Terms of Service

August, 28th, 2026

(a) Welcome to OrderMesh ("OrderMesh" or"we" and its derivatives), a service provided by OrderMesh Inc., aMinnesota corporation with a principal place of business at 1725 Roe CrestDrive, North Mankato, Minnesota 56003. OrderMesh makes available a multi-componentSaaS platform (the "Platform") and provides related services (thePlatform and all related services, collectively, the "Services") thatenable merchants, brands, and platform operators to dynamically route andmanage orders across a network of third-party print-on-demand and fulfillmentproviders. As used herein, "you" and "user" are usedinterchangeably and refer to any individual that accesses the Platform or usesthe Services and/or the entity named as the account holder. If you are enteringinto these Terms on behalf of an entity, you represent and warrant that youhave the authority to bind such entity to these Terms.

(b) By accessing and using the Services, you (“Customer”) areentering into a binding agreement with OrderMesh Inc. The terms and conditionsof that agreement are set forth in these Terms of Service (the"Terms") and our Privacy Policy, available athttps://www.ordermesh.com/privacy-policy/. Please read these Terms and thePrivacy Policy carefully. IF YOU DO NOT AGREE TO THESE TERMS IN THEIR ENTIRETY,YOU MAY NOT USE THE SERVICES. BY USING THE SERVICES, YOU CONSENT TO BE BOUND BYTHESE TERMS AND THE PRIVACY POLICY.

(c) These Terms govern access to the Services for users whoare not party to a fully executed Master Subscription Agreement("MSA") with OrderMesh. If you have a signed MSA in effect, thatagreement governs your use of the Services and controls in the event of anyconflict with these Terms.

(d) Your use of certain Services may be subject toadditional terms ("Supplemental Terms"), which will either be listedin these Terms or presented for your acceptance when you sign up to use theapplicable Service. In the event of a conflict between these Terms and anySupplemental Terms, the Supplemental Terms will control with respect to theapplicable Service.

(e) These Terms do not apply to the practices of thirdparties that we do not own or control, including any third-party websites,services, and applications ("Third-Party Services") that you mayaccess through the Services. We are not responsible for the content orpractices of Third-Party Services and provide links to them solely for yourconvenience.

(f) WE MAY CHANGE THESE TERMS AT ANY TIME. When we do, wewill post the updated Terms at this page and update the effective date above.For existing users, material changes will be effective thirty (30) days afternotice is posted or delivered by email; for new users, changes are effectiveimmediately. Your continued use of the Services after the effective date of anychange constitutes your acceptance of the updated Terms.

(g) If you have any questions about these Terms, please contact us at partnersupport@ordermesh.com.

The following capitalized terms have the meanings set forthbelow. Additional defined terms appear throughout these Terms.

 1.1 "Affiliate" means any entity that directly or indirectlycontrols, is controlled by, or is under common control with a party, where"control" means ownership of more than fifty percent (50%) of thevoting interests of the subject entity.

1.2  "BetaServices" means any Services made available with a beta, pilot, preview,limited release, or similar designation.

1.3  "CustomerContent" electronic content, data and information submitted or uploaded byor for Customer or Users to the Services in connection with Customer’s use ofthe Services, such as content, materials, images, graphics, photographs, audioclips, video clips and any intellectual property rights (including copyright,trademark, moral right, right of publicity or any other intellectual propertyor proprietary right arising under the laws of any jurisdiction), in any of theforegoing.

1.4  "CustomerData" means electronic content, data and information submitted or uploadedby or for Customer or Users to the Services in connection with (a) the creationor administration of its OrderMesh accounts, such as first and last name, username and email address of a User or Customer’s billing contact, and (b)Customer Content.

1.5  "CustomerSystems" means the systems, platforms, services, software, devices,hardware, sites, and networks used by Customer or Users in connection with theServices, including any third-party storefronts, marketplaces, ERPs, or ordermanagement systems connected to the Platform.

1.6 "Documentation" means OrderMesh's applicable servicedocumentation, user guides, and policies, as updated from time to time and madeavailable to Customer.

1.7 "Fulfillment Partner" means an independent third-partyprint-on-demand producer, fulfillment center, shipping carrier, or otherproduction or logistics provider participating in the OrderMesh network.

1.8  "OrderForm" means an ordering document or online order specifying the Servicesto be provided, entered into between OrderMesh and an authorized representativeof Customer, including any addenda and supplements thereto.

1.9 "Platform" means OrderMesh's proprietary cloud-based orderrouting and fulfillment orchestration software, including all associatedmodules, APIs, integrations, and interfaces made available as part of theServices.

1.10 "Services" means the Platform and any related professionalservices, support, or ancillary offerings purchased by Customer under an OrderForm or through the Platform's online purchasing portal, as described in theapplicable Documentation.

1.11  "UsageData" means information about Customer's configuration and use of theServices, including feature utilization, routing performance metrics, andaggregate throughput data, which does not constitute Customer Content.

1.12 "User" means each individual authorized by Customer to accessthe Services under Customer's Account, including Customer's and its Affiliates'employees, contractors, consultants, and agents.

(a) Overview

OrderMesh provides a dynamic order routing and fulfillmentorchestration Platform that enables merchants, brands, and platform operatorsto intelligently distribute and manage orders across a network they design. ThePlatform ingests order data from connected Customer Systems and transmits orderdata to a third-party Fulfillment Partner for production and shipment.OrderMesh does not itself manufacture, produce, hold inventory for, orphysically ship products. All physical production and fulfillment is performedexclusively by independent Fulfillment Partners.

(b) Access and Use Rights

Customer will be responsible forproviding its own Internet access to their Services. OrderMesh may specifyreasonable procedures according to which Customer may establish and obtain suchaccess to and use of the features and functions of the Services through theInternet, including, without limitation, provision of any access codes,passwords, websites, connectivity standards or protocols, or any other relevantprocedures.

