Terms of Service

These Terms of Service (these “Terms”) govern Customer’s access to and use of the online platform and related services operated by OpenWav, Inc. d/b/a OpenWav (“Company”). By registering for an Account, accessing the Platform, or using any of the Services, Customer agrees to be bound by these Terms. These Terms constitute a legally binding agreement between Company and Customer. If Customer does not agree to these Terms, Customer must not access or use the Platform or Services.

SECTION 1: DEFINITIONS

As used in these Terms of Service (these “Terms”), the following capitalized terms have the meanings set forth below. Capitalized terms used but not defined in this Section 1 shall have the meanings ascribed to such terms elsewhere in these Terms.

“Account” means the registered account established by Customer on the Platform in accordance with Section 2, through which Customer and its Authorized Users access and use the Services.

“Account Administrator” means the individual designated by Customer pursuant to Section 2.4 who is authorized to manage Customer’s Account, including the addition and removal of Authorized Users, assignment of Permission Levels, and administration of Account settings and preferences.

“Applicable Law” means all federal, state, local, and foreign laws, statutes, regulations, ordinances, rules, orders, decrees, directives, and governmental requirements, in each case as amended from time to time, that are applicable to a Party or the subject matter of these Terms, including, without limitation, all applicable trade, import, export control, sanctions, anti-corruption, consumer protection, data privacy, intellectual property, and product safety laws and regulations.

“Artwork” means any logos, images, graphics, designs, illustrations, photographs, text, fonts, color specifications, patterns, templates, vector files, or other visual content uploaded to, created on, or submitted through the Platform by or on behalf of Customer for use in connection with the customization, production, or branding of Products, including without limitation any Customer Marks incorporated therein.

“Authorized Users” means the individuals who are authorized by Customer, through the Account Administrator, to access and use the Platform under Customer’s Account, subject to the Permission Levels assigned to such individuals in accordance with Section 2.5.

“Beta Features” means any features, tools, functionalities, or services offered on or through the Platform that are designated by Company as “beta,” “pre-release,” “preview,” “experimental,” “early access,” or similar designation, as further described in Section 3.9.

“Company” means OpenWav, Inc. d/b/a OpenWav, together with its affiliates, subsidiaries, successors, and assigns, as applicable.

“Confidential Information” means all non-public information disclosed by or on behalf of one Party (the “Disclosing Party”) to the other Party (the “Receiving Party”), whether disclosed orally, in writing, electronically, or by any other means, 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, including, without limitation: (a) with respect to Company, the Platform’s source code, algorithms, pricing methodologies, supplier relationships, manufacturing processes, and business strategies; and (b) with respect to Customer, Customer Content, Artwork, order volumes, product designs, and business plans. Confidential Information does not include information that: (i) is or becomes generally available to the public other than through a breach of these Terms; (ii) was in the Receiving Party’s possession prior to disclosure without restriction on use or disclosure; (iii) is received from a third party without restriction and without breach of any obligation of confidentiality; or (iv) is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information.

“Customer” means the business entity that accepts these Terms and establishes an Account on the Platform. For the avoidance of doubt, “Customer” refers solely to the legal entity on whose behalf these Terms are accepted and does not include individual consumers or end users of Products.

“Customer Content” means all data, information, materials, text, images, files, communications, feedback, suggestions, and other content uploaded, submitted, posted, transmitted, or otherwise made available by or on behalf of Customer or its Authorized Users through the Platform, including, without limitation, Artwork, Specifications, and communications with Company personnel, but excluding any Company IP.

“Customer Marks” means the trademarks, service marks, trade names, logos, trade dress, brand elements, and other source identifiers owned by or licensed to Customer that Customer provides or makes available for use in connection with the production of White-Label Products.

“Intellectual Property” means (or “IP”) all patents, patent applications, trademarks, service marks, trade names, trade dress, copyrights, moral rights, trade secrets, know-how, inventions, designs, databases, domain names, and all other intellectual property rights and proprietary rights, whether registered or unregistered, and all applications, renewals, extensions, and restorations thereof, in each case under the laws of any jurisdiction.

“Marks” means trademarks, service marks, trade names, logos, trade dress, and other source identifiers, whether registered or unregistered, together with all goodwill associated therewith.

“Order” means a binding purchase request submitted by Customer through the Platform for the production and delivery of Products in accordance with specified Specifications, quantities, and delivery requirements, subject to acceptance by Company.

“Party” means Company or Customer, individually, and “Parties” means Company and Customer, collectively.

“Permission Levels” means the role-based access controls and authorization tiers available within the Platform that determine the scope of functionality, data access, and transactional authority available to individual Authorized Users, as further described in Section 2.5.

“Platform” means the proprietary online platform operated by Company, accessible at enterprise.openwav.ai and any associated mobile applications, through which Company makes the Services available to Customer, including all software, tools, interfaces, APIs, and features provided therein, as may be modified, updated, or replaced by Company from time to time.

“Products” means the customized physical goods produced pursuant to an Order, including without limitation apparel, headwear, drinkware, bags, office supplies, promotional products, packaging, accessories, and other merchandise, which may be manufactured by Company directly or through third-party manufacturing partners.

“Proof” means a digital representation, mock-up, sample rendering, or pre-production specimen of a Product prepared by or on behalf of Company for Customer’s review and approval prior to commencement of a production run, as further described in Section 3.3.

“Services” means the suite of services made available by Company to Customer through the Platform, including online ordering, product customization tools, Proof approval workflows, production management, fulfillment, shipping, Artwork storage, design services (if offered), warehousing, inventory management, customer support, and such other services as Company may offer from time to time, as further described in Section 3.

“Specifications” means the product requirements, parameters, and instructions provided or selected by Customer in connection with an Order, including, without limitation, product type, dimensions, materials, colors, quantities, Artwork placement, finishing treatments, packaging requirements, and any other customization details necessary for production.

“Territory” means the geographic territory or territories to which Company provides shipping and fulfillment services, as published on the Platform and updated by Company from time to time.

“Tooling” means any dies, screens, plates, molds, printing plates, embroidery files, separations, templates, jigs, fixtures, and other manufacturing tools or equipment created or procured by or on behalf of Company in connection with the production of Products for Customer.

“White-Label Products” means Products that are produced, finished, packaged, and/or labeled using Customer Marks, such that the Products are presented to end consumers or recipients under Customer’s branding rather than Company’s branding or any third-party branding.

SECTION 2: ELIGIBILITY AND ACCOUNT STRUCTURE

2.1 Business Use Only

The Platform and Services are offered exclusively for use by business entities in connection with such entities’ commercial activities. The Platform is not intended for, and may not be used by, individual consumers for personal, family, or household purposes. By accessing or using the Platform, Customer represents and warrants that Customer is a duly organized and validly existing business entity (including, without limitation, a corporation, limited liability company, partnership, sole proprietorship, or other legally recognized business form) under the laws of its jurisdiction of organization.

2.2 Authority to Bind

The individual accepting these Terms on behalf of Customer represents and warrants that such individual: (a) is at least eighteen (18) years of age or the age of majority in the jurisdiction in which such individual resides, whichever is greater; (b) has the legal capacity to enter into binding agreements; and (c) has been duly authorized by Customer to accept these Terms and bind Customer to the obligations set forth herein. If the individual accepting these Terms does not have such authority, or if Customer does not agree to be bound by these Terms, such individual must not access or use the Platform and must not accept these Terms on behalf of Customer.

Customer further represents and warrants that: (i) Customer has full corporate or organizational power and authority to enter into these Terms and to perform its obligations hereunder; (ii) the acceptance of these Terms and the performance of Customer’s obligations hereunder have been duly authorized by all necessary corporate or organizational action on the part of Customer; and (iii) these Terms constitute the legal, valid, and binding obligation of Customer, enforceable against Customer in accordance with their terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting creditors’ rights generally and general principles of equity.

2.3 Enterprise Customers

Company may, in its sole discretion, designate certain Customers as enterprise customers (“Enterprise Customers”) and make available to such Enterprise Customers additional features, services, pricing tiers, dedicated support, service level commitments, or customized terms pursuant to a separate written agreement or order form executed by the Parties (each, an “Enterprise Agreement”). In the event of any conflict between these Terms and an Enterprise Agreement, the Enterprise Agreement shall control solely with respect to the subject matter addressed therein, and these Terms shall continue to apply in all other respects.

2.4 Account Registration and Administration

(a) To access and use the Services, Customer must register for an Account by providing complete, accurate, and current information as requested in the registration process, including, without limitation, Customer’s legal entity name, jurisdiction of organization, business address, tax identification number (if requested), and primary contact information. Customer shall promptly update its Account information to ensure it remains accurate and complete at all times.

(b) Company reserves the right to verify Customer’s identity, business status, legal existence, and eligibility to use the Platform, and may request additional documentation or information in connection therewith. Company may, in its sole discretion, decline to register any Customer, refuse to open an Account, or suspend or terminate an existing Account if Company determines that the information provided is inaccurate, incomplete, or misleading, or that the registration otherwise fails to comply with these Terms or Applicable Law.

(c) Upon successful registration, Customer shall designate an Account Administrator. The Account Administrator shall serve as Customer’s primary point of contact with Company for Account management purposes and shall have the authority to: (i) add, modify, suspend, and remove Authorized Users; (ii) assign and modify Permission Levels; (iii) manage Account settings, preferences, and billing information; (iv) approve Orders (subject to applicable Permission Levels); and (v) exercise such other administrative functions as the Platform makes available from time to time.

(d) Customer may change its designated Account Administrator at any time by providing written notice to Company through the Platform’s administrative interface or by contacting Company at support@openwav.ai. Company may require reasonable verification of the authority of the individual requesting such change prior to effectuating the designation of a new Account Administrator.

2.5 Authorized Users and Permission Levels

(a) The Account Administrator may add Authorized Users to Customer’s Account, subject to any applicable limitations on the number of Authorized Users as set forth in Customer’s service tier or Enterprise Agreement. Each Authorized User must be an individual who is either an employee, officer, director, contractor, or agent of Customer and who has a legitimate business need to access the Platform on Customer’s behalf.

(b) The Account Administrator shall assign each Authorized User a Permission Level that defines the scope of such user’s access to Platform functionality and data. Permission Levels may include, without limitation, the following access tiers (or such other tiers as Company may make available from time to time):

(i) View Only — access to view Artwork, Order history, Product catalogs, and Account information, without transactional or editing authority;

(ii) Design/Upload — authority to upload, create, edit, and manage Artwork and Specifications, and to initiate Proof requests;

(iii) Order Authority — authority to submit, modify, and cancel Orders, approve Proofs, and authorize expenditures on behalf of Customer, subject to any spending limits established by the Account Administrator; and

(iv) Administrator — full administrative authority over the Account, including user management, billing, and all transactional capabilities.

(c) The Account Administrator may modify or revoke any Authorized User’s Permission Level or remove any Authorized User from the Account at any time through the Platform’s administrative interface. Any such modification or removal shall be effective upon implementation within the Platform. Company shall have no liability for actions taken by an Authorized User prior to the effective time of any modification to or removal of such user’s access.

2.6 Account Security and Responsibility

(a) Customer is solely responsible for maintaining the confidentiality and security of all Account credentials, including usernames, passwords, API keys, and any multi-factor authentication mechanisms associated with Customer’s Account and each Authorized User’s access. Customer shall implement and maintain commercially reasonable security measures to prevent unauthorized access to its Account.

(b) Customer shall immediately notify Company at support@openwav.ai upon becoming aware of, or reasonably suspecting, any unauthorized access to or use of Customer’s Account, any Authorized User’s credentials, or any other breach of security affecting the Account. Such notification shall include all reasonably available details regarding the nature and scope of the suspected unauthorized access.

(c) Customer is fully responsible and liable for all activities that occur under, through, or in connection with Customer’s Account, whether or not authorized by Customer, including, without limitation, all: (i) Orders placed; (ii) Artwork or Customer Content uploaded or submitted; (iii) communications transmitted; (iv) Proofs approved; and (v) modifications to Account settings or Authorized User access. Without limiting the foregoing, Customer’s obligation to pay for all Orders placed through its Account shall not be affected by any claim that such Orders were placed without Customer’s authorization.

(d) Company reserves the right to suspend or restrict access to any Account or any Authorized User’s access immediately and without prior notice if Company reasonably believes that the Account or such access has been compromised or is being used in violation of these Terms. Company shall use commercially reasonable efforts to notify Customer of any such suspension promptly after it is implemented. Company shall not be liable for any loss or damage arising from Customer’s failure to maintain the security of its Account credentials or from any suspension implemented in good faith pursuant to this Section 2.6(d).

SECTION 3: PLATFORM SERVICES

3.1 Overview of Services

Subject to Customer's compliance with these Terms, Company grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Platform and Services during the term of these Terms solely for Customer's internal business purposes. The Services include the functionality described in this Section 3, as may be modified, expanded, or discontinued by Company from time to time in accordance with Section 3.11. The specific features, service tiers, and capabilities available to Customer may vary based on Customer's subscription level, Account type, or Enterprise Agreement.

3.2 Online Ordering and Customization

(a) The Platform provides Customer with online tools and interfaces for browsing available Product categories, selecting base products, configuring Specifications, uploading Artwork, applying customizations, and submitting Orders. Customer acknowledges that Product availability, pricing, minimum order quantities, lead times, and available customization options are subject to change without notice and may vary based on manufacturing capacity, material availability, and other factors.

(b) Company provides customization tools on the Platform that permit Customer and its Authorized Users to upload Artwork, position graphics and text, select colors and materials, preview product renderings, and configure other product parameters. While Company uses commercially reasonable efforts to provide accurate on-screen representations of Products, Customer acknowledges that digital renderings are approximations only and may not precisely reflect the final appearance of manufactured Products due to variations in materials, printing processes, screen calibration, and manufacturing tolerances. Color matching, material texture, and other visual characteristics of finished Products may differ from on-screen previews, and such differences shall not constitute a defect or nonconformity unless they exceed the stated tolerances.

(c) Customer is solely responsible for the accuracy, completeness, and legality of all Specifications, Artwork, and customization selections submitted through the Platform. Company shall have no obligation to independently verify the accuracy of Customer's Specifications or to identify errors, omissions, or potential intellectual property conflicts in Customer's submissions, except to the extent expressly agreed in connection with design services described in Section 3.6.

3.3 Proof Approval Workflow

(a) Prior to commencing a production run, Company shall (unless otherwise specified in an Enterprise Agreement or waived by Customer through the Platform's order settings) provide Customer with a Proof for review and approval. Proofs may be provided as digital mock-ups, composite images, or, where applicable and agreed upon by the Parties, physical samples (subject to additional lead time and charges).

(b) Customer shall review each Proof and, through the Platform, either: (i) approve the Proof, thereby authorizing Company to proceed with production in accordance with the approved Proof; (ii) request specific modifications to the Proof, in which case Company shall prepare and submit a revised Proof for further review; or (iii) reject the Proof and cancel the Order. Customer's approval of a Proof constitutes Customer's confirmation that the design, layout, colors, Artwork placement, text, Specifications, and other elements depicted in the Proof are acceptable for production.

(c) Company shall not be liable for any errors, defects, or nonconformities in Products that are consistent with an approved Proof, including without limitation spelling errors, incorrect Artwork, color selections, sizing issues, or design placement. Customer's sole remedy for Products that conform to an approved Proof but do not meet Customer's expectations shall be limited to the remedies, set forth herein.

(d) If Customer fails to approve, request modifications to, or reject a Proof within the timeframe specified on the Platform or in the applicable Order confirmation (or, if no timeframe is specified, within five (5) business days of Proof delivery), Company may, in its sole discretion: (i) extend the review period; (ii) deem the Proof approved and proceed with production; or (iii) cancel the Order. Company shall use commercially reasonable efforts to notify Customer prior to exercising any option under this Section 3.3(d).

3.4 Production and Fulfillment

(a) Following Proof approval (or waiver thereof), Company shall arrange for the production of Products in accordance with the approved Specifications and Proof. Customer acknowledges and agrees that Company may manufacture Products itself or engage third-party manufacturers, subcontractors, or fulfillment providers to perform all or any portion of the production, finishing, assembly, packaging, and fulfillment of Products. Company's engagement of subcontractors shall not relieve Company of its obligations to Customer under these Terms.

(b) Estimated production and delivery timelines provided through the Platform or in Order confirmations are good-faith estimates only and do not constitute guaranteed delivery dates unless expressly designated as guaranteed in an Enterprise Agreement. Actual production and delivery times may be affected by order volume, manufacturing complexity, material availability, quality control requirements, shipping logistics, force majeure events, and other factors. Company shall use commercially reasonable efforts to meet estimated timelines and to promptly notify Customer of any material delays.

(c) Company shall arrange for shipment of completed Products to the delivery address specified by Customer in the Order. Shipping methods, carriers, and estimated transit times shall be as selected by Customer from the options available on the Platform or, if not selected, as determined by Company in its reasonable discretion. Company's shipping and delivery obligations are limited to the Territory.

3.5 Artwork and Design File Storage

(a) The Platform provides Customer with cloud-based storage for Artwork, design files, Specifications, templates, and related content uploaded by or on behalf of Customer. Company shall maintain commercially reasonable security measures to protect stored Customer Content from unauthorized access, loss, or corruption. Customer acknowledges that storage capacity may be subject to limits based on Customer's service tier.

(b) Customer retains all right, title, and interest in and to its stored Artwork and design files, subject to the license granted to Company. Company shall not access, use, or disclose Customer's stored files except as necessary to provide the Services, comply with Applicable Law, or as otherwise permitted under these Terms.

(c) While Company uses commercially reasonable efforts to maintain the availability and integrity of stored Customer Content, Company does not guarantee that stored files will be free from corruption, loss, or degradation. Customer is solely responsible for maintaining independent backup copies of all Artwork, design files, and other Customer Content. Company's liability for any loss of or damage to stored Customer Content shall be subject to the limitations set forth herein.

3.6 Design Services

Company may, at its discretion, offer design services through the Platform, including custom graphic design, artwork preparation, file optimization, and design consultation (collectively, "Design Services"). Design Services, where available, shall be subject to separate pricing, timelines, and terms as communicated through the Platform at the time of engagement. The availability of Design Services is not guaranteed, and Company may modify, limit, or discontinue Design Services at any time without liability to Customer.

3.7 Customer Support and Communications

(a) Company provides customer support through the channels published on the Platform, which may include email, in-platform messaging, chat functionality, telephone, and such other channels as Company may make available from time to time. Support availability, response times, and service levels may vary based on Customer's service tier or Enterprise Agreement.

(b) All communications between Customer (or its Authorized Users) and Company through the Platform, including support requests, order-related correspondence, design feedback, and general inquiries, may be logged, retained, and used by Company for quality assurance, training, dispute resolution, and service improvement purposes. Customer consents to such retention and use of communications and shall ensure that its Authorized Users are informed of and consent to such practices.

3.8 Warehousing and Inventory Management

Company may, at its discretion, offer warehousing, inventory storage, and inventory management services ("Warehousing Services") whereby Company stores finished Products or raw materials on Customer's behalf for later fulfillment or distribution. Warehousing Services, where available, shall be subject to separate pricing, storage limits, minimum commitments, and terms as communicated through the Platform or in an Enterprise Agreement. Company shall maintain commercially reasonable security and environmental controls for warehoused items but shall not be liable for loss or damage to warehoused goods. The availability of Warehousing Services is not guaranteed, and Company reserves the right to modify storage allocations, impose or adjust storage fees, or discontinue Warehousing Services upon reasonable notice to Customer.

3.9 Beta Features and Pre-Release Functionality

(a) Company may, from time to time, make Beta Features available to Customer for testing, evaluation, or early access purposes. Beta Features are provided on an "AS IS" and "AS AVAILABLE" basis without any warranty, representation, or guarantee of any kind, whether express, implied, statutory, or otherwise, including without limitation any implied warranties of merchantability, fitness for a particular purpose, non-infringement, reliability, availability, accuracy, or completeness.

