1. Introduction & Acceptance

1.1 Parties and Contract Formation

These Terms are entered into by Kentro Inc., a Delaware corporation with its principal place of business in the United States, and the entity or, where no entity is identified, the individual that accepts these Terms or that uses the Services. If you are accepting these Terms on behalf of a company, organization, or other legal entity, you represent and warrant that (a) you have full legal authority to bind that entity to these Terms, (b) you have read and understood these Terms, and (c) you agree, on behalf of the entity, to be bound by these Terms. If you do not have that authority, or if you do not agree to these Terms, you must not accept these Terms and must not access or use the Services.

1.2 Click-Through Acceptance and Continued Use

You accept these Terms by (a) clicking a button or checking a box indicating acceptance at account signup or first login, (b) executing an order form or subscription order that references these Terms, or (c) accessing or using the Services. Your continued use of the Services after any updated version of these Terms takes effect constitutes acceptance of the updated Terms, subject to Section 16 (Modifications to These Terms).

1.3 Authority to Bind the Tenant

Acceptance of these Terms by an owner, admin, or other authorized administrator of a Tenant binds the Tenant and all users associated with the Tenant. Each individual user who accesses the Services on behalf of the Tenant is also required to accept these Terms at first login, but such individual acceptance does not diminish or alter the Tenant's obligations under these Terms.

1.4 Record of Acceptance

As evidence of acceptance, Kentro records signup and acceptance metadata, including the accepting individual's identifier, timestamp, IP address, and user agent. This metadata is retained for the purposes described in Section 8 (Tenant Data & Privacy) and Kentro's Privacy Policy.

2. Definitions

For purposes of these Terms, the following capitalized terms have the meanings set out below. Other capitalized terms are defined in-line where they appear.

• "Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with a party, where "control" means ownership of more than 50% of the voting interests.
• "AI Services" means Kentro Copilot and any other artificial intelligence, machine learning, generative, or automated-reasoning features Kentro makes available as part of the Services.
• "Commercial Addendum" means a written 3PL Commercial Addendum or comparable order form executed between Kentro and a Tenant that sets Tenant-specific pricing, facility, service level, and other commercial terms for the Kentro 3PL Services.
• "Copilot" or "Kentro Copilot" means the embedded AI assistant made available across the Services, reachable via web chat, voice, telephone, SMS, and email channels, capable of answering questions and, when directed or authorized, taking actions within the Tenant's account.
• "Confidential Information" has the meaning set out in Section 10.
• "Documentation" means the user guides, technical documentation, help center articles, and policies Kentro makes available for the Services.
• "Fees" means all subscription fees, usage fees, third-party pass-through charges, postage and shipping charges, Kentro 3PL charges, taxes, and other amounts payable by the Tenant for the Services.
• "Fulfillment Provider" or "Provider" means a contracted third-party warehousing and fulfillment provider that performs physical receipt, storage, handling, pick and pack, shipping, and/or returns processing for goods on behalf of Tenants who use the Kentro 3PL Services.
• "Kentro 3PL Services" means the optional, embedded logistics services described in Section 5, through which Kentro provides software, billing, and customer account management while contracted Providers perform physical fulfillment.
• "Order Form" means any subscription order, quote, statement of work, Commercial Addendum, or other ordering document referencing these Terms and executed or accepted by Kentro and the Tenant.
• "Services" means the Kentro multi-tenant commerce operations platform, including the order management, inventory management, warehouse management, fulfillment orchestration, integration, reporting, and related modules Kentro makes available, together with the AI Services, the Kentro 3PL Services (where activated), and the Documentation.
• "Tenant" means the customer account for which the Services are provisioned, together with all of its Users.
• "Tenant Data" means data, files, records, and content that the Tenant or its Users submit to, generate within, or store on the Services, including orders, inventory records, product data, customer records, communications, and content produced by AI Services on behalf of the Tenant.
• "User" means an individual who is authorized by the Tenant to access and use the Services under the Tenant's account, including employees, contractors, and agents of the Tenant.

3. Accounts, Users & Responsibility

3.1 Tenant Account

To use the Services, the Tenant must register an account, provide accurate and current registration information, and maintain that information. The Tenant is responsible for keeping account information, billing details, contact addresses, and administrator designations up to date at all times. Kentro may refuse registration or suspend accounts that contain inaccurate, incomplete, or fraudulent information.

3.2 Users and Authority

The Tenant may authorize Users to access the Services under its account. By adding, inviting, or otherwise provisioning a User, the Tenant represents and warrants that it has authority to bind that User to these Terms and to any Tenant policies imposed on the User's use of the Services. Each User is required to accept these Terms at first login. Individual User acceptance is a condition of access, not a substitute for the Tenant's obligations under these Terms.

3.3 Tenant Responsibility for Users

The Tenant is responsible for all activity that occurs under its account and under the credentials of its Users, whether or not authorized by the Tenant. The Tenant is liable for the acts and omissions of its Users to the same extent as if such acts or omissions had been committed by the Tenant itself. Without limiting the foregoing, the Tenant is responsible for (a) ensuring that Users comply with these Terms, the Acceptable Use provisions in Section 9, applicable law, and any Tenant-issued policies; (b) supervising User actions taken through the Services, including actions directed to or authorized through the AI Services; and (c) any consequences of a User's actions or omissions.

3.4 Credential Security

The Tenant and its Users must keep account credentials, API keys, tokens, session identifiers, and other authentication materials confidential and secure. The Tenant must promptly notify Kentro of any suspected or actual unauthorized access, credential compromise, or security incident affecting the Tenant's account. The Tenant is liable for all activity under its account until Kentro receives notice sufficient to allow it to take reasonable steps to secure the account.

3.5 Administrator Acceptance Binds the Tenant

Acceptance of these Terms, any Commercial Addendum, or any updated version of these Terms by an owner or administrator of the Tenant account binds the Tenant and all of its Users. Acceptance by a User with a non-administrator role binds that User with respect to their individual use of the Services but does not, by itself, alter the terms in effect between Kentro and the Tenant.

3.6 Age and Capacity

The Services are intended for use by businesses and by adults acting on behalf of businesses. By accepting these Terms, each accepting individual represents that they are at least 18 years old and have the legal capacity to enter into a binding contract.