(c) Availability

OrderMesh commits to make the Services available at least99.9% of the time in any calendar month (the "AvailabilityStandard"), exclusive of downtime caused by any of the following("Exceptions"): (i) Customer's breach of these Terms or an OrderForm; (ii) Customer's failure to configure or use the Services in accordancewith the Documentation; (iii) failures of or issues with Customer Systems; (iv)Force Majeure events described in Section 15; (v) OrderMesh's suspension ofaccess to the Services; or (vi) scheduled maintenance for which OrderMeshprovides advance notice by email or through the Services.

(d) Platform Modifications

OrderMesh may update, enhance, or modify the Platform fromtime to time to improve functionality, performance, or security. OrderMesh willuse commercially reasonable efforts to maintain backward compatibility wherefeasible. When material changes are introduced, OrderMesh will publish releasenotes and, where reasonably practicable, provide advance notice by email orthrough the Platform to minimize disruption to Customer's operations.

(e) Beta Services

OrderMesh may make Beta Services available to Customer.Unless otherwise set forth in an Order Form: (i) Beta Services may be subjectto fees upon expiration of any free or reduced-fee period; (ii) Beta Servicetrials have a default 30-day term; (iii) OrderMesh reserves the right todiscontinue or modify Beta Services at any time with or without notice; (iv)the Availability Standard in Section 2(c) and the OrderMesh warranty in Section11(b) do not apply to Beta Services; (v) OrderMesh's IP indemnificationobligation under Section 12(a) is subject to a cumulative cap of one thousanddollars ($1,000.00) with respect to Beta Services; and (vi) Customer maydiscontinue use of any Beta Service at any time without penalty. Beta Servicesare provided "AS IS" and "AS AVAILABLE" without warranty ofany kind.

(f) Fulfillment Partners

Fulfillment Partners are independent contractors and arenot employees, agents, or representatives of OrderMesh. OrderMesh does notguarantee any Fulfillment Partner's capabilities, quality, capacity, ordelivery timelines. Once an order has been accepted by a Fulfillment Partnerfor production, fulfillment execution is solely the Fulfillment Partner'sresponsibility.

(g) Third-Party Integrations

The Services may support connections to Third-PartyServices. Customer is responsible for obtaining and maintaining validcredentials, licenses, and data-sharing arrangements with any third-partysystems it connects to the Platform. Third-Party Services include PrintFulfillment partners. OrderMesh is not responsible for data loss, routingdisruptions, or service interruptions caused by changes to third-party APIs,rate limits, or system configurations outside OrderMesh's reasonable control.

(h) Support

OrderMesh will provide support to Users in accordance withthe OrderMesh Support Terms or as otherwise specified in the applicable OrderForm. Customer's sole and exclusive remedy for any failure by OrderMesh toprovide support with reasonable skill, care, and diligence is re-performance ofthe applicable support.

(a) Subscriptions

Unless otherwise provided in the applicable Order Form: (i)Services are purchased as subscriptions for the term stated in the Order Form;(ii) subscriptions may be added and subscription levels may be increased duringa subscription term; and (iii) any added or increased subscriptions willterminate on the same date as the underlying subscription. Customer agrees thatits purchases are not contingent on the delivery of any future functionality orfeatures, or dependent on any oral or written comments made by OrderMeshregarding future functionality or features.

(b) Customer Responsibilities

Customer will designate Users to access the Services andwill be responsible for all Users' compliance with these Terms, applicableOrder Forms, and the Documentation. Customer will: (i) be responsible forUsers’ compliance with these Terms and any Order Form; (ii) be responsible forthe accuracy, quality, and legality of all Customer Data, including the meansby which Customer acquired such data; (iii) obtain, maintain, and comply withthe terms and conditions of any Customer Systems, equipment, and ancillaryservices needed to connect to or use the Services; (iv) properly configure theServices in accordance with the Documentation, including enabling singlesign-on where applicable and securing all access credentials, passwords, APIkeys, tokens, and other authentication materials ("Customer Credentials");(iv) use commercially reasonable efforts to prevent unauthorized access to oruse of the Services and Customer Credentials, and notify OrderMesh promptly ofany known or suspected unauthorized access or use; and (v) use the Servicesonly in accordance with these Terms, applicable Order Forms, the Documentation,and all applicable laws and regulations.Customer shall ensure that Customer Data does not include:(i) government-issued identification numbers, including Social Securitynumbers; (ii) personal financial account information; (iii) special categoriesof personal data subject to Article 9 of the GDPR; (iv) personal data relatingto criminal convictions subject to Article 10 of the GDPR; (v) (d) personaldata relating to criminal convictions and offenses subject to Article 10 of theGDPR; (vi) protected health information subject to HIPAA; or (vii) any otherinformation subject to heightened requirements under applicable law or industrystandards.

(c) Usage Restrictions

Customer will not, and will ensure that Users will not: (i)make any Service available to anyone other than Customer or authorized Users,or use any Service for the benefit of any third party, unless expresslypermitted in writing by OrderMesh; (ii) sell, resell, license, sublicense,distribute, rent, lease, or include any Service in a service bureau oroutsourcing offering; (iii) use a Service to store or transmit content that isinfringing, libelous, unlawful, tortious, or in violation of third-party privacyrights; (iv) use a Service to store or transmit malicious code, viruses, worms,time bombs, Trojan horses, or other harmful programs or components; (v)interfere with or disrupt the integrity, performance, or availability of theServices or any third-party data contained therein; (vi) attempt to gainunauthorized access to any Service or its related systems, networks, or data;(vii) use any Services to access or use any of OrderMesh intellectual propertyexcept as permitted under this Agreement, an Order Form or the Documentation,(h) modify, copy, or create derivative works based on a Service or any part,feature, function or user interface thereof, (viii) frame or mirror any part ofany Service, other than framing on Customer’s own intranets or otherwise forits own internal business purposes, (ix) except to the extent permitted byapplicable law, disassemble, reverse engineer, or decompile a Service or accessit to (1) build a competitive product or service, (2) build a product orservice using similar ideas, features, functions or graphics of the Service,(3) copy any ideas, features, functions or graphics of the Service, or (4)determine whether the Services are within the scope of any patent, engage in, or use the Services to facilitate, “brushing” or similar schemes, includingshipping unsolicited products to individuals for the purpose of generating fake, incentivized, or otherwise unauthorized reviews, ratings, or purchases;(xi) use the Services to manufacture, list, produce, ship, or otherwise deal incounterfeit, unauthorized, or infringing products, or to otherwise infringe,misappropriate, or facilitate the infringement or misappropriation of any thirdparty's intellectual property rights; or (xii) use the Services to facilitate,cause, or promote a violation of any agreement between Customer (or any selling partner or vendor on whose behalf Customer operates) and a marketplace orretail channel.

