Terms of Service for Cybership Technologies, Inc.

Effective Date: January 1, 2025 (the “Effective Date”)

This Terms of Service (the “Terms”) is a legal agreement between Cybership Technologies, Inc., doing business as “Cybership” (“Cybership,” “we,” “us,” or “our”), and the user of our warehouse management software services (the “Service”), who is typically a third-party logistics provider (3PL) or other business entity (“Customer” or “you”). By using or accessing the Service, Customer agrees to be bound by these Terms. If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind that entity to these Terms. If you do not agree to any part of these Terms, you must not use the Service.

For purposes of these Terms, the following definitions apply:

“Service” means Cybership’s cloud-based warehouse management software platform and related services, including any applications, websites, dashboards, APIs, and support services provided by Cybership under these Terms.

“Customer Data” means all data, information, content, and materials (including text, records, images, or other data) that Customer or its end users (such as Customer’s clients, merchants, or recipients of goods) submit to or store in the Service. This includes, for example, inventory information, orders, shipment details, and any personal information about Customer’s clients necessary for using the Service.

“Aggregated Data” (also referred to as “Anonymized Data”) means data or information derived from Customer Data or Customer’s use of the Service, which has been de-identified and/or combined with other data so that it does not identify Customer or any individual. For clarity, Aggregated Data contains no personally identifiable information or Customer-specific confidential information – it is data in an aggregated and anonymous form.

“Confidential Information” means any non-public information disclosed by one party to the other in connection with the Service that is identified as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances. Customer’s Confidential Information includes, but is not limited to, Customer Data. Cybership’s Confidential Information includes the Service (including software and documentation) and any non-public information about our technology or business. Confidential Information does not include information that is independently developed by the receiving party, is lawfully in the receiving party’s possession without obligation of confidentiality, or becomes public through no fault of the receiving party.

(Additional definitions may be set forth elsewhere in these Terms or in an Order Form. Defined terms shall apply equally to singular and plural forms.)

To use the Service, Customer must register for an account. Customer agrees to provide accurate, current, and complete information during registration and to keep such information updated. Each account is for use by the specified Customer and its authorized users only. Customer is responsible for maintaining the confidentiality of login credentials and for all activities that occur under its account. Cybership is not liable for any loss or damage arising from unauthorized use of Customer’s account due to Customer’s failure to safeguard credentials.

Customer may permit its employees, contractors, or clients (e.g., merchants using the 3PL services) to access the Service as authorized users under its account, solely for Customer’s internal business purposes. Customer is responsible for all use of the Service by its authorized users and shall ensure each user complies with these Terms. If Customer becomes aware of any unauthorized access to the account or Service, it shall promptly notify Cybership.

Customer agrees to use the Service only for lawful purposes and in accordance with these Terms. Customer shall not: (a) use the Service for any illegal or unauthorized purpose, or in violation of any applicable law or regulation; (b) transmit, store, or introduce into the Service any viruses, malware, worms, Trojan horses, or other harmful code, or otherwise use the Service in a manner that could damage, disable, or impair the Service or interfere with any other party’s use; (c) attempt to gain unauthorized access to the Service or its related systems or networks; (d) use the Service to commit, attempt to commit, or facilitate any fraud or misappropriation of data; or (e) upload or transmit any content that infringes any third party’s intellectual property or other rights, or that is defamatory or otherwise unlawful. Violation of this Acceptable Use provision may result in immediate suspension or termination of Service, at Cybership’s sole discretion, in addition to any other remedies available at law.

Customer is responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access, or otherwise use the Service (such as hardware devices, internet connection, and compatible software). Cybership may from time to time update or modify the Service (e.g., by adding or removing features) as part of ongoing improvement efforts. Cybership will use reasonable efforts to ensure that no such modification materially reduces the core functionality of the Service during a subscription term.

Subject to these Terms and any Order Form or subscription agreement, Cybership hereby grants Customer a limited, non-exclusive, non-transferable, revocable license to access and use the Service during the term for its internal business operations in managing warehouse and logistics activities. All rights not expressly granted to Customer are reserved by Cybership and its licensors. Customer may not sub-license, assign, or otherwise transfer the Service or this license to any third party except as expressly permitted in these Terms.

