Terms of Service

Version 1.0 — February 2026

Please read the following Terms of Service (the “Agreement”) carefully before accessing or using the Cybership warehouse management system platform (the “Service”). By signing or submitting an Order Form for the Service, or by accessing or using the Service, you agree to be bound by these Terms. These Terms, along with the terms and conditions of the Order Form, constitute a single contract between Cybership Technologies Inc., a Delaware corporation located at 17501 W 98th St #44-24, Lenexa, KS 66219 (“Cybership”, “we”, “us”, or “our”) and you, the user of the Service (“Subscriber”, “you”, or “your”).

If you are signing on behalf of a company or other legal entity, you represent that you have the authority to bind that entity.

This Agreement is for business use only. The Service is designed for commercial warehouse and fulfillment operations. It is not intended for personal, family, or household use. Subscriber represents that it is entering into this Agreement in a business capacity.

Cybership may update these Terms at any time by posting updated versions at cybership.io/terms or by otherwise providing notice to Subscriber, subject to the amendment provisions in Section 17.2.

Cybership provides a cloud-based warehouse management system designed for small and medium-sized businesses. The Service includes:

Cybership may update, modify, or improve the Service from time to time. Updates that enhance features, improve performance, or maintain security may be deployed without prior notice. Cybership will provide at least thirty (30) days' notice of material changes that reduce core functionality included in Subscriber's plan. If such a material reduction occurs during an annual subscription term, Subscriber may terminate this Agreement and receive a prorated refund of prepaid fees for the remainder of the annual term.

Cybership may offer beta, preview, or early-access features (“Beta Features”) at its discretion. Beta Features are provided “as is” without any warranty or SLA commitment. Cybership may modify or discontinue Beta Features at any time without notice. Subscriber's use of Beta Features is at Subscriber's sole risk, and Cybership has no liability for any issues arising from Beta Features.

Subscriber acknowledges that the Service is a software tool that assists with warehouse operations. The Service does not control, manage, or operate Subscriber's physical warehouse, employees, inventory, or fulfillment processes. Subscriber is solely responsible for:

The Service is available on a subscription basis. The specific conditions of your subscription, including pricing, allocation of users, shipment limits, billing cycle, and conditions for renewal, are stipulated in the Order Form. Subscriber's plan includes the features described at cybership.io/pricing for the selected tier.

If usage exceeds the limits included in your subscription plan, overage fees apply at the rates specified in the Order Form. Overages are calculated at the end of each billing period and invoiced in arrears. Cybership will use commercially reasonable efforts to notify Subscriber when usage reaches approximately 80% of included plan limits. However, failure to provide such notification does not relieve Subscriber of responsibility for overage fees incurred. Monthly overage charges will not exceed 200% of Subscriber's base monthly subscription fee without prior written notice and Subscriber's acknowledgment.

Subscriber may upgrade or downgrade their subscription plan at any time by contacting Cybership support.

Your subscription rate is guaranteed for the period specified in the Order Form from the effective date of the Order Form (the “Price Guarantee Period”). During this period, your base subscription fee and per-unit overage rates will not increase, regardless of any general pricing changes Cybership may implement.

After the Price Guarantee Period expires, your subscription is subject to Cybership's then-current pricing. Cybership will provide at least sixty (60) days' written notice before any price increase takes effect on your account. If you do not agree to a price increase, you may cancel your subscription in accordance with Section 14 before the new pricing takes effect.

If you are on an annual billing cycle, your rate is locked for the duration of your annual term. Price changes, if any, will only apply upon renewal. Cybership will provide at least sixty (60) days' notice before any renewal price increase.

You agree to:

Subscriber acknowledges that the quality and accuracy of the Service's outputs — including inventory records, order processing, shipping labels, pick instructions, and reports — depend entirely on the accuracy and completeness of data provided by Subscriber or received through Subscriber's configured integrations. Cybership has no liability for errors, losses, or claims arising from inaccurate, incomplete, or untimely data provided by Subscriber.