(b) Customer's use of Beta Features is entirely voluntary and at Customer's sole risk. Beta Features may contain bugs, errors, defects, or deficiencies; may not function as intended or as described; may be modified or discontinued without notice; and may not be made generally available. Company expressly disclaims any and all liability arising from or relating to Customer's use of or reliance on Beta Features, including without limitation any loss of data, business interruption, lost profits, or other damages.

(c) Company may revoke access to any Beta Feature at any time, for any reason or no reason, without prior notice and without liability. Customer shall not rely on the continued availability of any Beta Feature for production use, order fulfillment, or any critical business process.

3.10 Platform Availability and Maintenance

(a) Company shall use commercially reasonable efforts to maintain the availability of the Platform; provided, however, that the Platform is provided on an "AS AVAILABLE" basis, and Company does not guarantee uninterrupted, error-free, or continuous access to the Platform. The Platform may be unavailable or experience degraded performance due to scheduled maintenance, emergency maintenance, software updates, infrastructure changes, third-party service disruptions, telecommunications failures, cyberattacks, force majeure events, or other causes beyond Company's reasonable control.

(b) Company reserves the right to perform scheduled maintenance on the Platform at such times as Company deems appropriate, during which the Platform may be temporarily unavailable or operate with limited functionality. Company shall use commercially reasonable efforts to perform scheduled maintenance during periods of low usage and to provide advance notice of planned maintenance windows through the Platform, email notification, or such other means as Company deems appropriate. Notwithstanding the foregoing, Company may perform emergency maintenance at any time without prior notice when Company reasonably determines that immediate action is necessary to preserve the integrity, security, or availability of the Platform.

(c) Periods of Platform unavailability, whether due to scheduled maintenance, emergency maintenance, or other causes, shall not: (i) constitute a breach of these Terms; (ii) be included in the calculation of any production lead times, delivery estimates, Proof review periods, or other time-sensitive obligations under these Terms; (iii) excuse Customer from its payment obligations; or (iv) give rise to any right to terminate, any claim for damages, or any other remedy on the part of Customer, except as may be expressly set forth in an Enterprise Agreement containing specific service level commitments.

(d) Notwithstanding anything to the contrary herein, any uptime commitments, service level agreements, service credits, or related remedies for Platform unavailability shall apply solely to Enterprise Customers whose Enterprise Agreements expressly include such provisions and solely to the extent and on the terms set forth therein.

3.11 Modification of Services

(a) Company reserves the right, in its sole discretion and at any time, to modify, enhance, update, supplement, suspend, or discontinue any aspect of the Services, Platform functionality, features, tools, interfaces, or Product offerings, including without limitation by adding new features or services, removing existing features or services, modifying pricing or service tiers, changing minimum order requirements, or altering available customization options. Company shall use commercially reasonable efforts to provide advance notice of material adverse changes to the Services through the Platform or email notification; provided, however, that Company may implement changes without advance notice where required by Applicable Law, necessary for security purposes, or otherwise warranted by exigent circumstances.

(b) Customer's continued use of the Platform and Services following the implementation of any modification shall constitute Customer's acceptance of such modification. If Customer does not agree to a material modification, Customer's sole remedy shall be to terminate its Account. No modification to the Services shall give rise to any claim for damages or other liability on the part of Company, except as may be expressly set forth in an Enterprise Agreement.

3.12 Reservation of Rights

Company retains all right, title, and interest in and to the Platform, the Services, and all Company IP, including without limitation all software, tools, algorithms, user interfaces, methodologies, processes, workflows, and technology underlying or used in connection with the Platform and Services. Nothing in these Terms shall be construed as granting Customer any right, title, or interest in or to the Platform or Services other than the limited right of access expressly set forth in Section 3.1. Company reserves all rights not expressly granted to Customer under these Terms. Without limiting the foregoing, Company reserves the right, in its sole discretion, to reject any Order, decline any Artwork or design, refuse to produce any Product, or terminate any Customer's access to the Platform, in each case for any reason or no reason consistent with Applicable Law.

SECTION 4: ORDER OF PRECEDENCE

4.1 Governing Agreement

These Terms, together with any applicable Enterprise Agreement and Order confirmations issued by Company, constitute the complete and exclusive statement of the agreement between the Parties with respect to Customer's access to and use of the Platform and Services and the purchase of Products, and supersede all prior or contemporaneous proposals, understandings, representations, warranties, conditions, communications, and agreements, whether oral or written, between the Parties relating to such subject matter. No terms or conditions set forth in any Customer purchase order, acknowledgment, confirmation, request for proposal, request for quotation, or other ordering document or business form (collectively, "Customer Documents") shall be deemed to amend, modify, supplement, or supersede any provision of these Terms, regardless of any failure by Company to object to such terms or conditions.

4.2 Express Rejection of Additional or Different Terms

(a) Company hereby expressly objects to and rejects any additional, different, or conflicting terms or conditions contained in, referenced by, or incorporated into any Customer Documents, whether submitted before, concurrently with, or after the execution or acceptance of these Terms or the submission of any Order. Such objection and rejection applies regardless of the form, format, or method of delivery of any Customer Document, and regardless of whether Company signs, acknowledges, accepts delivery under, or otherwise performs under any Customer Document containing such terms.

(b) To the extent that these Terms and any Customer Document are deemed to constitute an exchange of forms under Section 2-207 of the Uniform Commercial Code ("UCC"), any additional or different terms contained in any Customer Document are hereby deemed material alterations to these Terms and are expressly rejected by Company. Company's acceptance of any Order or commencement of performance shall not constitute acceptance of any terms or conditions in any Customer Document that are additional to or different from those set forth in these Terms. The terms of these Terms shall exclusively govern all transactions between the Parties, notwithstanding any terms or conditions that may be printed on or referenced in any Customer Document.

(c) For the avoidance of doubt, Company's failure to expressly object to any specific provision of a Customer Document in any particular instance shall not constitute a waiver of Company's right to object to such provision or similar provisions in any subsequent transaction, nor shall it constitute acceptance of any such provision.

4.3 Order of Precedence

In the event of any conflict or inconsistency among the documents governing the relationship between the Parties, such conflict or inconsistency shall be resolved in accordance with the following order of precedence (listed from highest to lowest priority):

(i) An individually negotiated Enterprise Agreement executed by both Parties, solely with respect to the specific subject matter expressly addressed therein;

(ii) These Terms (including any amendments executed by both Parties);

(iii) Order confirmations issued by Company through the Platform; and

(iv) Any other documentation referenced in or incorporated by these Terms.

Customer Documents, regardless of when submitted or whether acknowledged by Company, shall have the lowest precedence and shall be effective only to the extent they are consistent with the foregoing documents and do not add to, alter, or conflict with the terms contained therein.

4.4 Applicability of the Uniform Commercial Code

(a) The Parties acknowledge and agree that, to the extent the transactions contemplated by these Terms involve the sale of goods, such transactions shall be governed by UCC Article 2, except as expressly modified by these Terms. To the extent permitted by Applicable Law, the Parties agree that the provisions of these Terms shall control over any conflicting or supplementary default provisions of the UCC.

(b) Without limiting the generality of the foregoing, the Parties agree that: (i) Company's commencement of production shall not constitute acceptance of any terms in Customer Documents that are additional to or inconsistent with these Terms (UCC § 2-207); (ii) no course of dealing, course of performance, or usage of trade shall be used to supplement, explain, or modify the express terms of these Terms except as expressly agreed in writing by Company (UCC §§ 1-303, 2-202); and (iii) the Statute of Frauds under UCC § 2-201 is satisfied by these Terms and any Order confirmation issued by Company through the Platform.

4.5 Right to Subcontract

Company reserves the right, in its sole discretion, to subcontract the performance of all or any portion of its production, manufacturing, finishing, assembly, fulfillment, shipping, warehousing, or other operational obligations under these Terms to third-party manufacturers, vendors, or service providers, without the prior consent of Customer. Company's engagement of subcontractors shall not relieve Company of its obligations to Customer under these Terms with respect to the Products delivered. Customer acknowledges that the identity of Company's manufacturing partners and subcontractors constitutes Confidential Information of Company.

SECTION 5: ORDERS

5.1 Quotations and Estimates

(a) Unless expressly stated otherwise in writing, all quotations, estimates, and pricing proposals provided by Company (whether through the Platform, by email, or otherwise) are non-binding and constitute invitations to submit an Order only. No quotation or estimate shall constitute an offer capable of acceptance or create any binding obligation on Company unless expressly designated as a "firm quotation" with a stated validity period.

(b) Quotations are based on the information, Specifications, quantities, and delivery requirements provided by Customer at the time of the quotation request. Company reserves the right to adjust any quotation if the actual Specifications, quantities, materials, Artwork complexity, or other parameters differ from those upon which the original quotation was based. Unless otherwise specified in a quotation, quoted prices shall be valid for a period of thirty (30) calendar days from the date of issuance, after which they are subject to change without notice.

5.2 Order Submission and Acceptance

(a) Customer may submit Orders through the Platform in accordance with the procedures and requirements set forth therein. Each Order shall constitute an offer by Customer to purchase Products from Company on the terms set forth in these Terms and the applicable Order details. Submission of an Order does not guarantee acceptance by Company.

(b) No Order shall be binding upon Company until Company issues a written Order confirmation through the Platform or by email (an "Order Confirmation"). Company reserves the right, in its sole discretion, to accept or reject any Order, in whole or in part, for any reason or no reason, including without limitation based on Artwork content, product feasibility, manufacturing capacity, creditworthiness of Customer, or prior payment history. Company shall use commercially reasonable efforts to notify Customer of any rejection or partial acceptance within three (3) business days of Order submission.

(c) An Order Confirmation shall constitute acceptance of the Order solely on the terms set forth in such Order Confirmation and these Terms. Any terms or conditions in Customer's Order that are additional to, different from, or inconsistent with these Terms or the Order Confirmation are rejected and shall be of no force or effect in accordance with Section 4.2.

5.3 Order Cancellation

(a) Customer may request cancellation of an accepted Order by submitting a cancellation request through the Platform. Company shall use commercially reasonable efforts to accommodate cancellation requests; provided, however, that Company's ability to cancel an Order may be limited by the stage of production at the time of the request. Company shall confirm or deny any cancellation request within two (2) business days of receipt.

(b) If Company accepts a cancellation request, Customer shall be liable for the following cancellation fees, as applicable:

(i) Orders cancelled prior to commencement of production: a cancellation fee equal to 25% of the total Order value, plus any non-recoverable costs incurred by Company in connection with the Order (including, without limitation, Tooling costs, material procurement costs, and third-party charges);

(ii) Orders cancelled after commencement of production but prior to completion: a cancellation fee equal to the greater of (A) 50% of the total Order value or (B) the actual costs incurred by Company through the date of cancellation, including labor, materials, Tooling, subcontractor charges, and allocated overhead; and

(iii) Orders cancelled after production is complete: no cancellation shall be permitted, and Customer shall be obligated to accept delivery and pay for the Products in full.

(c) For the avoidance of doubt, Products manufactured to Customer's Specifications using Customer's Artwork or Customer Marks ("Custom Products") generally cannot be cancelled after commencement of production, as such Products cannot be resold to other customers. Company may, in its sole discretion, waive or reduce cancellation fees on a case-by-case basis, but no such waiver shall establish a precedent or entitle Customer to similar treatment for future cancellations.

5.4 Order Modifications

(a) Customer may request modifications to an accepted Order (including changes to Specifications, quantities, Artwork, delivery dates, or shipping addresses) by submitting a modification request through the Platform. Company shall use commercially reasonable efforts to accommodate modification requests; provided, however, that Company's ability to implement modifications may be limited by the stage of production, material availability, or other operational constraints.

(b) Any accepted modification may result in changes to pricing, lead times, or other Order terms, and Company shall communicate any such changes to Customer through the Platform prior to implementing the modification. Customer's confirmation of the revised terms through the Platform shall constitute acceptance of the modified Order. If Customer does not accept the revised terms, the original Order shall remain in effect without modification.

(c) Company reserves the right to charge reasonable change-order fees for modifications requested after Order Confirmation, particularly where such modifications require rework, additional setup, new Tooling, or procurement of alternative materials.

5.5 Production Scheduling and Lead Times

(a) Company shall schedule production of accepted Orders in accordance with estimated lead times communicated through the Platform or in the Order Confirmation. All lead times are good-faith estimates only and do not constitute guaranteed completion or delivery dates unless expressly designated as guaranteed in an Enterprise Agreement. Company shall use commercially reasonable efforts to meet estimated lead times but shall not be liable for delays that do not constitute a breach hereunder.

(b) Estimated lead times are calculated from the later of: (i) the date of Order Confirmation; (ii) the date of Customer's final Proof approval; (iii) the date of Company's receipt of all required Artwork, Specifications, and Customer Content in production-ready form; and (iv) the date of Company's receipt of any required deposit or advance payment. Any delay by Customer in providing the foregoing shall extend the estimated lead time on a day-for-day basis, at minimum.

(c) Company reserves the right to adjust production schedules and lead times based on manufacturing capacity, equipment availability, material supply, labor availability, seasonal demand, force majeure events, and other operational factors. Company shall use commercially reasonable efforts to provide prompt notice to Customer of any material change to estimated lead times.

5.6 Rush Orders

Company may, at its sole discretion, offer expedited production and delivery for certain Orders ("Rush Orders"). Rush Orders are subject to availability, manufacturing capacity, and material supply, and may incur additional surcharges as communicated through the Platform at the time of Order submission. Company does not guarantee the availability of Rush Order processing for any particular Order or Product type. Surcharges for Rush Orders are non-refundable regardless of whether the expedited timeline is achieved, except in cases of Company's willful misconduct or gross negligence.

5.7 Minimum Order Quantities

Certain Products may be subject to minimum order quantities ("MOQs") as published on the Platform or communicated in a quotation. MOQs may vary by Product type, customization method, material, and other factors. Company reserves the right to reject any Order that does not meet applicable MOQs or to charge a small-lot surcharge for Orders below the standard MOQ threshold, as disclosed on the Platform at the time of Order submission.

5.8 Overruns and Underruns

(a) Customer acknowledges that the nature of custom manufacturing may result in production quantities that vary from the quantity specified in an Order. Unless otherwise agreed in an Enterprise Agreement, Company's delivery of Products within a tolerance of plus or minus ten percent (+/- 10%) of the ordered quantity shall constitute full and complete performance of Company's delivery obligation with respect to quantity (the "Quantity Tolerance").

(b) Company shall invoice Customer for the actual quantity of conforming Products shipped, not the quantity originally ordered. Customer shall be obligated to accept and pay for all Products delivered within the Quantity Tolerance. Delivery of quantities within the Quantity Tolerance shall not give rise to any claim by Customer for breach, short shipment, or overshipment, nor shall it entitle Customer to reject the delivery, withhold payment, or claim any credit, offset, or damages.

(c) If Company anticipates that actual production quantities will exceed the Quantity Tolerance (i.e., greater than 110% of the ordered quantity), Company shall use commercially reasonable efforts to notify Customer prior to shipment and shall not ship quantities exceeding the Quantity Tolerance without Customer's prior written consent. In the event of underruns exceeding the Quantity Tolerance (i.e., less than 90% of the ordered quantity), Customer's sole remedy shall be to terminate these Terms.

5.9 Inventory Availability and Allocation

Product availability, base product inventory, materials, and manufacturing capacity are subject to prior sale and allocation. Company reserves the right to allocate inventory and production capacity among its customers in any manner it deems appropriate, in its sole discretion, without liability to Customer. Company shall use commercially reasonable efforts to notify Customer if an accepted Order cannot be fulfilled due to inventory constraints and to offer commercially reasonable alternatives, including substitution of comparable materials or components where feasible.

5.10 Substitutions

(a) Company reserves the right to substitute materials, components, blank goods, or manufacturing processes with alternatives of equal or greater quality or functionality when the originally specified items are unavailable, discontinued, or subject to supply constraints, provided such substitutions do not materially alter the Specifications of the finished Product. Company shall use commercially reasonable efforts to notify Customer of any material substitution prior to commencement of production; provided, however, that failure to provide such notice shall not constitute a breach where the substitution does not materially affect the form, fit, function, or appearance of the finished Product.

(b) If Customer objects to a proposed substitution within two (2) business days of notification, Company may, in its sole discretion: (i) delay production until the original materials become available (with corresponding adjustment to lead times); (ii) cancel the Order without penalty to either Party; or (iii) propose alternative substitutions for Customer's consideration.

5.11 Customer-Supplied Specifications and Content

(a) Where Customer provides custom Specifications, technical drawings, blueprints, or other detailed production instructions, Company shall use commercially reasonable efforts to manufacture Products in accordance therewith; provided, however, that Company does not warrant the fitness, suitability, or manufacturability of Customer-supplied Specifications and shall not be liable for any defect, nonconformity, or failure arising from errors, omissions, ambiguities, or impracticalities in Customer-supplied Specifications.

(b) Company reserves the right to reject or request modification of any Customer-supplied Specifications that Company determines, in its reasonable judgment, to be technically infeasible, commercially impractical, or likely to result in Products that do not meet applicable quality or safety standards. Company shall notify Customer of any such concerns and provide Customer with a reasonable opportunity to revise the Specifications prior to commencement of production.

5.12 Pre-Production Samples and Strike-Offs

(a) Company may, upon Customer's request or at Company's initiative, produce pre-production samples, strike-offs, color drawdowns, or other production specimens ("Samples") for Customer's review and approval prior to commencement of a full production run. Samples are subject to separate pricing, which shall be communicated to Customer through the Platform at the time of the Sample request. Sample fees are non-refundable, regardless of whether Customer proceeds with the full production Order.

(b) Customer's written approval of a Sample (provided through the Platform or by email) shall constitute authorization for Company to proceed with full production based on the approved Sample and shall supersede any prior Proof approval to the extent inconsistent therewith. Customer acknowledges that Samples are produced under conditions that may differ from full production runs, and that minor variations between an approved Sample and final production Products are inherent in the manufacturing process and do not constitute defects or nonconformities.

(c) Variations that are within industry-standard tolerances for the applicable manufacturing process (including, without limitation, variations in color, texture, weight, dimensions, placement, and material characteristics) shall not entitle Customer to reject Products, withhold payment, or claim any breach of these Terms. Specific tolerance ranges for particular manufacturing processes are available upon request and may be set forth in applicable Product specifications on the Platform.

SECTION 6: PRICING AND PAYMENT

6.1 Pricing

(a) All prices for Products and Services are as set forth on the Platform, in a quotation, or in an Order Confirmation, as applicable. Prices are subject to change at any time without prior notice; provided, however, that price changes shall not apply to Orders for which Company has issued an Order Confirmation prior to the effective date of such price change, unless otherwise agreed by the Parties.

(b) Unless expressly stated otherwise, all prices quoted by Company are exclusive of: (i) applicable taxes (as set forth in Section 6.2); (ii) shipping and handling charges (as set forth in Section 6.3); (iii) customs duties, tariffs, and import fees (as set forth in Section 6.4); (iv) setup fees, Tooling charges, and related production charges (as set forth in Section 6.7); and (v) any surcharges for Rush Orders, small-lot orders, or expedited shipping.

(c) Company reserves the right to correct typographical, clerical, or computational errors in any pricing published on the Platform, in quotations, or in Order Confirmations at any time, even after an Order has been submitted or confirmed. In such event, Company shall notify Customer of the corrected pricing and Customer shall have the right to cancel the affected Order without penalty within two (2) business days of such notification.

6.2 Taxes

(a) All amounts payable under these Terms are exclusive of, and Customer shall be responsible for, all applicable federal, state, local, and foreign sales taxes, use taxes, value-added taxes (VAT), goods and services taxes (GST), excise taxes, and any other taxes, duties, or governmental charges of any nature imposed on or in connection with the transactions contemplated by these Terms, however designated (collectively, "Taxes"), excluding only taxes imposed on Company's net income.

