Terms of Service

May, 2026

(a) Welcome to OrderMesh (“OrderMesh” or “we” and its derivatives), a service provided by OrderMesh Inc., a Minnesota corporation with a principal place of business at 1725 Roe Crest Drive, North Mankato, Minnesota 56003. OrderMesh makes available a multi-component SaaS platform (the “Platform”) and provides related services (the Platform and all related services, collectively, the “Services”) that enable merchants, brands, and platform operators to dynamically route and manage orders across a network of third-party print-on-demand and fulfillment providers. As used herein, “you” and “user” are used interchangeably and refer to any individual that accesses the Platform or uses the Services and/or the entity named as the account holder. If you are entering into these Terms on behalf of an entity, you represent and warrant that you have the authority to bind such entity to these Terms.

(b) By accessing and using the Services, you are entering into a binding agreement with OrderMesh Inc. The terms and conditions of that agreement are set forth in these Terms of Service (the “Terms”) and our Privacy Policy, available at https://www.ordermesh.com/privacy-policy/. Please read these Terms and the Privacy 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 BY THESE TERMS AND THE PRIVACY POLICY.

(c) These Terms govern access to the Services for users who are not party to a fully executed Master Subscription Agreement (“MSA”) with OrderMesh. If you have a signed MSA in effect, that agreement governs your use of the Services and controls in the event of any conflict with these Terms.

(d) Your use of certain Services may be subject to additional terms (“Supplemental Terms”), which will either be listed in these Terms or presented for your acceptance when you sign up to use the applicable Service. In the event of a conflict between these Terms and any Supplemental Terms, the Supplemental Terms will control with respect to the applicable Service.

(e) These Terms do not apply to the practices of third parties that we do not own or control, including any third-party websites, services, and applications (“Third-Party Services”) that you may access through the Services. We are not responsible for the content or practices of Third-Party Services and provide links to them solely for your convenience.

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

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

DEFINITIONS

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

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

1.2 “Beta Services” means any Services made available with a beta, pilot, preview, limited release, or similar designation.

1.3 “Customer Content” electronic content, data and information submitted or uploaded by or for Customer or Users to the Services in connection with Customer’s use of the Services, such as content, materials, images, graphics, photographs, audio clips, video clips and any intellectual property rights (including copyright, trademark, moral right, right of publicity or any other intellectual property or proprietary right arising under the laws of any jurisdiction), in any of the foregoing.

1.4 “Customer Data” means electronic content, data and information submitted or uploaded by or for Customer or Users to the Services in connection with (a) the creation or administration of its OrderMesh accounts, such as first and last name, user name and email address of a User or Customer’s billing contact, and (b) Customer Content.

1.5 “Customer Systems” means the systems, platforms, services, software, devices, hardware, sites, and networks used by Customer or Users in connection with the Services, including any third-party storefronts, marketplaces, ERPs, or order management systems connected to the Platform.

1.6 “Documentation” means OrderMesh’s applicable service documentation, user guides, and policies, as updated from time to time and made available to Customer.

1.7 “Fulfillment Partner” means an independent third-party print-on-demand producer, fulfillment center, shipping carrier, or other production or logistics provider participating in the OrderMesh network.

1.8 “Order Form” means an ordering document or online order specifying the Services to be provided, entered into between OrderMesh and an authorized representative of Customer, including any addenda and supplements thereto.

1.9 “Platform” means OrderMesh’s proprietary cloud-based order routing and fulfillment orchestration software, including all associated modules, APIs, integrations, and interfaces made available as part of the Services.

1.10 “Services” means the Platform and any related professional services, support, or ancillary offerings purchased by Customer under an Order Form or through the Platform’s online purchasing portal, as described in the applicable Documentation.

1.11 “Usage Data” means information about Customer’s configuration and use of the Services, including feature utilization, routing performance metrics, and aggregate throughput data, which does not constitute Customer Content.

1.12 “User” means each individual authorized by Customer to access the Services under Customer’s Account, including Customer’s and its Affiliates’ employees, contractors, consultants, and agents.