Any use of the Services in violation of this Section 3(c)that, in OrderMesh's judgment, threatens the security, integrity, oravailability of the Services or compliance with applicable law may result inOrderMesh's immediate suspension of the Services. OrderMesh will usecommercially reasonable efforts under the circumstances to provide Customerwith notice and an opportunity to remedy such violation prior to any suchsuspension, provided that the foregoing shall in no way limit OrderMesh's rightto suspend or terminate immediately in its sole discretion.

(d) Third-Party Services

OrderMesh may make available third-party content,applications, or services ("Third-Party Services"). When Customer orUsers access or use a Third-Party Service, they interact with the applicablethird party directly and do so at their own risk. If Customer does not agree toabide by the applicable terms and conditions for any Third-Party Services, thenCustomer should not install or use such Third-Party Services. OrderMesh is notresponsible for, and makes no warranties, express or implied, as to, theThird-Party Services or the providers of such Third-Party Services (includingwithout limitation the accuracy or completeness of the information provided bysuch Third-Party Service or the privacy practices of any third party).Inclusion of any Third-Party Service or a link thereto on the OrderMesh websitedoes not imply approval or endorsement of such Third-Party Service. OrderMeshis not responsible or liable for the content or practices of any Third-PartyService or third party, even if such Third-Party Service links to, or is linkedby, the OrderMesh website.

(e) Marketplace Channel Compliance

Where Customer uses theServices to route, fulfill, or otherwise support orders sold through athird-party marketplace or retail channel, Customer represents, warrants, andcovenants on an ongoing basis that: (i) Customer is not, and will not use theServices to become, engaged in brushing (the practice of shipping unsolicitedproducts to individuals to generate fake, incentivized, or unauthorized reviewsor ratings); (ii) Customer will not use the Services to infringe,misappropriate, or facilitate the infringement or misappropriation of any thirdparty's intellectual property rights, including by listing, producing, orshipping counterfeit or unauthorized products; and (iii) Customer will complywith, and will not use the Services to facilitate or promote any violation of,any agreement between Customer (or the selling partner or vendor on whosebehalf Customer operates) and any other marketplace or retail channel. A breachof this Section 3(e) is deemed a violation of Section 3(c) for all purposesunder these Terms, including OrderMesh's right to suspend immediately underSection 3(c) and to terminate under Section 14(c), notwithstanding any cureperiod otherwise provided therein.

(a) Overview

In addition to the routing and orchestration Platformdescribed in Section 2, OrderMesh offers a managed fulfillment service throughwhich OrderMesh acts as the vendor of record for print-on-demand transactionson Customer's behalf (the "Managed POD Service"). Under the ManagedPOD Service, OrderMesh manages the end-to-end fulfillment relationship withFulfillment Partners, including order placement, production coordination, andshipment. This Section 4 applies specifically to Customer's use of the Managed PODService and supplements the general Services terms set forth elsewhere in theseTerms.

(b) Orders

(i) Customer submits all orders to OrderMesh via theServices, and all required order information must be provided for the Servicesto accept and route an order. Customer is responsible for the accuracy of allorder information submitted, including recipient name and address, productselection, quantity, image files, design assets, and any other specifications.OrderMesh is not responsible for routing errors, production defects, ordelivery failures caused by inaccurate or incomplete order data submitted byCustomer, nor for any errors made by Customer during the order submissionprocess.(ii) By submitting an order through the Managed PODService, Customer represents and warrants that Customer has all necessaryrights to use any images, designs, artwork, or other content included in thatorder, and that the order does not violate any applicable law or the rights ofany third party. If Customer places an order which, in OrderMesh's solediscretion, may violate any law, infringe or misappropriate the rights of athird party, or be inappropriate, obscene, or otherwise objectionable, OrderMeshmay cancel the order. If OrderMesh nevertheless fulfills such an order,OrderMesh is not responsible for any resulting violations, infringement, ormisappropriation.(iii) OrderMesh will not accept orders without validpayment information or receipt of payment as otherwise set forth herein.

(c) Order Cancellations

Orders submitted through the Managed POD Service are notcancellable or modifiable once accepted by a Fulfillment Partner forproduction, as indicated by the platform status ("In Production" orequivalent). Customer should carefully review all order details prior tosubmission. If Customer believes a cancellation may be possible prior toproduction acceptance, Customer must contact OrderMesh immediately atpartnersupport@ordermesh.com. OrderMesh will use commercially reasonableefforts to accommodate such requests but cannot guarantee cancellation ormodification is possible.

(d) Image and File Requirements

Customer is responsible for ensuring that all image filesand design assets submitted through the Managed POD Service meet the technicalspecifications set forth in the Documentation. OrderMesh is not responsible forprint quality issues arising from files that do not conform to thosespecifications, and orders affected by non-conforming files are not eligiblefor replacement under Section 4(f).

(e) Fulfillment Partners and Delivery

All production and physical shipment of products orderedthrough the Managed POD Service is performed by independent FulfillmentPartners. While OrderMesh vets and monitors Fulfillment Partners, they areindependent contractors and are not agents, employees, or representatives ofOrderMesh. OrderMesh does not guarantee any Fulfillment Partner's productionquality, speed, or capacity for any particular order. Estimated production anddelivery timelines displayed in the Platform are estimates only and are notguarantees. Orders placed during periods of peak seasonal demand, includingNovember and December, may require additional production time beyond theestimates provided.When routing an order to a Fulfillment Partner under theManaged POD Service, OrderMesh acts as vendor of record on Customer's behalf.OrderMesh will work in good faith to address Fulfillment Partner performanceissues on Customer's behalf but is not liable for the independent acts, errors,or omissions of Fulfillment Partners.