4. The Services

4.1 Description of the Platform

Kentro provides a multi-tenant, cloud-based commerce operations platform that supports order management, inventory management, warehouse management, fulfillment orchestration, purchasing, returns, reporting, and related workflows. The Services are delivered on a subscription basis and may include modules that are enabled by default, modules that require activation, and modules that are metered or priced by usage. Available features, module inclusions, and usage entitlements are set out in the Documentation and in each Tenant's Order Form.

4.2 Integrations

The Services include integrations with third-party sales channels, marketplaces, shipping carriers, payment processors, accounting and finance systems, communication providers, and other third-party services (each, a "Third-Party Service"). Third-Party Services are provided by, and are the responsibility of, the applicable third-party providers under their own terms and privacy policies. Kentro is not responsible for the availability, accuracy, or continuity of any Third-Party Service, and Kentro's obligations under these Terms do not extend to Third-Party Services. When the Tenant enables a Third-Party Service, the Tenant authorizes Kentro to exchange Tenant Data with that Third-Party Service as reasonably necessary to provide the integration.

4.3 Modifications to Features

Kentro may, from time to time and at its discretion, add, remove, modify, replace, or discontinue features, integrations, or modules that make up the Services, in whole or in part. Where a modification is likely to materially reduce a core function that the Tenant is actively using, Kentro will use commercially reasonable efforts to provide advance notice through the Services or by other reasonable means. Nothing in this Section 4.3 limits Kentro's right to make changes required for security, legal compliance, third-party interoperability, or the correction of defects.

4.4 Beta and Preview Features

Kentro may make beta, preview, experimental, or early-access features available. Such features are provided on an "as is" and "as available" basis, may be modified or discontinued at any time without notice, and may be subject to additional terms presented at the time of enablement. Beta and preview features are excluded from any service level, uptime, or performance commitments.

4.5 Support

Kentro will provide support for the Services in accordance with its standard support policies and any support commitments set out in the Tenant's Order Form. Support requests may be submitted through the channels described in the Documentation.

5. Kentro 3PL Services

This Section 5 applies if and when the Tenant activates, uses, or is billed for Kentro 3PL Services. If the Tenant does not use Kentro 3PL Services, this Section 5 does not apply.

5.1 Intermediary Model

Kentro 3PL Services are provided under an intermediary model. Kentro supplies the technology platform used to manage inbound receiving, storage, order routing, pick and pack instructions, shipping, and returns; the customer relationship and account management for the Tenant; and consolidated billing for services rendered. Physical warehousing and fulfillment operations, including receipt, storage, handling, pick and pack, labeling, shipping, and returns processing, are performed by contracted third-party fulfillment providers (each, a "Provider"). Kentro does not itself take custody of, physically handle, or exercise operational control over the Tenant's goods. Kentro coordinates the engagement of Providers on the Tenant's behalf, but the Provider that performs a given operation is the operational counterparty for that operation.

Kentro may, at its discretion and in the ordinary course of managing its Provider network, add, replace, or discontinue Providers, redirect Tenant volume among Providers, or change the facility from which a Tenant's inventory is fulfilled. Kentro will use commercially reasonable efforts to minimize disruption to active fulfillment operations when doing so.

5.2 Provider Responsibility and Claims

Responsibility for physical operations rests with the Provider that performed the operation. This includes inventory loss or damage while in the possession of a Provider, mispicks and other fulfillment errors, shipping delays attributable to the Provider, and failures to follow Kentro-transmitted fulfillment instructions.

Claims arising out of Provider operations must be submitted by the Tenant to Kentro, which will proxy the claim to the responsible Provider for investigation and resolution. To be considered, a claim must be submitted (a) within 30 calendar days after the Tenant discovers or reasonably should have discovered the event giving rise to the claim, and (b) in any event no later than 90 calendar days after the event occurred. Claims submitted after these deadlines are waived.

Remedies available for approved claims are limited to those provided by the responsible Provider under its liability terms as passed through by Kentro. Except where the Tenant has purchased declared-value coverage or comparable supplemental protection in accordance with the Commercial Addendum, per-unit liability for lost or damaged inventory is capped at the lesser of (i) the Tenant's landed cost for the unit and (ii) one hundred United States dollars (US$100) per unit. Consequential, incidental, indirect, special, punitive, or exemplary damages, and lost profits, revenue, goodwill, or business opportunity, are excluded from claim recoveries under this Section 5.2. Kentro's role is that of an intermediary; Kentro is not the insurer of the Tenant's goods.

5.3 Warehouseman's Lien and Payment Security

To secure payment of storage, fulfillment, shipping, postage, handling, and related charges (collectively, "Secured Obligations"), the Tenant grants Kentro a contractual lien on, and acknowledges the assertion of a statutory warehouse lien in the manner of, and to the extent permitted by, Uniform Commercial Code Section 7-209 (or the analogous provision under applicable law) on all goods, inventory, packaging, and related property of the Tenant that is at any time in the possession or control of Kentro or a Provider (the "Goods"). This lien is a continuing lien that attaches to all Goods from the moment of receipt and continues in effect with respect to any Goods held or received thereafter until the Secured Obligations are paid in full.

Without waiving any other remedy, Kentro may, when the Tenant's account is past due, (a) withhold release of Goods from any facility, (b) suspend outbound shipments, (c) refuse to accept additional inbound Goods, and (d) refuse to release Goods for transfer to another provider until the Secured Obligations are current. Kentro will provide the Tenant with written notice of the assertion of the lien and of Kentro's intent to exercise remedies. The Tenant will then have 30 calendar days from the date of that notice to cure the delinquency by paying the Secured Obligations in full or by entering into a written cure arrangement acceptable to Kentro.

If any part of the Secured Obligations remains unpaid for more than 60 calendar days after Kentro's written notice, Kentro may, subject to and in accordance with applicable law (including UCC Section 7-210 or its analog), sell or otherwise dispose of the Goods by public or private sale in a commercially reasonable manner and apply the net proceeds to the Secured Obligations in the following order: (i) reasonable costs of enforcement and sale, including legal fees; (ii) accrued Fees, storage, and related charges; and (iii) any other amounts owed by the Tenant to Kentro. Any surplus will be delivered to the Tenant, and the Tenant remains liable for any deficiency. The Tenant waives claims against Kentro and any Provider arising out of the lawful assertion, retention, or enforcement of the lien in accordance with this Section 5.3, other than claims arising from Kentro's or the Provider's gross negligence or willful misconduct.