THE SERVICES

(a) Overview

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

(b) Access and Use Rights. Customer will be responsible for providing its own Internet access to their Services. OrderMesh may specify reasonable procedures according to which Customer may establish and obtain such access to and use of the features and functions of the Services through the Internet, including, without limitation, provision of any access codes, passwords, websites, connectivity standards or protocols, or any other relevant procedures

OrderMesh commits to make the Services available at least 99.9% of the time in any calendar month (the “Availability Standard”), exclusive of downtime caused by any of the following (“Exceptions”): (i) Customer’s breach of these Terms or an Order Form; (ii) Customer’s failure to configure or use the Services in accordance with the Documentation; (iii) failures of or issues with Customer Systems; (iv) Force Majeure events described in Section 15; (v) OrderMesh’s suspension of access to the Services; or (vi) scheduled maintenance for which OrderMesh provides advance notice by email or through the Services.

(d) Platform Modifications

OrderMesh may update, enhance, or modify the Platform from time to time to improve functionality, performance, or security. OrderMesh will use commercially reasonable efforts to maintain backward compatibility where feasible. When material changes are introduced, OrderMesh will publish release notes and, where reasonably practicable, provide advance notice by email or through 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 subject to fees upon expiration of any free or reduced-fee period; (ii) Beta Service trials have a default 30-day term; (iii) OrderMesh reserves the right to discontinue or modify Beta Services at any time with or without notice; (iv) the Availability Standard in Section 2(c) and the OrderMesh warranty in Section 11(b) do not apply to Beta Services; (v) OrderMesh’s IP indemnification obligation under Section 12(a) is subject to a cumulative cap of one thousand dollars ($1,000.00) with respect to Beta Services; and (vi) Customer may discontinue use of any Beta Service at any time without penalty. Beta Services are provided “AS IS” and “AS AVAILABLE” without warranty of any kind.

(f) Fulfillment Partners

Fulfillment Partners are independent contractors and are not employees, agents, or representatives of OrderMesh. OrderMesh does not guarantee any Fulfillment Partner’s capabilities, quality, capacity, or delivery timelines. Once an order has been accepted by a Fulfillment Partner for production, fulfillment execution is solely the Fulfillment Partner’s responsibility.

(g) Third-Party Integrations

The Services may support connections to Third-Party Services. Customer is responsible for obtaining and maintaining valid credentials, licenses, and data-sharing arrangements with any third-party systems it connects to the Platform. Third-Party Services include Print Fulfillment partners. OrderMesh is not responsible for data loss, routing disruptions, 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 with the OrderMesh Support Terms or as otherwise specified in the applicable Order Form. Customer’s sole and exclusive remedy for any failure by OrderMesh to provide support with reasonable skill, care, and diligence is re-performance of the applicable support.

USE OF SERVICES

(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 during a subscription term; and (iii) any added or increased subscriptions will terminate on the same date as the underlying subscription. Customer agrees that its purchases are not contingent on the delivery of any future functionality or features, or dependent on any oral or written comments made by OrderMesh regarding future functionality or features.

(b) Customer Responsibilities

Customer will designate Users to access the Services and will be responsible for all Users’ compliance with these Terms, applicable Order Forms, and the Documentation. Customer will: (i) be responsible for Users’ compliance with these Terms and any Order Form; (ii) be responsible for the accuracy, quality, and legality of all Customer Data, including the means by which Customer acquired such data; (iii) obtain, maintain, and comply with the terms and conditions of any Customer Systems, equipment, and ancillary services needed to connect to or use the Services; (iv) properly configure the Services in accordance with the Documentation, including enabling single sign-on where applicable and securing all access credentials, passwords, API keys, tokens, and other authentication materials (“Customer Credentials”); (iv) use commercially reasonable efforts to prevent unauthorized access to or use of the Services and Customer Credentials, and notify OrderMesh promptly of any known or suspected unauthorized access or use; and (v) use the Services only 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 Security numbers; (ii) personal financial account information; (iii) special categories of personal data subject to Article 9 of the GDPR; (iv) personal data relating to criminal convictions subject to Article 10 of the GDPR; (v) (d) personal data relating to criminal convictions and offenses subject to Article 10 of the GDPR; (vi) protected health information subject to HIPAA; or (vii) any other information subject to heightened requirements under applicable law or industry standards.