The Service reflects inventory data as submitted by Subscriber or received through integrations. Cybership does not guarantee that digital inventory records match physical stock. Subscriber is responsible for conducting regular physical inventory counts and reconciliation.

Shipping rates displayed in the Service are estimates provided by third-party carrier APIs and may differ from final billed amounts. Cybership passes through carrier rate information but does not control carrier pricing, billing adjustments, or delivery performance. Subscriber is responsible for verifying shipping details before generating labels.

The Service is a general-purpose warehouse management tool. It is not designed for, nor does it ensure compliance with, specialized regulatory requirements, including but not limited to:

Subscriber is solely responsible for ensuring compliance with all applicable regulatory requirements in their warehouse operations, regardless of whether the Service provides features that may assist with such compliance.

The Service is not designed to store or process sensitive personal data beyond what is necessary for warehouse and fulfillment operations (e.g., shipping names and addresses). Subscriber will not use the Service to store, process, or transmit:

Cybership has no liability for any claims arising from Subscriber's storage of restricted data in the Service in violation of this Section.

You will not:

You are responsible for all activity under your account. Notify Cybership immediately at support@cybership.io if you become aware of any unauthorized access.

You retain all ownership rights to the data you submit to the Service (“Your Data”). You grant Cybership a limited, non-exclusive license to use, process, and store Your Data solely to provide the Service and fulfill our obligations under this Agreement.

Cybership may collect and use anonymized, aggregated usage data that does not identify you or contain Your Data. This data helps us operate, improve, and support the Service. Cybership will not publish or share aggregated data in a form that could reasonably be used to identify Subscriber or Subscriber's business operations.

Cybership implements industry-standard security measures to protect Your Data, including:

For full details, refer to our Privacy Policy at cybership.io/legal/privacy. With respect to personal data processed through the Service (such as shipping names and addresses), Cybership acts as a service provider (as defined under the California Consumer Privacy Act) and data processor (as defined under applicable data protection laws) on behalf of Subscriber. Cybership processes such data solely to provide the Service and does not sell, share, or use it for independent purposes.

If Cybership becomes aware of unauthorized access to or disclosure of Your Data (a “Security Incident”), Cybership will: (a) notify Subscriber without undue delay and in any event within seventy-two (72) hours; (b) investigate the incident and take reasonable steps to mitigate its effects; and (c) provide Subscriber with available information about the nature and scope of the incident.

You may export Your Data at any time through the Service's built-in export tools or by requesting an export from Cybership support.

Cybership maintains reasonable backup procedures consistent with industry standards. However, Cybership does not guarantee against data loss. Subscriber is responsible for maintaining independent backups of critical data through the Service's export functionality or API.

The Service integrates with third-party platforms, carriers, and marketplaces (“Third-Party Services”), including but not limited to Shopify, Amazon, shipping carriers, payment processors, and label printing services.

Subscriber acknowledges that:

Cybership targets 99.5% monthly uptime for the Service, as measured by Cybership's infrastructure monitoring systems. “Unavailable” means the Service is entirely inaccessible to all users (excluding isolated issues affecting individual accounts). This is a commercially reasonable target, not a guarantee. Uptime measurement excludes:

In the event of extended Service unavailability, Cybership's sole obligation is to use commercially reasonable efforts to restore the Service as promptly as possible. Cybership may, at its sole discretion, offer service credits or other accommodations for significant outages, but is under no obligation to do so. Subscriber acknowledges that commercially reasonable restoration efforts are Subscriber's sole and exclusive remedy for Service unavailability.

Technical support is available during business hours: 8:00 AM – 6:00 PM Central Standard Time (CST), Monday through Friday, excluding U.S. federal holidays. Support requests can be submitted through the following channels:

Cybership will use commercially reasonable efforts to respond to support requests within the following timeframes during business hours:

Response times are targets, not guarantees, and refer to the initial acknowledgment of the support request — not full resolution. Resolution times depend on the complexity of the issue.