Customer acknowledges that Cybership (and/or its licensors) owns and retains all right, title, and interest in and to the Service, including all software, technology, algorithms, designs, know-how, and documentation, and all improvements, modifications or derivative works thereof, as well as all Cybership trademarks, logos, and brand features. The Service (including all content and materials provided by Cybership) is protected by copyright, trade secret, and other intellectual property laws. Except for the limited use rights granted to Customer in Section 3.1, nothing in these Terms transfers any ownership of Cybership’s intellectual property to Customer. Customer shall not remove or alter any proprietary notices on the Service or any Cybership materials.

Customer shall not (and shall not permit any third party to) do any of the following: (a) copy, modify, adapt, translate, or create derivative works of the Service (or any software underlying the Service); (b) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code or structure of the software used in the Service (except to the extent such restriction is prohibited by applicable law); (c) rent, lease, lend, sell, sublicense, distribute, or otherwise transfer the Service to any third party, or provide the Service on a timesharing, service bureau, or similar basis; or (d) use or access the Service for the purpose of building a competitive product or service or for benchmarking or competitive analysis (except that this does not prohibit Customer’s internal benchmarking for its own business improvement). Customer may export or download its own Customer Data from the Service at any time during the term of use, as permitted by the Service’s functionality, and such exported data is for Customer’s lawful use only.

If Customer or its users provide any suggestions, feedback, or improvement ideas to Cybership regarding the Service (“Feedback”), Cybership shall own all right, title, and interest in and to such Feedback. Customer hereby irrevocably assigns to Cybership all rights in any Feedback and agrees that Cybership has the right to use and implement any Feedback in any manner, without any attribution or compensation to Customer. Feedback is not considered Customer Data or Confidential Information, and may be used by Cybership to improve or enhance its products and services.

As between the parties, Customer retains all right, title, and interest in and to Customer Data. Cybership does not claim ownership of Customer Data. Customer grants to Cybership a worldwide, non-exclusive, royalty-free license to host, use, process, display, copy, and transmit Customer Data solely as necessary to provide the Service and related services to Customer and to otherwise fulfill its obligations under these Terms. This includes the right for Cybership to use and modify Customer Data for purposes of technical processing and transmission (e.g., adapting data to meet technical requirements of connecting networks or devices) and as otherwise provided in these Terms. Except for the limited license granted in this Section and the rights expressly provided in Section 4.5 (Aggregated Data), Cybership acquires no right, title, or interest from Customer in or to Customer Data, and Customer Data remains the sole property of Customer.

Customer is solely responsible for the accuracy, quality, and legality of Customer Data and the means by which Customer acquired such data. Customer represents and warrants that it has all necessary rights and permissions to provide the Customer Data to Cybership for processing in connection with the Service. If any Customer Data contains personal information (for example, names and addresses of Customer’s clients or end-consumers), Customer represents that it has obtained all necessary consents or has another valid legal basis to allow Cybership to process such personal data for the purposes of providing the Service. Customer shall not upload or submit to the Service any sensitive personal information that is not needed for the operation of the Service – for example, Customer should not input social security numbers, financial account passwords, credit card details (except in designated secure payment fields), or health/medical information into the general Service data fields. The Service is not intended to be used for collecting or managing highly sensitive personal data, and Cybership will not be liable for any damages resulting from Customer’s use of the Service to process such sensitive information contrary to this agreement. (Any credit card information provided to Cybership for billing is handled in an encrypted and secure manner in accordance with our policies.)

