Effective Date: 7/21/2025

Last Updated: 7/21/2025

Company: Palletfy Inc.

These Terms of Service ("Terms") govern your access to and use of the Palletfy software-as-a-service platform ("Palletfy," "Service," "we," "us," or "our"), including all associated websites, applications, and services. By accessing or using the Service, you ("Customer," "you," or "your") agree to be bound by these Terms. If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to these Terms, in which case the terms "you" or "your" shall refer to such entity. If you do not have such authority, or if you do not agree with these Terms, you must not accept these Terms and may not use the Service.

IMPORTANT NOTICE: These Terms contain provisions that govern how disputes between you and Palletfy are resolved, including an agreement to arbitrate, which will, with limited exceptions, require you to submit claims you have against us to binding and final arbitration, unless you opt out of the agreement to arbitrate in accordance with Section 16.2.

1. Definitions

• "Account" refers to the Customer's account on the Palletfy Service.

• "Customer Data" means all electronic data, text, messages, or other materials submitted by you and your Users to the Service in connection with your use of the Service.

• "Order Form" means a document or online form specifying the Services ordered by Customer from Palletfy, including the applicable subscription plan, fees, and other terms.

• "Service" or "Services" refers to the Palletfy B2B e-commerce and operations SaaS platform, including its e-commerce storefront, inventory management, order fulfillment, supplier management, analytics, and related features, as described on our website and in your Order Form.

• "Users" means individuals authorized by you to access and use the Service through your Account.

2. Account Terms

2.1. Account Registration: To access and use the Service, you must register for an Account by providing accurate, current, and complete information as prompted by the registration form. You agree to maintain and promptly update your Account information to keep it accurate, current, and complete.

2.2. Account Security: You are responsible for maintaining the confidentiality of your Account and password and for all activities that occur under your Account, whether by you or your Users. You agree to immediately notify Palletfy of any unauthorized use of your Account or any other breach of security. Palletfy will not be liable for any loss or damage arising from your failure to comply with this security obligation.

2.3. User Responsibility: You are responsible for ensuring that all Users comply with these Terms and any applicable laws or regulations. Any breach of these Terms by your Users will be deemed a breach by you.

2.4. Eligibility: The Service is intended for businesses and not for individual consumers. You must be at least 18 years of age (or the age of majority in your jurisdiction) to use the Service.

3. Palletfy Services

3.1. Service Provision: Subject to these Terms, Palletfy grants you a non-exclusive, non-transferable, non-sublicensable, limited right to access and use the Service during the Subscription Term (as defined below) solely for your internal business operations.

3.2. Features: The Service includes features such as: * B2B E-commerce Storefront creation and management. * Real-time inventory tracking and automated stock updates. * Streamlined order processing and automated shipping label generation. * Supplier relationship management and automated purchase orders. * Analytics and reporting dashboards for business insights. * Integration capabilities with other systems (where available and specified).

3.3. Modifications to Service: Palletfy reserves the right to modify, suspend, or discontinue the Service (or any part thereof) with or without notice at any time. We may also impose limits on certain features and services or restrict your access to parts or all of the Service without notice or liability. While we strive to maintain consistent service, you acknowledge that the form and nature of the Service may change without prior notice.

4. General Conditions; Prohibited Uses

4.1. Compliance with Laws: You agree to use the Service in compliance with all applicable local, state, national, and international laws, rules, and regulations, including any laws regarding the export of data or software.

4.2. Prohibited Uses: You agree not to: * Use the Service for any unlawful purpose or in any way that violates these Terms. * Reproduce, duplicate, copy, sell, resell, or exploit any portion of the Service, use of the Service, or access to the Service without the express written permission by Palletfy. * Modify, adapt, translate, reverse engineer, decompile, or disassemble any portion of the Service. * Remove any copyright, trademark, or other proprietary rights notices contained in or on the Service. * Use the Service to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights. * Use the Service to store or transmit malicious code, including viruses, worms, time bombs, Trojan horses, and other harmful or malicious code, files, scripts, agents, or programs. * Interfere with or disrupt the integrity or performance of the Service or third-party data contained therein. * Attempt to gain unauthorized access to the Service or its related systems or networks. * Access the Service for the purpose of building a competitive product or service or copying its features or functions. * Use the Service for any high-risk activities where the failure of the Service could lead to death, personal injury, or environmental damage.