Support outside of standard business hours is available for Critical priority issues only on a best-effort basis. During initial onboarding and go-live periods, Cybership may provide extended support windows, including weekend coverage, as agreed upon during implementation planning.

Cybership has the right, but not the obligation, to monitor Subscriber's use of the Service to ensure compliance with this Agreement.

Subscriber acknowledges that the Service depends on complex software systems, cloud infrastructure, third-party APIs, and internet connectivity. While Cybership uses commercially reasonable efforts to maintain availability, Cybership does not guarantee uninterrupted or error-free operation of the Service. Temporary outages, bugs, and performance variations may occur and do not constitute a breach of this Agreement.

EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE.” CYBERSHIP DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, CYBERSHIP DOES NOT WARRANT THAT:

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOST PROFITS, LOST REVENUE, LOST DATA, LOST INVENTORY, BUSINESS INTERRUPTION, MISPICKED OR MISSHIPPED ORDERS, COST OF REPLACEMENT SERVICES, OR LOSS OF CUSTOMERS OR GOODWILL, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF THE THEORY OF LIABILITY.

EXCEPT FOR EXCLUDED CLAIMS (AS DEFINED BELOW), EACH PARTY'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE AMOUNTS PAID BY SUBSCRIBER TO CYBERSHIP DURING THE ONE (1) MONTH IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY. IF A COURT OF COMPETENT JURISDICTION DETERMINES THAT THE FOREGOING CAP IS UNENFORCEABLE, EACH PARTY'S TOTAL CUMULATIVE LIABILITY WILL NOT EXCEED THE AMOUNTS PAID BY SUBSCRIBER TO CYBERSHIP DURING THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY.

The limitations in Sections 10.1 and 10.2 do not apply to: (a) Subscriber's payment obligations; (b) either party's indemnification obligations under Section 11; (c) Subscriber's breach of Section 5 (Acceptable Use); (d) either party's breach of Section 13 (Confidentiality); or (e) either party's gross negligence or willful misconduct.

Subscriber expressly acknowledges and agrees that:

Cybership is not liable for any losses, damages, claims, or costs arising from Subscriber's physical warehouse operations, including but not limited to:

The Service is an operational tool, not an accounting or financial reporting system. Inventory quantities and values displayed in the Service are not warranted for use in financial reporting, tax filings, or insurance claims. Subscriber should reconcile Service data with its own accounting systems.

The limitations and disclaimers in Section 10 (Limitation of Liability) and Section 9 (Disclaimer of Warranties) reflect the allocation of risk between the parties and the pricing of the Service. The parties acknowledge that these provisions are reasonable given the nature of the Service and the subscription fees charged.

Nothing in this Agreement shall limit or exclude either party's liability for: (a) fraudulent misrepresentation; (b) death or personal injury resulting from negligence; or (c) any other liability that cannot be limited, disclaimed, or excluded by applicable law.

Cybership will defend Subscriber against any third-party claim that the Service, as provided by Cybership and used in accordance with this Agreement, infringes a valid U.S. patent, copyright, or trademark, and will indemnify Subscriber from damages, costs, and attorneys' fees finally awarded or agreed to in settlement, provided that Subscriber: (a) promptly notifies Cybership of the claim; (b) grants Cybership sole control of the defense and settlement; and (c) provides reasonable cooperation.

If the Service is, or in Cybership's opinion is likely to be, subject to an infringement claim, Cybership may at its option: (i) procure the right for Subscriber to continue using the Service; (ii) replace or modify the Service to make it non-infringing; or (iii) if neither (i) nor (ii) is commercially reasonable, terminate the subscription and refund any prepaid fees for the unused portion.

This Section 11.1 states Cybership's entire liability for intellectual property infringement claims.