(f) Returns and Replacements

OrderMesh will work with Customer and the applicableFulfillment Partner to address production issues arising from orders placedthrough the Managed POD Service. OrderMesh will facilitate a replacement orother appropriate remedy only where a product demonstrably materially fails toconform to the product specifications published in the Platform at the time theorder was placed.To request a remedy under this Section 4(f), Customer mustnotify OrderMesh within three (3) business days of confirmed delivery and mustprovide reasonable supporting documentation, including photographs and relevantorder details. OrderMesh is not responsible for products that are lost,damaged, or delayed by a shipping carrier after tender by the FulfillmentPartner.

(g) Fees for Managed POD Service

Fees for the Managed POD Service are as set forth in theapplicable Order Form, Master Service Agreement, or as displayed in thePlatform at the time of order. Shipping charges, applicable customs duties, andany relevant taxes are added to each order and are the sole responsibility ofCustomer. All such charges for an order must be received by OrderMesh prior toacceptance of the order for production, unless otherwise provided in anapplicable Order Form.

(a) To access the Services, Customer must create an account(an "Account"). Customer agrees to provide accurate, current, andcomplete information upon Account creation and to keep that information up todate at all times. OrderMesh may verify Account information at any time.

(b) Customer is solely responsible for maintaining theconfidentiality of Customer Credentials and for all activity occurring underCustomer's Account, whether or not authorized by Customer. If Customer believesits Account or any Customer Credentials have been compromised, Customer mustnotify OrderMesh immediately at security@ordermesh.com and change the affectedcredentials as soon as possible. OrderMesh is not liable for any loss or damagearising from Customer's failure to safeguard Customer Credentials.

(c)  Customer may request Account closure by contacting its OrderMesh account manager or submitting a written request to partnersupport@ordermesh.com. Account closure will not affect any obligationsoutstanding at the time of closure, including unpaid fees and in-progressorders, which will remain subject to these Terms until fully resolved.

(a) Privacy Policy. OrderMesh is committed to protectingyour privacy. All information collected and used in connection with theServices is subject to our Privacy Policy, available athttps://www.ordermesh.com/privacy-policy/, which is incorporated herein byreference.

(b) Protection of Customer Data. OrderMesh will implementand maintain reasonable, industry-standard technical and organizationalmeasures designed to protect the security, confidentiality, and integrity ofCustomer Data against unauthorized access, use, alteration, or disclosure.

(c) Usage Data. OrderMesh may collect and use Usage Data tomanage Customer's Account, calculate fees, provide and improve the Services andsupport, manage OrderMesh's business and operations, and develop aggregated oranonymized insights. OrderMesh's use of Usage Data is subject to itsconfidentiality obligations under Section 10 and its Privacy Policy.

(d) Aggregate Data. OrderMesh owns statistical andaggregated data derived from the operation of the Services ("AggregateData"). OrderMesh may use Aggregate Data to optimize and improve theServices and for other lawful business purposes, provided that Aggregate Datais de-identified such that it will not disclose the identity of Customer, anyUser, or any individual.

(e) Data Security Notifications. OrderMesh will notifyCustomer of any confirmed security breach affecting Customer Data in accordancewith applicable law.

(a) Payment for Services. Customer will pay all fees forthe Services in accordance with these Terms and the applicable Order Form(s).Unless provided otherwise in the applicable Order Form: (i) Service fees arefor annual subscriptions and are calculated on the basis of usage orsubscription tier; (ii) fees are payable in advance; (iii) all fees must bepaid in U.S. dollars; (iv) invoices are due within thirty (30) days of theinvoice date; (v) payment obligations are non-cancelable; and (vi) fees paidare non-refundable except as expressly set forth in these Terms. If Customer'sactual usage of a Service exceeds the purchased subscription level, Customerwill be automatically upgraded to the applicable higher tier and will pay theincremental increase, plus any applicable one-time upgrade fee. Customer isresponsible for providing complete and accurate billing and contact informationand for notifying OrderMesh promptly of any changes to such information.

(b) Payment Disputes. Customer must assert any good-faithdispute with respect to any invoice in writing within ten (10) days of receiptof the disputed invoice and promptly pay all undisputed amounts in accordancewith these Terms. Except in the event of a good-faith dispute timely andproperly asserted in accordance with this Section, if Customer fails to makeany undisputed payment when due, without limiting OrderMesh's other rights andremedies: (i) OrderMesh may charge interest on past-due amounts at the rate of1.5% per month, or the highest rate permitted under applicable law if lower;(ii) Customer will reimburse OrderMesh for all reasonable costs incurred incollecting overdue amounts, including reasonable attorneys' fees; and (iii) ifsuch failure continues for fifteen (15) or more days, OrderMesh may suspendCustomer's and Users' access to the Services until all overdue amounts are paidin full. OrderMesh will not exercise its suspension rights or apply interest onamounts that Customer disputes reasonably and in good faith, provided thatCustomer cooperates with OrderMesh to resolve the dispute and pays allundisputed amounts in accordance with these Terms.

(c) Taxes.OrderMesh's fees do not include taxes, levies, duties, or similar governmentalassessments of any nature ("Taxes"). Customer is responsible for allTaxes associated with its purchases under these Terms, excluding taxes onOrderMesh's net income, property, or employees. If OrderMesh is legallyobligated to pay or collect Taxes for which Customer is responsible, OrderMeshwill invoice Customer for such Taxes and Customer will pay that amount, unlessCustomer provides a valid tax exemption certificate from the appropriate taxingauthority. Customer will indemnify, defend, and hold harmless OrderMesh fromany liabilities, penalties, fines, and expenses arising from Taxes owed byCustomer hereunder.

(a) License to Services. Subject to these Terms and theapplicable Order Form(s), OrderMesh grants Customer a limited, non-exclusive,non-transferable, non-sublicensable right to access and use the Services solelyfor Customer's internal business purposes during the applicable subscriptionterm. All rights not expressly granted herein are reserved by OrderMesh.