4.3. Monitoring: Palletfy reserves the right, but has no obligation, to monitor your use of the Service and Customer Data, to ensure compliance with these Terms.

5. Palletfy Rights

5.1. Right to Refuse Service: We reserve the right to refuse service to anyone for any reason at any time.

5.2. Right to Modify Terms: We reserve the right to update and change these Terms of Service by posting updates and changes to the Palletfy website. You are advised to check the Terms of Service from time to time for any updates or changes that may impact you. Your continued use of the Service after any such changes constitutes your acceptance of the new Terms of Service.

5.3. Enforcement: We reserve the right to remove or disable access to any Customer Data or Account that we consider to be in violation of these Terms or harmful to the Service.

6. Confidentiality

6.1. Definition: "Confidential Information" means all non-public information disclosed by one party ("Disclosing Party") to the other party ("Receiving Party"), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, but is not limited to, pricing, business plans, product plans, technical data, and Customer Data.

6.2. Obligations: The Receiving Party will use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but not less than reasonable care) to (i) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of these Terms, and (ii) except as otherwise authorized by the Disclosing Party in writing, limit access to Confidential Information of the Disclosing Party to those of its and its affiliates' employees, contractors, and agents who need that access for purposes consistent with these Terms and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein.

6.3. Exclusions: Confidential Information does not include information that: (i) is or becomes publicly known through no fault of the Receiving Party; (ii) was known to the Receiving Party prior to disclosure by the Disclosing Party without breach of any confidentiality obligation; (iii) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information; or (iv) is lawfully obtained from a third party without breach of any confidentiality obligation.

6.4. Compelled Disclosure: The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of the compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure.

7. Intellectual Property

7.1. Palletfy IP: You acknowledge and agree that Palletfy and its licensors own all right, title, and interest, including all intellectual property rights, in and to the Service and any suggestions, ideas, enhancement requests, feedback, recommendations, or other information provided by you or any other party relating to the Service. These Terms do not grant you any rights to patents, copyrights, trade secrets, trademarks, or any other rights or licenses in respect of the Service.

7.2. Customer Data Ownership: As between Palletfy and you, you retain all ownership rights in and to your Customer Data.

7.3. License to Palletfy: You grant Palletfy a worldwide, non-exclusive, royalty-free, transferable, and sublicensable license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, and display Customer Data solely for the purpose of providing the Service to you and for improving the Service. This license includes the right to use Customer Data to develop and improve our algorithms and machine learning models, provided that such use is in an aggregated and anonymized form that does not identify you or your Users.

8. Payment and Fees

8.1. Subscription Fees: You agree to pay all applicable fees for the Service as set forth in your Order Form or on the Palletfy website. All fees are non-refundable once paid, except as expressly provided otherwise in these Terms or an Order Form.

8.2. Billing and Payment: Fees will be billed in advance on a recurring basis (e.g., monthly or annually), as specified in your Order Form. You authorize Palletfy (or its third-party payment processor) to charge your designated payment method for all applicable fees.

8.3. Price Changes: Palletfy reserves the right to change its prices for the Service or any component thereof at any time upon 30 days' prior notice to you. Such notice may be provided by email or by posting the changes on the Palletfy website or through the Service. Your continued use of the Service after the effective date of the price change constitutes your agreement to pay the new prices.

8.4. Taxes: All fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties, excluding only United States (federal or state) income taxes.

8.5. Late Payments: If any amount is not paid when due, Palletfy may, without limiting its other rights and remedies, suspend your access to the Service until such amounts are paid in full.

9. Term and Termination

9.1. Term of Agreement: These Terms commence on the Effective Date and remain in effect until all subscriptions granted under these Terms have expired or been terminated.