5.4 Commercial Addendum

The specific pricing, minimum commitments, facility assignments, service levels, storage rates, receiving and handling rates, pick and pack rates, kitting and value-added service rates, postage arrangements, and other commercial terms applicable to a Tenant's use of the Kentro 3PL Services are set out in a separately executed 3PL Commercial Addendum (the "Commercial Addendum"). Each Commercial Addendum incorporates this Section 5 by reference. In the event of a conflict between the Commercial Addendum and this Section 5, the Commercial Addendum controls solely with respect to pricing and commercial-specific terms; this Section 5 continues to control with respect to responsibility, claims, the lien, and other non-pricing legal terms.

5.5 Inbound and Outbound Compliance; Prohibited Goods; Insurance

The Tenant is responsible for compliance with all laws applicable to the manufacture, sale, transport, storage, and shipment of its goods, including product safety, labeling, hazardous materials, import and export, and consumer protection laws. The Tenant must accurately declare the contents, quantity, weight, dimensions, and value of inbound and outbound shipments and provide any required documentation, licenses, permits, and disclosures.

The Tenant must not tender to Kentro or any Provider any goods that are prohibited or restricted, including but not limited to: hazardous materials or dangerous goods (unless expressly authorized in writing by the applicable facility and shipped in accordance with all applicable requirements); illegal drugs or controlled substances; firearms, ammunition, explosives, or weapons; live animals; human remains; perishable goods requiring specialized handling not offered at the facility; items infringing third-party intellectual property or otherwise unlawful to sell or ship; and any goods restricted by the terms of the applicable Provider. Kentro and the Provider may refuse to accept, hold pending instructions, or lawfully dispose of any prohibited goods at the Tenant's cost.

Except to the extent of a Provider's liability as passed through under Section 5.2 and any declared-value coverage the Tenant has purchased, the Tenant is responsible for insuring its goods for their full value against loss, damage, theft, and other risks throughout their time in the possession of Kentro or a Provider and while in transit. The Tenant will provide certificates of insurance on request and will name Kentro and, where required by the Commercial Addendum, the Provider as additional insureds or loss payees where applicable.

5.6 Cutoffs, Cycle Counts, and Reconciliation

Fulfillment cutoffs, receiving windows, cycle count schedules, and reconciliation processes are governed by the Documentation and the Commercial Addendum. Discrepancies identified in a cycle count must be reported through Kentro's ticketing channels within the timeframes specified in the Commercial Addendum; unreported discrepancies are deemed accepted at the close of the applicable reconciliation window.

5.7 Item Legality and Regulatory Compliance

The Tenant is solely responsible for ensuring that every item it stores, sells, ships, imports, exports, or otherwise handles through the Services is lawful to store, possess, sell, ship, import, and export in every applicable jurisdiction, whether domestic or international. This responsibility includes compliance with all licensing, registration, permitting, labeling, marking, packaging, age-restriction, marketing, customs, tariff, sanctions, product-safety, environmental, and consumer-protection requirements applicable to the item, its ingredients or components, its packaging, and its intended use. The Tenant is responsible for confirming the legal status of each item in each jurisdiction into which it is shipped, stored, or sold, and for maintaining all records required by applicable law.

Kentro and its contracted Providers act solely as fulfillment intermediaries. They do not inspect, test, verify, classify, or review individual items for legal compliance and assume no obligation to do so. No acceptance of goods into any facility, printing of a shipping label, transmission of customs documentation, or execution of any other fulfillment step constitutes a representation by Kentro or any Provider that the item, its contents, its labeling, or its shipment is lawful in any jurisdiction. The Tenant may not rely on Kentro or any Provider to assess or confirm the legality of any item.

Where Kentro or a Provider reasonably believes that any item is or may be unlawful to store, possess, sell, ship, import, or export in an applicable jurisdiction, or that any item violates Section 5.5, applicable law, or the terms of the applicable facility, Kentro or the Provider may, without prior notice, refuse to accept, quarantine, hold, return to the Tenant, or lawfully dispose of the item, in each case at the Tenant's cost, and may report the matter to law enforcement or regulators where required or reasonably appropriate. Kentro and the Provider have no obligation to release, ship, or return items that they reasonably believe are unlawful. The Tenant's indemnification obligations under Section 15.1, including with respect to claims, penalties, seizures, forfeitures, fines, and losses arising from non-compliant items, apply in full to matters governed by this Section 5.7.

6. AI Services (Kentro Copilot)

Kentro Copilot is an embedded artificial intelligence assistant made available across the Services. Copilot is reachable through multiple channels, including web chat within the Kentro portals, voice conversations, inbound and outbound telephone calls, SMS, and email. Copilot can answer questions about the Services and the Tenant's account and, when directed or authorized by a User, can take actions within the Tenant's account. This Section 6 applies to all AI Services made available by Kentro, including Copilot.

6.1 Nature of the Service

AI Services generate outputs using probabilistic models. Outputs may be inaccurate, incomplete, inconsistent, out of date, or unsuitable for a particular purpose. AI outputs do not constitute professional advice of any kind, including legal, tax, accounting, financial, medical, or regulatory advice. Before relying on or acting upon any AI output, the Tenant is responsible for independently reviewing and verifying the output against authoritative sources of truth, including the underlying data available in the Services and any external systems of record. The Tenant must not use AI Services as the sole basis for any decision that could have a material operational, financial, legal, or reputational impact without human review.

6.2 Third-Party Model Providers

Kentro delivers AI Services in part through third-party AI model providers with which Kentro has entered into commercial agreements ("Model Providers"). Inputs (including prompts, context, tenant records, and metadata) and outputs may be transmitted to and processed by Model Providers as necessary to generate responses and to power AI-driven features. Kentro's commercial agreements with Model Providers prohibit the use of Tenant inputs or outputs to train models that are made publicly available. Kentro does not share Tenant Confidential Information with other Kentro customers.

6.3 Use of Data by Kentro

Kentro may use de-identified and aggregated usage data (including patterns of feature use, aggregate performance metrics, latency, error rates, and coarse usage statistics) to operate, monitor, secure, evaluate, and improve the Services, and to develop new industry, vertical, and domain features. De-identified and aggregated data is prepared so that it cannot reasonably be used to identify the Tenant, a User, or an individual, and is not associated with any Tenant's identity when used for these purposes. Kentro does not sell personal information. Kentro's handling of personal information is further described in the Kentro Privacy Policy and, where applicable, a Data Processing Addendum executed between Kentro and the Tenant.