Subscriber will defend and indemnify Cybership from any third-party claims arising from: (a) Your Data or any content Subscriber uploads to the Service; (b) Subscriber's use of the Service in violation of this Agreement or applicable law; (c) Subscriber's physical warehouse operations, fulfillment activities, or products stored or shipped using the Service; or (d) Subscriber's failure to comply with applicable regulatory requirements (see Section 5.4).

The indemnified party will: (a) provide prompt written notice of the claim (failure to provide timely notice will not relieve the indemnifying party's obligations unless materially prejudiced); (b) grant the indemnifying party sole control of the defense and settlement; and (c) provide reasonable cooperation at the indemnifying party's expense. The indemnifying party will not settle any claim in a manner that imposes liability or obligations on the indemnified party without prior written consent.

Cybership retains all right, title, and interest in the Service, including all software, technology, documentation, trademarks, and intellectual property. This Agreement grants Subscriber only a limited, non-exclusive, non-transferable right to access and use the Service during an active subscription.

If Subscriber provides suggestions, ideas, or feedback about the Service, Cybership may use that feedback without restriction or obligation to Subscriber.

Each party agrees to protect the other party's confidential information using the same degree of care it uses for its own confidential information, but no less than reasonable care. Confidential information includes the terms and pricing of this Agreement, Your Data, and any non-public information about the Service or either party's business. Confidentiality obligations under this Section will remain in effect for three (3) years following the termination or expiration of this Agreement, except that obligations regarding trade secrets will continue for as long as the information qualifies as a trade secret under applicable law.

Confidentiality obligations do not apply to information that: (a) is or becomes publicly available through no breach by the receiving party; (b) was known to the receiving party before disclosure; (c) is independently developed without use of the other party's confidential information; or (d) is rightfully received from a third party without restriction.

A party may disclose confidential information if required by law, provided it gives prompt notice to the other party (unless prohibited by law) and discloses only the minimum information required.

Each party acknowledges that unauthorized disclosure of the other party's confidential information may cause irreparable harm for which monetary damages would be insufficient. In the event of such disclosure, the non-breaching party shall be entitled to seek injunctive relief or other provisional remedies without being required to post bond or other security.

This Agreement begins on the Effective Date and continues for as long as Subscriber maintains an active subscription. Month-to-month subscriptions renew automatically at the start of each billing period. Annual subscriptions renew automatically for successive one-year terms unless either party provides written notice of non-renewal at least thirty (30) days before the end of the then-current term.

Cybership may suspend Subscriber's access to the Service, in whole or in part, without liability, if:

Cybership will provide reasonable notice before suspension when practicable (at least 5 business days for payment-related suspensions). During suspension, Subscriber's data is preserved but inaccessible. Subscriber remains responsible for fees that were due at the time of suspension and any applicable late payment interest; however, new subscription fees will not accrue for billing periods beginning after the suspension takes effect until access is restored. Access will be restored promptly upon cure of the underlying issue.

Cybership may terminate this Agreement if Subscriber:

Cybership may also terminate this Agreement at any time without cause by providing thirty (30) days' written notice. In the event of termination without cause by Cybership, Cybership will refund any pro-rata prepaid fees for services not yet utilized.

Subscriber may terminate this Agreement if Cybership materially breaches this Agreement and fails to cure such breach within thirty (30) days of receiving written notice from Subscriber identifying the breach in reasonable detail. If the Agreement is terminated by Subscriber under this subsection, Cybership will provide a pro-rata refund of any prepaid fees for the remainder of the then-current term.

Upon termination or expiration:

Neither party is liable for delays or failures in performance resulting from causes beyond its reasonable control, including natural disasters, war, terrorism, pandemics, government actions, or widespread internet or utility outages. The affected party will promptly notify the other party and use reasonable efforts to mitigate the impact, including activating disaster recovery procedures where applicable. Force majeure does not excuse Subscriber's obligation to pay fees already due or Cybership's obligation to implement reasonable redundancy and disaster recovery measures for the Service's infrastructure. If a force majeure event continues for more than sixty (60) days, either party may terminate this Agreement upon written notice.

