENUE OR PROFITS, LOSS OF USE, LOSS OF TIME, LOSS OF BUSINESS
OPPORTUNITIES, INTERRUPATION OF BUSINESS, OR OTHER SIMILAR INDIRECT FINANCIAL LOSS.  MOREOVER, COMPANY’S TOTAL POTENTIAL LIABILITY TO CUSTOMER FOR ANY CLAIMS RELATING TO OR ARISING OUT OF ANY PRODUCTS OR SERVICES PROVIDED BY COMPANY TO CUSTOMER SHALL BE LIMITED TO PROVEN DIRECT DAMAGES NOT TO EXCEED THE TOTAL AMOUNT OF MONEY ACTUALLY PAID BY CUSTOMER TO COMPANY FOR THE PRODUCTS AND/OR SERVICES GIVING RISE TO CUSTOMER’S CLAIM.

24 IMMEDIATELY DUE

In the event Customer defaults on any installment payment due to Company, becomes insolvent or bankrupt, sustains a fire loss, removes or encumbers a substantial portion of its stock in trade, fixtures and/or store equipment, Company may at its option declare any unpaid balance immediately due and payable regardless of credit extended.

25. PERMITS

Customer shall be responsible for all permits, licenses, fees, etc., required by any governmental
authority for the installation, operation or use of any materials, equipment, Products, Services and/or Software quoted herein.

26. TRANSFER OF PROPERTY AND RISK OF LOSS

Company retains the right and title to the Products sold to Customer until Company is paid in full for the Products. Customer shall obtain the right and title to the Products upon payment to Company of the purchase price and any taxes, excise or other charges. The risk of loss, including but not limited to the risk of loss, theft, damage or destruction of the Products transfers to Customer F.O.B. Company’s factory.

27. DEFAULT

In the event of a payment default, Company may exercise all or any of the following rights and
privileges without the notice or demand of any kind, in condition with any thereof, and the same are cumulative and not in the alternative: (i) declare the entire amount due and payable and seek to recover the amount payable through collections or legal processes; (ii) take possession of the property and all additions thereto and hold the property or sell the same at public or private sale, at which Company may credit bid on the property without the property present. If possession shall be taken, all rights of Customer shall terminate and all payments thereto made shall belong to Company, and Company may hold Customer liable for all costs and expenses in connection with the taking, holding, and selling, and if the proceeds of such sale, together with the payments theretofore made, are not sufficient to equal the total of all amounts to become payable, Company may recover the balance, including amounts coming due after termination, but any excess will be emitted. Purchase shall pay Company all costs of collection and reasonable attorneys’ fees incurred in the enforcement of Customer’s payment obligations, or otherwise arising out of Customer’s default under any obligation contemplated hereunder.

28. DISPUTE RESOLUTION

Any dispute, controversy or claim arising out of or related in any way to these
Terms & Conditions and/or any Products or Services provided by Company to Customer which cannot be amicably resolved by the parties shall be solely and finally settled by arbitration administered by the American Arbitration Association in accordance with its commercial arbitration rules. The arbitration shall take place in Salt Lake County, Utah. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The arbitrator shall be bound to adjudicate all disputes in accordance with the laws of the State of Utah. The decision of the arbitrator shall be in writing with written findings of fact and shall be final and binding on the parties. The arbitrator shall be empowered to award money damages, but shall not be empowered to award incidental damages, consequential damages, indirect damages, statutory damages, special damages, exemplary damages, punitive damages, or specific performance.

29. MISCELLANEOUS

These Terms & Conditions, together with the applicable Purchase Order signed by
Company and Customer are the sole and exclusive statement of the parties’ understanding and agreement with respect to the Company’s provision of Goods and/or Services to Company, notwithstanding any other terms that might be contained in any other purchase order, statement of work, order form, or other document received from Customer or submitted to Company. The Agreement is not assignable, transferable or sublicensable by Customer except with Company’s prior written consent. Company may transfer and assign any of its rights and obligations under this Agreement without consent. No agency, partnership, joint venture, or
employment is created as a result of the Agreement.

30. UPDATES

These Terms & Conditions may be modified and updated from time to time in the sole discretion of Company. Modified versions of these Terms & Conditions will be considered effective as of the date and time posted to Company’s website. Customer’s continued use of the Products or Services after such modifications are posted will signify Customer’s continued acceptance of, and agreement to be bound by these Terms & Conditions, as so modified.