(b) OrderMesh Ownership. As between the parties, OrderMeshowns all right, title, and interest in and to the Services, the Platform, theDocumentation, Usage Data, Aggregate Data, and all associated intellectualproperty rights, including the routing algorithms, software architecture,trademarks, and trade names (collectively, "OrderMesh IP"). Nothingin these Terms transfers any ownership interest in the OrderMesh IP toCustomer. Feedback, suggestions, enhancement requests, or corrections providedby Customer or Users relating to the Services ("Feedback") are herebyassigned to OrderMesh, and OrderMesh may use such Feedback without restrictionor any obligation to Customer.

(c) Customer Ownership. As between the parties, Customerowns all right, title, and interest in and to Customer Data, Customer Content,and Customer Systems, including all associated intellectual property rights.

(d) License by Customer. By submitting Customer Data to theServices, Customer grants OrderMesh, its Affiliates, and its subcontractors anon-exclusive, worldwide, royalty-free license to use, process, store,transmit, and display Customer Data solely to the extent necessary to provideand support the Services, manage Customer's Account, calculate fees, andfulfill OrderMesh's obligations under these Terms. OrderMesh will not useCustomer Data for any purpose beyond the foregoing.

(e) Restrictions. Customer may not use OrderMesh'strademarks, service marks, trade names, or logos without OrderMesh's priorwritten consent.

(a) Customer acknowledges and agrees that Customer issolely responsible for all Customer Content submitted through the Services.Customer represents and warrants that: (i) Customer has all rights necessary tosubmit the Customer Content and to grant the licenses set forth herein; (ii)OrderMesh will not be required to obtain any licenses from any third party orpay any royalties to any third party in connection with Customer Content; (iii)the Customer Content does not infringe, violate, or misappropriate any thirdparty's rights, including copyrights, trademarks, or other intellectualproperty or privacy rights; and (iv) the Customer Content complies with theseTerms and all applicable laws.

(b) While OrderMesh does not review Customer Content as amatter of course, OrderMesh may determine, in its sole discretion, that certainCustomer Content violates these Terms, and in such case OrderMesh may terminatethe affected orders and delete such content. OrderMesh does not activelymonitor Customer Content and does not guarantee the accuracy, reliability, orquality of any Customer Content.

(c) OrderMesh may access, preserve, and disclose CustomerContent if required to do so by applicable law or if OrderMesh believes in goodfaith that such access, preservation, or disclosure is reasonably necessary to:(i) comply with legal process; (ii) enforce these Terms; (iii) respond toclaims that any Customer Content violates the rights of third parties; (iv)respond to Customer's requests for customer service; or (v) protect the rights,property, or safety of OrderMesh, its personnel, its partners, or the public.

(a) Obligations. Each party (as a "ReceivingParty") may receive confidential or proprietary information from the otherparty (as a "Disclosing Party") in connection with the Services("Confidential Information"). The Receiving Party will: (i) hold theDisclosing Party's Confidential Information in confidence using no less thanthe same degree of care it uses to protect its own confidential information ofa similar nature, and in no event less than reasonable care; (ii) useConfidential Information solely to perform its obligations or exercise itsrights under these Terms; and (iii) not disclose Confidential Information toany third party without the Disclosing Party's prior written consent, except tothe Receiving Party's employees, contractors, and professional advisors whohave a need to know and are bound by confidentiality obligations no lessprotective than those set forth herein. The Receiving Party will be liable forany breach of this Section by its representatives.

(b) Definition. Confidential Information includes: (i)these Terms and any Order Form; (ii) customer and employee lists andinformation; (iii) business and marketing plans, audit information, policies,and procedures; (iv) financial statements, projections, analyses, and cost andrevenue information; (v) intellectual property; and (vi) all other informationdisclosed by a party that is marked confidential or that by its nature wouldreasonably be understood to be confidential.

(c) Exclusions. Confidential Information does not includeinformation that: (i) was rightfully known to the Receiving Party withoutrestriction prior to disclosure; (ii) was or becomes publicly available throughno breach of this Section; (iii) is rightfully obtained by the Receiving Partyfrom a third party not known to be under a confidentiality obligation to theDisclosing Party; or (iv) is independently developed by the Receiving Partywithout reference to the Disclosing Party's Confidential Information.

(d) Compelled Disclosure. If the Receiving Party is legallyrequired to disclose Confidential Information, it will promptly notify theDisclosing Party to the extent legally permitted so that the Disclosing Partymay seek a protective order or other appropriate relief. The Receiving Partywill disclose only such Confidential Information as is legally required andwill use reasonable efforts to obtain confidential treatment for any suchdisclosure.

(e) Return orDestruction. Upon request by the Disclosing Party, the Receiving Party willpromptly return or destroy all materials containing the Disclosing Party'sConfidential Information, retaining one copy solely for counsel's documentarypurposes, and will certify in writing upon request that such materials havebeen returned or destroyed.

(a) Mutual Warranties

Each party represents and warrants that: (i) it has validlyentered into these Terms and has the legal power to do so; (ii) it will complywith all applicable laws, rules, and regulations in the performance of itsobligations hereunder; and (iii) it will not infringe or misappropriate theintellectual property rights of the other party or any third party in theperformance of its rights or obligations under these Terms (provided, thatOrderMesh makes no representation or warranty regarding any infringementarising out of compliance with instructions, requirements or specificationsapproved, provided or required by Customer (including the use of information,artwork, logos and trademarks provided by Customer).

(b) OrderMesh Warranties

OrderMesh represents and warrants that during anyapplicable subscription term: (i) OrderMesh will maintain security measuresdesigned to protect the Services and Customer Data, and OrderMesh will notmaterially decrease the overall security of the Services; (ii) the Serviceswill perform materially in accordance with the applicable Documentation; and(iii) OrderMesh will not materially decrease the overall functionality of theServices. For any breach of the foregoing warranties, Customer's exclusiveremedies are those described in Sections 14(c) and 14(d).