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 expressly permitted in writing by OrderMesh; (ii) sell, resell, license, sublicense, distribute, rent, lease, or include any Service in a service bureau or outsourcing offering; (iii) use a Service to store or transmit content that is infringing, libelous, unlawful, tortious, or in violation of third-party privacy rights; (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 the Services or any third-party data contained therein; (vi) attempt to gain unauthorized access to any Service or its related systems, networks, or data; (vii) use any Services to access or use any of OrderMesh intellectual property except 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 of any Service, other than framing on Customer’s own intranets or otherwise for its own internal business purposes, (ix) except to the extent permitted by applicable law, disassemble, reverse engineer, or decompile a Service or access it to (1) build a competitive product or service, (2) build a product or service 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.

Any use of the Services in violation of this Section 3(c) that, in OrderMesh’s judgment, threatens the security, integrity, or availability of the Services or compliance with applicable law may result in OrderMesh’s immediate suspension of the Services. OrderMesh will use commercially reasonable efforts under the circumstances to provide Customer with notice and an opportunity to remedy such violation prior to any such suspension, provided that the foregoing shall in no way limit OrderMesh’s right to 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 or Users access or use a Third-Party Service, they interact with the applicable third party directly and do so at their own risk. If Customer does not agree to abide by the applicable terms and conditions for any Third-Party Services, then Customer should not install or use such Third-Party Services. OrderMesh is not responsible for, and makes no warranties, express or implied, as to, the Third-Party Services or the providers of such Third-Party Services (including without limitation the accuracy or completeness of the information provided by such Third-Party Service or the privacy practices of any third party). Inclusion of any Third-Party Service or a link thereto on the OrderMesh website does not imply approval or endorsement of such Third-Party Service. OrderMesh is not responsible or liable for the content or practices of any Third-Party Service or third party, even if such Third-Party Service links to, or is linked by, the OrderMesh website

MANAGED PRINT-ON-DEMAND FULFILLMENT

(a) Overview

In addition to the routing and orchestration Platform described in Section 2, OrderMesh offers a managed fulfillment service through which OrderMesh acts as the vendor of record for print-on-demand transactions on Customer’s behalf (the “Managed POD Service”). Under the Managed POD Service, OrderMesh manages the end-to-end fulfillment relationship with Fulfillment Partners, including order placement, production coordination, and shipment. This Section 4 applies specifically to Customer’s use of the Managed POD Service and supplements the general Services terms set forth elsewhere in these Terms.

(b) Orders

(i) Customer submits all orders to OrderMesh via the Services, and all required order information must be provided for the Services to accept and route an order. Customer is responsible for the accuracy of all order information submitted, including recipient name and address, product selection, quantity, image files, design assets, and any other specifications. OrderMesh is not responsible for routing errors, production defects, or delivery failures caused by inaccurate or incomplete order data submitted by Customer, nor for any errors made by Customer during the order submission process.

(ii) By submitting an order through the Managed POD Service, Customer represents and warrants that Customer has all necessary rights to use any images, designs, artwork, or other content included in that order, and that the order does not violate any applicable law or the rights of any third party. If Customer places an order which, in OrderMesh’s sole discretion, may violate any law, infringe or misappropriate the rights of a third party, or be inappropriate, obscene, or otherwise objectionable, OrderMesh may cancel the order. If OrderMesh nevertheless fulfills such an order, OrderMesh is not responsible for any resulting violations, infringement, or misappropriation.

(iii) OrderMesh will not accept orders without valid payment information or receipt of payment as otherwise set forth herein.

Orders submitted through the Managed POD Service are not cancellable or modifiable once accepted by a Fulfillment Partner for production, as indicated by the platform status (“In Production” or equivalent). Customer should carefully review all order details prior to submission. If Customer believes a cancellation may be possible prior to production acceptance, Customer must contact OrderMesh immediately at partnersupport@ordermesh.com. OrderMesh will use commercially reasonable efforts to accommodate such requests but cannot guarantee cancellation or modification is possible.

(d) Image and File Requirements

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

(e) Fulfillment Partners and Delivery

All production and physical shipment of products ordered through the Managed POD Service is performed by independent Fulfillment Partners. While OrderMesh vets and monitors Fulfillment Partners, they are independent contractors and are not agents, employees, or representatives of OrderMesh. OrderMesh does not guarantee any Fulfillment Partner’s production quality, speed, or capacity for any particular order. Estimated production and delivery timelines displayed in the Platform are estimates only and are not guarantees. Orders placed during periods of peak seasonal demand, including November and December, may require additional production time beyond the estimates provided.