6.4 Actions Taken by Copilot

Copilot can execute in-account actions, including creating, updating, cancelling, or approving records, sending communications, initiating fulfillment steps, and calling integrations, when a User directs or authorizes Copilot to do so. Every action taken by Copilot within a Tenant's account is attributed to the Tenant and, where applicable, to the User who directed or authorized the action. The Tenant is responsible for (a) supervising User use of Copilot, (b) configuring available permissions, roles, guardrails, and approval flows to limit the scope of actions Copilot can take on the Tenant's behalf, and (c) the consequences of actions Users direct, authorize, fail to properly configure, or fail to supervise.

Where Copilot is exposed on customer-facing channels (for example, storefront chat, voice, SMS, or email), the Tenant is responsible for (i) any content, offers, commitments, or representations made through those channels, (ii) providing any legally required notices or disclosures to the end user, including notice that automated systems are in use, and (iii) obtaining any required consents for the recording of calls, storage of transcripts, and use of AI processing.

6.5 Disclaimer and Allocation of Risk

To the maximum extent permitted by applicable law, Kentro is not liable for losses arising out of or relating to AI outputs, recommendations, decisions, or actions, including financial losses, lost profits, lost revenue, inventory shrinkage, mis-shipments, incorrect pricing, incorrect discounts, incorrect promises to end customers, unintended communications, contractual liabilities arising from AI-generated content, or reputational harm. This includes losses caused by misuse of AI Services by the Tenant or its Users, by failure to review, verify, or supervise AI outputs, or by failure to configure available permissions and guardrails.

Channel-specific notice: voice and telephone processing, SMS, and email transcription may introduce transcription, translation, or recognition errors. Copilot outputs delivered over these channels are subject to the same disclaimers as AI Services generally and, in addition, may reflect signal loss, ambient noise, accent variation, background speech, and provider-side processing artifacts. The Tenant is responsible for reviewing critical outputs on these channels and for putting appropriate confirmation flows in place for high-impact actions.

This Section 6.5 is subject to, and does not expand, the limits and exclusions set out in Section 14 (Limitation of Liability).

6.6 No High-Risk Use

The AI Services are not designed for, and must not be used in, applications where an AI output could reasonably lead to death, personal injury, or serious environmental or property damage, or for automated legal, medical, or safety-critical decision-making. The Tenant must not use the AI Services in a manner that violates the acceptable use policies of any Model Provider disclosed by Kentro, applicable law, or Section 9 (Acceptable Use).

7. Fees, Billing & Payment

7.1 Fees and Billing Model

The Tenant will pay all Fees when due. Fees may include recurring subscription fees for the Services, usage-based fees for metered features (including AI Services usage where applicable), Kentro 3PL charges (including storage, receiving, pick and pack, kitting, value-added services, and other charges set out in the Commercial Addendum), postage and shipping charges, third-party pass-through charges, and any other fees identified in the Tenant's Order Form or the Documentation. Unless otherwise stated in an Order Form, subscription Fees are billed in advance and usage and 3PL Fees are billed in arrears based on Kentro's records.

7.2 Postage Balance and Prepaid Balances

Where the Tenant maintains a prepaid postage or shipping balance with Kentro, that balance is drawn down as postage and shipping charges are incurred. Kentro may require the Tenant to maintain a minimum prepaid balance, may automatically top up the balance when it falls below a threshold configured by the Tenant, and may suspend outbound shipping when the balance is insufficient to cover pending charges. Prepaid postage and shipping balances are held solely for the purpose of paying for postage, shipping, and related services incurred through the Services. Such balances are not deposits, are not stored value, are not redeemable for cash, do not accrue interest, and are non-refundable.

Following cancellation or termination of the Tenant's account for any reason, any positive prepaid postage or shipping balance remains with Kentro and remains available for the Tenant's use to pay for postage, shipping, and related charges for a period of thirty (30) calendar days after the effective date of cancellation or termination. Any balance remaining after that thirty (30) day period is forfeited to Kentro to the maximum extent permitted by applicable law. Where and to the extent applicable law requires the refund, escheatment, or other disposition of unclaimed prepaid balances, Kentro will comply with such law, and the forfeiture stated in this Section 7.2 applies only to the extent permitted by such law.

7.3 Payment

The Tenant must provide and maintain a valid payment method acceptable to Kentro. By providing a payment method, the Tenant authorizes Kentro and Kentro's payment processors to charge that payment method for all Fees when due. Invoices, where issued, are payable net of any period stated on the invoice or, if not stated, within 15 days of the invoice date.

7.4 Late Amounts

Amounts not paid when due may bear interest at the lesser of (a) 1.5% per month and (b) the maximum rate permitted by applicable law, calculated from the original due date until paid in full. The Tenant will reimburse Kentro for reasonable collection costs, including legal fees.

7.5 Suspension for Non-Payment

Kentro may suspend the Services, in whole or in part, if any Fees are past due and remain unpaid for more than 10 days after Kentro has provided notice of non-payment. Suspension does not relieve the Tenant of its obligation to pay accrued Fees. Where the suspension relates to Kentro 3PL Services, Kentro's rights under Section 5.3 (Warehouseman's Lien) apply.

7.6 Taxes

Fees are exclusive of taxes, duties, and similar governmental assessments, including sales, use, value-added, goods and services, excise, and withholding taxes, imposed by any jurisdiction (collectively, "Taxes"), other than taxes imposed on Kentro's net income. The Tenant is responsible for paying all Taxes associated with its use of the Services. Where Kentro is required by law to collect or pay Taxes for which the Tenant is responsible, Kentro will invoice the Tenant and the Tenant will pay that amount unless the Tenant provides Kentro with a valid tax-exemption certificate authorized by the appropriate taxing authority.

7.7 Fee Changes

Kentro may change Fees for subscription plans and for optional or usage-based features from time to time. Changes to subscription Fees will take effect at the start of the next renewal term following at least 30 days' notice. Changes to usage-based Fees and to third-party pass-through charges may take effect on shorter notice reasonably necessary to reflect changes made by Third-Party Service providers, carriers, or Providers.