(b) If Customer claims exemption from any Tax, Customer shall provide Company with a valid, properly executed tax exemption certificate or other documentation acceptable to the relevant taxing authority prior to submitting the first Order for which such exemption is claimed. Customer shall indemnify, defend, and hold harmless Company from and against any Taxes, penalties, interest, and related costs arising from Customer's failure to provide valid exemption documentation or from any determination by a taxing authority that Customer's claimed exemption is invalid or inapplicable. Company reserves the right to charge Customer for Taxes retroactively if an exemption certificate is subsequently determined to be invalid.

(c) Company shall collect and remit Taxes where required by Applicable Law. If Company is required by Applicable Law to withhold or deduct any Taxes from payments received from Customer, the amount payable by Customer shall be increased to the extent necessary so that Company receives the full amount it would have received had no such withholding or deduction been required.

6.3 Shipping and Handling

(a) Shipping and handling charges are in addition to Product prices and shall be calculated at the time of Order based on the shipping method selected by Customer, package dimensions, weight, destination, and carrier rates then in effect. Shipping charges displayed on the Platform at the time of Order are estimates and may be adjusted based on actual shipment characteristics. Customer shall be responsible for all actual shipping and handling charges incurred in connection with the delivery of Products.

(b) Unless otherwise specified in an Order Confirmation or Enterprise Agreement, all shipments within the Territory shall be made FCA (Free Carrier) Company's shipping facility (Incoterms® 2020). Risk of loss and damage to Products shall transfer to Customer upon delivery to the carrier at Company's shipping facility. Customer shall be responsible for procuring adequate insurance coverage for Products in transit after transfer of risk.

6.4 Customs Duties, Tariffs, and Import Fees

For international shipments, Customer shall be solely responsible for all customs duties, tariffs, import taxes, brokerage fees, and any other charges or assessments imposed by governmental authorities in connection with the importation of Products into Customer's country or territory of destination. Unless otherwise agreed in an Enterprise Agreement, international shipments shall be made DAP (Delivered at Place) Customer's designated delivery address (Incoterms® 2020), with Customer assuming responsibility as importer of record and bearing all costs of customs clearance. Company shall have no liability for delays, confiscation, or additional costs arising from customs procedures, regulatory requirements, or import restrictions applicable to Products in the destination country.

6.5 Payment Terms

(a) Unless otherwise specified in an Order Confirmation, Enterprise Agreement, or approved credit application, payment for all Products and Services is due net thirty (30) days from the date of invoice ("Payment Terms"). Company shall issue invoices upon shipment of Products or, for Services, upon completion of the applicable Service milestone. All payments shall be made in United States Dollars (USD) unless otherwise agreed in writing by Company.

(b) Payment shall be made by such methods as Company accepts from time to time, which may include ACH transfer, wire transfer, corporate credit card, or such other methods as published on the Platform. Customer shall bear all bank charges, wire fees, and transaction costs associated with payment. Payment shall be deemed received only upon Company's receipt of immediately available, cleared funds in full satisfaction of the applicable invoice.

(c) Company reserves the right to apply payments received from Customer to any outstanding invoice or obligation of Customer in such order as Company determines, regardless of any remittance instructions or invoice designations provided by Customer, unless otherwise agreed in writing.

6.6 Deposits and Advance Payments

(a) Company may, in its sole discretion, require a deposit or advance payment as a condition of accepting an Order. Required deposits shall be communicated through the Platform at the time of Order submission or in the Order Confirmation. Unless otherwise specified, required deposits shall be equal to 20% of the estimated total Order value.

(b) Deposits for Custom Products (i.e., Products manufactured to Customer's unique Specifications or incorporating Customer's Artwork or Customer Marks) are non-refundable once production has commenced, regardless of any subsequent cancellation, modification, or refusal of delivery by Customer. Deposits for standard, non-custom Products may be refundable in accordance with Company's then-current cancellation policy as set forth in Section 5.3. Deposits shall be applied as a credit against the final invoice for the applicable Order.

(c) Failure to remit a required deposit within the timeframe specified in the Order Confirmation (or, if no timeframe is specified, within five (5) business days of Order Confirmation) shall entitle Company to cancel the Order without liability and to release any reserved production capacity or materials allocated to the Order.

6.7 Setup Fees, Tooling Charges, and Production Charges

(a) In addition to Product pricing, Customer shall be responsible for all applicable setup fees, screen charges, plate charges, digitization fees, embroidery tape fees, die costs, mold costs, and other production setup charges ("Setup Fees") as quoted by Company or published on the Platform. Setup Fees are typically incurred on the first Order for a given design or configuration and may not be charged on repeat Orders using the same setup, at Company's discretion.

(b) Setup Fees are non-refundable once the applicable setup work (including, without limitation, screen preparation, plate burning, die cutting, mold fabrication, or file digitization) has been initiated, regardless of whether Customer proceeds with the full production Order.

(c) Ownership of Tooling. Unless otherwise expressly agreed in a separate written agreement signed by Company:

(i) All Tooling created or procured by Company in connection with Customer's Orders (including, without limitation, screens, plates, dies, molds, embroidery files, and separations) shall remain the sole and exclusive property of Company, regardless of whether Customer has paid Setup Fees or Tooling charges in connection therewith. Payment of Setup Fees constitutes payment for the service of creating or preparing the Tooling for use, not payment for ownership of the Tooling itself.

(ii) Company shall store Tooling in its facilities (or the facilities of its subcontractors) for a period of not less than twenty-four (24) months following the date of the last Order utilizing such Tooling (the "Tooling Retention Period"). Company shall maintain commercially reasonable care of stored Tooling during the Tooling Retention Period.

(iii) Following expiration of the Tooling Retention Period, Company may, without prior notice and without liability to Customer, destroy, discard, recycle, repurpose, or otherwise dispose of any Tooling that has not been utilized in connection with an active Order during the preceding twenty-four (24) month period. Company shall have no obligation to return, transfer, or release Tooling to Customer.

(iv) If Customer desires to maintain Tooling beyond the Tooling Retention Period, Customer may request an extension by contacting Company at support@openwav.ai. Company may, in its sole discretion, agree to extended storage subject to monthly or annual storage fees as communicated to Customer at the time of the extension request.

6.8 Late Payment

(a) Any amount not paid when due shall bear interest from the due date until paid in full at a rate equal to the lesser of: (i) one and one-half percent (1.5%) per month (eighteen percent (18%) per annum); or (ii) the maximum rate permitted by Applicable Law, compounded monthly. Such interest shall accrue without the necessity of demand or notice from Company.

(b) In addition to accrued interest, Customer shall reimburse Company for all costs and expenses incurred in connection with the collection of any past-due amounts, including, without limitation, reasonable attorneys' fees, court costs, collection agency fees, and other enforcement costs, whether or not litigation is commenced. Company's right to recover collection costs shall not be limited by any applicable statute of limitations on the underlying debt.

(c) In the event of Customer's failure to make any payment when due, Company may, without prejudice to any other rights or remedies available under these Terms or at law, and without liability to Customer: (i) suspend or terminate Customer's access to the Platform and Services; (ii) suspend production or shipment of pending Orders; (iii) require prepayment or cash-on-delivery terms for all future Orders; (iv) revoke or modify any previously extended credit terms; (v) withhold or place a hold on Customer Content, Artwork, and design files stored on the Platform; and/or (vi) exercise any other rights and remedies otherwise available under Applicable Law.

6.9 Credit Approval and Credit Terms

(a) Payment terms other than prepayment are extended solely at Company's discretion and are subject to Company's credit approval process. Company may require Customer to complete a credit application and provide financial references, financial statements, or other information reasonably necessary to evaluate Customer's creditworthiness. Company reserves the right to approve, deny, limit, or revoke credit in its sole discretion.

(b) Company may establish a credit limit for Customer's Account, which shall represent the maximum aggregate amount of unpaid invoices outstanding at any time. Company may decline to accept or process Orders that would cause Customer's outstanding balance to exceed its credit limit. Company reserves the right to modify or revoke Customer's credit limit or Payment Terms at any time, for any reason, upon written notice to Customer. Any such modification shall apply to Orders submitted after the effective date of the notice.

(c) If Company determines, in its reasonable judgment, that Customer's financial condition has materially deteriorated, or if Customer fails to make any payment when due under these Terms or any other agreement between the Parties, Company may, in addition to any other remedies available, demand adequate assurance of Customer's ability to perform its payment obligations. Customer shall provide such assurance within ten (10) business days of Company's request. Failure to provide adequate assurance shall entitle Company to suspend performance and treat such failure as an anticipatory repudiation under UCC § 2-609.

6.10 Chargebacks

(a) If Customer initiates a chargeback, reversal, or dispute with its payment provider, bank, or credit card company with respect to any amount properly charged by Company under these Terms, Company may assess an administrative chargeback fee of fifty dollars ($50) per occurrence (or such other amount as published on the Platform), in addition to pursuing recovery of the underlying amount. Customer acknowledges that initiating a chargeback in lieu of following the dispute resolution procedures set forth in Section 6.11 constitutes a material breach of these Terms.

(b) Company reserves the right to suspend Customer's Account, withhold shipment of pending Orders, and pursue all available legal remedies (including recovery of the chargeback amount, chargeback fees, and all costs and expenses incurred in connection therewith) in the event of any chargeback initiated by Customer.

6.11 Disputed Invoices

(a) If Customer disputes any invoice or portion thereof in good faith, Customer shall notify Company in writing (through the Platform's dispute mechanism or by email to support@openwav.ai) within fifteen (15) days of the invoice date, specifying in reasonable detail the nature and basis of the dispute and the amount in controversy. Failure to submit a written dispute within such fifteen (15) day period shall constitute Customer's irrevocable acceptance of the invoice in full.

(b) Notwithstanding any dispute, Customer shall timely pay all undisputed amounts in accordance with the applicable Payment Terms. Customer's obligation to pay undisputed portions of an invoice is not excused or suspended by the existence of a dispute regarding other portions of the same invoice or other invoices.

(c) Upon receipt of a timely invoice dispute, Company shall investigate in good faith and respond to Customer within ten (10) business days. If the Parties are unable to resolve the dispute through good-faith negotiation within thirty (30) days of Customer's initial dispute notice, either Party may pursue resolution in accordance with the terms hereunder. Pending resolution of any dispute, Company's rights with respect to undisputed amounts (including the right to charge interest and pursue collection) are fully preserved.

6.12 Currency

Unless otherwise expressly agreed in writing by Company or specified in an Enterprise Agreement, all prices, quotations, invoices, and payments under these Terms shall be denominated in and made in United States Dollars (USD). If any amount is paid in a currency other than USD, the payment shall be converted at the exchange rate published by a nationally recognized financial institution selected by Company as of the date of payment, and Customer shall bear all currency conversion costs, bank charges, and exchange rate risk.

6.13 Reservation of Title and Security Interest

(a) Notwithstanding delivery of Products to Customer or any carrier, Company retains title to and ownership of all Products until Company has received payment in full (including any applicable interest, fees, and charges) for such Products and all other amounts then due and payable by Customer to Company under these Terms or any other agreement between the Parties ("Reservation of Title"). Until title has transferred to Customer: (i) Customer holds the Products as bailee for Company; (ii) Customer shall store such Products separately from its own goods and those of third parties, in a manner that clearly identifies them as Company's property; (iii) Customer shall maintain adequate insurance on such Products for their full replacement value; and (iv) Customer shall not remove, obscure, or alter any identifying marks or packaging on such Products.

(b) To secure Customer's payment of all amounts owing to Company under these Terms (and any future indebtedness), Customer hereby grants to Company a purchase money security interest ("PMSI") under UCC Article 9 in: (i) all Products sold and delivered to Customer pursuant to these Terms; (ii) all proceeds (including cash proceeds, accounts receivable, and insurance proceeds) of such Products; and (iii) all accessions to and substitutions for such Products (collectively, the "Collateral"). This security interest shall secure all obligations of Customer to Company arising under these Terms, including the purchase price of Products, interest, fees, costs, and expenses of collection and enforcement. The Parties intend that this security interest constitute a purchase money security interest under UCC § 9-103 with the priority afforded thereto under UCC § 9-324.

(c) Customer authorizes Company to file UCC financing statements (including amendments, continuations, and initial financing statements) describing the Collateral in any jurisdiction deemed appropriate by Company to perfect the PMSI granted herein, without further consent, signature, or action by Customer. Customer shall cooperate with Company and execute such additional documents (including UCC financing statements, amendments, continuation statements, and subordination agreements) as Company may reasonably request from time to time to perfect, maintain, or enforce its security interest.

(d) Upon the occurrence of an event of default (including, without limitation, Customer's failure to make any payment when due, Customer's breach of any material obligation under these Terms, or Customer's insolvency, bankruptcy filing, or assignment for the benefit of creditors), Company shall have all rights and remedies of a secured party under UCC Article 9 and Applicable Law, including the right to take possession of the Collateral, dispose of the Collateral in a commercially reasonable manner, and apply the proceeds to Customer's outstanding obligations.

6.14 Lien on Customer Content and Artwork

(a) As additional security for Customer's payment of all amounts owing to Company under these Terms, Customer hereby grants Company a lien on and security interest in all Customer Content, Artwork, design files, Specifications, and other materials belonging to Customer that are stored on the Platform or otherwise in Company's possession or control (the "Artwork Lien"). The Artwork Lien shall secure all unpaid invoices, accrued interest, fees, and costs owing by Customer to Company.

(b) In the event Customer has any outstanding past-due balance, Company may, without liability and without limiting any other rights or remedies: (i) place a hold on all Customer Content and Artwork stored on the Platform, preventing download, transfer, or use in connection with new Orders; (ii) decline to release original Artwork, physical samples, or Tooling in Company's possession; and (iii) retain such materials until all amounts owed by Customer are paid in full. Company shall provide written notice to Customer prior to exercising its rights under this Section 6.14(b) and shall release such hold within five (5) business days of receiving full payment of all outstanding amounts.

(c) The Artwork Lien shall not be construed to grant Company any ownership interest in Customer's Intellectual Property or Customer Marks. Company's rights under this Section 6.14 are limited to a possessory and security interest for purposes of securing payment, and Company shall not use, reproduce, distribute, or sublicense Customer's Artwork or Customer Content for any purpose other than as expressly permitted under these Terms during the pendency of any lien.

SECTION 7: ARTWORK, TECHNICAL REQUIREMENTS, AND INTELLECTUAL PROPERTY

7.1 Artwork Submission and Technical Requirements

(a) Customer is solely responsible for ensuring that all Artwork submitted through the Platform conforms to Company's technical requirements as published on the Platform (the "Artwork Requirements"). Artwork Requirements are subject to change from time to time and may vary by Product type, printing method, and customization technique. As of the date of these Terms, Artwork Requirements generally include, without limitation, the following:

(i) File Formats: Vector formats (Adobe Illustrator (.ai), Encapsulated PostScript (.eps), Scalable Vector Graphics (.svg), or high-resolution PDF (.pdf)) are required for most printing methods. Raster formats (PNG, TIFF, PSD) are accepted only where expressly permitted for the applicable Product or printing method and must meet the resolution requirements set forth below.

(ii) Resolution: All raster images must be submitted at a minimum resolution of 300 DPI (dots per inch) at actual print size. Images submitted below this threshold may result in pixelation, loss of detail, or degraded print quality, and Company shall have no liability for any quality deficiencies attributable to low-resolution Artwork.

(iii) Color Profiles: Artwork intended for print production must be submitted in CMYK color mode. Artwork submitted in RGB, Pantone (PMS), or other color spaces will be converted to CMYK by Company using standard conversion profiles, and Customer acknowledges that color shifts may occur during conversion. Color matching limitations are further described in Section 9.2.

(iv) Additional Requirements: Artwork must include appropriate bleed areas, safe zones, and trim marks where applicable; text must be outlined or fonts embedded; transparency must be flattened where required by the applicable production method; and all linked images must be embedded. Specific requirements for each Product category and printing method are published on the Platform and incorporated herein by reference.

(b) If Customer submits Artwork that does not conform to the Artwork Requirements, Company may, in its sole discretion: (i) reject the Artwork and request resubmission, which may delay estimated lead times; (ii) attempt to correct or optimize the Artwork to meet production requirements, in which case Company may charge reasonable file-preparation fees as communicated to Customer through the Platform; or (iii) proceed with production using the non-conforming Artwork as submitted, in which case Customer assumes all risk of quality deficiencies attributable to the non-conforming files. Company shall have no obligation to correct, optimize, or otherwise modify non-conforming Artwork and shall not be liable for any defect, quality issue, or delay attributable to Customer's submission of Artwork that does not meet the Artwork Requirements.

(c) Company reserves the right to update Artwork Requirements from time to time to reflect changes in production technology, equipment, materials, or industry standards. Updated requirements shall be effective upon publication on the Platform. Customer is responsible for reviewing current Artwork Requirements prior to each submission.

7.2 Intellectual Property Ownership

(a) Customer IP. As between Company and Customer, Customer retains all right, title, and interest in and to: (i) Customer Content, including all Artwork, designs, photographs, illustrations, text, and other materials uploaded by or on behalf of Customer to the Platform; (ii) Customer Marks; (iii) all Intellectual Property owned by or licensed to Customer prior to or independent of these Terms; and (iv) all products of Design Services to the extent constituting derivative works of Customer's pre-existing IP (collectively, "Customer IP"). Nothing in these Terms shall be construed as a transfer, assignment, or conveyance of any ownership interest in Customer IP to Company, except as may be expressly agreed in a separate written agreement signed by Customer.

(b) Company IP. As between Company and Customer, Company retains all right, title, and interest in and to: (i) the Platform, including all software, source code, object code, algorithms, user interfaces, APIs, databases, and technology underlying or used in connection with the Platform; (ii) Company's proprietary manufacturing processes, techniques, methodologies, and know-how; (iii) Company's Marks, trade dress, and branding; (iv) generic product templates, design elements, stock imagery, and other non-Customer-specific content made available through the Platform; and (v) all improvements, modifications, or derivative works created by Company in connection with the Platform or Services that do not incorporate Customer IP (collectively, "Company IP"). Nothing in these Terms shall be construed as a transfer, assignment, or conveyance of any ownership interest in Company IP to Customer.

(c) Design Services Deliverables. Intellectual Property ownership of deliverables created by Company pursuant to Design Services shall be governed by the terms communicated at the time of engagement. Unless otherwise expressly agreed in writing by Company: (i) custom designs created by Company at Customer's direction using Customer's Artwork or Customer Marks shall be owned by Customer upon full payment; and (ii) generic design elements, templates, layout structures, and production techniques utilized by Company in creating such deliverables shall remain Company IP and may be reused by Company in connection with other customers.

7.3 License Grants

(a) License to Company. Customer hereby grants to Company a limited, non-exclusive, worldwide, royalty-free license to use, reproduce, modify, adapt, display, transmit, store, and create derivative works of Customer Content (including Artwork, Customer Marks, and Specifications) solely as necessary to: (i) perform the Services, including manufacturing, customizing, producing, finishing, packaging, and delivering Products in accordance with Customer's Orders; (ii) generate Proofs, Samples, mockups, and other pre-production materials for Customer's review; (iii) store Customer Content on the Platform in accordance with Section 3.5; (iv) display Customer Content within Customer's Account for Customer's and its Authorized Users' use; and (v) provide customer support and troubleshoot technical issues in connection with Customer's use of the Platform (the "Manufacturing License"). The Manufacturing License does not grant Company any right to use Customer Content for Company's own marketing, advertising, promotional, or commercial purposes, or to sublicense Customer Content to third parties for any purpose other than subcontracting production in accordance with Section 4.5.

(b) Duration and Termination. The Manufacturing License shall remain in effect for the duration of Customer's Account and shall survive termination or expiration of these Terms solely to the extent necessary to: (i) fulfill any Orders accepted prior to termination; (ii) comply with Company's data retention obligations under Applicable Law; and (iii) exercise Company's rights under Sections 6.13 and 6.14 (reservation of title, security interest, and Artwork Lien). Subject to the foregoing, the Manufacturing License shall terminate automatically upon the later of Account closure and fulfillment of all outstanding Orders.