Except as expressly permitted in these Terms, Cybership will not access, use, or disclose Customer Data other than as necessary to provide the Service, comply with applicable law, or as authorized by Customer. Cybership will maintain commercially reasonable administrative, physical, and technical safeguards designed to protect the security, confidentiality, and integrity of Customer Data, in accordance with industry standards. Cybership will not materially modify Customer Data, nor disclose Customer Data to third parties, except: (a) as compelled by law or valid legal order (and then we will, where legally permitted, notify Customer of the disclosure); (b) as expressly permitted by Customer in writing; or (c) to the extent necessary to perform data processing activities for purposes of providing the Service or addressing technical problems (for example, making backups, debugging performance issues, or assisting Customer with support requests). Any processing of personal data by Cybership on behalf of Customer will be conducted in accordance with the Cybership Privacy Policy and, if applicable, a Data Processing Addendum (“DPA”) that complies with laws like the GDPR. If Customer is subject to GDPR or similar regulations and requires a DPA, Customer can request one from Cybership. By using the Service, Customer acknowledges and consents that Customer Data (including personal data) may be processed by Cybership in the United States or other jurisdictions, and will be handled in accordance with our Privacy Policy and applicable data protection laws.

Cybership understands that Customer’s data may include information about Customer’s own clients and business relationships (for example, the merchants or brands for whom a 3PL is providing warehousing services, and those clients’ end customers). Cybership will not use Customer Data, including any customer lists, order information, or pricing data, to knowingly solicit or contact Customer’s clients or end-customers for the purpose of offering them similar services in competition with Customer. In other words, Cybership will not exploit the Customer Data you provide to us in order to poach your clients. This restriction does not prevent Cybership from marketing its services generally (without use of Customer’s Confidential Information) or from engaging in projects explicitly authorized by Customer. It also would not apply if a prospective client independently contacts Cybership or is referred to Cybership through means unrelated to the use of Customer Data. This provision is intended to preserve trust and align with industry practices for WMS providers dealing with 3PLs, similar to commitments made by other WMS providers.

Notwithstanding the foregoing subsections, Cybership shall have the right to collect, compile, and analyze data and information relating to the use and performance of the Service (including Customer Data and data of other customers) and to use such information in aggregated or anonymized form. Customer agrees that Cybership may monitor Customer’s use of the Service and gather data related to Service usage, and Cybership may use and disclose data derived from Customer Data or Customer’s use of the Service in aggregate, anonymous form. Such Aggregated Data will not include any information that identifies Customer, Customer’s business, or any individual personally. Customer agrees that Cybership may use, reproduce, distribute, and prepare derivative works of Aggregated/Anonymized Data for any lawful purposes, including but not limited to service analytics, operational benchmarking, industry reports, and improving or marketing Cybership’s services, provided that in doing so Cybership does not reveal any Customer identity or any personally identifiable information of any individual. For example, Cybership might analyze aggregate trends to publish a report on warehouse productivity across all customers, or use aggregated metrics to improve resource allocation within the Service. Customer further acknowledges that it is an industry-standard practice for SaaS and WMS providers to utilize anonymized usage data in this way, and that such use by Cybership is made in good faith and for legitimate purposes to enhance service offerings. All right, title, and interest in Aggregated/Anonymized Data (and any insights, benchmarks, or analytics resulting from it) belong to and are the exclusive property of Cybership. Cybership will not be obligated to provide an accounting of such data use to Customer.

During the term of service, Customer will generally have access to Customer Data stored in the Service, and can export or download data through the Service’s standard functionality. Upon termination of the Service (and after any post-termination data access period we may offer), Cybership may delete or render unreadable all Customer Data in its possession, except as otherwise prohibited by law or as retained in routine backup archives (which remain subject to these Terms until deletion). Cybership is not obligated to retain Customer Data after the termination of Customer’s account, so Customer should export any required information before the account is closed. However, Cybership may retain certain minimal Customer Data for the limited purposes of billing, legal compliance, dispute resolution, or enforcement of these Terms, in accordance with our Privacy Policy.

Each party (the “Receiving Party”) agrees to keep confidential and not disclose the Confidential Information of the other party (the “Disclosing Party”) except to its employees, contractors, or advisors who need to know it in connection with performing this agreement and who are bound by confidentiality obligations at least as protective as those herein. The Receiving Party will use the same degree of care to protect the Disclosing Party’s Confidential Information as it uses to protect its own confidential information of a similar nature, and in no event less than a reasonable standard of care. The Receiving Party will not use the Disclosing Party’s Confidential Information for any purpose outside the scope of these Terms, and will not disclose it to any third party without the Disclosing Party’s prior consent, except as otherwise permitted by these Terms.