9.2. Subscription Term: The subscription for the Service will be for the period specified in the applicable Order Form ("Subscription Term"). Subscriptions will automatically renew for successive Subscription Terms unless either party gives the other written notice of non-renewal at least 30 days before the end of the then-current Subscription Term.

9.3. Termination for Cause: * Either party may terminate these Terms for cause if the other party materially breaches these Terms and fails to cure such breach within 30 days after receipt of written notice thereof. * Palletfy may terminate these Terms immediately if you fail to pay any fees when due.

9.4. Effect of Termination: Upon termination or expiration of these Terms for any reason: * Your right to access and use the Service will immediately cease. * You will immediately cease all use of the Service. * Any outstanding fees will become immediately due and payable. * Palletfy will make Customer Data available for download for a period of 30 days following termination. After this period, Palletfy may delete all Customer Data in its possession or control. You are solely responsible for exporting your Customer Data prior to termination.

10. Disclaimer of Warranties

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR COURSE OF PERFORMANCE. PALLETFY DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, OR THAT THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE.

11. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL PALLETFY, ITS AFFILIATES, DIRECTORS, EMPLOYEES, AGENTS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATING TO THE USE OF, OR INABILITY TO USE, THE SERVICE.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL PALLETFY'S AGGREGATE LIABILITY FOR ANY CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR YOUR USE OF THE SERVICE EXCEED THE TOTAL AMOUNT OF FEES PAID BY YOU TO PALLETFY FOR THE SERVICE IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE LIABILITY.

12. Indemnification

You agree to indemnify, defend, and hold harmless Palletfy, its affiliates, officers, directors, employees, and agents from and against any and all claims, liabilities, damages, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising from or relating to: (a) your or your Users' use of the Service in violation of these Terms; (b) any Customer Data you submit, post, or transmit through the Service; (c) your or your Users' violation of any rights of a third party, including intellectual property rights or privacy rights; or (d) your or your Users' violation of any applicable laws, rules, or regulations.

13. Governing Law and Dispute Resolution

13.1. Governing Law: These Terms shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of law principles.

13.2. Agreement to Arbitrate: * Binding Arbitration: Any dispute, controversy, or claim arising out of or relating to these Terms or the breach, termination, or validity thereof shall be finally settled by binding arbitration administered by the American Arbitration Association ("AAA") in accordance with its Commercial Arbitration Rules. * Location: The arbitration shall be conducted in New York, New York. * Arbitrator: The arbitration shall be conducted by a single arbitrator appointed in accordance with the AAA rules. * Waiver of Jury Trial: YOU AND PALLETFY HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. * Class Action Waiver: YOU AND PALLETFY AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. * Opt-Out: You may opt out of this agreement to arbitrate by sending a written opt-out notice to Palletfy at [Insert Palletfy Legal Email Address or Physical Address] within thirty (30) days of your first acceptance of these Terms.

13.3. Exceptions to Arbitration: Notwithstanding the foregoing, either party may bring an action in a court of competent jurisdiction for injunctive or other equitable relief to prevent the actual or threatened infringement, misappropriation, or violation of a party's copyrights, trademarks, trade secrets, patents, or other intellectual property rights.

14. Miscellaneous

14.1. Entire Agreement: These Terms, together with any applicable Order Forms, constitute the entire agreement between you and Palletfy regarding the use of the Service and supersede all prior and contemporaneous agreements, proposals, or representations, written or oral, concerning its subject matter.

14.2. Severability: If any provision of these Terms is held by a court of competent jurisdiction to be contrary to law, the provision will be deemed null and void, and the remaining provisions of these Terms will remain in effect.

14.3. Assignment: You may not assign or transfer these Terms, in whole or in part, without the prior written consent of Palletfy. Palletfy may assign or transfer these Terms, in whole or in part, without restriction.

14.4. No Waiver: No failure or delay by Palletfy in exercising any right under these Terms will constitute a waiver of that right.

14.5. Notices: All notices required or permitted under these Terms will be in writing. Notices to you may be sent to the email address associated with your Account.