Express WMS Terms of Service By using our application, you are agreeing to comply and be bound by all terms and conditions herein. Please review the following terms carefully. If you do not agree to these terms, you should not use this application. This Agreement is a legal document which sets out your rights and obligations, and those of Camelot 3PL Software Inc., the owner of Express WMS, a company registered in state of North Carolina, USA (“Camelot 3PL Software”, “Company”, “we”, “us” or “our”), in relation to Express WMS (“Software”, “Application”, “Service”) and the services offered by Camelot 3PL Software through it. Acceptance of Agreement You agree to the terms and conditions outlined in this Terms of use Agreement. We reserve the right to update or revise these Terms without giving you any notice. Please check the Terms periodically for changes. Your continued use of our application following the posting of any changes to the Terms constitutes acceptance of those changes. Our Terms will be kept up to date at 3plsoftware.com. Copyright Company alone shall own all right, title and interest, including all related intellectual property rights, in and to our technology, the content and the service and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or any other party relating to Camelot 3PL Software. The company name, the company logo, and the product names associated with Camelot 3PL Software are trademarks of company or third parties, and no right or license is granted to use them. The copying, redistribution, use or publication by you of any such matters or any part of the Camelot 3PL Software is strictly prohibited. You do not acquire ownership rights to any content, document or other materials viewed through Camelot 3PL Software. The posting of information or materials on Camelot 3PL Software does not constitute a waiver of any right in such information and materials. Some of the content on the site is the copyrighted work of third parties. Privacy policy Privacy and security policies may be viewed at the Camelot 3PL Software Privacy Policy page. We reserve the right to modify our privacy and security policies in our reasonable discretion from time to time. Note that because Camelot 3PL Software is an online application, we occasionally may need to notify all users of important announcements regarding the operation of the software. Account Access In some cases, it is necessary for Company employees to access your application and content in order to diagnose a problem. When you contact our support team, it is implied that you are allowing Company employees to access your account if necessary, in order to be helpful. If you wish to receive assistance without granting permission to your account, please specify as much in your communication with our support team and those requests will be honored to the extent possible. Use of your information The Company does not own any data, information or material that you or other users submit. You shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use any and all customer data that you submit, and Company shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any customer data. Upon request by the System Administrator, the Company may remove, modify, edit or otherwise alter any applicable customer data. The Administrator shall also have the power to block, delete or otherwise modify the access of users under its applicable account, and shall be solely responsible for the addition and removal of users under its account. Company reserves the right to withhold, remove and/or discard customer data without notice for any breach of the Agreement. Upon termination for breach of the Agreement, your right to access or use customer data immediately ceases, and we shall have no obligation to maintain or forward any customer data. Your Responsibilities All activity occurring with your use of the application are your responsibility and shall abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with your use of the Express WMS Software, including those related to data privacy, international communications and the transmission of technical or personal data. In addition, you shall be responsible for abiding by any and all internal policies, procedures and regulations which are required by your employer and/or the applicable administrator(s) of your account. You shall (1) notify us immediately of any unauthorized use of any password or account or any other known or suspected breach of security; (2) report to us immediately and use reasonable efforts to stop immediately any copying or distribution of content that is known or suspected by you or other users to violate this agreement or the intellectual property rights of third parties; (3) and not impersonate another user or provide false identity information to gain access to or use the Express WMS software. Permitted uses and License Grant Company grants you a non-exclusive, non-transferable, worldwide right to use Express WMS, solely for your own internal business purposes, subject to the terms and conditions of this Agreement. All rights not expressly granted to you are reserved by Camelot 3PL Software and its licensors. You shall not: (1) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the software or the content in any way; (2) modify or make derivative works based upon the software or the content; (3) or reverse engineer or access to the software in order to (a) build a competitive product or service, (b) build a product using similar ideas, features, functions or graphics of Express WMS, or (c) copy any ideas, features, functions or graphics of the software. Payment, Refunds, Upgrading and Downgrading Terms Payments for monthly usage are according to the sign SaaS proposal. The Service is billed in advance on a monthly basis and is non-refundable. There will be no refunds or credits for partial months of service, upgrade/downgrade refunds, or refunds for months unused with an open account. In order to treat everyone equally, no exceptions will be made. 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) taxes. For any upgrade or downgrade in plan level, a credit will be provided (if necessary for any overpayments) and the new rate will be adjusted on your next billing cycle. Downgrading your Service may cause the loss of features of your application. Camelot 3PL Software does not accept any liability for such loss. Cancellation and Termination You are solely responsible for properly canceling your account. You can cancel your account at any time by contacting Camelot 3PL Software by phone. If you cancel the solution before the end of your current paid up cycle (month), your cancellation will take effect immediately and you will not be charged again. Camelot 3PL Software, in its sole discretion, has the right to suspend or terminate your account and refuse any and all current or future use of the Service, for any reason at any time. Such termination of the Service will result in the deactivation or deletion of your Account or your access to your Account, and the forfeiture and relinquishment of all Content in your Account. Camelot 3PL Software reserves the right to refuse service to anyone for any reason at any time. Indemnification You agree to indemnify and hold Camelot 3PL Software, its licensors and each such party’s parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys’ fees and costs) arising out of or in connection with: (1) a claim alleging that use of the customer data infringes the rights of, or has caused harm to, a third party; (2) a claim, which if true, would constitute a violation by you of your representations and warranties; or (3) a claim arising from the breach by you or other