7.8 Disputes

The Tenant must notify Kentro in writing of any invoice dispute within 30 days after the invoice date, together with a reasonable explanation of the basis for the dispute. Undisputed amounts must be paid when due. Amounts not disputed within this period are deemed accepted.

7.9 No Refunds; Subscription Cancellation

Except as expressly set out in these Terms or a Tenant's Order Form, Fees are non-refundable and are payable regardless of usage. All subscription Fees for the Services, including for any monthly, annual, or other recurring term, are non-refundable in full, including for any partial billing period, unused portion of a term, unused features, or reduced usage. No credit or refund will be issued for downgrades, seat reductions, feature deactivations, or periods of inactivity within a paid term.

Upon cancellation of a subscription by the Tenant, recurring billing for that subscription will stop at the end of the then-current paid term, and the Tenant's account and the affected Services will remain active until the end of that paid term. Cancellation does not entitle the Tenant to any pro-rata refund, credit, or offset for the remainder of the then-current paid term. This Section 7.9 is subject to any different treatment expressly set out in an Order Form or Commercial Addendum and to any non-waivable rights the Tenant may have under applicable law.

7.10 Negative Balances and Billing Corrections

The Tenant remains fully liable for any negative balance on its account, including negative prepaid postage or shipping balances, overdraft of any prepaid amount, and any deficit resulting from chargebacks, reversed payments, refunded end-customer transactions, or Provider or carrier pass-through charges assessed after the original fulfillment event. Kentro may recover any negative balance by charging any payment method on file, by invoicing the Tenant, or by offsetting against amounts otherwise payable to the Tenant.

If any Fee, charge, cost, tax, pass-through amount, or other amount payable by the Tenant is not charged, is under-charged, is charged late, or is otherwise omitted or misstated due to a technical, billing, integration, metering, rate-table, configuration, or other operational error, including any such error on Kentro's side, on the side of a Provider, carrier, Model Provider, Third-Party Service, or payment processor, the Tenant's obligation to pay the correct amount is not waived, reduced, or extinguished. Upon identification of any such error, Kentro may readjust the Tenant's balance, issue corrected or supplemental invoices, and charge or invoice the Tenant for the corrected amounts, and the Tenant will pay those corrected amounts in accordance with these Terms. Kentro's right to issue corrected invoices under this Section 7.10 is subject to a reasonable lookback period consistent with the statute of limitations applicable to the underlying obligation.

Good-faith disputes with respect to a corrected or supplemental invoice must be raised in writing within 30 days after the date of that corrected or supplemental invoice, together with a reasonable explanation of the basis for the dispute; Section 7.8 otherwise governs the dispute. Undisputed portions of any corrected or supplemental invoice remain payable when due, and the failure to timely dispute an amount under this Section 7.10 or Section 7.8 constitutes acceptance of that amount.

8. Tenant Data & Privacy

8.1 Ownership of Tenant Data

As between the parties, the Tenant owns and retains all right, title, and interest in and to the Tenant Data, subject to Kentro's rights in the Services and in any de-identified and aggregated data developed under Section 6.3. The Tenant is solely responsible for the accuracy, quality, integrity, and legality of Tenant Data and for the means by which the Tenant acquired Tenant Data.

8.2 License to Operate the Services

The Tenant grants Kentro a worldwide, non-exclusive, royalty-free license to host, copy, transmit, display, process, and otherwise use Tenant Data as reasonably necessary to (a) provide, secure, monitor, and support the Services, (b) prevent or address technical or security issues, (c) comply with applicable law and enforce these Terms, (d) generate de-identified and aggregated data as permitted by Section 6.3, and (e) develop and improve the Services in a manner consistent with these Terms and the Kentro Privacy Policy.

8.3 Privacy Policy and DPA

Kentro's collection and use of personal information in connection with the Services is described in the Kentro Privacy Policy, which is incorporated by reference into these Terms. Where applicable law requires it, Kentro will make available a Data Processing Addendum ("DPA") that governs the processing of personal information by Kentro on behalf of the Tenant. Where a DPA has been executed, it forms part of the agreement between the parties.

8.4 Signup Metadata and Acceptance Evidence

For record-keeping and evidentiary purposes, Kentro retains signup and acceptance metadata, including IP address, user agent, and timestamps at signup, at each individual acceptance of these Terms, and at any subsequent re-acceptance following an update to these Terms. This metadata may be used to establish that a Tenant or User accepted the applicable version of these Terms and to support Kentro's compliance and audit obligations.

8.5 Security

Kentro will maintain a written information security program with commercially reasonable administrative, physical, and technical safeguards designed to protect the confidentiality, integrity, and availability of Tenant Data. Kentro will notify the Tenant without undue delay upon becoming aware of a security incident affecting Tenant Data, in accordance with applicable law and any applicable DPA.

8.6 Retention and Deletion

Kentro retains Tenant Data during the term of the applicable subscription and for the periods described in the Documentation or the DPA. Upon termination, Kentro will handle Tenant Data as set out in Section 12 (Term, Suspension & Termination). Kentro may retain Tenant Data as required by applicable law, for the enforcement of these Terms, or in de-identified and aggregated form.

9. Acceptable Use

The Tenant and each of its Users must comply with the Kentro Acceptable Use Policy (the "AUP"), which is incorporated by reference into these Terms. Without limiting the AUP, the Tenant and each User must not, and must not permit any third party to:

• use the Services in violation of applicable law, including export control, sanctions, consumer protection, anti-spam, telecommunications, and privacy laws;
• use the Services to send unlawful, harassing, defamatory, deceptive, fraudulent, or infringing communications;
• upload, store, or transmit through the Services any content that infringes the intellectual property rights, privacy rights, publicity rights, or contractual rights of any third party;
• upload or transmit malware, viruses, or other harmful code;
• attempt to gain unauthorized access to, probe, scan, or test the vulnerability of any part of the Services or any Kentro systems or infrastructure other than under a written authorization from Kentro;
• disrupt, degrade, or interfere with the Services, other Kentro customers' use of the Services, or any underlying networks;
• reverse engineer, decompile, or disassemble any part of the Services, except to the extent expressly permitted by applicable law notwithstanding this restriction;
• copy, resell, sublicense, white-label, or make the Services available to third parties as a service, other than in support of the Tenant's own commerce operations;
• use the Services to develop, train, or benchmark a competing product or service; or
• use the AI Services in a manner that violates Section 6.6 (No High-Risk Use), any acceptable use policy of a Model Provider disclosed by Kentro, or any restriction stated in the Documentation.