(c) Customer Warranties

Customer represents and warrants that: (i) it owns or has avalid license to all right, title, and interest in and to Customer Content andits use with the Services; (ii) Customer Content does not and will notinfringe, violate, or misappropriate any third-party right, including anyintellectual property right; (iii) Customer Data does not contain any defects,viruses, worms, time bombs, Trojan horses, cancelbots, or other harmfulcomponents, programs, routines, or applications that are designed to disrupt ordelay the use and operation of the Services; (iv) under applicable state andlocal laws, rules, and regulations, Customer Content does not (a) promote,constitute or encourage illegal activities such as illicit drug use, give riseto liability, or contain any content in any manner that might be pornographic,libelous, defamatory, hateful, profane, violent, abusive, obscene, orthreatening; (b) discriminate against any person on the basis of race, sex,religion, nationality, disability, sexual orientation or age; (c) violate stateor local laws, rules or regulations or federal laws, including privacy orpublicity, consumer protection and data protection laws; or (d) engage indeceptive practices; Customer's use of the Services, and any products sold,listed, or fulfilled by Customer through a marketplace or retail channel,complies with the applicable terms of that channel, and does not involvebrushing, counterfeiting, or other fraudulent or deceptive activity. Inconnection with the foregoing, Customer acknowledges and agrees that OrderMeshis not responsible for reviewing any Company Content for compliance or for anyother purposes.

(d) Disclaimer

EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY MAKESANY REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORYOR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES,INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULARPURPOSE OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.BETA SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” EXCLUSIVE OF ANY WARRANTYWHATSOEVER.  EXCEPT AS EXPRESSLY SETFORTH IN SECTION 11(b), THE SERVICES AND ALL SUPPORT, DOCUMENTATION, AND OTHERMATERIALS ARE PROVIDED BY ORDERMESH ON AN "AS IS" AND "ASAVAILABLE" BASIS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ORDERMESHAND ITS AFFILIATES EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHEREXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING THE IMPLIED WARRANTIES OFMERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.WITHOUT LIMITING THE FOREGOING, ORDERMESH MAKES NO WARRANTY THAT THE SERVICESWILL: (A) MEET CUSTOMER'S REQUIREMENTS; (B) OPERATE WITHOUT INTERRUPTION OR BEERROR-FREE; (C) ACHIEVE ANY INTENDED RESULT; (D) BE SECURE OR FREE FROMUNAUTHORIZED ACCESS; OR (E) BE COMPATIBLE WITH OR CONTINUE TO WORK WITHCUSTOMER SYSTEMS. ROUTING RECOMMENDATIONS, FULFILLMENT TIMELINES, AND OTHEROUTPUTS GENERATED BY THE PLATFORM ARE PROVIDED FOR INFORMATIONAL PURPOSES ONLYAND ARE NOT GUARANTEES OF PERFORMANCE. ORDERMESH DOES NOT WARRANT, ENDORSE, ORASSUME RESPONSIBILITY FOR ANY FULFILLMENT PARTNER, THIRD-PARTY SERVICE, ORTHIRD-PARTY PRODUCT OR SERVICE MADE AVAILABLE IN CONNECTION WITH THE SERVICES.

(a) Indemnification by OrderMesh. OrderMesh will defend,indemnify and hold harmless Customer from and against any and all claims,suits, actions, proceedings, and demands brought by a third party; togetherwith any out-of-pocket losses, payments, costs, expenses, damages, liabilities,fines, or penalties (including reasonable attorneys’ fees) resulting therefrom(collectively, “Claims”) to the extent such Claims relate to or arise fromOrderMesh’s provision of the Service infringes or misappropriates such thirdparty’s intellectual property rights If OrderMesh receives information about aninfringement or misappropriation claim related to a Service, OrderMesh may inits discretion and at no cost to Customer (i) modify the Services so that theyare no longer claimed to infringe or misappropriate, without breachingOrderMesh’s warranties under Section 7.2, (ii) obtain a license for Customer’scontinued use of that Service in accordance with this Agreement, or (iii)terminate Customer’s subscriptions for that Service upon 30 days’ written noticeand refund Customer any prepaid fees covering the remainder of the term of theterminated subscriptions. The obligations do not apply if (1) the allegationdoes not state with specificity that the Services are the basis of theindemnification claim; (2) an indemnification claim arises from the use orcombination of the Services or any part thereof with Customer Systems, if theServices or use thereof would not infringe without such combination; or (3) anindemnification claim arises from Customer Content, Customer Data or  Customer’s instructions, requirements orspecifications; or (4)  Customer’snegligence, Customer’s breach of this Agreement, applicable Order Forms or theDocumentation, or Customer’s breach of law. Notwithstanding the foregoing,Claims shall not include any supply replacement costs, cover damages, orsimilar liabilities that are payable to Customer’s customers.

(b) Indemnification by Customer. Customer will defend,indemnify and hold harmless OrderMesh from and against any Claims arising outof or relating to (i) any breach or alleged breach by Customer or Users ofCustomer’s representations, warranties, or covenants provided in this Agreement;(ii) Customer Data; (iii) Customer’s use of Customer Data with the Services;(iv) a claim that any Customer Data or Customer’s use of Customer Data with theServices infringes or misappropriates such third party’s intellectual propertyrights; or (v) Customer’s use of the Services in an unlawful manner or inviolation of the Agreement, an Order Form or the Documentation. If Customerreceives information about an infringement or misappropriation claim related toCustomer Content, Customer will notify OrderMesh within 7 days of receipt ofsuch information. The above defense and indemnification obligations do notapply if an indemnification claim arises from OrderMesh’s breach of thisAgreement, applicable Order Forms or the Documentation[EH1] .

(c) Indemnification Procedures. The party seekingindemnification ("Indemnitee") must: (i) promptly notify theindemnifying party ("Indemnitor") in writing of any facts giving riseto an indemnification claim; (ii) provide the Indemnitor with reasonableinformation, assistance, and cooperation in connection with the defense, at theIndemnitor's expense for reasonable out-of-pocket costs; and (iii) grant theIndemnitor full control over the defense and settlement of such Claim, subjectto the Indemnitee's approval of any settlement that imposes obligations orliability on the Indemnitee, which approval shall not be unreasonably withheldor delayed. The Indemnitor will not be responsible for indemnifying ordefending the Indemnitee (i) to the extent the Indemnitee receives payment froman insurer or other third party as compensation or payment for any such Claims,(ii) if the Indemnitee initiates a defense of any such Claim, (iii) theIndemnitee fails to provide written notice of the Claim to the Indemnitor in atimely manner, or (iv) if the basis of the Claim arises out of or is related tothe Indemnitee’s or its Representative’s negligence or willful misconduct.