(c) License to Customer. Company hereby grants to Customer a limited, non-exclusive, non-transferable license to access and use the Platform, including Company's design tools, templates, product configuration interfaces, and other Platform functionality, solely for Customer's internal business purposes in connection with ordering Products through the Platform. This license does not grant Customer any right to copy, reverse engineer, decompile, or create derivative works of the Platform or any Company IP, except as expressly permitted by Applicable Law.

(d) Portfolio and Marketing Use. Company may request Customer's permission to feature photographs of Products manufactured for Customer (without displaying Customer Marks prominently or in a manner suggesting endorsement) in Company's portfolio, website, or marketing materials. Any such use shall require Customer's prior written consent, which may be withheld in Customer's sole discretion. Notwithstanding the foregoing, Company may identify Customer as a client in general terms (e.g., client lists) unless Customer provides written notice opting out of such identification.

7.4 Customer Representations and Warranties Regarding Content

Customer represents, warrants, and covenants to Company that:

(a) Customer owns or has obtained all necessary rights, licenses, consents, permissions, and authorizations to provide all Customer Content (including Artwork, Customer Marks, photographs, designs, text, and other materials) to Company and to grant the licenses set forth in Section 7.3(a), free and clear of any liens, encumbrances, or restrictions;

(b) Customer Content does not and will not: (i) infringe, misappropriate, or violate any Intellectual Property rights, proprietary rights, rights of publicity, rights of privacy, or other rights of any third party; (ii) violate any Applicable Law, including without limitation any laws relating to defamation, obscenity, pornography, hate speech, discrimination, or incitement to violence; (iii) contain any material that is fraudulent, deceptive, misleading, or that constitutes unfair business practices; or (iv) contain any virus, malware, trojan horse, or other harmful or malicious code;

(c) Customer has obtained all necessary model releases, property releases, and third-party consents for any photographs, likenesses, or depictions of identifiable individuals or private property included in Customer Content;

(d) Customer's use of any third-party fonts, stock imagery, licensed artwork, or other licensed content included in Customer Content is within the scope of the applicable license and permits reproduction on physical goods in the quantities ordered; and

(e) Customer will not submit any Customer Content that infringes the Intellectual Property rights of Company or any third party, and Customer will immediately notify Company and cease use of any Customer Content if Customer becomes aware of any actual or potential infringement claim relating thereto.

7.5 Company's Rights Regarding Content

(a) Right to Reject. Company reserves the right, in its sole discretion, to reject, refuse to print, or remove any Customer Content that Company reasonably believes: (i) infringes or may infringe the Intellectual Property or other rights of any third party; (ii) violates or may violate Applicable Law; (iii) is obscene, defamatory, threatening, or otherwise objectionable; (iv) may expose Company to legal liability; or (v) violates Company's acceptable use policies as published on the Platform. Company shall use commercially reasonable efforts to notify Customer of any such rejection and the basis therefor, but shall not be liable for any delay, loss, or damage resulting from any rejection of Customer Content.

(b) No Obligation to Pre-Screen. Customer acknowledges and agrees that Company has no obligation to review, vet, pre-screen, monitor, or investigate Customer Content for potential Intellectual Property infringement, legal compliance, or other issues prior to production. Company's acceptance of an Order or commencement of production shall not constitute any representation or warranty by Company that Customer Content is non-infringing, lawful, or otherwise suitable for reproduction.

(c) DMCA Process. Company respects the Intellectual Property rights of third parties and complies with the Digital Millennium Copyright Act, 17 U.S.C. § 512 ("DMCA"). Company's designated agent for receiving notifications of claimed copyright infringement is identified on the Platform at https://enterprise.openwav.ai/legal/privacy-policy. If a third party submits a DMCA takedown notice regarding Customer Content, Company may remove or disable access to the allegedly infringing content and notify Customer in accordance with the DMCA. Customer may submit a counter-notification in accordance with 17 U.S.C. § 512(g) if Customer believes the takedown was issued in error. Company will process counter-notifications in accordance with the DMCA's statutory procedures. Repeat infringers may have their Accounts suspended or terminated.

7.6 Artwork Retention and Deletion

(a) Company shall retain Customer Content stored on the Platform for the duration of Customer's active Account, subject to applicable storage limits based on Customer's service tier. Company uses commercially reasonable efforts to maintain stored content but does not guarantee against data loss, corruption, or degradation, and Customer is solely responsible for maintaining independent backup copies of all Customer Content as set forth in Section 3.5(c).

(b) Upon termination or expiration of Customer's Account (for any reason), Company shall retain Customer Content for a period of thirty (30) days following the effective date of termination (the "Post-Termination Retention Period") to permit Customer to download and retrieve its files. Following the Post-Termination Retention Period, Company may permanently delete all Customer Content without further notice or liability to Customer, subject to Company's rights under Sections 6.13 and 6.14 and any legal hold obligations under Applicable Law.

(c) If Customer's Account remains inactive (i.e., no Orders placed and no logins by any Authorized User) for a continuous period of twelve (12) months, Company may, upon thirty (30) days' prior written notice to Customer's Account Administrator, delete stored Customer Content. Customer's failure to respond to such notice or to place an Order within the notice period shall constitute consent to deletion.

7.7 Intellectual Property Indemnification by Customer

(a) Customer shall indemnify, defend, and hold harmless Company and its officers, directors, employees, agents, affiliates, successors, and assigns (collectively, the "Company Indemnitees") from and against any and all claims, actions, proceedings, demands, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees and costs of litigation) (collectively, "Losses") arising out of or relating to: (i) any actual or alleged infringement, misappropriation, or violation of any Intellectual Property rights, proprietary rights, publicity rights, privacy rights, or other rights of any third party resulting from Company's use of Customer Content (including Artwork, Customer Marks, and Specifications) in accordance with these Terms; (ii) any breach of Customer's representations and warranties set forth in Section 7.4; or (iii) any claim that Products manufactured in accordance with Customer's Specifications, Artwork, or Customer Marks infringe the rights of a third party.

(b) Indemnification Procedures. Company shall: (i) provide Customer with prompt written notice of any claim for which indemnification is sought (provided that failure to provide timely notice shall not relieve Customer of its indemnification obligations except to the extent Customer is materially prejudiced by such failure); (ii) grant Customer sole control of the defense and settlement of such claim (provided that Customer shall not settle any claim in a manner that imposes any obligation, restriction, or liability on Company without Company's prior written consent, which shall not be unreasonably withheld); and (iii) provide reasonable cooperation and assistance in the defense of such claim, at Customer's expense. Company reserves the right to participate in the defense of any claim with counsel of its own choosing, at Company's expense. Notwithstanding Customer's control of defense, if Customer fails to assume the defense of a claim within fifteen (15) days of receiving notice, Company may assume the defense at Customer's expense.

(c) The indemnification obligations of this Section 7.7 are in addition to, and not in limitation of, any other indemnification obligations set forth in these Terms. This Section 7.7 applies specifically to Intellectual Property claims arising from Customer-provided content; general indemnification obligations (including indemnification for breach of these Terms, negligence, and violation of Applicable Law).

SECTION 8: WHITE LABELING AND PRIVATE LABELING

8.1 White-Label and Private-Label Services

(a) Company offers White-Label Products and private-label manufacturing services whereby Products are produced, finished, packaged, and/or labeled using Customer Marks, branding, and trade dress such that the Products are presented under Customer's branding rather than Company's branding or any third-party branding. Customer acknowledges that Company acts solely as a contract manufacturer and printer in providing white-label and private-label services, and does not endorse, sponsor, certify, or assume responsibility for the Products as marketed or sold by Customer to its end users or downstream customers.

(b) Customer shall provide Company with all branding materials, label content, packaging specifications, and brand guidelines necessary for the production of White-Label Products through the Platform or as otherwise agreed between the Parties. Company shall use commercially reasonable efforts to reproduce Customer's branding in accordance with Customer's Specifications; provided, however, that minor variations in color, placement, alignment, or other characteristics inherent in the applicable manufacturing process shall not constitute a breach and are subject to the tolerances set forth in Section 9.

8.2 Packaging and Labeling Specifications

(a) Customer is solely responsible for providing complete, accurate, and legally compliant content for all labels, tags, packaging, inserts, and other materials to be affixed to or included with White-Label Products (collectively, "Labeling Materials"). Labeling Materials must be submitted through the Platform in accordance with the Artwork Requirements set forth in Section 7.1 and must include all text, images, disclaimers, warnings, regulatory markings, care instructions, origin designations, and other content that Customer requires or that is required by Applicable Law for the Products as sold by Customer.

(b) Company shall reproduce Labeling Materials as provided by Customer and shall have no obligation to verify the accuracy, completeness, legality, or regulatory compliance of any Labeling Materials. Company's reproduction of Customer-provided Labeling Materials does not constitute any representation, warranty, or certification by Company that such materials are accurate, truthful, non-misleading, or compliant with Applicable Law.

(c) Customer shall be solely responsible for ensuring that all Labeling Materials comply with the specific requirements of each jurisdiction into which Customer distributes or sells White-Label Products, including without limitation any changes necessitated by updates to Applicable Law. Company shall have no liability for any claim, fine, penalty, recall, or other adverse consequence arising from the content of Customer-provided Labeling Materials.

8.3 Brand Standards and Approval Process

(a) If Customer has specific brand standards, style guides, or quality guidelines applicable to the reproduction of Customer Marks on White-Label Products, Customer shall provide such standards to Company through the Platform in written form prior to the first Order for White-Label Products. Company shall use commercially reasonable efforts to adhere to Customer's brand standards; provided, however, that compliance with brand standards is subject to the technical capabilities of the applicable manufacturing process and the tolerances set forth in Section 9.

(b) The Proof approval process set forth in Section 3.3 serves as the primary mechanism for Customer to review and approve the placement, sizing, color, and overall presentation of Customer Marks on White-Label Products. Customer's approval of a Proof constitutes Customer's acceptance that the Proof adequately represents Customer's brand standards and Specifications, and Company shall not be liable for any deviation from brand standards that is consistent with an approved Proof.

(c) Company reserves the right to require written approval from Customer's Account Administrator (or an Authorized User with Order Authority Permission Level) before commencing production of White-Label Products that incorporate Customer Marks for the first time or that involve significant changes to previously approved branding configurations.

8.4 Regulatory Compliance for Labeled Products

(a) Customer is solely and exclusively responsible for ensuring that all White-Label Products, as labeled, packaged, marketed, distributed, and sold by Customer, comply with all Applicable Law in each jurisdiction in which Customer offers, markets, distributes, or sells such Products, including without limitation:

(i) Federal Trade Commission ("FTC") regulations regarding labeling, advertising, and marketing claims, including the Textile Fiber Products Identification Act, the Wool Products Labeling Act, the Fur Products Labeling Act, and the FTC's Guides for the Use of Environmental Marketing Claims ("Green Guides");

(ii) Consumer Product Safety Commission ("CPSC") requirements, including the Consumer Product Safety Improvement Act ("CPSIA"), General Certificates of Conformity, Children's Product Certificates, tracking labels, and third-party testing requirements;

(iii) Food and Drug Administration ("FDA") requirements (to the extent applicable to any Products that contact food or are classified as cosmetics, drugs, or medical devices);

(iv) State-specific labeling requirements, including California's Proposition 65 warnings, state "Made in USA" standards, and state-specific textile labeling laws; and

(v) International labeling and regulatory requirements applicable in any jurisdiction outside the United States into which Customer distributes or sells White-Label Products, including without limitation the EU General Product Safety Directive, CE marking requirements, UK PSTI compliance, REACH regulations, and applicable country-of-origin marking rules.

(b) Customer acknowledges and agrees that Company is not a regulatory consultant and does not provide legal, compliance, or regulatory advice. Company's role is limited to manufacturing and printing Products in accordance with Customer's Specifications. Company makes no representation or warranty regarding the compliance of any Product with any regulatory standard, certification requirement, or labeling law, and expressly disclaims any liability arising from Customer's failure to comply with Applicable Law regarding the labeling, marketing, distribution, or sale of White-Label Products.

(c) If Company is made aware that any White-Label Product manufactured for Customer may violate Applicable Law (whether by notice from a governmental authority, third-party complaint, or otherwise), Company may, in its sole discretion and without liability to Customer: (i) suspend production of the affected Products pending resolution; (ii) require Customer to provide evidence of regulatory compliance before resuming production; or (iii) refuse to manufacture the affected Products. Company shall use commercially reasonable efforts to notify Customer promptly in such circumstances.

8.5 No Implied Endorsement

(a) Nothing in these Terms shall be construed as an endorsement, sponsorship, certification, or approval by Company of: (i) Customer's products, services, or brand; (ii) the quality, safety, efficacy, or fitness for purpose of any White-Label Product as marketed or sold by Customer; (iii) any claims, representations, or statements made by Customer in connection with White-Label Products; or (iv) Customer's business, operations, or reputation.

(b) Customer shall not make any representation or statement to any third party suggesting that Company endorses, sponsors, certifies, or approves Customer's products, brand, or marketing claims. Customer shall not use Company's name, Marks, or branding in any customer-facing materials, marketing, packaging, or communications without Company's prior written consent, except as may be required by Applicable Law (e.g., mandatory country-of-origin or manufacturer-of-record disclosures, which shall be limited to the minimum required by law).

(c) Customer is solely responsible for all marketing claims, product descriptions, warranty statements, efficacy claims, performance claims, safety representations, and any other statements made by or on behalf of Customer regarding White-Label Products. Company shall have no liability for any claim arising from Customer's marketing, advertising, or promotion of White-Label Products, including without limitation claims based on false advertising, deceptive practices, breach of warranty to end consumers, or product liability arising from marketing representations.

SECTION 9: PRODUCT SPECIFICATIONS AND MANUFACTURING TOLERANCES

9.1 General Manufacturing Tolerances

(a) Customer acknowledges and agrees that custom manufacturing inherently involves variability due to the nature of materials, equipment, environmental conditions, and production processes. Unless otherwise expressly agreed in an Enterprise Agreement or separate written specification signed by Company, all Products are manufactured subject to industry-standard tolerances for the applicable production method, material type, and product category. Variations within industry-standard tolerances do not constitute defects, nonconformities, or breaches of these Terms, and shall not entitle Customer to reject Products, withhold payment, claim any credit or offset, or assert any other remedy.

(b) Company publishes tolerance guidelines for common product categories and production methods on the Platform (the "Tolerance Guide"). The Tolerance Guide is incorporated herein by reference and is updated from time to time to reflect changes in production capabilities, equipment, or industry practices. In the event of any conflict between a specific tolerance stated in the Tolerance Guide and a general tolerance stated in this Section 9, the Tolerance Guide shall control. Customer is responsible for reviewing applicable tolerances prior to submitting an Order.

(c) Where these Terms or the Tolerance Guide do not specify a tolerance for a particular parameter, the applicable industry-standard tolerance for the relevant manufacturing process, as recognized by relevant trade associations or established by prevailing industry custom, shall apply. Company shall have no obligation to identify or disclose all applicable industry-standard tolerances in advance; such tolerances are deemed incorporated by reference as a matter of trade usage under UCC § 1-303.

9.2 Color Variation and Matching

(a) Screen-to-Print Variation. Customer acknowledges and agrees that colors displayed on computer monitors, mobile devices, and other digital screens cannot accurately represent printed or manufactured colors due to fundamental differences between additive (RGB) and subtractive (CMYK) color systems, as well as variations in monitor calibration, display settings, ambient lighting, and device hardware. Digital Proofs, mockups, and on-screen renderings are approximations only and are not intended as binding color commitments. Company shall have no liability for color differences between on-screen representations and finished Products that result from the inherent limitations of digital display technology.

(b) Pantone / PMS Color Matching. Where Customer specifies Pantone Matching System (PMS) colors, Company shall use commercially reasonable efforts to approximate the specified PMS values using the printing inks, substrates, and production methods applicable to the Order. Customer acknowledges that:

(i) Exact PMS color reproduction is not guaranteed and depends on numerous variables including ink formulation, substrate material, substrate color, surface texture, coating or finishing treatments, printing method, ink opacity, coverage area, and curing conditions;

(ii) PMS color guides are printed on coated and uncoated paper stock and serve as reference guides only; actual color appearance will differ when reproduced on fabrics, plastics, metals, ceramics, wood, and other non-paper substrates;

(iii) Acceptable color variation for PMS matching is plus or minus one (1) Delta-E unit (CIE2000) on paper substrates and plus or minus three (3) Delta-E units on non-paper substrates (including fabrics, plastics, and other materials), unless tighter tolerances are expressly agreed in writing by Company and reflected in the Order Confirmation; and

(iv) Company does not guarantee color consistency across different Product types, substrates, or printing methods, even when the same PMS value is specified, due to the inherent variability of different materials and production processes.

(c) Batch-to-Batch Variation. Customer acknowledges that color consistency between production batches (i.e., separate production runs of the same design manufactured at different times) is subject to normal manufacturing variation. Factors including ink lot variations, substrate lot variations, environmental conditions (temperature, humidity), equipment recalibration, and operator differences may result in perceptible color differences between batches. Such batch-to-batch variation is normal, expected, and does not constitute a defect or breach, provided each batch individually falls within the applicable color tolerance specified in Section 9.2(b)(iii).

(d) Process Color (CMYK) Printing. For Products printed using four-color process (CMYK) rather than spot color (PMS), color variation tolerances are inherently wider than for spot-color printing. Customer acknowledges that CMYK process color cannot precisely replicate all PMS colors, that total ink coverage limitations may affect color density and saturation, and that skin tones, gradients, and subtle color transitions are particularly sensitive to process variation.

9.3 Printing Tolerances

(a) Registration. Multi-color printing is subject to registration tolerances (i.e., the alignment of successive color passes or print heads). Unless otherwise specified in the Tolerance Guide, standard registration tolerance is plus or minus one-sixteenth of an inch (+/- 1/16") for screen printing and plus or minus one thirty-second of an inch (+/- 1/32") for digital and offset printing methods.

(b) Placement and Positioning. Print placement on Products is subject to positioning tolerances due to variations in product loading, alignment fixtures, and product dimensions. Unless otherwise specified in the Tolerance Guide, standard placement tolerance is plus or minus one-quarter of an inch (+/- 1/4") from the specified position for screen printing and plus or minus one-eighth of an inch (+/- 1/8") for digital direct-to-garment and heat transfer methods.

(c) Sizing. The final printed dimensions of Artwork on Products are subject to sizing tolerances due to substrate stretch, shrinkage during curing, heat application variability, and other production factors. Unless otherwise specified in the Tolerance Guide, standard sizing tolerance for printed elements is plus or minus five percent (+/- 5%) of the specified dimensions.

(d) Additional Process-Specific Tolerances. Specific production methods (including without limitation embroidery, sublimation, laser engraving, debossing, pad printing, and heat transfer) are subject to additional process-specific tolerances as set forth in the Tolerance Guide. Embroidery, in particular, is subject to inherent design interpretation and stitch density limitations that may result in differences between vector Artwork and the embroidered reproduction, which are not considered defects.

9.4 Dimensional and Physical Tolerances

(a) Product Dimensions. Physical dimensions of Products (including length, width, height, circumference, and capacity) are subject to manufacturing tolerances based on the product type, material, and manufacturing process. Unless otherwise specified in the Tolerance Guide, standard dimensional tolerance for finished Products is plus or minus five percent (+/- 5%) of the specified dimensions, or plus or minus one-quarter of an inch (+/- 1/4"), whichever is greater.

(b) Apparel Sizing. Apparel and garment products are manufactured in accordance with the base garment manufacturer's sizing specifications, which may vary from standard retail sizing charts. Customer acknowledges that: (i) garment measurements may vary by up to one inch (+/- 1") from the published size chart due to cutting tolerances, fabric stretch, shrinkage, and sewing variations; (ii) pre-wash versus post-wash measurements may differ; and (iii) Company does not control or warrant the sizing accuracy of third-party base garments used in production.