Kentro may investigate suspected violations of this Section 9 or the AUP and may take reasonable action, including suspending or terminating access, removing or restricting content, and cooperating with law enforcement.

10. Confidentiality

10.1 Definition

"Confidential Information" means any non-public information disclosed by one party (the "Discloser") to the other party (the "Recipient") in connection with these Terms, whether orally, in writing, or by inspection, that is marked or identified as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, for Kentro, the Services, the Documentation, pricing, technical roadmaps, non-public performance data, and security information; and, for the Tenant, Tenant Data and non-public business information.

10.2 Obligations

The Recipient will (a) use Confidential Information only to perform its obligations and exercise its rights under these Terms, (b) protect Confidential Information using the same degree of care it uses to protect its own similar information, but in no event less than reasonable care, and (c) limit access to Confidential Information to its employees, contractors, professional advisors, and Affiliates that need to know it for permitted purposes and that are bound by confidentiality obligations no less protective than these.

10.3 Exclusions

Confidential Information does not include information that (a) is or becomes generally available to the public through no fault of the Recipient, (b) was known to the Recipient without confidentiality obligations before disclosure by the Discloser, (c) was independently developed by the Recipient without use of or reference to the Discloser's Confidential Information, or (d) is rightfully obtained by the Recipient from a third party without confidentiality obligations.

10.4 Compelled Disclosure

The Recipient may disclose Confidential Information as required by law, court order, or regulatory demand, provided that, where legally permitted, it (a) gives the Discloser prompt notice, (b) reasonably cooperates with the Discloser's efforts to seek a protective order, and (c) discloses only the portion of Confidential Information that is legally required.

11. Intellectual Property

11.1 Kentro IP

Kentro and its licensors retain all right, title, and interest in and to the Services, the Documentation, and all software, models, algorithms, tools, workflows, know-how, methodologies, user interfaces, designs, trademarks, service marks, and other intellectual property embodied in or used to provide the Services (collectively, "Kentro IP"). Subject to these Terms, Kentro grants the Tenant a limited, non-exclusive, non-transferable, non-sublicensable right during the applicable subscription term to access and use the Services for the Tenant's internal business operations.

11.2 Tenant IP and Tenant Data

As between the parties, the Tenant retains all right, title, and interest in and to Tenant Data and any trademarks or content it uploads to the Services. The Tenant grants Kentro the rights set out in Section 8.2 (License to Operate the Services). Nothing in these Terms transfers ownership of Tenant Data to Kentro.

11.3 AI Outputs

Subject to (a) the rights of Model Providers under their own terms, (b) applicable law regarding the copyrightability of AI outputs, and (c) the Tenant's compliance with these Terms, as between Kentro and the Tenant, the Tenant may use outputs generated by the AI Services for the Tenant's internal business operations and for the operation of the Tenant's business, provided that the Tenant is solely responsible for the outputs and for any use of them.

11.4 Feedback

The Tenant and its Users may from time to time submit suggestions, ideas, or feedback to Kentro. Kentro may use, exploit, and incorporate such feedback into the Services and its other offerings without restriction and without compensation, provided that Kentro will not identify the Tenant as the source of the feedback without the Tenant's consent.

11.5 Reservation of Rights

Except as expressly set out in these Terms, no license or other right is granted to either party by implication, estoppel, or otherwise. All rights not expressly granted are reserved.

12. Term, Suspension & Termination

12.1 Term

These Terms take effect when the Tenant first accepts them and continue until all subscriptions to the Services have expired or been terminated. Subscription terms and renewal terms are as set out in the Tenant's Order Form or in the Documentation for self-serve plans.

12.2 Termination for Convenience

Unless otherwise specified in an Order Form, the Tenant may terminate its subscription at the end of the then-current subscription term by providing notice through the Services or through the process described in the Documentation. Kentro may terminate a self-serve subscription for convenience on 30 days' notice.

12.3 Termination for Cause

Either party may terminate these Terms for cause if the other party materially breaches these Terms and fails to cure the breach within 30 days after receiving written notice describing the breach in reasonable detail. Kentro may terminate immediately for cause if the Tenant (a) misuses the Services in a manner that presents a security, legal, or operational risk to Kentro, other customers, Providers, or third parties, (b) fails to pay Fees when due and does not cure within the period specified in Section 7.5, or (c) becomes insolvent, files for bankruptcy, or ceases business operations.

12.4 Suspension

In addition to Kentro's rights under Section 7.5 (Suspension for Non-Payment), Kentro may suspend the Services, or a User's access to the Services, without prior notice, where reasonably necessary to (a) prevent or respond to a security threat, (b) comply with applicable law or a lawful order, (c) prevent harm to Kentro, other customers, Providers, or third parties, or (d) address a material breach of these Terms or the AUP. Kentro will restore access promptly after the underlying issue is resolved.

12.5 Effect of Termination

Upon expiration or termination of these Terms: (a) all rights granted to the Tenant to access and use the Services cease at the end of the then-current paid term as described in Section 7.9; (b) the Tenant will remain liable for all Fees accrued up to the effective date of termination, for any negative balance and for any corrected or supplemental invoices issued under Section 7.10, and for any Secured Obligations, in each case without pro-rata refund of subscription Fees; (c) any prepaid postage or shipping balance is handled in accordance with Section 7.2, including the thirty (30) day post-termination use window and forfeiture thereafter, subject to applicable law; (d) each party will return or destroy the other party's Confidential Information in its possession or control, except as required by law or for archival, audit, or backup purposes; and (e) Kentro will make Tenant Data available for export for a period stated in the Documentation, after which Kentro may delete Tenant Data other than as required by law or as retained in de-identified and aggregated form.

12.6 Effect on Kentro 3PL Inventory

Where the Tenant uses Kentro 3PL Services at the time of termination, release, transfer, or disposition of any inventory in the possession of Kentro or a Provider is subject to the settlement of all outstanding Fees and other Secured Obligations and to Kentro's rights under Section 5.3, and to Kentro's and the Provider's rights under Section 5.7 in respect of any items reasonably believed to be unlawful. Kentro is not obligated to release, transfer, or ship inventory while Secured Obligations remain unpaid or while any items are being handled under Section 5.7. The Tenant is responsible for making arrangements to receive its inventory and for paying all transfer, shipping, storage, and related charges associated with the retrieval or redirection of inventory.