Confidential Information does not include information that: (a) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party; (b) was independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information, as evidenced by written records; or (c) is obtained by the Receiving Party from a third party that, to the Receiving Party’s knowledge, was not under any confidentiality obligation to the Disclosing Party. Additionally, the Receiving Party may disclose Confidential Information to the extent required by law or court order, provided that (unless prohibited by law) the Receiving Party gives prompt notice to the Disclosing Party to enable it to seek a protective order or otherwise prevent or limit the disclosure.

Upon written request by the Disclosing Party, the Receiving Party will promptly return or destroy all Confidential Information of the Disclosing Party in its possession or control, and certify in writing to such return or destruction, except to the extent that retention of certain data is required by law or that such data is stored in a manner that returning or destroying is not feasible (e.g., archived on backup systems); in which case the Receiving Party will continue to protect such information as Confidential Information. Cybership’s obligations to maintain the confidentiality of Customer Data are also governed by Section 4 (Data Usage and Privacy) above. In the event of any conflict between the provisions of Section 4 and this Section 5, the more specific provisions of Section 4 shall govern with respect to Customer Data.

Customer agrees to pay all applicable fees for the Service as set forth in a separate ordering document, service order, or pricing schedule accepted by both parties (an “Order Form”) or as otherwise agreed in writing. Fees may include subscription fees (e.g., monthly or annual license fees), usage-based fees (for example, based on transaction volume, users, or other metrics), and any one-time setup, integration, or professional service fees if applicable. All fees are stated and shall be paid in U.S. Dollars, unless otherwise specified.

If Customer is paying by credit card or electronic payment, Customer authorizes Cybership to charge such payment method for all fees due. If invoiced, all invoices are due net 30 days from invoice date, unless otherwise specified on the Order Form. Late payments may accrue interest at the rate of 1.5% per month (or the highest rate allowed by law, if lower) on the outstanding balance from the due date until paid. Customer is responsible for any applicable sales, use, value-added, or similar taxes (excluding taxes on Cybership’s net income) imposed by applicable law on the services provided, and such taxes will be added to the fees and invoiced unless Customer provides a valid tax-exemption certificate.

If Customer’s account is overdue on payment and fails to cure such default within ten (10) business days after written notice from Cybership, Cybership reserves the right to suspend Customer’s access to the Service until payment is made in full. Cybership will provide notice (e.g., by email) prior to suspension. Fees will continue to accrue during any period of suspension.

Except as expressly provided otherwise in these Terms or required by law, all payments are non-refundable. Partial usage of a subscription period does not entitle Customer to a refund or credit for unused time. If Cybership terminates these Terms or the Service for uncured material breach by Customer, any fees paid in advance for the remaining term will be forfeited. In the event of termination by Customer for Cybership’s uncured material breach, Customer will be entitled to a pro-rata refund of any prepaid fees for the terminated portion of the Service.

These Terms commence on the Effective Date and will remain in effect until terminated as provided herein. If Customer has subscribed to the Service for a defined subscription term (e.g., one year), these Terms will continue for that initial term and any renewal terms, unless earlier terminated in accordance with this Section. Subscription terms will automatically renew for additional like periods (e.g. month-to-month or year-to-year) unless either party gives notice of non-renewal at least thirty (30) days before the end of the then-current term or as otherwise specified in an Order Form.

Customer may terminate these Terms (and cancel its account) for convenience at any time by providing written notice to Cybership (such as via email or through the account management settings), however, early termination may not entitle Customer to any refund of prepaid fees (see Section 6.4). Simply discontinuing use of the Service will also be deemed a termination by Customer. Customer remains responsible for any accrued fees or charges up to the date of termination.