(c) Weight and Composition. Product weight is subject to variation based on material lot characteristics, moisture content, and production variability. Unless otherwise specified, weight tolerance is plus or minus ten percent (+/- 10%) of the stated nominal weight. Material composition statements (e.g., "100% cotton," "50/50 polyester/cotton blend") are based on the base material supplier's specifications, and actual composition may vary within the tolerances permitted by applicable textile labeling regulations (e.g., the Textile Fiber Products Identification Act allows a three-percent (3%) tolerance for stated fiber content).

9.5 Mockups, Renderings, and Digital Proofs

(a) Customer acknowledges and agrees that all mockups, renderings, composite images, and digital Proofs generated by Company or through the Platform are approximations provided for layout, positioning, and general visual reference purposes only. Such materials are not guarantees of the final appearance of manufactured Products and are subject to the limitations and tolerances set forth in this Section 9. Without limiting the generality of the foregoing, mockups and renderings do not accurately represent:

(i) Actual print colors on the specific substrate to be used in production (colors are simulated using digital approximation only);

(ii) Texture, sheen, reflectivity, translucency, or other physical surface characteristics of materials;

(iii) The three-dimensional appearance, drape, or fit of Products (particularly apparel items shown on flat-lay or mannequin mockups);

(iv) The visual impact of finishing treatments (e.g., matte vs. gloss coatings, embossing depth, foil reflectivity); or

(v) The precise scale, proportion, or dimensional relationship of printed elements to the physical Product.

(b) Customer's approval of a Proof or mockup constitutes acceptance of the design layout, element positioning, text content, and general visual arrangement depicted therein, not acceptance of exact color, texture, material characteristics, or other physical attributes that cannot be accurately represented digitally. Company shall not be liable for any difference between a digital Proof or mockup and the finished Product that results from limitations inherent in digital representation as described in this Section 9.5.

(c) If Customer requires precise color verification prior to production, Customer should request a physical Sample or strike-off in accordance with Section 5.12. Physical Samples provide the most accurate pre-production representation but remain subject to the batch-to-batch variation tolerances described in Section 9.2(c).

9.6 Material Variability

(a) Customer acknowledges that natural materials (including without limitation cotton, wool, leather, wood, bamboo, and other organic substrates) are inherently variable in color, texture, grain, weight, and other physical characteristics. Such natural variability is a characteristic of the material, not a defect, and Company shall have no liability for variations attributable to the inherent nature of natural materials.

(b) Synthetic and manufactured materials (including without limitation polyester, nylon, acrylic, ceramic, plastic, and metal) are subject to lot-to-lot variation in color, sheen, texture, and other characteristics based on the raw material supplier's production processes. Company shall use commercially reasonable efforts to maintain consistency within a production run but does not guarantee exact consistency across separate production runs utilizing materials from different manufacturing lots.

(c) Where a specific material or substrate brand, grade, or specification is critical to Customer's requirements, Customer must identify such requirement in writing at the time of Order submission. Company shall use commercially reasonable efforts to source the specified material; provided, however, that Company's ability to fulfill material-specific requests is subject to availability and the substitution rights set forth in Section 5.10.

9.7 Acceptance of Tolerances

By placing an Order, Customer acknowledges and accepts all tolerances set forth in this Section 9 and the Tolerance Guide as incorporated herein. Products manufactured within the tolerances set forth in this Section 9 shall be deemed conforming goods for all purposes under these Terms and the UCC, and delivery of such Products shall constitute full and complete performance of Company's manufacturing and delivery obligations with respect to the applicable Order. Customer's sole remedy for Products that exceed the tolerances specified herein. Nothing in this Section 9 shall limit or modify the Quantity Tolerance set forth in Section 5.8, which applies independently of the quality and dimensional tolerances addressed in this Section 9.

SECTION 10: SHIPPING AND DELIVERY

10.1 Shipping Terms and Risk of Loss

(a) Unless otherwise specified in an Order Confirmation or Enterprise Agreement, all domestic shipments within the Territory shall be shipped FCA (Free Carrier) Company's designated shipping facility (Incoterms® 2020). Title to and risk of loss and damage to Products shall pass to Customer upon Company's delivery of Products to the carrier at Company's shipping facility. After transfer of risk, Company shall have no liability for any loss, damage, delay, deterioration, or destruction of Products in transit, regardless of cause.

(b) For international shipments (i.e., shipments to destinations outside the United States), unless otherwise specified in an Enterprise Agreement, shipments shall be made DAP (Delivered at Place) Customer's designated delivery address (Incoterms® 2020), with Customer serving as importer of record. Notwithstanding the DAP delivery term, risk of physical loss or damage to Products in transit shall transfer to Customer upon delivery to the first carrier at Company's shipping facility. Company's obligation under DAP is limited to arranging carriage to the named place; Company assumes risk of loss during transit for purposes of fulfilling its delivery obligation but may, in its sole discretion, insure such risk at Customer's expense as provided in Section 10.5.

(c) Title to Products (as distinct from risk of loss) shall not transfer to Customer until the later of: (i) delivery to the carrier; and (ii) Company's receipt of full payment for such Products, in accordance with the Reservation of Title provisions set forth in Section 6.13(a). Until title has transferred, Customer's rights in the Products are subject to Company's retained security interest.

10.2 Delivery Estimates

(a) All delivery dates, transit times, and shipping timeframes communicated by Company (whether through the Platform, in Order Confirmations, or otherwise) are good-faith estimates only and do not constitute guaranteed delivery dates or binding delivery commitments. Estimated delivery dates are calculated based on carrier-published transit times and are subject to carrier scheduling, routing decisions, weather conditions, customs processing (for international shipments), and other factors beyond Company's control.

(b) Company shall not be liable for any delay in delivery, including without limitation any delay caused by: (i) carrier operational issues, equipment failures, or routing changes; (ii) weather events, natural disasters, or other force majeure occurrences; (iii) customs inspections, holds, or clearance delays; (iv) incorrect or incomplete shipping information provided by Customer; (v) recipient unavailability or refusal of delivery; or (vi) government actions, embargoes, or regulatory holds.

(c) Unless expressly designated as a guaranteed delivery date in an Enterprise Agreement, no delay in delivery shall: (i) constitute a breach of these Terms; (ii) entitle Customer to cancel an Order (except as set forth in Section 10.7); (iii) entitle Customer to reject Products; (iv) give rise to any claim for consequential, incidental, or indirect damages; or (v) excuse Customer from its payment obligations. Customer's sole remedy for delivery delays shall be as set forth in Section 10.7.

10.3 Carrier Selection and Limitations

(a) Unless Customer selects a specific carrier and shipping method through the Platform at the time of Order, Company shall select the carrier in its reasonable discretion based on factors including cost, transit time, service reliability, and shipment characteristics. Company may use any carrier or combination of carriers and may consolidate multiple Orders into a single shipment where operationally efficient.

(b) Customer acknowledges and agrees that Company is not a common carrier, freight forwarder, or logistics provider, and Company's role with respect to shipping is limited to arranging for the pickup of Products by the selected carrier at Company's shipping facility. Company does not control carrier operations, routing, handling, or delivery performance and is not responsible for the acts or omissions of any carrier. Any claims for loss, damage, or delay occurring after delivery to the carrier must be directed by Customer to the carrier under the carrier's applicable tariff or terms of service.

(c) Company shall provide Customer with shipment tracking information (to the extent provided by the carrier) through the Platform or by email. Company's provision of tracking information is a courtesy only and does not constitute a guarantee of delivery status accuracy or create any additional liability for Company.

10.4 International Shipments

(a) For all international shipments, Customer shall be solely responsible for:

(i) All customs duties, tariffs, import taxes, brokerage fees, inspection fees, storage charges, demurrage, and any other charges or assessments imposed by governmental authorities in connection with the importation of Products into the destination country;

(ii) Compliance with all Applicable Law of the destination country, including import licenses, permits, product registration requirements, labeling requirements, and prohibited/restricted goods regulations;

(iii) Providing accurate and complete customs declarations, commercial invoices, certificates of origin, and other documentation required for customs clearance (Company shall provide commercially reasonable assistance in preparing such documentation, but accuracy and completeness remain Customer's responsibility); and

(iv) All costs arising from customs delays, inspections, holds, seizures, or rejections, including costs of storage, return shipping, re-exportation, or destruction of goods.

(b) Company shall not be liable for any delay, loss, confiscation, seizure, destruction, or additional cost arising from customs procedures, regulatory requirements, import restrictions, or government actions applicable to Products in the destination country or any country through which Products transit. If Products are refused entry, held, or confiscated by customs authorities, Customer shall bear all costs and risk, and Company shall have no obligation to replace, reship, or refund such Products.

(c) Customer represents and warrants that it is authorized to import Products into the destination country and that the importation and distribution of such Products does not violate any Applicable Law, trade sanction, embargo, or export control regulation. Customer shall indemnify Company Indemnitees from and against any Losses arising from Customer's breach of this representation.

10.5 Shipping Insurance

(a) Unless otherwise agreed in an Enterprise Agreement, Products shipped to Customer are not insured by Company against loss or damage in transit. Customer is solely responsible for procuring adequate shipping insurance to cover the full replacement value of Products from the point of risk transfer (Company's shipping facility) to final delivery at Customer's designated address.

(b) Company may, at Customer's request and expense, arrange for shipping insurance through Company's carrier accounts. If Customer elects shipping insurance through the Platform at the time of Order, the applicable premium shall be added to the shipping charges for the Order. Company's arrangement of shipping insurance on Customer's behalf is a convenience only; the insurance contract is between Customer (as the insured) and the insurance carrier. Company shall have no liability for any denial, delay, or insufficiency of insurance claims.

10.6 Partial Shipments

(a) Company reserves the right to ship Products in multiple partial shipments as they become available for dispatch, unless Customer has expressly requested consolidated shipment through the Platform and Company has confirmed such consolidation in the Order Confirmation. Each partial shipment shall constitute a separate delivery and a separate invoiceable event.

(b) Delivery and acceptance of any partial shipment shall not relieve Customer of its obligation to accept and pay for the remaining Products in the Order. Customer shall not reject any partial shipment solely on the basis that it constitutes less than the full Order quantity, provided the total delivered quantity (across all partial shipments) is within the Quantity Tolerance set forth in Section 5.8. Each partial shipment may be invoiced separately upon shipment, with payment due in accordance with the applicable Payment Terms.

(c) If Company determines that an Order cannot be fulfilled in full due to inventory, material, or capacity constraints, Company shall notify Customer and may, in its sole discretion: (i) ship the available quantity as a partial shipment and backorder the remainder; (ii) cancel the unfulfillable portion without liability; or (iii) offer a commercially reasonable alternative (including Product substitution pursuant to Section 5.10). Customer's acceptance of a partial shipment shall not waive Customer's right to receive the balance of the Order (to the extent not cancelled), nor shall it create any obligation on Company beyond commercially reasonable efforts to fulfill the backorder within a reasonable timeframe.

10.7 Delivery Address and Recipient Obligations

(a) Customer is responsible for providing accurate and complete delivery addresses for all shipments. Company shall have no liability for delays, misdeliveries, return-to-sender events, or additional shipping costs resulting from incorrect, incomplete, or outdated delivery information provided by Customer. If Products are returned to Company due to an incorrect address or failed delivery attempt, Company may charge Customer for return shipping and re-delivery costs.

(b) Customer shall ensure that a responsible individual is available to receive shipments at the designated delivery address during normal business hours. For shipments requiring signature confirmation, Customer's failure to provide a recipient may result in carrier redelivery attempts, storage charges, or return of shipment, all of which shall be at Customer's expense.

SECTION 11: RETURNS, CLAIMS, AND REMEDIES

11.1 General Non-Return Policy for Custom Products

(a) Customer acknowledges and agrees that, due to the bespoke nature of custom manufacturing, the following categories of Products are non-returnable, non-refundable, and non-cancellable after production has commenced, except as expressly set forth in Section 11.4:

(i) Custom Products manufactured to Customer's unique Specifications;

(ii) White-Label Products produced using Customer Marks or Labeling Materials;

(iii) Products incorporating Customer-provided Artwork, designs, or content;

(iv) Products produced using custom Tooling, dies, molds, or screens specific to Customer's Order; and

(v) Any Products that have been personalized, monogrammed, or otherwise modified to Customer's individual requirements.

(b) The non-return policy set forth in this Section 11.1 applies regardless of: (i) Customer's change of mind, change of business direction, or decision not to use or distribute the Products; (ii) errors in Customer-approved Proofs (subject to Section 10.5); (iii) Customer's dissatisfaction with characteristics that fall within the manufacturing tolerances set forth in Section 9; (iv) Customer's failure to anticipate sizing, color, or material characteristics that were disclosed in Specifications or visible in approved Proofs; or (v) end-consumer or downstream customer complaints regarding Products that conform to Customer's Specifications and approved Proofs.

(c) Standard (non-custom) Products that are undecorated, unaltered, and in their original sealed packaging may be eligible for return in accordance with Company's then-current return policy as published on the Platform, subject to applicable restocking fees and return shipping charges. Eligibility for returns of standard Products is determined by Company in its sole discretion and may be revoked or modified at any time.

11.2 Inspection Obligations

(a) Customer shall inspect all Products promptly upon receipt of each shipment. Customer's inspection obligation includes, at a minimum: (i) verification that the Products received match the Order in terms of product type, quantity, and configuration; (ii) examination of outer packaging for visible signs of transit damage; (iii) inspection of a representative sample of Products for conformity with approved Proofs and Specifications (including print quality, Artwork accuracy, color, sizing, and workmanship); and (iv) verification of quantities received against packing slips or delivery documentation.

(b) Customer shall complete its inspection and provide written notice to Company of any defect, nonconformity, shortage, damage, or discrepancy (a "Claim") within seven (7) business days of delivery (the "Claim Period"). Failure to submit a Claim within the Claim Period shall constitute Customer's irrevocable acceptance of the Products as conforming in all respects and shall bar any subsequent Claim with respect to defects, nonconformities, or discrepancies that were discoverable through reasonable inspection upon receipt.

(c) For latent defects (i.e., defects that are not discoverable through reasonable inspection upon receipt but which become apparent during normal use or processing), Customer shall provide written notice to Company within seven (7) business days of discovery of such defect, but in no event later than sixty (60) days from the date of delivery. Claims for latent defects submitted after the sixty (60) day period shall be barred regardless of when the defect was discovered.

11.3 Claim Submission Requirements

(a) All Claims must be submitted in writing through the Platform's claims portal or by email to support@openwav.ai and must include the following information:

(i) The Order number and Order Confirmation reference;

(ii) A detailed description of the defect, nonconformity, shortage, or damage claimed;

(iii) The quantity of affected Products;

(iv) Clear, high-resolution photographs or video documenting the defect or damage (including overall images showing the full Product and close-up images showing the specific defect);

(v) Photographs of shipping packaging and labels (for claims of transit damage);

(vi) A reference to the specific Specification, Proof, or quality standard against which the Product is claimed to be nonconforming; and

(vii) Any other documentation reasonably requested by Company to evaluate the Claim.

(b) Claims that do not include the required information set forth in Section 11.3(a) shall be deemed incomplete. Company shall notify Customer of any deficiency within five (5) business days of receipt, and Customer shall have five (5) business days from such notification to supplement the Claim. Failure to provide complete Claim documentation within such period may result in denial of the Claim.

(c) Customer shall retain all Products subject to a Claim in their received condition (without alteration, processing, application, resale, or further customization) pending resolution of the Claim. Customer's alteration, use, processing, or distribution of allegedly defective Products prior to Claim resolution may, in Company's sole discretion, constitute acceptance of the Products and waiver of the Claim.

11.4 Claims

Subject to the requirements of Sections 11.2, 11.3, and 11.5, Company shall evaluate all Claims:

11.5 Ineligible Claims

The following do not constitute valid Claims and shall not entitle Customer to any remedy under this Section 11 or otherwise:

(a) Defects, errors, or nonconformities that were visible or discernible in an approved Proof and that are consistent with such approved Proof (subject to Section 10.5);

(b) Defects arising from Customer-supplied Artwork, Specifications, designs, or content (including errors in Customer-provided text, incorrect color specifications, or impractical Specifications);

(c) Variations in color, texture, dimensions, weight, placement, or other characteristics that fall within the manufacturing tolerances set forth in Section 9 and the Tolerance Guide;

(d) Differences between on-screen digital Proofs and finished Products attributable to the inherent limitations of digital display technology as described in Section 9.5;

(e) Damage or defects caused by Customer's handling, storage, processing, alteration, misuse, or further customization of Products after delivery;

(f) Damage caused by Customer's failure to follow care instructions, storage requirements, or handling guidelines provided by Company;

(g) Normal wear and tear, fading, cracking, peeling, or deterioration resulting from use, washing, exposure to sunlight, heat, moisture, or chemicals;

(h) Customer's subjective dissatisfaction with characteristics that objectively conform to approved Proofs and Specifications;

(i) Natural variability in materials as described in Section 9.6; and

(j) Claims submitted after expiration of the applicable Claim Period or limitations period set forth in Section 11.9.

11.6 Exclusive Remedies

(a) If Company determines, in its reasonable judgment, that a Claim is valid under Section 11.4, Company shall, at its sole election (and not at Customer's election), provide one or more of the following remedies:

(i) Replacement or reprint of the defective or nonconforming Products (at Company's expense, including shipping for the replacement);

(ii) A credit to Customer's Account in an amount equal to the invoiced price of the defective or nonconforming Products (excluding shipping and Setup Fees for the original Order), applicable toward future Orders;

(iii) A refund of the invoiced price of the defective or nonconforming Products (excluding shipping and Setup Fees), less any credit previously issued; or

(iv) A partial credit or price adjustment reflecting the diminished value of the Products, where the defect does not render the Products unusable for their intended purpose.

(c) As a condition of receiving any remedy under this Section 11.6, Company may require Customer to: (i) return the defective Products to Company at Company's expense (with prepaid shipping label provided by Company); (ii) provide additional documentation or photographs; (iii) make Products available for Company's inspection (in person or via video); or (iv) destroy defective Products and provide certification of destruction. Customer shall cooperate with Company's reasonable requests in connection with Claim evaluation and remedy fulfillment.

(d) The aggregate value of all remedies (replacements, credits, and refunds combined) provided under this Section 11.6 with respect to any single Order shall not exceed one hundred percent (100%) of the invoiced price of such Order (excluding shipping charges and Setup Fees). The aggregate value of all remedies provided with respect to all Orders in any twelve (12) month period shall be subject to the overall limitation of liability set forth herein.

11.7 Delivery Delay Claims

(a) If delivery of Products is delayed beyond the estimated delivery date by more than 120 days (the "Delay Threshold"), and such delay is not attributable to Customer's acts or omissions, force majeure events, or carrier-caused delays after transfer of risk, Customer may, upon written notice to Company, elect to: (i) continue to wait for delivery; or (ii) cancel the delayed portion of the Order and receive a refund of amounts paid for the cancelled Products (less any non-recoverable costs incurred by Company, including materials, Tooling, and production costs for work completed prior to cancellation).

(b) Customer's cancellation right under Section 11.7(a) is Customer's sole remedy for delivery delays that do not exceed 120 days beyond the Delay Threshold. For delays exceeding 120 days beyond the Delay Threshold that are attributable solely to Company's fault (excluding carrier delays, force majeure, and Customer-caused delays), Customer's additional remedies, if any, shall be subject to all limitations and exclusions therein.

11.8 Returns and Security Interest

In the event that Products are returned to Company (whether pursuant to an approved Claim, a return authorization, or otherwise), such return shall not release, diminish, or impair Company's security interest in the Collateral under Section 6.13 or the Artwork Lien under Section 6.14 with respect to any amounts remaining unpaid by Customer. Company may apply the value of returned Products against Customer's outstanding balance in such order as Company determines. Customer shall not return Products to Company as a means of offsetting payment obligations without Company's prior written authorization.