12.7 Survival

The following provisions survive termination or expiration of these Terms: Section 2 (Definitions), Section 5.3 (Warehouseman's Lien and Payment Security) with respect to Secured Obligations incurred during the term, Section 5.7 (Item Legality and Regulatory Compliance) with respect to items handled during the term, Section 7 (Fees, Billing & Payment) with respect to unpaid amounts, negative balances, corrected invoices, non-refundability, and post-termination treatment of prepaid balances, Section 8 (Tenant Data & Privacy) with respect to retained data, Section 10 (Confidentiality), Section 11 (Intellectual Property), Section 13 (Warranties & Disclaimers), Section 14 (Limitation of Liability), Section 15 (Indemnification), Section 17 (Governing Law & Dispute Resolution), and Section 18 (General), and any other provision that by its nature should survive.

13. Warranties & Disclaimers

13.1 Mutual Warranties

Each party represents and warrants that it has the legal power and authority to enter into these Terms and that its performance under these Terms will not violate any agreement to which it is a party.

13.2 Tenant Warranties

The Tenant represents and warrants that (a) it and its Users will use the Services in compliance with these Terms, the AUP, and applicable law, (b) it has all rights and consents necessary to submit Tenant Data to the Services and to authorize Kentro's processing of Tenant Data as contemplated by these Terms, and (c) any goods tendered to Kentro or a Provider under Section 5 comply with Section 5.5 and applicable law.

13.3 Disclaimer

EXCEPT AS EXPRESSLY SET OUT IN THESE TERMS, THE SERVICES, THE DOCUMENTATION, AND ALL AI OUTPUTS ARE PROVIDED "AS IS" AND "AS AVAILABLE." KENTRO AND ITS AFFILIATES, LICENSORS, MODEL PROVIDERS, AND PROVIDERS DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, AND QUIET ENJOYMENT, AND ANY WARRANTY ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. KENTRO DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, SECURE FROM ALL UNAUTHORIZED ACCESS, OR THAT AI OUTPUTS WILL BE ACCURATE, COMPLETE, RELIABLE, OR FIT FOR THE TENANT'S PURPOSES. AI OUTPUTS ARE PROBABILISTIC AND ARE DISCLAIMED ON AN "AS IS" BASIS AS FURTHER DESCRIBED IN SECTION 6.

13.4 Third-Party Services and Providers

Kentro does not warrant Third-Party Services, Model Providers' outputs, or Provider operations. Kentro's liability, if any, for the actions or omissions of Providers is limited to Section 5 and to the pass-through remedies available under a Provider's own terms.

14. Limitation of Liability

14.1 Exclusion of Indirect Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY WILL BE LIABLE UNDER OR IN CONNECTION WITH THESE TERMS FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, GOODWILL, BUSINESS OPPORTUNITY, DATA, OR USE, EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A LIMITED REMEDY IS DEEMED TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

14.2 Cap on Direct Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY'S TOTAL CUMULATIVE LIABILITY UNDER OR IN CONNECTION WITH THESE TERMS WILL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY THE TENANT TO KENTRO FOR THE SERVICES IN THE 12 MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE LIABILITY. THIS CAP APPLIES IN THE AGGREGATE ACROSS ALL CLAIMS AND CAUSES OF ACTION.

14.3 Carve-Outs

The limitations in Sections 14.1 and 14.2 do not apply to (a) a party's indemnification obligations under Section 15, (b) the Tenant's payment obligations, including obligations to pay Fees, taxes, and Secured Obligations, (c) a party's breach of Section 10 (Confidentiality), (d) infringement or misappropriation by a party of the other party's intellectual property rights, or (e) liability that cannot be limited under applicable law, including in some jurisdictions liability for gross negligence, willful misconduct, or fraud.

14.4 Allocation of Risk

The parties acknowledge that the Fees reflect the allocation of risk set out in this Section 14 and Section 13, and that these limitations form an essential basis of the bargain.

15. Indemnification

15.1 Indemnification by the Tenant

The Tenant will defend, indemnify, and hold harmless Kentro, its Affiliates, and each of their respective directors, officers, employees, contractors, Providers, and Model Providers from and against any and all third-party claims, demands, actions, damages, losses, costs, and expenses (including reasonable legal fees) arising out of or relating to (a) the acts or omissions of the Tenant or its Users, including any breach of these Terms, the AUP, or applicable law; (b) Tenant Data, including allegations that Tenant Data infringes or misappropriates the intellectual property, privacy, or publicity rights of a third party; (c) the Tenant's products, services, marketing, or business operations, including product safety and consumer protection claims; (d) actions taken by the AI Services at the direction or authorization of a User, or that Users failed to properly supervise, review, or configure; (e) the Tenant's tender of, handling of, or failure to comply with Section 5.5 or Section 5.7 in respect of any goods or items, including claims, demands, penalties, seizures, forfeitures, fines, and losses arising out of non-compliant, restricted, prohibited, or unlawful items; and (f) the Tenant's violation of applicable law.

15.2 Indemnification by Kentro

Kentro will defend the Tenant against any third-party claim alleging that the Services, when used in accordance with these Terms and the Documentation, infringe a valid United States patent, copyright, or trademark of a third party, and will indemnify the Tenant for damages and reasonable legal fees awarded against the Tenant in respect of such claim. Kentro will have no obligation under this Section 15.2 for claims arising out of (a) use of the Services in combination with any product, service, data, or content not provided by Kentro, (b) modification of the Services by anyone other than Kentro, (c) Tenant Data, (d) beta or preview features, (e) use of the Services in violation of these Terms or applicable law, (f) AI outputs, or (g) Third-Party Services or Provider operations. If the Services become, or in Kentro's reasonable opinion are likely to become, the subject of an infringement claim, Kentro may, at its option, (i) modify the Services to be non-infringing, (ii) obtain a license for continued use, or (iii) terminate the affected subscription and refund any prepaid, unused Fees for the terminated subscription. This Section 15.2 states Kentro's sole liability, and the Tenant's exclusive remedy, for third-party infringement claims relating to the Services.

15.3 Procedure

A party's indemnification obligation is subject to the indemnified party (a) promptly notifying the indemnifying party of the claim in writing, (b) giving the indemnifying party sole control over the defense and settlement (provided that no settlement may impose non-monetary obligations on the indemnified party without its consent, not to be unreasonably withheld), and (c) providing reasonable cooperation at the indemnifying party's expense.