(d) Exclusive Remedy. This Section 12 states each party'ssole liability to, and the other party's exclusive remedy against, the otherparty for any third-party Claim described herein. [EH1]Ido not agree with adding in the additional language as unnecessary and any timeyou add unnecessary information into an agreement it creates space forambiguity.

(a) Cap on Liability. EXCEPT AS SET FORTH IN SECTION 13(c),THE AGGREGATE AND CUMULATIVE LIABILITY OF EACH PARTY AND THEIR RESPECTIVEAFFILIATES ARISING OUT OF OR RELATING TO THESE TERMS SHALL NOT EXCEEDONE-TWELFTH (1/12) OF THE TOTAL FEES ACTUALLY PAID OR PAYABLE BY CUSTOMER TOORDERMESH UNDER THE SPECIFIC ORDER FORM OR BILLING DOCUMENT FOR THE SERVICESRELATED TO THE APPLICABLE CLAIM DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELYPRECEDING THE DATE THE CLAIM FIRST AROSE.

(b) Exclusion of Consequential Damages. EXCEPT AS SET FORTHIN SECTION 13(c), IN NO EVENT WILL EITHER PARTY OR ITS AFFILIATES BE LIABLE FORANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVEDAMAGES, INCLUDING ANY LOSS OF FUTURE REVENUE, INCOME OR PROFITS, LOSS OF DATA,LOSS OF BUSINESS OPPORTUNITY, OR DIMINUTION OF VALUE, WHETHER ARISING INCONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, EVEN IF THE PARTY HAS BEENADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH DAMAGES WERE FORESEEABLE.

(c) Exceptions. The limitations and exclusions in Sections13(a) and 13(b) do not apply to: (i) payment obligations under Section 7; or (ii)violations of the usage restrictions in Section 3(c).

(a) Term of Agreement. These Terms commence on the dateCustomer first accesses or uses the Services and continue until allsubscriptions have expired or been terminated.

(b) Term of Subscriptions. The term of each subscription isas specified in the applicable Order Form.

(c) Termination for Cause. OrderMesh may terminate anyOrder Form upon written notice if Customer fails to pay any undisputed amountdue and such failure continues for more than fifteen (15) days after deliveryof written notice from OrderMesh. Either party may terminate these Terms or anyOrder Form, effective upon written notice to the other party, if the otherparty materially breaches these Terms or the applicable Order Form and suchbreach remains uncured thirty (30) days after written notice describing thebreach in reasonable detail. Either party may also terminate immediately uponwritten notice if the other party: (i) becomes insolvent or enters bankruptcy,receivership, or any similar proceeding; or (ii) makes an assignment of itsassets for the benefit of creditors.

(d) Effect of Termination. Upon expiration or terminationof an Order Form or these Terms: (i) all rights granted to Customer withrespect to the applicable Services will terminate as of the effective date oftermination; (ii) OrderMesh will have no obligation to provide Services afterthe effective date of termination; (iii) Customer will lose access to thePlatform and any Customer Data stored therein, and Customer is solelyresponsible for exporting its Customer Data prior to termination; and (iv) alloutstanding payment obligations, including committed fees and accrued usagefees, will become immediately due and payable. OrderMesh will complete anyorders already accepted by a Fulfillment Partner for production as of thetermination date and will invoice Customer for such orders.

(e) Termination by Customer. If Customer terminates anOrder Form pursuant to Section 14(c) as a result of OrderMesh's uncuredmaterial breach, Customer will not be entitled to a refund of fees already paidbut will be relieved of remaining payment commitments under the terminatedOrder Form. In all other cases of early termination by Customer, committed feesand accrued usage fees remain due and payable in full.(f) Survival. Sections 1, 6, 7, 8(b), 8(c), 9, 10, 11(a),11(d), 12, 13, 14(d), 14(e), 14(f), 15, and 17 survive any expiration ortermination of these Terms.

(a) Effect. Neither party will be liable for any delay orfailure to perform any obligation under these Terms to the extent such delay orfailure is caused by a Force Majeure event. A party claiming a Force Majeureevent will promptly notify the other party and will use commercially reasonableefforts to mitigate the effects of such event, which may include sourcingalternative services or modifying operations to satisfy its obligations. Bothparties will endeavor to resume substantially normal performance as soon asreasonably practicable.

(b) Definition. "Force Majeure" means any eventor circumstance not within the reasonable control of the affected party,including: (i) natural disasters, fires, floods, earthquakes, pandemics, orother extreme weather or environmental conditions; (ii) acts of government, war(whether declared or undeclared), terrorism, embargo, riot, or civil commotion;(iii) cyberattacks and other hostile attempts to access or disrupt computersystems, networks, or infrastructure; and (iv) labor disputes, material shortages,or significant third-party infrastructure failures.

(a) OrderMesh respects the intellectual property rights ofothers and expects its users to do the same. If you are a copyright owner andbelieve that Customer Content on the Platform infringes your copyright, please notify our designated copyright agent in writing at the following address:

OrderMesh Inc.,
Attn: Copyright Agent
1725 Roe Crest Drive, North Mankato, Minnesota 56003

Email legal@ordermesh.com.

(b) Each notification must include: (i) a physical orelectronic signature of a person authorized to act on behalf of the copyrightowner; (ii) identification of the copyrighted work claimed to have beeninfringed; (iii) identification of the material claimed to be infringing andinformation sufficient to permit OrderMesh to locate it on the Platform; (iv)information reasonably sufficient to permit OrderMesh to contact you, includingaddress, telephone number, and email address; (v) a statement that you have agood-faith belief that use of the material in the manner complained of is notauthorized by the copyright owner, its agent, or applicable law; and (vi) astatement that the information in the notification is accurate and, underpenalty of perjury, that you are authorized to act on behalf of the copyrightowner.