11.9 Contractual Limitations Period

(a) Notwithstanding any statute of limitations that would otherwise apply, any claim, action, or proceeding by Customer arising out of or relating to Products, Services, or Orders (including without limitation claims for breach of contract, breach of warranty, negligence, strict product liability, or any other legal theory) must be commenced within one (1) year from the date of delivery of the Products giving rise to such claim (or, for claims not arising from a specific delivery, within one (1) year from the date the cause of action accrues) (the "Limitations Period"). Any claim not commenced within the Limitations Period shall be time-barred and permanently waived.

(b) The Parties acknowledge that the Limitations Period set forth in Section 11.9(a) is a material term of these Terms that reflects the nature of custom manufacturing (where defects should be discoverable promptly) and the rapid depreciation of evidence and records in manufacturing environments. The Parties agree that this Limitations Period is reasonable and have voluntarily agreed to shorten the applicable statute of limitations pursuant to their right to do so under Applicable Law and UCC § 2-725(1). To the extent that any jurisdiction does not permit contractual shortening of the limitations period below a certain minimum, the Limitations Period shall be the shortest period permitted by Applicable Law in such jurisdiction.

(c) The Limitations Period applies independently of and in addition to the Claim Period set forth in Section 11.2. The Claim Period governs the administrative deadline for submitting Claims to Company and triggers deemed acceptance if not met. The Limitations Period governs the deadline for commencing legal proceedings. Both must be satisfied for a claim to be actionable.

SECTION 12: CONTENT

12.1 Scope of This Section

This Section governs Customer Content broadly, including all data, information, materials, communications, and other content uploaded, submitted, transmitted, or otherwise made available by or on behalf of Customer through the Platform, other than Artwork and Customer Marks (which are governed by the more specific intellectual property provisions of Sections 7 and 8). To the extent this Section addresses matters also addressed in Sections 7 or 8 with respect to Artwork or Customer Marks specifically, the more specific provisions of Sections 7 and 8 shall control with respect to such Artwork and Customer Marks.

12.2 Aggregated and De-Identified Data

(a) Customer acknowledges and agrees that Company may collect, aggregate, de-identify, and analyze data derived from Customer's use of the Platform and Services (including, without limitation, usage patterns, feature utilization metrics, order volumes, production data, operational benchmarks, and Platform interaction data) to create aggregated, anonymized, or de-identified datasets ("Aggregated Data") that do not identify Customer or any individual Authorized User. Company shall own all Aggregated Data and may use such data for any lawful purpose, including without limitation:

(i) Improving, optimizing, and developing the Platform and Services;

(ii) Generating industry benchmarks, trend analyses, and market insights;

(iii) Creating analytics reports and data products for internal use or commercial distribution (provided such products do not identify Customer); and

(iv) Training machine learning models, algorithms, and artificial intelligence systems.

(b) Company shall ensure that Aggregated Data is de-identified in accordance with industry-standard practices such that Customer cannot reasonably be re-identified from such data. Customer's Confidential Information (as defined in Section 1 and further addressed in Section 13) shall not be included in Aggregated Data in identifiable form.

12.3 Content Storage and Retention

(a) Customer Content stored on the Platform is subject to the storage policies, capacity limitations, and retention periods applicable to Customer's service tier, as published on the Platform and updated from time to time. Company shall use commercially reasonable efforts to maintain the availability and integrity of stored Customer Content; provided, however, that Company makes no guarantee against data loss, corruption, or degradation, and Customer is solely responsible for maintaining independent backup copies of all Customer Content.

(b) The retention and deletion provisions set forth in Section 7.6 apply to all Customer Content (including non-Artwork content such as communications, configurations, and account data). Upon termination or expiration of Customer's Account, Customer Content shall be retained for the Post-Termination Retention Period and thereafter may be permanently deleted in accordance with Section 7.6(b).

12.4 Content Removal and Moderation

(a) Company reserves the right, but has no obligation, to review, monitor, screen, or moderate Customer Content for compliance with these Terms, Applicable Law, or Company's acceptable use policies. Company may, in its sole discretion and without prior notice or liability to Customer, remove, disable access to, or refuse to display any Customer Content that Company reasonably believes:

(i) Violates these Terms, including without limitation the representations and warranties set forth in Section 7.4;

(ii) Infringes or may infringe the Intellectual Property or other rights of any third party;

(iii) Violates or may violate Applicable Law;

(iv) May expose Company to legal liability or reputational harm;

(v) Contains malware, viruses, or other harmful code; or

(vi) Is otherwise objectionable or inconsistent with the intended use of the Platform.

(b) Company's decision not to remove or take action against any particular Customer Content shall not constitute a waiver of Company's right to do so in the future, nor shall it constitute an endorsement, approval, or acceptance of such content. Company shall have no liability for any action or inaction regarding Customer Content, including removal, modification, or retention thereof.

12.5 Prohibited Content

(a) Customer shall not upload, submit, or transmit through the Platform any content that contains personally identifiable information ("PII") of third-party individuals (including consumers, end users, or any natural persons other than Customer's own Authorized Users), except where:

(i) Such PII is limited to information strictly necessary for personalization of Products (e.g., individual names for personalized merchandise) and Customer has obtained all necessary consents from such individuals for the collection, transfer, and processing of their information in connection with the Services; and

(ii) Customer has provided written notice to Company through the Platform's data handling settings that the Order contains third-party PII, and Customer accepts sole responsibility for compliance with all applicable data privacy and protection laws with respect to such information.

(b) The Platform is designed as a business-to-business commercial platform and is not designed, intended, or certified for processing, storing, or transmitting: (i) Protected Health Information (as defined by HIPAA); (ii) payment card industry data subject to PCI-DSS requirements (other than payment information processed through Company's PCI-compliant payment processors); (iii) Social Security numbers or government-issued identification numbers; (iv) financial account numbers; (v) data subject to heightened security requirements under ITAR, EAR, or classified information handling regulations; or (vi) any data subject to specific data localization, residency, or sovereignty requirements that are incompatible with Company's cloud infrastructure architecture. Customer shall not upload any such data to the Platform and does so entirely at its own risk.

12.6 Platform Communications

(a) All communications between Customer (or its Authorized Users) and Company transmitted through the Platform — including Order submissions, Proof approvals, Claim submissions, Account changes, support requests, and design feedback — are binding upon Customer in accordance with the Account responsibility and Authorized User provisions set forth in Section 2.6. Customer acknowledges that actions taken through the Platform by any Authorized User within such user's Permission Level are authorized and binding, regardless of whether such actions were specifically directed by Customer's Account Administrator or senior management.

(b) Company may retain all Platform communications for quality assurance, training, dispute resolution, legal compliance, and service improvement purposes, as set forth in Section 3.7(b). Customer consents to such retention and acknowledges that Platform communications may be used as evidence in any dispute between the Parties.

(c) Communications outside the Platform (including telephone conversations, text messages, in-person discussions, or informal emails not transmitted through the Platform's official communication channels) are not binding upon Company and shall not modify, amend, or supplement these Terms, any Order, any Order Confirmation, or any Proof approval, unless subsequently confirmed in writing through the Platform or by authorized email from Company. Customer shall not rely on any informal or oral communication as authorization to proceed with production, modification of an Order, or any other action that would otherwise require formal Platform-based confirmation.

12.7 No Default Confidentiality of Customer Content

Customer acknowledges that Customer Content uploaded to the Platform is not treated as confidential by default. Customer Content may be accessed by Company's employees, contractors, and support personnel in connection with the provision of Services, and is stored on third-party cloud infrastructure. To the extent Customer requires specific confidentiality protections for particular Customer Content beyond those provided by the Manufacturing License (Section 7.3) and the general confidentiality provisions of Section 13, Customer should execute a separate non-disclosure agreement with Company or identify specific content as Confidential Information subject to Section 13 through the Platform's confidentiality designation settings (if available). The foregoing does not limit Company's obligations under Section 14 with respect to information that qualifies as Confidential Information under the definition set forth in Section 1.

SECTION 13: CONFIDENTIALITY

13.1 Confidential Information

(a) The term "Confidential Information" has the meaning set forth in Section 1. The exceptions to Confidential Information set forth in Section 1 (information that is publicly available, previously known, independently developed, or received from a third party without restriction) are incorporated herein by reference and apply throughout this Section.

(b) Without limiting the generality of the definition in Section 1, the Parties acknowledge that:

(i) Company's Confidential Information includes, without limitation: the Platform's source code, object code, architecture, and technical specifications; pricing models, discount structures, and cost methodologies; manufacturing processes, techniques, and know-how; supplier and subcontractor identities, terms, and pricing; customer lists and business strategies; product roadmaps and development plans; proprietary algorithms and data models; and security protocols and infrastructure configurations; and

(ii) Customer's Confidential Information includes, without limitation: Customer's Artwork, product designs, and Specifications (to the extent not publicly available); order volumes, pricing obtained, and purchasing patterns; business plans, marketing strategies, and product launch timelines; Customer Marks not yet publicly used in commerce; and Customer's financial information provided in connection with credit applications or Enterprise Agreements.

13.2 Confidentiality Obligations

(a) Each Party (as "Receiving Party") agrees that, with respect to Confidential Information of the other Party (the "Disclosing Party"), it shall: (i) hold such Confidential Information in strict confidence; (ii) not disclose such Confidential Information to any third party except as expressly permitted under Section 13.3; (iii) not use such Confidential Information for any purpose other than the exercise of its rights and the performance of its obligations under these Terms; and (iv) protect such Confidential Information using at least the same degree of care that it uses to protect its own confidential information of like kind, but in no event less than a reasonable degree of care.

(b) Each Party shall be responsible for any breach of this Section 13 by its employees, officers, directors, agents, contractors, or representatives to whom Confidential Information is disclosed in accordance with Section 13.3, and shall ensure that all such persons or entities are informed of and comply with the obligations set forth in this Section 13.

(c) Without limiting the foregoing, neither Party shall: (i) reverse engineer, decompile, or disassemble any Confidential Information that constitutes software, algorithms, or technical implementations; (ii) use Confidential Information to compete with the Disclosing Party or to develop competing products or services; or (iii) use Confidential Information to solicit the Disclosing Party's customers, employees, or suppliers.

13.3 Permitted Disclosures

(a) A Receiving Party may disclose Confidential Information of the Disclosing Party to:

(i) Its employees, officers, and directors who have a bona fide need to know such information for the purpose of performing obligations or exercising rights under these Terms, provided such persons are bound by written confidentiality obligations at least as protective as those set forth in this Section 13;

(ii) Its outside legal counsel, accountants, auditors, and professional advisors, provided such advisors are bound by professional obligations of confidentiality or written confidentiality agreements;

(iii) In the case of Company, its subcontractors, manufacturers, fulfillment providers, and third-party service providers to the extent necessary for such parties to perform their services in connection with the Platform or the production and delivery of Products, provided such parties are bound by written confidentiality obligations at least as protective as those set forth in this Section 13; and

(iv) In the case of either Party, potential acquirers, merger partners, investors, or lenders (and their advisors) in connection with a bona fide due diligence process relating to a potential acquisition, merger, financing, or similar corporate transaction, provided such parties are bound by written confidentiality obligations at least as protective as those set forth in this Section 13.

(b) Each disclosure permitted under Section 13.3(a) shall be made on a need-to-know basis only, and the Receiving Party shall limit the scope of Confidential Information disclosed to each recipient to only that portion reasonably necessary for the applicable purpose.

13.4 Compelled Disclosure

(a) If a Receiving Party is required to disclose Confidential Information pursuant to a subpoena, court order, governmental investigation, regulatory inquiry, or other legal or administrative process (a "Compelled Disclosure"), the Receiving Party shall, to the extent legally permitted: (i) provide the Disclosing Party with prompt written notice of such requirement prior to disclosure (and in no event less than five (5) business days' advance notice, or such shorter period as the applicable deadline requires); (ii) reasonably cooperate with the Disclosing Party's efforts to seek a protective order, confidential treatment, or other appropriate remedy to limit the scope of disclosure; and (iii) disclose only that portion of the Confidential Information that is legally required to be disclosed.

(b) Confidential Information disclosed pursuant to a Compelled Disclosure shall retain its confidential status for all other purposes under these Terms, and the Receiving Party shall use commercially reasonable efforts to ensure that confidential treatment is accorded to such information by the receiving tribunal or authority.

(c) Notwithstanding the foregoing, each Party may disclose the existence and general terms of these Terms (but not pricing, specific Order details, or Confidential Information contained in an Enterprise Agreement) as reasonably necessary in connection with regulatory filings, compliance obligations, or as required by securities laws, without prior notice to the other Party.

13.5 Residual Knowledge

(a) Nothing in this Section shall restrict either Party's right to use or disclose general knowledge, skills, experience, techniques, concepts, and know-how that are retained in the unaided memory of its personnel who have had access to the other Party's Confidential Information in the course of performing under these Terms ("Residual Knowledge"), provided that:

(i) The Receiving Party does not intentionally memorize Confidential Information for the purpose of circumventing this Section;

(ii) The Receiving Party does not disclose or use specific, identifiable Confidential Information of the Disclosing Party (as distinguished from generalized know-how); and

(iii) The use of Residual Knowledge does not constitute infringement, misappropriation, or violation of the Disclosing Party's Intellectual Property rights.

(b) For the avoidance of doubt, the Residual Knowledge provision of this Section 13.5 permits Company to retain and utilize general manufacturing techniques, process improvements, production methodologies, and operational knowledge developed or refined in the course of providing Services to Customer, even where such knowledge was informed by Customer's Orders, Specifications, or feedback — provided that Company does not disclose or use Customer's specific Confidential Information (such as Customer's proprietary product designs, unpublished Customer Marks, or Customer's confidential business strategies).

13.6 Return and Destruction of Confidential Information

(a) Upon the termination or expiration of these Terms, or upon written request by the Disclosing Party, the Receiving Party shall, at the Disclosing Party's election, promptly return or destroy (and certify destruction of) all tangible and electronic copies of the Disclosing Party's Confidential Information in the Receiving Party's possession or control, except as set forth in Section 13.6(b).

(b) Notwithstanding Section 13.6(a), a Receiving Party may retain copies of Confidential Information: (i) to the extent required by Applicable Law, regulatory requirements, or bona fide document retention policies (provided such retained copies remain subject to the confidentiality obligations of this Section 13); (ii) in automated backup systems or disaster recovery archives, provided that such copies are not actively accessed and are deleted in the ordinary course of backup rotation; (iii) in the case of Company, as necessary to exercise its rights under Sections 6.13 (PMSI), 6.14 (Artwork Lien), and 11.9 (Limitations Period); or (iv) to the extent constituting Residual Knowledge as described in Section 13.5.

13.7 Duration of Confidentiality Obligations

(a) The confidentiality obligations set forth in this Section shall survive the termination or expiration of these Terms for a period of five (5) years from the date of termination or expiration, except that: (i) obligations with respect to information that constitutes a trade secret under Applicable Law (including the Defend Trade Secrets Act of 2016) shall survive for so long as such information retains its trade secret status; and (ii) obligations with respect to Company's source code, algorithms, and proprietary technology shall survive indefinitely.

(b) The expiration of the confidentiality period set forth in Section 13.7(a) shall not be construed as authorizing the use of formerly-Confidential Information in a manner that would violate Applicable Law, constitute unfair competition, or infringe any Intellectual Property rights.

13.8 Remedies for Breach

Each Party acknowledges that a breach or threatened breach of this Section may cause the Disclosing Party irreparable harm for which monetary damages would be an inadequate remedy. Accordingly, in addition to any other remedies available under these Terms or at law or in equity, the Disclosing Party shall be entitled to seek injunctive relief (including temporary restraining orders, preliminary injunctions, and permanent injunctions) to prevent or restrain any breach or threatened breach of this Section, without the necessity of proving actual damages or posting any bond or other security (to the extent permitted by Applicable Law). The Parties agree that the foregoing right to seek injunctive relief is in addition to, and not in limitation of, any other rights or remedies available to the Disclosing Party, including the right to recover damages.

SECTION 14: DATA PRIVACY

14.1 Privacy Policy

(a) Company's collection, use, storage, and disclosure of personal information in connection with the Platform and Services is governed by Company's Privacy Policy, available at https://enterprise.openwav.ai/legal/privacy-policy (the "Privacy Policy"), which is incorporated herein by reference. Customer agrees to review the Privacy Policy and acknowledges that Company may update the Privacy Policy from time to time in accordance with Applicable Law. Material changes to the Privacy Policy that adversely affect Customer's rights shall be communicated through the Platform or by email notification.

(b) Customer shall ensure that all Authorized Users are informed of and consent to Company's Privacy Policy and Cookie Policy (as defined in Section 14.4) prior to accessing the Platform. Customer represents that it has obtained all necessary consents and authorizations from its Authorized Users to provide their business contact information to Company for the purposes described in this Section 14 and the Privacy Policy.

14.2 Collection of Business Contact Information

(a) In connection with Account registration, Account administration, and Service delivery, Company collects and processes business contact information of Customer's Account Administrator and Authorized Users, including without limitation: names, business email addresses, business phone numbers, job titles, organizational roles, and business mailing addresses (collectively, "Business Contact Data"). Company uses Business Contact Data for the following purposes:

(i) Account management, authentication, and authorization;

(ii) Communication regarding Orders, Proofs, Claims, and other Service-related matters;

(iii) Customer support and technical assistance;

(iv) Billing, invoicing, and payment processing;

(v) Security monitoring, fraud prevention, and access control; and

(vi) Product announcements, Service updates, and marketing communications (subject to applicable opt-out rights as described in the Privacy Policy).

(b) Company processes Business Contact Data as a controller (or equivalent designation under applicable data protection law) in the context of its direct business relationship with Customer's personnel. Business Contact Data is not Customer Content and is not subject to the Platform License or Manufacturing License; it is processed in accordance with the Privacy Policy and Applicable Law.

14.3 Analytics and Usage Data

(a) Company automatically collects technical and usage data when Authorized Users access and interact with the Platform, including without limitation: IP addresses, device identifiers, browser type and version, operating system, access times, pages viewed, features utilized, clickstream data, search queries, session duration, and interaction patterns (collectively, "Usage Data"). Usage Data is collected through server logs, application telemetry, analytics tools, and similar technologies.

(b) Company owns all Usage Data and may use it for any lawful purpose, including without limitation: Platform performance monitoring and optimization; security threat detection and prevention; capacity planning; product development and feature prioritization; and creation of Aggregated Data as described in Section 13.3. Usage Data may be retained indefinitely, even after termination of Customer's Account, and is not subject to the data deletion or return obligations applicable to Customer Content.

(c) To the extent that any Usage Data is combined with Customer Content or Business Contact Data in a manner that could identify a specific individual, such combined data shall be treated in accordance with the Privacy Policy and applicable data protection requirements.

14.4 Cookies and Tracking Technologies

The Platform uses cookies, web beacons, pixels, local storage, and similar tracking technologies to facilitate Platform functionality, maintain user sessions, remember preferences, analyze usage patterns, and deliver relevant content. Customer shall ensure that its Authorized Users consent to the use of cookies and tracking technologies to the extent required by Applicable Law (including the ePrivacy Directive and similar cookie consent requirements applicable in relevant jurisdictions).

14.5 International Data Transfers

(a) The Platform is hosted in the United States, and Customer Content, Business Contact Data, and Usage Data are primarily stored and processed in the United States. If Customer's Authorized Users access the Platform from locations outside the United States, their data (including Business Contact Data, Usage Data, and any Customer Content submitted) will be transferred to, stored, and processed in the United States, where data protection laws may differ from those in the user's country of residence.

(b) By registering for an Account and permitting Authorized Users to access the Platform, Customer consents (and represents that it has obtained all necessary consents from its Authorized Users) to the transfer of data to the United States. Where required by Applicable Law (including the EU General Data Protection Regulation ("GDPR"), the UK GDPR, or other data protection legislation requiring a lawful transfer mechanism), Company shall make available appropriate safeguards for international data transfers, which may include:

(i) Standard Contractual Clauses (SCCs) as adopted by the European Commission (or UK equivalent);

(ii) Binding corporate rules;

(iii) Reliance on an adequacy decision, where applicable; or

(iv) Such other transfer mechanism as may be recognized under Applicable Law.