When routing an order to a Fulfillment Partner under the Managed POD Service, OrderMesh acts as vendor of record on Customer’s behalf. OrderMesh will work in good faith to address Fulfillment Partner performance issues 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 applicable Fulfillment Partner to address production issues arising from orders placed through the Managed POD Service. OrderMesh will facilitate a replacement or other appropriate remedy only where a product demonstrably materially fails to conform to the product specifications published in the Platform at the time the order was placed.

To request a remedy under this Section 4(f), Customer must notify OrderMesh within three (3) business days of confirmed delivery and must provide reasonable supporting documentation, including photographs and relevant order details. OrderMesh is not responsible for products that are lost, damaged, or delayed by a shipping carrier after tender by the Fulfillment Partner.

(g) Fees for Managed POD Service

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

ACCOUNTS AND SECURITY

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

(b) Customer is solely responsible for maintaining the confidentiality of Customer Credentials and for all activity occurring under Customer’s Account, whether or not authorized by Customer. If Customer believes its Account or any Customer Credentials have been compromised, Customer must notify OrderMesh immediately at security@ordermesh.com and change the affected credentials as soon as possible. OrderMesh is not liable for any loss or damage arising 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 obligations outstanding at the time of closure, including unpaid fees and in-progress orders, which will remain subject to these Terms until fully resolved.

PRIVACY AND DATA

(a) Privacy Policy. OrderMesh is committed to protecting your privacy. All information collected and used in connection with the Services is subject to our Privacy Policy, available at https://www.ordermesh.com/privacy-policy/, which is incorporated herein by reference.

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

(c) Usage Data. OrderMesh may collect and use Usage Data to manage Customer’s Account, calculate fees, provide and improve the Services and support, manage OrderMesh’s business and operations, and develop aggregated or anonymized insights. OrderMesh’s use of Usage Data is subject to its confidentiality obligations under Section 10 and its Privacy Policy.

(d) Aggregate Data. OrderMesh owns statistical and aggregated data derived from the operation of the Services (“Aggregate Data”). OrderMesh may use Aggregate Data to optimize and improve the Services and for other lawful business purposes, provided that Aggregate Data is de-identified such that it will not disclose the identity of Customer, any User, or any individual.

(e) Data Security Notifications. OrderMesh will notify Customer of any confirmed security breach affecting Customer Data in accordance with applicable law.

FEES AND PAYMENT

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

(b) Payment Disputes. Customer must assert any good-faith dispute with respect to any invoice in writing within ten (10) days of receipt of the disputed invoice and promptly pay all undisputed amounts in accordance with these Terms. Except in the event of a good-faith dispute timely and properly asserted in accordance with this Section, if Customer fails to make any undisputed payment when due, without limiting OrderMesh’s other rights and remedies: (i) OrderMesh may charge interest on past-due amounts at the rate of 1.5% per month, or the highest rate permitted under applicable law if lower; (ii) Customer will reimburse OrderMesh for all reasonable costs incurred in collecting overdue amounts, including reasonable attorneys’ fees; and (iii) if such failure continues for fifteen (15) or more days, OrderMesh may suspend Customer’s and Users’ access to the Services until all overdue amounts are paid in full. OrderMesh will not exercise its suspension rights or apply interest on amounts that Customer disputes reasonably and in good faith, provided that Customer cooperates with OrderMesh to resolve the dispute and pays all undisputed amounts in accordance with these Terms.

(c) Taxes. OrderMesh’s fees do not include taxes, levies, duties, or similar governmental assessments of any nature (“Taxes”). Customer is responsible for all Taxes associated with its purchases under these Terms, excluding taxes on OrderMesh’s net income, property, or employees. If OrderMesh is legally obligated to pay or collect Taxes for which Customer is responsible, OrderMesh will invoice Customer for such Taxes and Customer will pay that amount, unless Customer provides a valid tax exemption certificate from the appropriate taxing authority. Customer will indemnify, defend, and hold harmless OrderMesh from any liabilities, penalties, fines, and expenses arising from Taxes owed by Customer hereunder.

INTELLECTUAL PROPERTY

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

(b) OrderMesh Ownership. As between the parties, OrderMesh owns all right, title, and interest in and to the Services, the Platform, the Documentation, Usage Data, Aggregate Data, and all associated intellectual property rights, including the routing algorithms, software architecture, trademarks, and trade names (collectively, “OrderMesh IP”). Nothing in these Terms transfers any ownership interest in the OrderMesh IP to Customer. Feedback, suggestions, enhancement requests, or corrections provided by Customer or Users relating to the Services (“Feedback”) are hereby assigned to OrderMesh, and OrderMesh may use such Feedback without restriction or any obligation to Customer.