Cybership may terminate these Terms or suspend Customer’s access to the Service immediately upon notice if: (a) Customer materially breaches any provision of these Terms and fails to cure the breach within thirty (30) days after receiving notice of the breach (or within 10 days for payment defaults); or (b) Customer ceases operations, becomes insolvent, or is subject to any bankruptcy or similar proceeding. Additionally, Cybership reserves the right to terminate or suspend the Service at any time if required by law or if Customer’s use of the Service poses a security or legal risk to Cybership or other customers. In urgent circumstances (e.g., to prevent unauthorized access or data loss), Cybership may suspend access without prior notice, provided that notice will be given as soon as practicable thereafter.

Upon any termination or expiration of these Terms: (i) Customer’s license to access and use the Service will immediately terminate, and Customer must cease all use of the Service; (ii) any outstanding payment obligations of Customer will become due and payable immediately; and (iii) each party will promptly return or destroy (at the disclosing party’s request) any remaining Confidential Information of the other party in its possession (subject to Section 5.3 regarding backup copies). Cybership may provide limited access to the account for a period of time (e.g., 30 days) solely to allow Customer to retrieve any remaining Customer Data, but is not obligated to do so unless otherwise required by law or a DPA. Customer acknowledges that after such period, Customer Data may be irrevocably deleted from the active systems of the Service. Termination of these Terms shall not prejudice any rights or liabilities accrued by either party up to the date of termination.

Any provision of these Terms that by its nature should survive termination (including but not limited to provisions on Customer Data ownership, Aggregated Data rights, confidentiality, warranty disclaimers, indemnities, limitations of liability, and governing law/dispute resolution) shall survive the expiration or termination of these Terms.

Customer represents and warrants that: (a) it has the legal right and authority to enter into these Terms and to perform its obligations hereunder; (b) it has obtained all necessary rights, consents, and permissions to provide the Customer Data to Cybership and to allow Cybership to process it as contemplated by these Terms; and (c) its use of the Service will comply with all applicable laws and regulations, including those relating to data privacy, export control, and consumer protection.

Cybership represents and warrants that: (a) the Service will materially perform in accordance with its documentation or the specifications set forth in the applicable Order Form, under normal use and circumstances; and (b) Cybership has the legal power to enter into these Terms. In the event of a breach of the warranty in subsection (a), Customer’s sole and exclusive remedy, and Cybership’s sole liability, will be for Cybership to use commercially reasonable efforts to correct the non-conforming Service functionality at no additional charge to Customer. If Cybership is unable to resolve the defect or issue in a manner that materially restores the warranted functionality, either party may terminate the affected Service for cause, and Customer may as a remedy receive a pro-rata refund of any pre-paid fees for the unused portion of the subscription term. These warranties do not apply to any beta or trial services (which are provided “as is”), or to any issues caused by third-party equipment, software, or other services used by Customer.

Except as expressly provided in these Terms, the Service and all related software and services are provided “AS IS” and “AS AVAILABLE,” without any representations or warranties of any kind. To the maximum extent permitted by law, Cybership hereby disclaims all other warranties and conditions, express or implied, including any implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, or arising from a course of dealing or usage of trade. Cybership does not guarantee that the Service will be uninterrupted, error-free, or completely secure. Customer acknowledges that Cybership does not warrant: (i) the operation or availability of the Service will be uninterrupted or error-free at all times; (ii) that the Service will meet Customer’s requirements or achieve any intended results; (iii) the accuracy, reliability, or timeliness of any information or content obtained through the Service; or (iv) that the Service (or any systems, servers or data transmitted through it) will be free of viruses or other harmful components. No advice or information obtained from Cybership or through the Service shall create any warranty not expressly stated in these Terms.

Customer may choose to use or integrate third-party services or software with the Cybership Service (for example, shipping carriers, e-commerce platforms, or other integrations). Any such third-party services are provided by third parties, not by Cybership, and Cybership makes no representation or warranty with respect to any third-party service. Customer’s use of third-party services is at its own risk and may be subject to the third party’s terms. Cybership is not responsible for any disclosure, modification, or deletion of Customer Data resulting from access by such third-party services or providers. Cybership may, at its discretion, assist with technical interfaces to third-party services, but it does not guarantee continued compatibility or maintenance of any integration.