Before initiating any formal proceedings, the parties agree to attempt in good faith to resolve any dispute through direct negotiation for a period of thirty (30) days after written notice of the dispute.

This Agreement is governed by the laws of the State of Delaware, without regard to conflict of law principles. If informal resolution fails, any disputes will be resolved in the state or federal courts located in Delaware. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

EACH PARTY IRREVOCABLY WAIVES THE RIGHT TO A JURY TRIAL IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT.

ALL CLAIMS MUST BE BROUGHT IN THE PARTIES' INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING.

Any claim arising out of or related to this Agreement must be filed within one (1) year after the cause of action accrues, except for claims related to unpaid fees or intellectual property infringement. Failure to file within this period constitutes a waiver of such claim.

In any dispute arising under this Agreement, the prevailing party shall be entitled to recover its reasonable costs and expenses incurred in enforcing this Agreement, including reasonable attorney fees.

Nothing in this Section prevents either party from seeking injunctive or other equitable relief in any court of competent jurisdiction to prevent irreparable harm pending the resolution of a dispute.

This Agreement, together with the Order Form, constitutes the entire agreement between the parties regarding the Service and supersedes all prior agreements, understandings, and communications. In the event of a conflict between these Terms and the Order Form, the Order Form shall prevail.

Cybership may update the non-pricing terms of this Agreement by providing at least thirty (30) days' written notice. For material changes that materially reduce Subscriber's rights or materially increase Subscriber's obligations, Cybership will clearly identify the changes in the notice. If Subscriber does not agree to the material changes, Subscriber may terminate this Agreement without penalty by providing written notice before the changes take effect. Continued use of the Service after the effective date of changes constitutes acceptance. Material changes to pricing are governed by Section 4.

All legal notices under this Agreement (including notices of termination, breach, dispute, amendment, or non-renewal) must be in writing and sent via email to the addresses on file. Notices to Cybership should be sent to legal@cybership.io. Notices are deemed given upon delivery if sent by email with no bounce-back or delivery failure notification received within twenty-four (24) hours. Slack messages, in-app messages, and other informal communications do not constitute valid legal notice under this Agreement, regardless of content.

Subscriber may not assign this Agreement without Cybership's prior written consent. Cybership may assign this Agreement in connection with a merger, acquisition, or sale of substantially all of its assets, provided the assignee agrees to be bound by this Agreement.

If any provision of this Agreement is found unenforceable, it will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will remain in full force and effect.

No waiver of any provision will be effective unless in writing and signed by the waiving party. Failure to enforce any provision does not constitute a waiver of that or any other provision.

The parties are independent contractors. This Agreement does not create a partnership, joint venture, agency, or employment relationship.

Cybership may use Subscriber's name and logo as a customer reference for marketing or promotional purposes. Subscriber may opt out of this use by providing written notice to legal@cybership.io.

The parties do not intend to create any third-party beneficiaries of this Agreement. Nothing in this Agreement is intended, nor shall anything herein be construed, to create any rights in any person other than the parties to this Agreement.

This Agreement may be executed in counterparts, each of which is deemed an original, and all of which together constitute one agreement. Electronic signatures (including DocuSign, Adobe Sign, or similar e-signature platforms) and PDF or scanned copies of signatures are valid and binding to the same extent as original ink signatures, in accordance with the U.S. Electronic Signatures in Global and National Commerce Act (E-SIGN Act) and applicable state laws.

Subscriber will not access or use the Service in violation of U.S. export control laws and regulations. Subscriber represents that it is not located in, under the control of, or a national or resident of any U.S.-embargoed country.

By signing an Order Form that references these Terms of Service, Subscriber acknowledges receipt of these Terms and agrees to be bound by them.

Questions? Contact us at legal@cybership.io.