(c) Customer Ownership. As between the parties, Customer owns 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 the Services, Customer grants OrderMesh, its Affiliates, and its subcontractors a non-exclusive, worldwide, royalty-free license to use, process, store, transmit, and display Customer Data solely to the extent necessary to provide and support the Services, manage Customer’s Account, calculate fees, and fulfill OrderMesh’s obligations under these Terms. OrderMesh will not use Customer Data for any purpose beyond the foregoing.

(e) Restrictions. Customer may not use OrderMesh’s trademarks, service marks, trade names, or logos without OrderMesh’s prior written consent.

CONTENT SUBMITTED BY CUSTOMER

(a) Customer acknowledges and agrees that Customer is solely responsible for all Customer Content submitted through the Services. Customer represents and warrants that: (i) Customer has all rights necessary to submit 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 or pay any royalties to any third party in connection with Customer Content; (iii) the Customer Content does not infringe, violate, or misappropriate any third party’s rights, including copyrights, trademarks, or other intellectual property or privacy rights; and (iv) the Customer Content complies with these Terms and all applicable laws.

(b) While OrderMesh does not review Customer Content as a matter of course, OrderMesh may determine, in its sole discretion, that certain Customer Content violates these Terms, and in such case OrderMesh may terminate the affected orders and delete such content. OrderMesh does not actively monitor Customer Content and does not guarantee the accuracy, reliability, or quality of any Customer Content.

(c) OrderMesh may access, preserve, and disclose Customer Content if required to do so by applicable law or if OrderMesh believes in good faith that such access, preservation, or disclosure is reasonably necessary to: (i) comply with legal process; (ii) enforce these Terms; (iii) respond to claims 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.

CONFIDENTIALITY

(a) Obligations. Each party (as a “Receiving Party”) may receive confidential or proprietary information from the other party (as a “Disclosing Party”) in connection with the Services (“Confidential Information”). The Receiving Party will: (i) hold the Disclosing Party’s Confidential Information in confidence using no less than the same degree of care it uses to protect its own confidential information of a similar nature, and in no event less than reasonable care; (ii) use Confidential Information solely to perform its obligations or exercise its rights under these Terms; and (iii) not disclose Confidential Information to any third party without the Disclosing Party’s prior written consent, except to the Receiving Party’s employees, contractors, and professional advisors who have a need to know and are bound by confidentiality obligations no less protective than those set forth herein. The Receiving Party will be liable for any breach of this Section by its representatives.

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

(c) Exclusions. Confidential Information does not include information that: (i) was rightfully known to the Receiving Party without restriction prior to disclosure; (ii) was or becomes publicly available through no breach of this Section; (iii) is rightfully obtained by the Receiving Party from a third party not known to be under a confidentiality obligation to the Disclosing Party; or (iv) is independently developed by the Receiving Party without reference to the Disclosing Party’s Confidential Information.

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

(e) Return or Destruction. Upon request by the Disclosing Party, the Receiving Party will promptly return or destroy all materials containing the Disclosing Party’s Confidential Information, retaining one copy solely for counsel’s documentary purposes, and will certify in writing upon request that such materials have been returned or destroyed.

REPRESENTATIONS, WARRANTIES, AND DISCLAIMER

(a) Mutual Warranties

Each party represents and warrants that: (i) it has validly entered into these Terms and has the legal power to do so; (ii) it will comply with all applicable laws, rules, and regulations in the performance of its obligations hereunder; and (iii) it will not infringe or misappropriate the intellectual property rights of the other party or any third party in the performance of its rights or obligations under these Terms (provided, that OrderMesh makes no representation or warranty regarding any infringement arising out of compliance with instructions, requirements or specifications approved, 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 any applicable subscription term: (i) OrderMesh will maintain security measures designed to protect the Services and Customer Data, and OrderMesh will not materially decrease the overall security of the Services; (ii) the Services will perform materially in accordance with the applicable Documentation; and (iii) OrderMesh will not materially decrease the overall functionality of the Services. For any breach of the foregoing warranties, Customer’s exclusive remedies are those described in Sections 14(c) and 14(d).