From time to time, Cybership may offer Customer the opportunity to try beta or early-access features of the Service (identified as “Beta” or “Pilot” or with similar designation). Such Beta services are provided on an as-is basis for evaluation only and not for production use, and may be subject to additional terms. Beta services are experimental and may be changed or discontinued at any time. Cybership provides no warranties and assumes no liability for Beta services (Customer’s use of Beta features is entirely at its own risk).

To the fullest extent permitted by law, in no event will Cybership or its affiliates, officers, employees, agents, or suppliers be liable to Customer or any third party for any indirect, special, incidental, consequential, or punitive damages whatsoever. This exclusion covers any damages for lost profits, lost or corrupted data, business interruption, or loss of goodwill or privacy, or the inability to use the Service, or any other commercial or economic loss, arising out of or related to these Terms or Customer’s use of (or inability to use) the Service, even if Cybership has been advised of the possibility of such damages. The foregoing exclusion applies regardless of the theory of liability (contract, tort, negligence, strict liability, etc.) and even if any limited remedy herein is found to have failed of its essential purpose.

Cybership’s total cumulative liability arising out of or relating to these Terms or the Service, from all causes of action and under all theories of liability, will not exceed the total amount of fees actually paid by Customer to Cybership under these Terms in the twelve (12) months immediately preceding the event giving rise to the claim. If Customer has paid no fees to Cybership (for example, during a free trial period), Cybership’s total liability for all claims shall not exceed US $100. The existence of multiple claims or suits will not enlarge this limitation.

The limitations and exclusions of liability in this Section 9 shall not apply to the extent prohibited by applicable law, and in particular do not apply to liability for death or personal injury caused by a party’s gross negligence or willful misconduct, or for fraud, or for any other liability that cannot lawfully be excluded or limited. In addition, the limitations of liability shall not apply to Customer’s indemnity obligations under Section 10, or to Customer’s payment obligations, or to Customer’s liability for its infringement or misappropriation of Cybership’s intellectual property or Confidential Information.

The parties acknowledge that the fees set forth in the agreement reflect the allocation of risk between the parties and that Cybership would not have entered into these Terms or provided the Service to Customer without the limitations of liability and disclaimers of warranties as stated herein. These limitations shall apply even if any limited remedy provided in these Terms is found to fail of its essential purpose.

Customer agrees to defend, indemnify, and hold harmless Cybership and its affiliates, and their respective officers, directors, employees, and agents, from and against any and all third-party claims, demands, suits or proceedings (“Claims”) and all related liabilities, damages, losses, judgments, and expenses (including reasonable attorneys’ fees and costs) arising out of or relating to: (a) Customer’s use of the Service in violation of these Terms or applicable law; (b) any Customer Data or materials provided by Customer (including any allegation that Customer Data or the use of it by Cybership as contemplated by these Terms infringes or misappropriates the intellectual property or privacy rights of a third party, or that Customer Data is defamatory or unlawful); or (c) Customer’s gross negligence or willful misconduct. Cybership will promptly notify Customer of any Claim for which it seeks indemnification (provided that failure to give prompt notice will only relieve Customer of its indemnification obligations to the extent materially prejudiced by that failure). Customer may not settle any Claim in a manner that admits fault or liability of Cybership or imposes obligations on Cybership without Cybership’s prior written consent. Cybership may participate in the defense with its own counsel at its own expense.

Cybership shall defend Customer against any third-party Claim alleging that the Service, as provided by Cybership and used by Customer in accordance with these Terms, directly infringes a valid U.S. patent or copyright, or misappropriates a third party’s trade secret, and shall indemnify Customer from any damages, costs, and expenses finally awarded against Customer as a result of such Claim, or for amounts paid in settlement of such Claim approved by Cybership. Cybership’s obligations in this Section 10.2 do not apply to Claims to the extent arising from (i) any Customer Data or third-party materials contributed by or on behalf of Customer; (ii) Customer’s use of the Service in violation of these Terms or in a manner not intended by Cybership; or (iii) modification of the Service by anyone other than Cybership or use of a non-current version of the Service, if the Claim would have been avoided by using the unaltered or current version. If the Service becomes the subject of an infringement claim, or if Cybership reasonably believes it is likely to, Cybership may, at its option and expense, either: (1) procure the right for Customer to continue using the Service; (2) replace or modify the Service so that it becomes non-infringing (while substantially preserving its functionality); or (3) if Cybership determines that neither of the foregoing options is reasonably available, terminate Customer’s access to the Service and refund any pre-paid fees covering the remaining term of the subscription. This Section states Cybership’s exclusive liability, and Customer’s exclusive remedy, for any third-party intellectual property claims.