(c) Enterprise Customers may negotiate specific data transfer mechanisms, supplementary measures, or data localization requirements as part of an Enterprise Agreement or Data Processing Addendum (as described in Section 14.6).

14.6 Data Processing Addendum

(a) To the extent that Company processes personal data on behalf of Customer in a capacity that constitutes "data processing" (as defined under the GDPR or analogous data protection legislation), the Parties may enter into a separate Data Processing Addendum ("DPA") setting forth the specific obligations, restrictions, and technical and organizational measures applicable to such processing. A DPA is available upon request for Enterprise Customers and may be required where Customer's use of the Platform involves:

(i) Processing of personal data of Customer's employees, contractors, or agents beyond Business Contact Data collected by Company as a controller;

(ii) Processing of personal data of data subjects located in jurisdictions that require a written processing agreement (e.g., the European Economic Area, United Kingdom, or Switzerland); or

(iii) Processing that involves special categories of data, large-scale processing, or high-risk processing activities as defined under applicable data protection legislation.

(b) Absent an executed DPA, Company's standard data privacy practices (as described in the Privacy Policy and this Section 14) shall govern all data processing activities in connection with the Platform and Services. The standard Terms do not incorporate GDPR Article 28 processor obligations, and Company processes Business Contact Data and Usage Data as an independent controller for its own legitimate business purposes.

14.7 Restrictions on Consumer Personal Data

(a) As set forth in Section 13.6, the Platform is designed as a business-to-business platform and is not designed for the processing or storage of consumer personal data. Customer shall not upload, transmit, or store on the Platform any personal data of third-party consumers, end users, or natural persons (other than Customer's own Authorized Users) except as expressly permitted in Section 13.6(a) (limited personalization data with appropriate consents).

(b) If Customer uploads third-party personal data to the Platform in violation of Section 13.6 or this Section 14.7, Customer does so entirely at its own risk and shall:

(i) Be solely responsible for compliance with all applicable data privacy and protection laws (including without limitation the California Consumer Privacy Act ("CCPA"), GDPR, state biometric privacy laws, and sector-specific regulations);

(ii) Indemnify Company Indemnitees from and against any Losses arising from such processing (including regulatory fines, penalties, and data subject claims); and

(iii) Accept that Company's standard security measures, data handling practices, and retention policies (which are designed for B2B commercial data, not consumer PII) apply to such data without any heightened obligations on Company's part.

14.8 Security Measures

(a) Company implements and maintains commercially reasonable administrative, technical, and physical security measures designed to protect Customer Content, Business Contact Data, and other data processed through the Platform against unauthorized access, disclosure, alteration, loss, or destruction. Such measures are commensurate with the nature and sensitivity of the data processed and the risks presented by the processing, and may include without limitation: encryption of data in transit and at rest; access controls and authentication requirements; regular security assessments and penetration testing; employee training; and incident response procedures.

(b) Company shall periodically review and update its security measures in light of evolving threats, technology changes, and industry best practices. Company does not guarantee that its security measures will prevent all unauthorized access or security incidents, and Customer acknowledges that no data transmission over the internet or electronic storage system can be guaranteed to be completely secure.

14.9 Data Breach Notification

(a) In the event that Company becomes aware of a confirmed unauthorized access to, or unauthorized acquisition of, Customer Content or Business Contact Data that compromises the security, confidentiality, or integrity of such data (a "Security Breach"), Company shall notify Customer without unreasonable delay and in any event within seventy-two (72) hours of Company's confirmation of the Security Breach. Such notification shall include, to the extent reasonably available at the time of notification:

(i) A description of the nature of the Security Breach, including the categories and approximate number of data records affected;

(ii) The likely consequences of the Security Breach;

(iii) The measures taken or proposed to be taken by Company to address the Security Breach and mitigate its effects; and

(iv) Contact information for Company's security team for further inquiries.

(b) Company shall cooperate with Customer in investigating and remediating the Security Breach, including providing reasonable additional information as it becomes available. Customer acknowledges that Company's initial notification may be provided in phases as the investigation unfolds and that the seventy-two (72) hour notification period applies to initial notification only, not to the delivery of complete forensic findings.

(c) Company's breach notification obligations under this Section 14.9 do not apply to: (i) unsuccessful security incidents (e.g., unsuccessful login attempts, port scans, denial-of-service attacks, or other network attacks on firewalls or systems that do not result in unauthorized access); (ii) Customer's own security failures (e.g., compromised Account credentials resulting from Customer's failure to maintain credential security under Section 2.6); or (iii) unauthorized access attributable to third-party platforms, carriers, or services not operated by Company.

14.10 Data Deletion Upon Termination

Upon termination or expiration of Customer's Account, Customer Content (including any personal data contained therein) shall be retained and deleted in accordance with the timelines and procedures set forth in Section 7.6. Business Contact Data and Usage Data may be retained by Company beyond Account termination to the extent necessary for: (i) compliance with Applicable Law and regulatory requirements; (ii) exercise or defense of legal claims during the Limitations Period; (iii) legitimate business record-keeping; and (iv) fulfillment of Company's contractual obligations to third parties (e.g., tax and accounting records). Aggregated Data (as defined in Section 13.3) is not subject to deletion upon termination and may be retained indefinitely.

SECTION 15: PLATFORM TECHNOLOGY

15.1 Company Ownership of Platform Technology

(a) As set forth in Section 7.2(b), Company retains all right, title, and interest in and to the Platform and all Company IP. Without limiting the generality of Section 7.2(b), Company's exclusive ownership extends to: (i) all software, source code, object code, libraries, frameworks, and executables comprising the Platform; (ii) all algorithms, machine learning models, artificial intelligence systems, data models, and predictive analytics used in connection with the Platform or Services; (iii) all user interfaces, visual designs, layout structures, workflows, and user experience elements; (iv) all APIs, SDKs, integration tools, and developer documentation; (v) all databases, data structures, schemas, and indexing systems (excluding Customer Content stored therein); and (vi) all documentation, manuals, specifications, and technical materials relating to the Platform.

(b) All improvements, modifications, enhancements, derivative works, updates, patches, bug fixes, new features, and additions to the Platform or Company IP — whether developed by Company independently, in response to Customer feedback, or in connection with the provision of Services — are and shall remain the sole and exclusive property of Company. Customer shall have no ownership interest in any Platform improvement, regardless of whether such improvement was inspired by, suggested by, or developed in response to Customer's use of the Platform, Customer's feedback, or Customer's specific requirements.

(c) Company may use machine learning, artificial intelligence, automated systems, and algorithmic tools in connection with the Platform and Services (including without limitation automated quality checks, artwork optimization, production routing, demand forecasting, and anomaly detection). All outputs, models, trained parameters, and derivative works generated by such systems are Company IP, regardless of whether Customer Content was included in training data (subject to the de-identification requirements of Section 13.3(b) and the Confidential Information protections of Section 14).

15.2 Feedback and Suggestions

(a) If Customer or any Authorized User provides Company with any feedback, suggestions, ideas, enhancement requests, feature requests, recommendations, bug reports, or other input regarding the Platform, Services, or any Company IP (collectively, "Feedback"), Customer hereby irrevocably assigns to Company all right, title, and interest in and to such Feedback, including all Intellectual Property rights therein, without restriction, limitation, or obligation of compensation. This assignment is effective automatically upon submission of Feedback and requires no further action by either Party.

(b) To the extent that any applicable law prevents automatic assignment of rights in Feedback, Customer hereby grants to Company an irrevocable, perpetual, worldwide, royalty-free, fully paid-up, sublicensable, transferable license to use, reproduce, modify, adapt, create derivative works of, publicly display, publicly perform, distribute, and otherwise exploit such Feedback for any purpose, without attribution, notice, or compensation to Customer.

(c) Customer represents and warrants that any Feedback submitted does not incorporate or disclose any third-party Intellectual Property or Confidential Information, and that Customer has the authority to make the assignment and grant the license set forth in this Section 16.2. Customer shall not submit Feedback that is subject to any third-party license, restriction, or encumbrance that would impose obligations on Company.

15.3 Platform Use Restrictions

(a) In addition to the license limitations set forth in Section 7.3(c), Customer shall not, and shall not permit any Authorized User or third party to:

(i) Reverse engineer, decompile, disassemble, decrypt, or otherwise attempt to derive the source code, algorithms, data structures, or underlying ideas of the Platform or any Company IP, except to the extent expressly permitted by Applicable Law notwithstanding a contractual prohibition;

(ii) Copy, reproduce, modify, adapt, translate, or create derivative works of the Platform or any portion thereof (other than as incidentally and automatically created in the ordinary course of authorized use);

(iii) Sublicense, rent, lease, loan, distribute, resell, or provide access to the Platform to any third party, or use the Platform to operate a service bureau, time-sharing service, or similar offering for the benefit of third parties;

(iv) Use any robot, spider, crawler, scraper, data mining tool, or other automated means to access, index, extract data from, or interact with the Platform, except through APIs expressly provided by Company for such purposes and in compliance with applicable API terms and rate limits;

(v) Use automated purchasing bots, scripts, macros, or other automated mechanisms to submit Orders, approve Proofs, or perform any transactional action on the Platform without human review and authorization;

(vi) Conduct performance benchmarking, load testing, stress testing, penetration testing, or vulnerability scanning of the Platform without Company's prior written consent;

(vii) Circumvent, disable, or interfere with any security features, access controls, authentication mechanisms, encryption, digital rights management, or usage restrictions of the Platform;

(viii) Access or attempt to access any portion of the Platform, accounts, computer systems, or networks connected to the Platform through hacking, password mining, or any other unauthorized means;

(ix) Use the Platform for competitive intelligence gathering, product benchmarking, or to develop a competing product or service; or

(x) Remove, obscure, or alter any proprietary notices, labels, watermarks, or attributions on or within the Platform.

(b) Violation of any restriction set forth in this Section 15.3 shall constitute a material breach of these Terms and may result in immediate suspension or termination of Customer's Account without prior notice, in addition to all other remedies available to Company under these Terms and at law or in equity.

15.4 API Access

(a) Company may, at its discretion, make application programming interfaces ("APIs") available to Customer for integration with Customer's internal systems, enterprise resource planning software, or other authorized applications.

(b) Company reserves the right to modify, deprecate, rate-limit, suspend, or discontinue any API or API feature at any time, with or without notice. Company shall use commercially reasonable efforts to provide advance notice of material API changes that may affect Customer's existing integrations; provided, however, that Company may implement changes without notice where required for security, stability, or compliance purposes. Customer is solely responsible for maintaining and updating its integrations in response to API changes.

(c) Customer shall keep all API keys, tokens, and credentials confidential and shall not share them with third parties. Customer is responsible for all activity conducted through its API credentials, in accordance with the Account responsibility provisions of Section 2.6. Unauthorized sharing of API credentials may result in revocation of API access.

15.5 Beta Features

(a) This Section 15.5 supplements the Beta Features provisions of Section 3.9. To the extent of any conflict between this Section 15.5 and Section 3.9, the provision that is more protective of Company shall control.

(b) In addition to the disclaimers set forth in Section 3.9, Customer acknowledges and agrees that Beta Features:

(i) Are excluded from any service level agreement, uptime commitment, or availability guarantee, whether set forth in these Terms, an Enterprise Agreement, or otherwise;

(ii) Are not covered by any warranty, representation, or support obligation of Company,

(iii) May be subject to separate or additional terms, which Company may require Customer to accept prior to access;

(iv) May collect additional Usage Data and diagnostic information to assist Company in evaluating and improving the feature; and

(v) May interact with or affect the functionality of generally available Platform features, and Company shall have no liability for any such interaction or effect.

(c) Customer's use of Beta Features constitutes consent to provide Feedback regarding such features, and all such Feedback is subject to the assignment provisions of Section 16.2. Company may use Customer's experience with Beta Features (in anonymized form) to develop, market, and price the generally available version of such features.

15.6 Open-Source Software

(a) The Platform may incorporate or be distributed with open-source software components subject to open-source licenses (collectively, "Open-Source Components"). A list of Open-Source Components and their applicable licenses is available upon written request to support@openwav.ai or as published on the Platform. The applicable open-source license terms govern Customer's use of each Open-Source Component solely to the extent required by such license.

(b) Nothing in these Terms restricts or limits Customer's rights under any applicable open-source license with respect to the Open-Source Component itself. Conversely, no open-source license applicable to an Open-Source Component shall be construed as granting Customer any rights in the Platform as a whole, in Company's proprietary code surrounding or integrating the Open-Source Component, or in any other Company IP. The Platform as a whole remains Company's proprietary product, notwithstanding its incorporation of Open-Source Components.

(c) OPEN-SOURCE COMPONENTS ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, COMPANY DISCLAIMS ALL WARRANTIES WITH RESPECT TO OPEN-SOURCE COMPONENTS, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. COMPANY SHALL HAVE NO LIABILITY FOR ANY CLAIM ARISING FROM OR RELATING TO ANY OPEN-SOURCE COMPONENT, INCLUDING SECURITY VULNERABILITIES, BUGS, INCOMPATIBILITIES, OR LICENSING DISPUTES.

SECTION 16: THIRD-PARTY PROVIDERS

16.1 Use of Third-Party Providers

(a) Customer acknowledges and agrees that Company utilizes third-party providers in connection with the operation of the Platform and the delivery of Services, including without limitation:

(i) Third-party manufacturers, subcontractors, and production facilities for the manufacturing, printing, finishing, and assembly of Products (as referenced in Sections 3.4 and 4.5);

(ii) Shipping carriers, freight forwarders, and logistics providers for the transportation and delivery of Products (as referenced in Sections 6.3, 6.4, and 11.3);

(iii) Fulfillment centers, warehousing facilities, and inventory management providers for storage and distribution services (as referenced in Section 3.8);

(iv) Payment processors, merchant acquirers, and financial institutions for the processing of payments, credit approvals, and transaction settlement (as referenced in Section 6.5);

(v) Cloud infrastructure providers, hosting services, content delivery networks, and data center operators for Platform hosting and data storage;

(vi) Material suppliers, blank goods vendors, and raw material distributors; and

(vii) Software vendors, SaaS providers, and technology partners for Platform components, integrations, and ancillary functionality.

(b) Company's engagement of third-party providers is at Company's sole discretion and does not require Customer's prior consent, in accordance with Section 4.5. Company reserves the right to engage, replace, supplement, or discontinue any third-party provider at any time, for any reason, without notice to Customer, provided that the quality and specifications of Products delivered to Customer materially conform to the applicable Order Confirmation and approved Proof.

16.2 Limitation of Liability for Third-Party Providers

(a) Company shall not be liable for any act, omission, default, failure, delay, error, interruption, or deficiency of any third-party provider, including without limitation:

(i) Outages, downtime, or performance degradation of cloud infrastructure, hosting services, or payment processing systems;

(ii) Delays, loss, damage, or misdelivery attributable to shipping carriers or logistics providers after transfer of risk to Customer pursuant to Section 11.1;

(iii) Quality defects, delays, or failures attributable to material suppliers or raw material vendors (except to the extent Company's inspection obligations under its own quality control processes applied and Company failed to exercise reasonable care in such inspection);

(iv) Security breaches, data loss, or unauthorized access occurring within a third-party provider's systems or infrastructure (except to the extent Company failed to implement commercially reasonable provider oversight and security requirements); and

(v) Changes in pricing, terms, or availability of services offered by third-party providers that affect Company's cost structure or service capabilities.

(b) Company's sole obligation with respect to third-party provider failures that affect Customer's Orders shall be to use commercially reasonable efforts to: (i) identify and engage alternative providers; (ii) mitigate the impact of the failure on pending Orders; and (iii) communicate the status of affected Orders to Customer through the Platform. Company shall have no liability for any delay, disruption, or inability to fulfill Orders resulting from third-party provider failures, except as may be expressly set forth in an Enterprise Agreement containing specific service level commitments.

16.3 Third-Party Terms of Service

(a) Certain third-party providers may require Customer to agree to their own terms of service, acceptable use policies, or other agreements as a condition of receiving services facilitated through the Platform (e.g., payment processor terms, shipping insurance terms, or carrier service agreements). Customer's use of such third-party services constitutes acceptance of the applicable third-party terms. Company is not a party to any agreement between Customer and a third-party provider and shall have no liability for disputes arising under such agreements.

(b) Company shall use commercially reasonable efforts to identify material third-party terms applicable to Customer's use of the Platform or Services; provided, however, that Company has no obligation to review, summarize, or advise Customer regarding the terms of any third-party provider. Customer is responsible for reviewing and understanding any third-party terms before utilizing the applicable third-party service.

(c) In the event of any conflict between these Terms and the terms of a third-party provider with respect to the third-party's own service, the third-party terms shall govern Customer's direct relationship with that provider, but these Terms shall continue to govern the relationship between Company and Customer in all respects.

16.4 Third-Party Service Discontinuation

(a) If a material third-party provider discontinues its service, experiences a prolonged outage, materially changes its terms or pricing, or otherwise becomes unavailable, Company shall use commercially reasonable efforts to identify and migrate to an alternative provider within a reasonable timeframe. Company shall not be liable for any disruption, delay, or limitation of Services during such migration period.

(b) Company shall use commercially reasonable efforts to notify Customer of any third-party discontinuation or change that materially affects the Services; provided, however, that Company's notification obligation does not extend to routine provider substitutions that do not materially affect the features, quality, or availability of Services as experienced by Customer.

16.5 Pass-Through Warranties

(a) To the extent that Company receives warranties, representations, or guarantees from third-party manufacturers, material suppliers, or component providers with respect to goods or materials incorporated into Products, Company shall, to the extent such warranties are assignable or transferable under their terms, pass through or assign such warranties to Customer upon request, without recourse against Company. Customer's sole remedy under any passed-through third-party warranty shall be against the applicable third-party warrantor directly.

(b) Company makes no independent representation or warranty regarding the goods, materials, or services provided by any third party. Pass-through warranties are provided on an "AS IS" basis, without enhancement, supplementation, or endorsement by Company. Company shall have no obligation to enforce passed-through warranties on Customer's behalf, but shall provide reasonable cooperation (at Customer's expense) in Customer's pursuit of third-party warranty claims.

16.6 Third-Party Links and Integrations

The Platform may contain links to, or integrations with, third-party websites, applications, or services that are not owned or controlled by Company. Company has no control over, and assumes no responsibility for, the content, privacy policies, practices, availability, or performance of any third-party website, application, or service. Customer's use of any third-party website, application, or service accessed through or linked from the Platform is at Customer's own risk and is governed by the applicable third-party's terms and policies. Company's inclusion of a link to or integration with a third-party service does not constitute an endorsement, sponsorship, or recommendation of such service by Company.

SECTION 17: REGULATORY COMPLIANCE

17.1 Allocation of Regulatory Responsibility

(a) Customer acknowledges and agrees that Company acts as a fulfillment provider, and that Customer is the brand owner, seller, and distributor of Products purchased through the Platform. As between the Parties, Customer is solely and exclusively responsible for ensuring that all Products — as designed, branded, labeled, packaged, marketed, distributed, and sold by Customer — comply with all Applicable Law in each jurisdiction in which Customer offers, markets, distributes, sells, or ships such Products.

(b) Company does not independently assess, verify, test, or certify the regulatory compliance of Products designed, specified, or branded by Customer. Company's acceptance of an Order, manufacture of Products, or reproduction of Customer-provided Labeling Materials does not constitute any representation by Company that the resulting Products comply with any regulatory standard, certification requirement, safety standard, or labeling law.

(c) Without limiting the generality of the foregoing, Customer is solely responsible for compliance with all consumer product safety regulations, labeling requirements, advertising standards, environmental regulations, and other regulatory frameworks applicable to Products as marketed and sold by Customer. The specific regulatory areas addressed in Sections 17.2 through 17.7 are illustrative and do not constitute an exhaustive list of Customer's compliance obligations.