Customer represents and warrants that: (i) it owns or has a valid license to all right, title, and interest in and to Customer Content and its use with the Services; (ii) Customer Content does not and will not infringe, violate, or misappropriate any third-party right, including any intellectual property right; (iii) Customer Data does not contain any defects, viruses, worms, time bombs, Trojan horses, cancelbots, or other harmful components, programs, routines, or applications that are designed to disrupt or delay the use and operation of the Services; (iv) under applicable state and local laws, rules, and regulations, Customer Content does not (a) promote, constitute or encourage illegal activities such as illicit drug use, give rise to liability, or contain any content in any manner that might be pornographic, libelous, defamatory, hateful, profane, violent, abusive, obscene, or threatening; (b) discriminate against any person on the basis of race, sex, religion, nationality, disability, sexual orientation or age; (c) violate state or local laws, rules or regulations or federal laws, including privacy or publicity, consumer protection and data protection laws; or (d) engage in deceptive practices. In connection with the foregoing, Customer acknowledges and agrees that OrderMesh is not responsible for reviewing any Company Content for compliance or for any other purposes.

(d) Disclaimer

EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY MAKES ANY REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. BETA SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” EXCLUSIVE OF ANY WARRANTY WHATSOEVER. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 11(b), THE SERVICES AND ALL SUPPORT, DOCUMENTATION, AND OTHER MATERIALS ARE PROVIDED BY ORDERMESH ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ORDERMESH AND ITS AFFILIATES EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, ORDERMESH MAKES NO WARRANTY THAT THE SERVICES WILL: (A) MEET CUSTOMER’S REQUIREMENTS; (B) OPERATE WITHOUT INTERRUPTION OR BE ERROR-FREE; (C) ACHIEVE ANY INTENDED RESULT; (D) BE SECURE OR FREE FROM UNAUTHORIZED ACCESS; OR (E) BE COMPATIBLE WITH OR CONTINUE TO WORK WITH CUSTOMER SYSTEMS. ROUTING RECOMMENDATIONS, FULFILLMENT TIMELINES, AND OTHER OUTPUTS GENERATED BY THE PLATFORM ARE PROVIDED FOR INFORMATIONAL PURPOSES ONLY AND ARE NOT GUARANTEES OF PERFORMANCE. ORDERMESH DOES NOT WARRANT, ENDORSE, OR ASSUME RESPONSIBILITY FOR ANY FULFILLMENT PARTNER, THIRD-PARTY SERVICE, OR THIRD-PARTY PRODUCT OR SERVICE MADE AVAILABLE IN CONNECTION WITH THE SERVICES.

MUTUAL INDEMNIFICATION

(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; together with 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 from OrderMesh’s provision of the Service infringes or misappropriates such third party’s intellectual property rights If OrderMesh receives information about an infringement or misappropriation claim related to a Service, OrderMesh may in its discretion and at no cost to Customer (i) modify the Services so that they are no longer claimed to infringe or misappropriate, without breaching OrderMesh’s warranties under Section 7.2, (ii) obtain a license for Customer’s continued use of that Service in accordance with this Agreement, or (iii) terminate Customer’s subscriptions for that Service upon 30 days’ written notice and refund Customer any prepaid fees covering the remainder of the term of the terminated subscriptions. The obligations do not apply if (1) the allegation does not state with specificity that the Services are the basis of the indemnification claim; (2) an indemnification claim arises from the use or combination of the Services or any part thereof with Customer Systems, if the Services or use thereof would not infringe without such combination; or (3) an indemnification claim arises from Customer Content, Customer Data or Customer’s instructions, requirements or specifications; or (4) Customer’s negligence, Customer’s breach of this Agreement, applicable Order Forms or the Documentation, or Customer’s breach of law. Notwithstanding the foregoing, Claims shall not include any supply replacement costs, cover damages, or similar 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 out of or relating to (i) any breach or alleged breach by Customer or Users of Customer’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 the Services infringes or misappropriates such third party’s intellectual property rights; or (v) Customer’s use of the Services in an unlawful manner or in violation of the Agreement, an Order Form or the Documentation. If Customer receives information about an infringement or misappropriation claim related to Customer Content, Customer will notify OrderMesh within 7 days of receipt of such information. The above defense and indemnification obligations do not apply if an indemnification claim arises from OrderMesh’s breach of this Agreement, applicable Order Forms or the Documentation.