The indemnified party shall (a) promptly notify the indemnifying party in writing of any Claim (however, a failure to promptly notify will relieve the indemnifier of its obligations only if it is materially prejudiced by the delay); (b) give the indemnifying party sole control of the defense and settlement of the Claim (provided that the indemnifying party may not settle any Claim without the indemnified party’s prior written consent if the settlement contains an admission of fault or any obligations on the indemnified party other than the payment of money which the indemnifying party agrees to pay); and (c) provide the indemnifying party with all reasonable assistance, at the indemnifying party’s expense, in defending the Claim.

Cybership may amend or update these Terms from time to time. If we make material changes, we will provide notice to Customer by posting the revised Terms on our website (or through the Service interface) and updating the “Effective Date” at the top, or by other reasonable notification method. Any such amended Terms will become effective as of the date of posting (unless a later date is specified). By continuing to use the Service after the new Terms take effect, Customer indicates acceptance of the updated Terms. If Customer does not agree to any change, it may terminate the Service before the updated Terms take effect. It is Customer’s responsibility to check for updates to these Terms periodically. Cybership reserves the right to make changes to the Service or to introduce new fees or adjust existing fees, upon advance notice to Customer (which may be provided through the Service or via email). Any Order Form or signed agreement with Customer can only be modified by a written amendment signed by both parties, unless otherwise expressly provided therein.

These Terms shall be governed by and construed in accordance with the laws of the State of Kansas, USA, and the federal laws of the United States applicable therein, without regard to its conflict of law principles. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms and is expressly excluded.

The parties irrevocably and unconditionally submit to the exclusive jurisdiction of the state and federal courts located in Johnson County, Kansas (or the appropriate Kansas federal court) for the purpose of resolving any dispute or claim arising out of or relating to these Terms or the Service. Each party waives any objection to jurisdiction and venue in such courts, including any defense of forum non conveniens, provided that either party may seek injunctive relief or enforcement of judgments in any jurisdiction as necessary.

In the event of any dispute, claim, or controversy arising out of or relating to these Terms or the Service, the parties will first attempt in good faith to resolve the dispute informally. If such dispute is not resolved through negotiation within thirty (30) days, either party may, at its discretion, elect to have the dispute finally resolved by binding arbitration in the state of Kansas, under the rules of the American Arbitration Association (AAA). If neither party elects arbitration, the dispute may proceed in court as provided above. If arbitration is elected, the arbitration will be conducted by a single neutral arbitrator, in English, and the arbitrator will have authority to award any relief that a court of competent jurisdiction could award, except that no class or collective arbitration shall be permitted (Customer may only resolve disputes with Cybership on an individual basis). Judgment upon the arbitrator’s award may be entered in any court of competent jurisdiction. By agreeing to arbitration, the parties understand that they are waiving certain rights to sue in court or to have a jury trial. This arbitration provision does not apply to either party’s claims for injunctive relief or intellectual property infringement, which may be brought at any time in the courts specified above.

In any action or proceeding to enforce rights under these Terms, the prevailing party will be entitled to recover its reasonable costs and attorneys’ fees.

These Terms, together with any Order Forms, attachments, and referenced documents (such as a DPA or Acceptable Use Policy), constitute the entire agreement between Customer and Cybership regarding the Service and supersede all prior or contemporaneous agreements, understandings, and communications, whether written or oral, relating to the subject matter hereof. In the event of a conflict between these Terms and any Order Form or addendum, the terms of the Order Form or addendum (as signed by both parties) shall prevail, but only with respect to the subject matter of that Order Form or addendum.

