1 - Acceptance of Terms

These Terms & Conditions ("Terms") govern your access to and use of the website, software, and services (collectively, the "Services") provided by Inventory Studio, Inc. ("Inventory Studio," "we," "us," or "our"). By accessing our website or using the Services, you agree to be bound by these Terms. If you are using the Services on behalf of a company or other legal entity, you represent that you have authority to bind that entity, and "you" refers to that entity. If you have a separate written subscription or master services agreement with Inventory Studio, that agreement controls to the extent it conflicts with these Terms.

2 - Description of Services

Inventory Studio provides a cloud-based warehouse management and operations intelligence platform, including related integrations, analytics, and AI-assisted features. Features may be added, modified, or discontinued over time. Certain features require an active subscription and authorized user credentials.

3 - Accounts and Access

Access to the platform is limited to authorized users provisioned under a customer subscription. You are responsible for maintaining the confidentiality of your login credentials and for all activity under your account. You agree to notify us promptly of any unauthorized use of your account. We may suspend access to protect the security or integrity of the Services.

4 - Acceptable Use

You agree not to:

• Use the Services in violation of applicable law or regulation;

• Attempt to gain unauthorized access to the Services, other customers' data, or related systems;

• Interfere with or disrupt the integrity or performance of the Services;

• Reverse engineer, decompile, or attempt to derive the source code of the Services except as permitted by law;

• Resell, sublicense, or provide the Services to third parties except as expressly permitted in your subscription agreement;

• Use the Services to develop a competing product.

5 - Subscriptions and Fees

Use of the platform requires a paid subscription under an order form or subscription agreement between Inventory Studio and your organization. Fees, billing frequency, renewal, and cancellation terms are as set out in that agreement. Except as expressly stated in your agreement or required by law, fees are non-refundable.

6 - Customer Data

As between you and Inventory Studio, you retain all rights to the data you or your users submit to the Services, including data synchronized from your ERP or other connected systems ("Customer Data"). You grant us a limited license to host, process, and use Customer Data solely to provide, secure, support, and improve the Services, consistent with our Privacy Policy and your subscription agreement. You are responsible for the accuracy and legality of Customer Data and for having the rights necessary to submit it.

7 - Third-Party Services and Integrations

The Services interoperate with third-party products such as ERP, e-commerce, and logistics platforms, for example, Oracle NetSuite, Shopify, and shipping carriers. Your use of those products is governed by your agreements with those providers. Inventory Studio is not responsible for third-party products, their availability, or changes to their interfaces that affect the Services.

8 - Intellectual Property

The Services, including all software, design, and content provided by Inventory Studio (excluding Customer Data), are owned by Inventory Studio, Inc. and its licensors and are protected by intellectual property laws. No rights are granted except as expressly set out in these Terms or your subscription agreement. Feedback you provide about the Services may be used by us without restriction or obligation.

9 - Confidentiality

Each party agrees to protect the other party's non-public information disclosed in connection with the Services with at least reasonable care, to use it only as needed to perform under these Terms or the applicable subscription agreement, and not to disclose it to third parties except as permitted or required by law.

10 - Disclaimer of Warranties

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY LAW, INVENTORY STUDIO DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. AI-ASSISTED OUTPUTS, FORECASTS, AND RECOMMENDATIONS ARE PROVIDED FOR INFORMATIONAL PURPOSES AND DO NOT CONSTITUTE A GUARANTEE OF BUSINESS OUTCOMES; YOU REMAIN RESPONSIBLE FOR YOUR OPERATIONAL DECISIONS.

11 - Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, OR DATA, ARISING OUT OF OR RELATED TO THE SERVICES. EXCEPT FOR YOUR PAYMENT OBLIGATIONS, EACH PARTY'S TOTAL LIABILITY UNDER THESE TERMS WILL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY YOU FOR THE SERVICES IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

12 - Termination

We may suspend or terminate your access to the Services for material breach of these Terms that remains uncured after notice, or where required to protect the Services or comply with law. Upon termination of a subscription, provisions that by their nature should survive, including confidentiality, intellectual property, disclaimers, and limitations of liability, will survive.

13 - Changes to These Terms

We may update these Terms from time to time. The updated version will be posted on this page with a revised "Last updated" date. Continued use of the Services after changes become effective constitutes acceptance of the revised Terms.

14 - Governing Law

These Terms are governed by the laws of the State of California, without regard to its conflict of laws principles. The state and federal courts located in Orange County, California will have exclusive jurisdiction over any dispute arising out of these Terms, and each party consents to personal jurisdiction and venue there.

15 - Contact

Questions about these Terms can be directed to info@inventorystudio.com or by mail to Inventory Studio, Inc., [street address], Costa Mesa, CA, US.