(c) Indemnification Procedures. The party seeking indemnification (“Indemnitee”) must: (i) promptly notify the indemnifying party (“Indemnitor”) in writing of any facts giving rise to an indemnification claim; (ii) provide the Indemnitor with reasonable information, assistance, and cooperation in connection with the defense, at the Indemnitor’s expense for reasonable out-of-pocket costs; and (iii) grant the Indemnitor full control over the defense and settlement of such Claim, subject to the Indemnitee’s approval of any settlement that imposes obligations or liability on the Indemnitee, which approval shall not be unreasonably withheld or delayed. The Indemnitor will not be responsible for indemnifying or defending the Indemnitee (i) to the extent the Indemnitee receives payment from an 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) the Indemnitee fails to provide written notice of the Claim to the Indemnitor in a timely manner, or (iv) if the basis of the Claim arises out of or is related to the Indemnitee’s or its Representative’s negligence or willful misconduct.

(d) Exclusive Remedy. This Section 12 states each party’s sole liability to, and the other party’s exclusive remedy against, the other party for any third-party Claim described herein.

LIMITATION OF LIABILITY

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

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

(c) Exceptions. The limitations and exclusions in Sections 13(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).

TERM AND TERMINATION

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

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

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

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

(e) Termination by Customer. If Customer terminates an Order Form pursuant to Section 14(c) as a result of OrderMesh’s uncured material breach, Customer will not be entitled to a refund of fees already paid but will be relieved of remaining payment commitments under the terminated Order Form. In all other cases of early termination by Customer, committed fees and 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 or termination of these Terms.

FORCE MAJEURE

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

(b) Definition. “Force Majeure” means any event or circumstance not within the reasonable control of the affected party, including: (i) natural disasters, fires, floods, earthquakes, pandemics, or other 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 computer systems, networks, or infrastructure; and (iv) labor disputes, material shortages, or significant third-party infrastructure failures.

(a) OrderMesh respects the intellectual property rights of others and expects its users to do the same. If you are a copyright owner and believe 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 or electronic signature of a person authorized to act on behalf of the copyright owner; (ii) identification of the copyrighted work claimed to have been infringed; (iii) identification of the material claimed to be infringing and information sufficient to permit OrderMesh to locate it on the Platform; (iv) information reasonably sufficient to permit OrderMesh to contact you, including address, telephone number, and email address; (v) a statement that you have a good-faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or applicable law; and (vi) a statement that the information in the notification is accurate and, under penalty of perjury, that you are authorized to act on behalf of the copyright owner.

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

OrderMesh Inc., Attn: Copyright Agent

1725 Roe Crest Drive, North Mankato, Minnesota 56003

Email: legal@ordermesh.com

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

GENERAL PROVISIONS

(a) Entire Agreement. These Terms, together with any applicable Order Forms, Supplemental Terms, DPA, and the Privacy Policy, constitute the entire agreement between Customer and OrderMesh with respect to the Services and supersede all prior and contemporaneous agreements, representations, and understandings relating to the subject matter hereof. In the event of any conflict between these Terms and an Order Form, the Order Form will 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 will control in the event of conflict with these Terms.

(b) Assignment. These Terms and any rights or obligations hereunder may not be assigned by either party to a non-Affiliate third party without the prior written consent of the other party. Any purported assignment in violation of this Section is void. Notwithstanding the foregoing, a merger, consolidation, corporate restructuring, or sale of assets or corporate interests 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 and their respective permitted successors and assigns.

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

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

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

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

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

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

(j) Export Compliance and Sanctions. Customer will not permit any User to access or use the Services in any U.S.-embargoed country or region, or in violation of any applicable export law or regulation. Neither party will provide Services to or for the benefit of any individual, entity, country, or region identified on any applicable U.S. government sanctions or denied-party list, including the Consolidated Screening List available at https://www.trade.gov/consolidated-screening-list.

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

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

(n) Construction. These Terms are the result of negotiation between the parties and will not be construed in favor of or against either party by reason of the extent to which either party participated in their drafting. As used herein, “including” means “including without limitation” and no exclusion of unlisted items will be inferred from their absence. Section headings are for convenience of reference only and will not affect the interpretation of these Terms.