The parties are independent contractors. These Terms do not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties. Neither party has authority to bind the other or to incur any obligation on the other’s behalf.

Customer may not assign or transfer any of its rights or obligations under these Terms, whether by operation of law or otherwise, without Cybership’s prior written consent, except that Customer may assign these Terms in their entirety (including all Order Forms) to its successor in interest in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets, provided that the assignee agrees in writing to assume all obligations under these Terms. Cybership may assign or transfer these Terms freely to any affiliate or in connection with a merger, acquisition, reorganization, or sale of assets, or by operation of law. Any attempted assignment in violation of this section is void. These Terms shall bind and inure to the benefit of the parties, their successors, and permitted assigns.

There are no third-party beneficiaries to these Terms; rights under these Terms are only for the benefit of the contracting parties (and permitted assigns), and not for any other entity or person, including Customer’s clients. For clarity, Customer’s end customers do not have any rights against Cybership under these Terms.

The Service and related software may be subject to export laws and regulations of the United States and other jurisdictions. Each party represents that it is not named on any U.S. government denied-party list. Customer shall not permit any user to access or use the Service in a U.S.-embargoed country or region (currently including, for example, Cuba, Iran, North Korea, Syria, or Crimea) or in violation of any U.S. export law or regulation.

If Customer is a U.S. federal government agency or contractor, the Service is provided as “Commercial Computer Software” and “Commercial Computer Software Documentation,” and absent a separate written agreement, the government’s rights in the Service are limited by these Terms, pursuant to FAR 12.212 and DFARS 227.7202-3, as applicable.

Neither party shall be liable for any delay or failure in performance (excluding payment obligations) due to circumstances beyond its reasonable control, including acts of God, war, terrorism, civil unrest, labor shortages or strikes, electrical or internet outages, supply chain disruptions, pandemic, governmental action, or other events of force majeure. The affected party will give notice of the event and use reasonable efforts to resume performance as soon as practicable.

If any provision of these Terms is held by a court or arbitrator of competent jurisdiction to be invalid, illegal, or unenforceable, that provision shall be enforced to the maximum extent permissible and the remaining provisions of these Terms will remain in full force and effect. The parties will negotiate in good faith a valid and enforceable provision that is as similar as possible to the stricken provision, to reflect the original intent.

The failure of either party to enforce any provision of these Terms or to exercise any right or remedy under these Terms shall not be construed as a present or future waiver of such provision, nor in any way affect the ability of either party to enforce each such provision thereafter. An effective waiver must be in writing and signed by the party granting the waiver.

All notices required or permitted under these Terms shall be in writing and shall be deemed given: (a) when delivered personally; (b) when sent by electronic mail to the email address on record (with no bounce-back or failure notice, and with a confirmation copy sent by another method within one business day); (c) one business day after being sent by reputable overnight courier; or (d) three business days after being mailed by registered or certified U.S. mail (return receipt requested), postage prepaid. Notices to Cybership must be sent to the contact information specified on our website (or as otherwise designated by us in writing). Notices to Customer may be sent to the contact information associated with Customer’s account.

Section headings in these Terms are for convenience only and have no legal effect in interpreting the provisions. Words like “including” or “e.g.” shall be construed as illustrative and not limiting. These Terms shall not be construed against the party that drafted them; both parties have had the opportunity to review and negotiate the Terms.

If these Terms are being agreed to via a signed document, it may be executed in counterparts, which together will constitute one instrument. Delivery of a signed counterpart by PDF or other electronic means shall be effective as delivery of a manually signed counterpart. In all other cases, checking a box or clicking “I Agree” (or similar action) to accept these Terms electronically, or using the Service after being presented with these Terms, shall constitute an electronic signature and signify Customer’s acceptance of these Terms as of that date, to the same extent as an original signature.

By using Cybership’s Service, you acknowledge that you have read, understood, and agree to these Terms of Service. We strive to balance clarity and legal precision in our terms, and we have incorporated provisions common in the warehouse management software (WMS) industry regarding data access and usage. For any questions about these Terms, please contact us at legal@cybership.com.