These Terms of Service (“Terms”) constitute a legally binding agreement between you (“Customer,” “you,” or “your”) and IntelliSyncs Inc. (“IntelliSyncs,” “we,” “us,” or “our”), governing your access to and use of the IntelliSyncs warehouse automation platform, including all related software, APIs, documentation, and professional services (collectively, the “Services”).

By executing an Order Form, clicking to accept these Terms, accessing the platform, or otherwise using the Services, you acknowledge that you have read, understood, and 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 that entity to these Terms. If you do not have such authority or do not agree to these Terms, you may not use the Services.

IntelliSyncs provides an AI-powered warehouse automation platform that encompasses robotic orchestration, warehouse management system (WMS) integration, inventory optimization, pick-path routing, demand forecasting, and related professional and consulting services. The specific Services, scope, term, fees, and deliverables applicable to your engagement are detailed in one or more mutually executed Order Forms or Statements of Work (each an “Order Form”), which are incorporated into these Terms by reference.

We reserve the right to modify, enhance, or discontinue features of the Services at any time, provided that we will not materially degrade the core functionality of the Services during an active subscription term without providing at least 30 days’ prior written notice and offering a reasonable transition plan.

As a condition of using the Services, you agree to the following obligations:

• Account Security: You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You agree to notify us immediately of any unauthorized use or security breach.
• Authorized Use: You will use the Services only for lawful business purposes and in compliance with all applicable laws, regulations, and industry standards, including export control laws and data protection requirements.
• Prohibited Activities: You may not (a) reverse-engineer, decompile, or disassemble any portion of the Services; (b) use the Services to build a competitive product; (c) resell, sublicense, or distribute the Services to third parties except as expressly authorized; (d) introduce malware, viruses, or any other harmful code; (e) interfere with or disrupt the integrity or performance of the Services; or (f) use the Services to process, store, or transmit any information or material that infringes the rights of any third party.
• Cooperation: You will provide reasonable cooperation, access to facilities, and accurate information as needed for us to deliver and configure the Services. Delays caused by your failure to cooperate may impact delivery timelines and are not grounds for termination without liability.

Our IP

IntelliSyncs retains all right, title, and interest in and to the Services, including all software, algorithms, AI/ML models, APIs, documentation, designs, user interfaces, and any improvements, enhancements, or derivative works thereof. These Terms do not grant you any ownership rights in the Services. All rights not expressly granted herein are reserved by IntelliSyncs.

Your Data

You retain all ownership rights in the data, content, and information you upload to or generate through the Services (“Customer Data”). You grant IntelliSyncs a worldwide, royalty-free, non-exclusive license to access, use, process, and display Customer Data solely as necessary to provide the Services to you and as directed in your Order Form.

Feedback

Any suggestions, enhancement requests, recommendations, or other feedback you provide regarding the Services may be freely used by IntelliSyncs without obligation, restriction, or compensation to you.

Aggregated Data

We may collect, aggregate, and anonymize data derived from the operation of the Services (“Aggregated Data”) for purposes of improving our products, training AI/ML models, and publishing industry benchmarks. Aggregated Data does not identify you or any individual and is not considered Customer Data.

Fees for the Services are set forth in the applicable Order Form. Unless otherwise specified in the Order Form:

• All fees are quoted and payable in United States dollars (USD).
• Subscription fees are invoiced annually in advance or as otherwise specified in the Order Form.
• Invoices are due net 30 days from the invoice date.
• Late payments accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law.
• Fees are non-refundable except as expressly provided in these Terms or the Order Form.
• All fees are exclusive of taxes. You are responsible for all applicable sales, use, value-added, withholding, and similar taxes, excluding taxes based on IntelliSyncs’ net income.

We reserve the right to suspend Services if any undisputed invoice remains unpaid more than 15 days past due, provided we have given you at least 10 days’ prior written notice.

Disclaimer of Warranties. THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. TO THE MAXIMUM EXTENT PERMITTED BY LAW, INTELLISYNCS DISCLAIMS ALL WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE. The performance guarantees and service-level commitments applicable to your engagement, if any, are set forth exclusively in your Order Form.

Limitation of Damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL INTELLISYNCS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS OPPORTUNITY, ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES, WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Liability Cap. INTELLISYNCS’ TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY YOU TO INTELLISYNCS FOR THE SERVICES DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THE FOREGOING LIMITATIONS SHALL NOT APPLY TO (A) LIABILITY ARISING FROM GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, (B) INDEMNIFICATION OBLIGATIONS, OR (C) LIABILITY THAT CANNOT BE LIMITED OR EXCLUDED UNDER APPLICABLE LAW.

Term

These Terms commence on the Effective Date and remain in effect until terminated as provided herein. The initial subscription term for the Services is set forth in the applicable Order Form and will automatically renew for successive periods of equal duration unless either party provides written notice of non-renewal at least 30 days before the end of the then-current term.

Termination for Cause

Either party may terminate these Terms or any Order Form if the other party materially breaches its obligations and fails to cure such breach within 30 days after receiving written notice. IntelliSyncs may also terminate immediately upon written notice if you violate Sections 3 (User Responsibilities) or 4 (Intellectual Property), or if required by law.

Effect of Termination

Upon termination: (a) all rights granted to you under these Terms cease immediately; (b) you shall pay all outstanding fees accrued through the termination date; (c) each party shall return or destroy the other party’s Confidential Information, subject to standard backup retention policies; and (d) IntelliSyncs will provide you with a reasonable opportunity (not less than 30 days) to export your Customer Data in a standard format, after which we may delete such data.

The following sections shall survive termination: 4 (Intellectual Property), 5 (Payment Terms, with respect to amounts owed), 6 (Limitation of Liability), 8 (Governing Law), and any other provisions that by their nature should survive.

These Terms shall be governed by and construed in accordance with the laws of the State of Tennessee, without regard to its conflict of law principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms.

Any dispute, claim, or controversy arising out of or relating to these Terms shall be resolved exclusively in the state or federal courts located in Shelby County, Tennessee, and each party irrevocably consents to the personal jurisdiction and venue of such courts.

Before initiating formal legal proceedings, the parties agree to first attempt to resolve the dispute informally through good faith negotiations for a period of at least 30 days. Either party may initiate this process by sending a written notice describing the dispute to the other party’s designated legal contact.

• Entire Agreement: These Terms, together with all executed Order Forms, constitute the entire agreement between the parties concerning the Services and supersede all prior communications, representations, and agreements.
• Amendments: We may update these Terms from time to time. Material changes will be communicated to you at least 30 days in advance via email or platform notification. Continued use of the Services after the effective date constitutes acceptance of the revised Terms.
• Severability: If any provision of these Terms is found to be unenforceable, the remaining provisions shall remain in full force and effect, and the unenforceable provision shall be reformed to the minimum extent necessary to make it enforceable.
• Waiver: The failure of either party to enforce any right or provision of these Terms shall not constitute a waiver of future enforcement of that right or provision.
• Assignment: You may not assign or transfer these Terms, in whole or in part, without our prior written consent. We may assign these Terms without restriction in connection with a merger, acquisition, or sale of all or substantially all of our assets.
• Force Majeure: Neither party shall be liable for delays or failures in performance resulting from causes beyond its reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, government actions, labor disputes, internet or utility failures, and denial-of-service attacks.
• Notices: All legal notices under these Terms shall be in writing and sent to the addresses provided in the Order Form or to such other address as either party may designate in writing. Notices may be delivered via email, personal delivery, or certified mail.