users of this Agreement, provided in any such case that Company (a) gives written notice of the claim promptly to you; (b) gives you sole control of the defense and settlement of the claim (provided that you may not settle or defend any claim unless you unconditionally release Company of all liability and such settlement does not affect company’s business or service); (c) provides to you all available information and assistance; (d) and has not compromised or settled such claim. Representations and Warranties Each party represents and warrants that it has the legal power and authority to enter into this Agreement. Company represents and warrants that it will provide Camelot 3PL Software in a manner consistent with general industry standards reasonably applicable to the provision thereof and that Camelot 3PL Software will perform substantially in accordance with the online company help documentation under normal use and circumstances. You represent and warrant that you have not falsely identified yourself nor provided any false information to gain access to the Camelot 3PL Software and that your billing information is correct. Disclaimer Company and its licensors make no representation, warranty or guaranty as to the reliability, timeliness, quality, suitability, truth, availability, accuracy or completeness of the service or any content. Company and its licensors do not represent or warrant that: (1) THE USE OF THE SERVICE WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (2) THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (3) ANY STORED DATA WILL BE ACCURATE OR RELIABLE, (4) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (5) ERRORS OR DEFECTS WILL BE CORRECTED, OR (6) THE SERVICE OR THE SERVER(S) THAT MAKE THE SERVICE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. The service and all content is provided to you strictly on “as is” basis. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY COMPANY AND ITS LICENSORS. Limitation of Liability Company shall not be liable for any loss, injury, claim, liability or damage of any kind resulting in any way from (a) any errors or omissions from Camelot 3PL Software, (b) the unavailability or interruption of Express WMS or any features thereof, (c) your use of Express WMS, (d) the content contained within the software, or (e) any delay or failure in performance beyond our control. Changes in terms and conditions Company reserves the right to modify the terms and conditions of this Agreement or its policies relating to Express WMS at any time, effective upon posting of an updated version of this Agreement on the company website. You are responsible for regularly reviewing this Agreement. Continued use of Camelot 3PL Software after any such changes shall constitute your consent to such changes. Our Terms will be kept up to date at Camelot 3PL Software.com/terms-of-service. Assignment This Agreement may not be assigned by you without the prior written approval of Camelot 3PL Software but may be assigned without your consent by the Company to (a) a parent or subsidiary, (b) an acquirer of assets, or (c) a successor by merger. Any purported assignment in violation of this section shall be void. General This Agreement shall be governed by European Union export laws, without regard to the choice or conflicts of law provisions of any jurisdiction, and any disputes, actions, claims or causes of action arising out of or in connection with this Agreement or Camelot 3PL Software shall be subject to the exclusive jurisdiction. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect. No joint venture, partnership, employment, or agency relationship exists between you and Company as a result of this agreement or use of Express WMS. The failure of Company to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by Company in writing. This Agreement, together with any applicable Invoices, comprises the entire agreement between you and Company and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties regarding the subject matter contained herein. Definitions “Consent” of the data subject is any freely given, specific, informed and unambiguous indication of the data subject’s wishes by which he or she, by a statement or by a clear affirmative action, signifies agreement to the processing of personal data relating to him or her. By “Content” we mean the audio and visual information, documents, software, products and services contained or made available to you by the Company in the course of using Express WMS. By “Company technology” we mean all of company’s proprietary technology (including software, hardware, products, processes, algorithms, user interfaces, know-how, techniques, designs and other tangible or intangible technical material or information) made available to you by company. By “Customer data” we mean any data, information or material provided or submitted by you to Camelot 3PL Software in the course of using Camelot 3PL Software. “Incident” means: (a) a complaint or a request with respect to the exercise of an individual’s rights; (b) an investigation into or seizure of the personal data by government officials, or a specific indication that such an investigation or seizure is imminent; or (c) any breach of the security and/or confidentiality as set out in this DPA leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, the personal data, or any indication of such breach having taken place or being about to take place. By “Intellectual property rights” we mean unpatented inventions, patent applications, patents, design rights, copyrights, trademarks, service marks, trade names, domain name rights, mask work rights, know-how and other trade secret rights, and all other intellectual property rights, derivatives thereof, and forms of protection of a similar nature anywhere in the world. By “License term(s)” we mean the period(s) during which you are licensed to use Camelot 3PL Software pursuant to this Agreement and any applicable order form(s). “Personnel” refers to those individuals who are employed by or are under contract to perform a service on behalf of one of the parties. Personnel may have rights in their personal data (including business contact information) if they reside in the EU. It is important to be clear about how personnel’s rights are protected. “Personal Data” is data relating directly or indirectly to an identifiable data subject. Personal data does not include any data that is anonymized, aggregated, de-identified and/or compiled on a generic basis and which does not name or identify a specific individual, directly or indirectly. “Processing” is: collecting, recording, using, storing, amending, adapting, disclosing, transferring or transmitting, structuring, using, combining, deleting or destroying, personal data (“Process” and “Processed” shall have similar meanings). “Profiling” means any form of automated processing of personal data consisting of the use of personal data to evaluate certain personal aspects relating to a natural person, in particular to analyze or predict aspects concerning that natural person’s performance at work, economic situation, health, personal preferences, interests, reliability, behavior, location or movements. “Restriction of processing” is the marking of stored personal data with the aim of limiting their processing in the future. “Third party” is a natural or legal person, public authority, agency or body other than the data subject, controller, processor and persons who, under the direct authority of the controller or processor, are authorized to process personal data. By “User” we mean an individual authorized to use Camelot 3PL Software and have been supplied user identifications and passwords.