(c) OrderMesh may remove Customer Content alleged to beinfringing and may, in appropriate circumstances, terminate access for userswho are found to be repeat infringers.

(d) Trademark and Counterfeit Complaints. If you believethat Customer Content, or a product listed, produced, or fulfilled through theServices, infringes your trademark rights or is counterfeit, please notifyOrderMesh's designated agent in writing at the address set forth in Section16(a) above, including: (i) identification of the trademark and registrationnumber, if applicable; (ii) identification of the allegedly infringing listing,content, or product; (iii) your contact information; and (iv) a statement ofyour good-faith belief that the use is unauthorized. OrderMesh may remove ordisable access to the party selling the allegedly infringing listing orcontent, suspend the applicable order or Account, and, in appropriatecircumstances, terminate access for repeat infringers, consistent with Section16(c)

(a) Governing Law. These Terms are governed by andconstrued in accordance with the internal laws of the State of Minnesotaapplicable to contracts executed in and performed entirely within that state,without regard to conflict-of-law principles.

(b) Venue and Jurisdiction. Any legal action arising out ofor relating to these Terms will be commenced exclusively in a federal court inMinnesota or in state court in Nicollet County, Minnesota, and the appellatecourts thereof. Each party irrevocably submits to the exclusive personaljurisdiction and venue of such courts.

(c) JURY TRIAL WAIVER. TO THE FULLEST EXTENT PERMITTED BYAPPLICABLE LAW, EACH PARTY HEREBY KNOWINGLY, VOLUNTARILY, AND IRREVOCABLYWAIVES ANY RIGHT TO HAVE A JURY PARTICIPATE IN THE RESOLUTION OF ANY DISPUTE ORLEGAL ACTION ARISING OUT OF, ASSOCIATED WITH, OR RELATED TO THESE TERMS. 

(d) Attorneys' Fees. If litigation is commenced to enforceor interpret any provision of these Terms, the prevailing party will beentitled to an award of reasonable attorneys' fees, including fees for in-housecounsel, and reimbursement of other reasonable costs incurred in connectionwith such litigation.

(a) Entire Agreement. These Terms, together with anyapplicable Order Forms, Supplemental Terms, DPA, and the Privacy Policy,constitute the entire agreement between Customer and OrderMesh with respect tothe Services and supersede all prior and contemporaneous agreements,representations, and understandings relating to the subject matter hereof. Inthe event of any conflict between these Terms and an Order Form, the Order Formwill control with respect to the specific Services covered by that Order Form.Customers with a signed MSA in effect are governed by that MSA, which willcontrol in the event of conflict with these Terms.

(b) Assignment. These Terms and any rights or obligationshereunder may not be assigned by either party to a non-Affiliate third partywithout the prior written consent of the other party. Any purported assignmentin violation of this Section is void. Notwithstanding the foregoing, a merger,consolidation, corporate restructuring, or sale of assets or corporateinterests by either party will not be deemed an assignment requiring consent.These Terms will be binding upon and inure to the benefit of the parties andtheir respective permitted successors and assigns.

(c) Subcontracting. OrderMesh may subcontract theperformance of its obligations under these Terms, provided that OrderMeshremains responsible for the performance of any subcontracted obligations to thesame extent as if performed directly by OrderMesh.

(d) Waiver. No waiver of any right or provision of theseTerms will be effective unless in writing. A waiver on one occasion will not bedeemed a waiver of any other right or provision or of such right or provisionon any other occasion.

(e) Severability. If any provision of these Terms is heldto be invalid, illegal, or unenforceable, that provision will be enforced tothe greatest extent permissible to reflect the parties' original intent, andthe remaining provisions will continue in full force and effect.

(f) Notices. Notices required or permitted under theseTerms must be in writing and will be effective when: (i) delivered in person;(ii) sent by registered or certified mail, postage prepaid with return receiptrequested; or (iii) sent by commercial overnight courier requiring signaturefor delivery. Notices to OrderMesh must be addressed to: OrderMesh Inc., Attn:Legal, 1725 Roe Crest Drive, North Mankato, Minnesota 56003, with a copy tolegal@ordermesh.com. Notices to Customer will be sent to the contactinformation associated with Customer's Account. Notices received after 5:00p.m. on a business day or on a non-business day are deemed received at 9:00a.m. on the following business day.

(g) Electronic Communications. By using the Services,Customer consents to receive operational and administrative communications fromOrderMesh electronically, including via email and in-Platform notifications.Such communications satisfy any legal requirement that notices orcommunications be made in writing.

(h) Independent Contractor. OrderMesh is an independentcontractor with respect to Customer and is not Customer's employee, agent,partner, or joint venturer. Neither party has authority to bind or representthe other party in any matter.

(j) Export Compliance and Sanctions. Customer will notpermit any User to access or use the Services in any U.S.-embargoed country orregion, or in violation of any applicable export law or regulation. Neitherparty will provide Services to or for the benefit of any individual, entity,country, or region identified on any applicable U.S. government sanctions ordenied-party list, including the Consolidated Screening List available athttps://www.trade.gov/consolidated-screening-list.

(l) California Residents. In accordance with CaliforniaCivil Code Section 1789.3, California residents may report complaints relatedto the Services to the Complaint Assistance Unit of the Division of ConsumerServices of the California Department of Consumer Affairs by contacting them inwriting at 400 R Street, Sacramento, CA 95814, or by telephone at (800)952-5210.

(m) No Third-Party Beneficiaries. These Terms are solelyfor the benefit of the parties hereto and their permitted successors andassigns. Nothing herein, express or implied, is intended to or will confer uponany other person or entity any legal or equitable right, benefit, or remedyunder or by reason of these Terms.

(n) Construction. These Terms are the result of negotiationbetween the parties and will not be construed in favor of or against eitherparty by reason of the extent to which either party participated in theirdrafting. As used herein, "including" means "including withoutlimitation" and no exclusion of unlisted items will be inferred from theirabsence. Section headings are for convenience of reference only and will notaffect the interpretation of these Terms. 

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