16. Modifications to These Terms

16.1 Updates

Kentro may update these Terms from time to time to reflect changes in the Services, in law, in industry practice, or in Kentro's business. When Kentro updates these Terms in a manner that materially affects the Tenant's rights or obligations, Kentro will provide advance notice of at least 30 days (or such longer period as required by applicable law) through the Services, by email to a Tenant administrator, or by other reasonable means (the "Notice Period"), during which the updated Terms will be identified as pending and the current Terms will remain in effect for the Tenant.

16.2 In-Product Re-Acceptance

Where required, Kentro will request in-product re-acceptance of the updated Terms by the Tenant's administrator and/or by individual Users at first login after the effective date. If the Tenant or a User does not accept the updated Terms, the Tenant's or User's continued use of the Services may be restricted or terminated. Non-material updates, updates required for security, legal, or regulatory compliance, and updates addressing new optional features may take effect on shorter notice and, where permitted by applicable law, may be treated as accepted through continued use.

16.3 Continued Use

To the extent permitted by applicable law, continued use of the Services after the effective date of an update constitutes acceptance of the updated Terms. If the Tenant does not agree with an update, its exclusive remedy is to stop using the Services and, if applicable, to terminate its subscription in accordance with Section 12.

16.4 Version Control

Each published version of these Terms is identified by a version number and an effective date. Kentro maintains an archive of prior versions. The version identified at the top of this document is the version to which acceptance of these Terms applies.

17. Governing Law & Dispute Resolution

17.1 Governing Law

These Terms and any dispute arising out of or relating to these Terms or the Services are governed by the laws of the State of Delaware, United States, without regard to its conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

17.2 Informal Resolution

Before commencing formal proceedings, the parties will attempt in good faith to resolve any dispute informally by notifying the other party in writing of the dispute and negotiating for at least 30 days.

17.3 Binding Arbitration

Any dispute, claim, or controversy arising out of or relating to these Terms or the Services that is not resolved informally will be finally resolved by binding arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules then in effect. The arbitration will be conducted by a single arbitrator. The seat of the arbitration will be Wilmington, Delaware, United States. The language of the arbitration will be English. Judgment on the award may be entered in any court of competent jurisdiction.

17.4 Class-Action Waiver

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE PARTIES AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING.

17.5 Injunctive Relief Carve-Out

Notwithstanding Section 17.3, either party may bring an action in a court of competent jurisdiction for injunctive or other equitable relief to protect its intellectual property rights, Confidential Information, or, in the case of Kentro, its right to payment and its rights under Section 5.3. For the purpose of any such action, the parties consent to the exclusive jurisdiction and venue of the state and federal courts located in the State of Delaware.

17.6 Time Bar

Any claim arising out of or relating to these Terms must be brought within one year after the claim accrues, except as otherwise required by applicable law.

18. General

18.1 Assignment

Neither party may assign or transfer these Terms, in whole or in part, without the other party's prior written consent, except that either party may assign these Terms without consent to an Affiliate or in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets or the business to which these Terms relate. Any assignment in violation of this Section 18.1 is void. Subject to the foregoing, these Terms bind and inure to the benefit of the parties and their permitted successors and assigns.

18.2 Force Majeure

Neither party will be liable for any delay or failure to perform (other than a payment obligation) resulting from causes beyond its reasonable control, including acts of God, natural disasters, epidemics or pandemics, war, terrorism, civil unrest, labor disputes, government actions, failures of Third-Party Services or telecommunications networks, and internet or cloud infrastructure outages.

18.3 Notices

Notices to Kentro must be sent to the address published in the Documentation or to [email protected]. Notices to the Tenant may be sent to the email address associated with the Tenant's administrator account, delivered through the Services, or, where applicable, sent to the address set out in an Order Form. Notices are deemed given on delivery.

18.4 Entire Agreement; Order of Precedence

These Terms, together with any Order Form, Commercial Addendum, DPA, AUP, and Privacy Policy referenced or incorporated by reference, constitute the entire agreement between the parties concerning the Services and supersede all prior or contemporaneous agreements, communications, and understandings. In the event of a conflict, the order of precedence is: (a) an executed Order Form or Commercial Addendum, solely with respect to the specific terms addressed there; (b) these Terms; (c) the DPA; (d) the AUP; and (e) the Documentation.

18.5 Severability

If any provision of these Terms is held to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that these Terms otherwise remain in full force and effect.

18.6 No Waiver

Failure or delay by either party to enforce any right or provision of these Terms is not a waiver of that right or provision. A waiver is effective only if in writing and signed by an authorized representative of the waiving party.

18.7 Independent Contractors

The parties are independent contractors. Nothing in these Terms creates any partnership, joint venture, agency, franchise, or employment relationship. Neither party has authority to bind the other or incur obligations on the other's behalf without prior written consent.

18.8 No Third-Party Beneficiaries

Except as expressly stated in Section 15.1 with respect to indemnified parties, these Terms do not confer any rights or remedies on any person other than the parties.

18.9 Government Users

The Services and Documentation are "commercial items" as defined in Federal Acquisition Regulation (FAR) 2.101. If the Services are used by or on behalf of a United States government entity, the Services are provided as commercial computer software and commercial computer software documentation, and the government's rights are only those rights customarily provided to the public under standard commercial license terms as set out in these Terms.

18.10 Export and Sanctions

The Tenant will comply with all applicable export control and sanctions laws in its use of the Services. The Tenant represents and warrants that it is not located in, and is not a national or resident of, any country subject to comprehensive United States sanctions, and that it is not listed on any United States or applicable non-United States restricted or denied party list.

18.11 Headings and Interpretation

Section headings are for convenience only and do not affect interpretation. The words "include" and "including" are illustrative and non-limiting. References to a section include its subsections.

18.12 Electronic Signatures and Records

The parties consent to conduct business electronically. Electronic acceptance of these Terms, whether by click-through, in-product re-acceptance, or other electronic means, constitutes a valid signature and forms a binding agreement under the Electronic Signatures in Global and National Commerce Act (ESIGN Act, 15 U.S.C. Sec. 7001 et seq.) and the Uniform Electronic Transactions Act (UETA).

18.13 Contact

Questions about these Terms may be directed to [email protected].