17.2 Export Controls and Trade Sanctions

(a) Customer represents, warrants, and covenants that it shall not, directly or indirectly, export, re-export, divert, transfer, or ship any Products in violation of applicable export control laws and regulations, including without limitation: (i) the Export Administration Regulations ("EAR") administered by the U.S. Bureau of Industry and Security; (ii) the International Traffic in Arms Regulations ("ITAR") administered by the U.S. Department of State; and (iii) any analogous export control regulations of other jurisdictions applicable to Customer's operations.

(b) Customer represents, warrants, and covenants that it shall not, directly or indirectly, engage in any transaction involving Products with any person, entity, country, or territory that is the subject of economic sanctions administered by: (i) the U.S. Office of Foreign Assets Control ("OFAC"); (ii) the U.S. Department of State; (iii) the European Union; (iv) His Majesty's Treasury (United Kingdom); (v) the United Nations Security Council; or (vi) any other applicable sanctions authority (collectively, "Sanctions"). Without limiting the foregoing, Customer shall not sell, distribute, ship, or otherwise make Products available to any person or entity identified on any restricted or denied party list, including the OFAC Specially Designated Nationals and Blocked Persons List ("SDN List"), the Entity List, the Denied Persons List, or any equivalent list maintained by an applicable sanctions authority.

(c) Customer represents and warrants that: (i) neither Customer nor any of its officers, directors, principals, or beneficial owners is a Sanctioned Person (i.e., a person or entity identified on any restricted party list or located in, organized under the laws of, or ordinarily resident in a sanctioned country or territory); (ii) Customer is not owned or controlled (directly or indirectly, individually or in the aggregate) by one or more Sanctioned Persons; and (iii) Customer will not use the Platform or Products in a manner that would cause Company to violate any Sanctions.

(d) Customer is solely responsible for determining whether Products require an export license, classification, or other governmental authorization prior to export or re-export, and for obtaining any such authorization. Company shall have no obligation to assist with export classification or licensing, but may cooperate with reasonable requests at Customer's expense. If Company reasonably believes that an Order or shipment may violate export control laws or Sanctions, Company may refuse to process such Order or suspend shipment without liability to Customer.

17.3 Consumer Product Safety

(a) Customer is solely responsible for ensuring that Products comply with all applicable consumer product safety laws, regulations, and standards in each jurisdiction where Customer distributes or sells such Products, including without limitation:

(i) The Consumer Product Safety Act ("CPSA") and regulations of the Consumer Product Safety Commission ("CPSC");

(ii) The Consumer Product Safety Improvement Act ("CPSIA"), including lead content limits, phthalate restrictions, mandatory third-party testing requirements, Children's Product Certificates, and tracking label requirements for children's products;

(iii) Applicable flammability standards (16 C.F.R. Parts 1610, 1611, and 1615-1616);

(iv) The Federal Hazardous Substances Act ("FHSA") and applicable ASTM International standards (including ASTM F963 for toy safety);

(v) State consumer product safety requirements (including California Proposition 65 requirements, discussed further in Section 17.4); and

(vi) International product safety requirements applicable in any jurisdiction outside the United States where Customer distributes or sells Products (including the EU General Product Safety Regulation, UK Product Safety legislation, and applicable national standards).

(b) Where Products require third-party testing or certification (including without limitation CPSIA third-party testing, flammability testing, or performance testing against voluntary or mandatory standards), Customer is solely responsible for arranging and paying for such testing. Company shall provide reasonable cooperation in facilitating testing access to production samples or manufacturing documentation, at Customer's expense, upon reasonable advance notice.

(c) Company does not independently test Products for compliance with consumer product safety standards and makes no representation or warranty that Products comply with any such standards. Customer acknowledges that compliance is dependent upon factors including product design (which is Customer's responsibility), materials (which may be specified by Customer), intended use and age grading (which Customer determines), and marketing representations (which are Customer's sole responsibility).

17.4 California Proposition 65

(a) Customer acknowledges that certain chemicals used in the manufacture or composition of Products may be listed under California's Safe Drinking Water and Toxic Enforcement Act of 1986 (Health and Safety Code § 25249.5 et seq.) ("Proposition 65"), which requires businesses to provide clear and reasonable warnings before knowingly and intentionally exposing individuals to listed chemicals. Customer is solely responsible for:

(i) Determining whether Products sold or distributed in California (or that may reach California consumers) require Proposition 65 warnings;

(ii) Providing appropriate warning language for inclusion in Labeling Materials, packaging, point-of-sale materials, or website disclosures, in compliance with the safe harbor warning requirements (27 Cal. Code Regs. § 25600 et seq.);

(iii) Determining the appropriate form and placement of warnings (e.g., on-product label, shelf sign, website warning, catalog warning); and

(iv) Conducting or commissioning any necessary chemical testing or exposure assessments to support its compliance decisions.

(b) Company has no obligation to independently determine whether Products require Proposition 65 warnings, to conduct chemical testing or exposure assessments, or to provide compliance advice regarding Proposition 65. If Customer provides Proposition 65 warning language as part of its Labeling Materials or Specifications, Company shall include such warnings on Products as directed by Customer. If Customer does not provide Proposition 65 warnings, Company shall not independently add any such warnings and Customer assumes all risk of non-compliance.

(c) Customer shall indemnify Company Indemnitees from and against any Losses arising from Proposition 65 claims, notices of violation (60-day notices), enforcement actions, judgments, settlements, or penalties relating to Products manufactured for Customer, except to the extent such claims arise solely from Company's introduction of a Proposition 65-listed chemical not specified by Customer and not inherent in the base materials selected by Customer.

17.5 Product Labeling and Marking

Customer's obligations regarding product labeling and regulatory marking are set forth in Section 8 (White Labeling and Private Labeling), including Section 8.4 (Regulatory Compliance for Labeled Products). Without limiting the provisions of Section 8, Customer is responsible for ensuring that all Products bear all required regulatory markings, care labels, fiber content disclosures, country-of-origin markings, safety warnings, age grading labels, tracking labels, and other mandatory disclosures required by Applicable Law. Company shall reproduce labeling content exactly as provided by Customer and shall not independently verify regulatory accuracy or completeness, in accordance with Section 8.2(b).

17.6 Product Recalls

(a) Customer, as the brand owner and distributor of Products, is solely responsible for initiating, managing, conducting, and funding any voluntary or mandatory product recall, corrective action plan, retrofit, or market withdrawal (collectively, "Recall") relating to Products manufactured by Company for Customer, except as provided in Section 17.6(d).

(b) If either Party becomes aware of any safety hazard, regulatory non-compliance, consumer complaint pattern, or other condition that may necessitate a Recall, such Party shall promptly notify the other Party in writing. Customer shall be responsible for all communications with governmental authorities (including the CPSC, state attorneys general, and international regulatory bodies), consumers, retailers, and distributors in connection with any Recall.

(c) Company shall cooperate with Customer in connection with any Recall to the extent reasonably requested, including: (i) providing manufacturing records, production lot information, and traceability data; (ii) assisting with root cause analysis of manufacturing-related issues; (iii) facilitating inspection of retained Samples or production records; and (iv) supporting corrective action implementation for future production runs. Company's cooperation shall be at Customer's expense (including reasonable costs of personnel time, document retrieval, and travel), except as set forth in Section 17.6(d).

(d) Cost allocation for Recalls shall be as follows:

(i) If the Recall is attributable to Customer's product design, Specifications, Artwork, Labeling Materials, marketing claims, or regulatory decisions, Customer shall bear all costs of the Recall, including without limitation consumer notification, product retrieval, refunds, disposal, regulatory fines, and Company's cooperation costs;

(ii) If the Recall is attributable to a defect in base materials or components supplied by a third-party provider, the Parties shall cooperate in pursuing recovery from such third-party provider, and Company shall assign or pass through any applicable warranties or indemnities received from such provider, in accordance with Section 16.5.

(e) Customer acknowledges its obligations under Section 15(b) of the Consumer Product Safety Act (15 U.S.C. § 2064(b)) and comparable state and international reporting requirements to report to the CPSC (and other applicable authorities) any product that contains a defect which could create a substantial product hazard, creates an unreasonable risk of serious injury or death, or fails to comply with an applicable consumer product safety standard. Customer shall make such reports as required by Applicable Law and shall keep Company informed of all such reports and regulatory communications relating to Products manufactured by Company.

17.7 Anti-Bribery and Anti-Corruption

(a) Each Party represents, warrants, and covenants that, in connection with the performance of its obligations under these Terms, it shall comply with all applicable anti-bribery and anti-corruption laws, including without limitation the U.S. Foreign Corrupt Practices Act of 1977 ("FCPA"), the UK Bribery Act 2010, and any other applicable anti-corruption legislation.

(b) Without limiting the foregoing, neither Party shall, directly or indirectly: (i) offer, promise, give, or authorize the giving of any bribe, kickback, facilitation payment, or other improper payment to any government official, political party, public international organization, or commercial counterparty; (ii) request, agree to receive, or accept any such improper payment; or (iii) take any action that would cause the other Party to violate any anti-corruption law.

(c) Each Party shall maintain adequate books, records, and internal controls in connection with the transactions contemplated by these Terms. Either Party may terminate these Terms immediately upon written notice if it has a reasonable, good-faith belief that the other Party has violated any anti-corruption law in connection with the transactions contemplated herein.

17.8 Regulatory Indemnification

Customer shall indemnify, defend, and hold harmless Company Indemnitees from and against any Losses arising out of or relating to: (i) Customer's failure to comply with any Applicable Law regarding the design, labeling, packaging, marketing, distribution, sale, import, export, or use of Products; (ii) product recalls or corrective actions (except to the extent caused solely by Company's manufacturing negligence as set forth in Section 17.6(d)(ii)); (iii) violations of export control laws, Sanctions, or trade compliance requirements attributable to Customer; (iv) Proposition 65 claims or enforcement actions relating to Products; (v) consumer product safety violations or enforcement actions; (vi) anti-bribery or anti-corruption violations attributable to Customer; and (vii) any governmental investigation, enforcement action, fine, penalty, or sanction imposed on Company as a result of Customer's regulatory non-compliance. The indemnification obligations of this Section 17.8 are in addition to, and not in limitation of, Customer's other indemnification obligations under these Terms, including Section 7.7.

SECTION 18: WARRANTIES

18.1 Warranty Exclusions

The Company expressly disclaims any warranty obligation with respect to any non-conformity, defect, or quality issue arising from or attributable to any of the following:

(a) Defects, errors, or ambiguities in Customer-supplied Specifications, Artwork, Labeling Materials, or other Customer Content, including without limitation color profiles, resolution limitations, design errors, typographical errors, or incorrect product dimensions;

(b) Defects inherent in or resulting from the approved Proof — if Customer approved a Proof containing a visible defect, such approval constitutes a waiver of any warranty claim based on that defect;

(c) Variations within the tolerances established in the Tolerance Guide or otherwise disclosed in the applicable Order Confirmation;

(d) Damage, degradation, or non-conformity resulting from Customer’s handling, storage, transportation, modification, alteration, or post-delivery processing of Products, including without limitation exposure to extreme temperatures, humidity, direct sunlight, chemical agents, or mechanical stress;

(e) Products that have been altered, modified, relabeled, repackaged, or otherwise processed by Customer or any third party after delivery by Company;

(f) Normal wear and tear, fading, aging, or degradation of materials that occurs through ordinary use over time;

(g) Use of Products for purposes or in environments other than their intended commercial purpose as reasonably indicated by the Specifications;

(h) Defects attributable to materials or components specified or supplied by Customer, or resulting from Customer’s insistence on a particular material, substrate, ink, finish, or process contrary to Company’s written recommendation;

(i) Any non-conformity that Customer could have identified by inspection of the approved Proof or Contract Proof but failed to raise prior to Proof Approval; and

(j) Products manufactured in quantities within the Quantity Tolerance (Section 5.8), where the claimed defect relates solely to quantity rather than quality.

18.2 Disclaimer of Implied Warranties

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, COMPANY HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO PRODUCTS, THE PLATFORM, SERVICES, AND ALL OTHER SUBJECT MATTER OF THESE TERMS. WITHOUT LIMITING THE FOREGOING, COMPANY SPECIFICALLY DISCLAIMS:

(a) THE IMPLIED WARRANTY OF MERCHANTABILITY AND ANY WARRANTY THAT PRODUCTS ARE OF MERCHANTABLE QUALITY;

(b) THE IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, INCLUDING WITHOUT LIMITATION ANY WARRANTY THAT PRODUCTS ARE SUITABLE FOR CUSTOMER’S INTENDED END USE, TARGET MARKET, OR COMMERCIAL APPLICATION;

(c) THE IMPLIED WARRANTY OF NON-INFRINGEMENT, INCLUDING WITHOUT LIMITATION ANY WARRANTY THAT PRODUCTS, AS MANUFACTURED IN ACCORDANCE WITH CUSTOMER’S SPECIFICATIONS AND ARTWORK, DO NOT INFRINGE THE INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY;

(d) ANY WARRANTY ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE;

(e) ANY WARRANTY REGARDING THE ACCURACY, RELIABILITY, COMPLETENESS, OR TIMELINESS OF RESULTS OBTAINED THROUGH USE OF THE PLATFORM OR SERVICES; AND

(f) ANY WARRANTY THAT PRODUCTS WILL COMPLY WITH THE LAWS, REGULATIONS, SAFETY STANDARDS, LABELING REQUIREMENTS, OR CERTIFICATION STANDARDS OF ANY PARTICULAR JURISDICTION.

THE FOREGOING DISCLAIMERS APPLY TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, INCLUDING WITHOUT LIMITATION UNDER ARTICLE 2 OF THE UNIFORM COMMERCIAL CODE. CUSTOMER ACKNOWLEDGES THAT THE PRICING OF PRODUCTS AND SERVICES REFLECTS THE ALLOCATION OF RISK SET FORTH IN THESE DISCLAIMERS AND THAT SUCH DISCLAIMERS ARE AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES.

18.3 “As Is” Disclaimers for Specific Items

(a) THE FOLLOWING ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED:

(i) SAMPLES, PROTOTYPES, AND PRE-PRODUCTION MATERIALS (WHICH ARE PROVIDED FOR EVALUATION PURPOSES ONLY AND ARE NOT WARRANTED TO BE REPRESENTATIVE OF FINAL PRODUCTION QUALITY);

(ii) BETA FEATURES;

(iii) DESIGN SERVICES AND ANY OUTPUT THEREOF (SECTION 3.6), WHICH ARE PROVIDED AS CREATIVE ASSISTANCE AND NOT AS WARRANTED FINISHED PRODUCT;

(iv) OPEN-SOURCE COMPONENTS;

(v) ANY FREE, TRIAL, OR PROMOTIONAL SERVICES OR FEATURES; AND

(vi) ANY THIRD-PARTY MATERIALS, PRODUCTS, OR SERVICES ACCESSED THROUGH OR IN CONNECTION WITH THE PLATFORM.

18.4 Platform Warranty Disclaimer

(a) THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE." COMPANY DOES NOT WARRANT THAT: (I) THE PLATFORM WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS; (II) THE RESULTS OBTAINED FROM USE OF THE PLATFORM WILL BE ACCURATE, RELIABLE, OR COMPLETE; (III) THE PLATFORM WILL MEET CUSTOMER’S REQUIREMENTS OR EXPECTATIONS; (IV) ANY ERRORS OR DEFECTS IN THE PLATFORM WILL BE CORRECTED; OR (V) THE PLATFORM OR THE SERVERS THAT MAKE IT AVAILABLE ARE FREE OF VIRUSES, MALWARE, OR OTHER HARMFUL COMPONENTS.

(b) CUSTOMER’S USE OF THE PLATFORM IS AT CUSTOMER’S SOLE RISK. COMPANY DISCLAIMS ALL LIABILITY FOR ANY HARM OR DAMAGE ARISING FROM CUSTOMER’S USE OF OR RELIANCE ON THE PLATFORM, INCLUDING WITHOUT LIMITATION ANY LOSS OF CUSTOMER CONTENT DUE TO PLATFORM ERRORS, OUTAGES, OR DATA CORRUPTION (SUBJECT TO COMPANY’S DATA SECURITY OBLIGATIONS IN SECTION 15.8).

(c) The Platform warranty disclaimer in this Section 18.4 supplements and does not limit the service availability disclaimers in Section 3.10. Enterprise Customers may negotiate specific uptime commitments or service level agreements as part of a separate Enterprise Agreement; absent such an agreement, no availability guarantees are made.

18.5 No Reliance

Customer acknowledges that it has not relied on any representation, statement, warranty, guarantee, or understanding (whether written or oral) made by or on behalf of Company that is not expressly set forth in these Terms. No statement made by any Company employee, agent, representative, or contractor (whether in sales materials, marketing communications, support interactions, or otherwise) shall be construed as an additional warranty or modification of the disclaimers set forth herein, unless such statement is set forth in a written amendment to these Terms signed by an authorized officer of Company.

SECTION 19: LIMITATION OF LIABILITY

19.1 Exclusion of Consequential Damages

(a) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR TO ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES OF ANY KIND, ARISING OUT OF OR RELATING TO THESE TERMS, THE PLATFORM, SERVICES, PRODUCTS, OR ANY TRANSACTION CONTEMPLATED HEREBY, REGARDLESS OF WHETHER SUCH DAMAGES ARE BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, STATUTE, OR ANY OTHER LEGAL THEORY, AND REGARDLESS OF WHETHER SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR COULD HAVE FORESEEN SUCH DAMAGES.

(b) WITHOUT LIMITING THE GENERALITY OF SECTION 19.1(A), THE EXCLUSION OF CONSEQUENTIAL DAMAGES INCLUDES, WITHOUT LIMITATION, ANY AND ALL OF THE FOLLOWING, HOWEVER CHARACTERIZED OR DENOMINATED:

(i) LOSS OF PROFITS, REVENUE, INCOME, OR ANTICIPATED SAVINGS;

(ii) LOSS OF BUSINESS, BUSINESS OPPORTUNITIES, OR BUSINESS INTERRUPTION;

(iii) LOSS OF GOODWILL OR REPUTATION;

(iv) LOSS OF DATA, CUSTOMER CONTENT, OR DATA RESTORATION COSTS;

(v) COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES, OR TECHNOLOGY;

(vi) REPUTATIONAL HARM, DIMINUTION IN BRAND VALUE, OR DAMAGE TO CUSTOMER RELATIONSHIPS;

(vii) LOSS OF USE OR DIMINUTION IN VALUE OF PRODUCTS;

(viii) DAMAGES ARISING FROM RECALL COSTS, MARKET WITHDRAWAL, OR CORRECTIVE ACTIONS (EXCEPT AS EXPRESSLY ALLOCATED IN SECTION 18.6(d));

(ix) DAMAGES ARISING FROM DELAYS IN DELIVERY OR PRODUCTION; AND

(x) ANY OTHER DAMAGES THAT DO NOT CONSTITUTE DIRECT, ACTUAL DAMAGES, REGARDLESS OF THE LABEL OR CHARACTERIZATION APPLIED.

(c) THE EXCLUSION OF CONSEQUENTIAL DAMAGES SET FORTH IN THIS SECTION 19.1 IS MUTUAL AND APPLIES TO BOTH PARTIES. IT APPLIES REGARDLESS OF WHETHER THE PARTY SEEKING DAMAGES HAS BEEN ADVISED OF, KNEW OF, OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES, AND REGARDLESS OF THE FORM OF ACTION OR THE THEORY OF LIABILITY.

19.2 Aggregate Liability Cap

(a) SUBJECT TO SECTION 19.3, THE TOTAL AGGREGATE LIABILITY OF COMPANY AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND SUBCONTRACTORS TO CUSTOMER AND ITS AFFILIATES FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS, THE PLATFORM, SERVICES, AND PRODUCTS — WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, STATUTE, INDEMNIFICATION, OR OTHERWISE — SHALL NOT EXCEED THE TOTAL AMOUNTS ACTUALLY PAID BY CUSTOMER TO COMPANY DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE FIRST CLAIM IN THE SERIES (THE "GENERAL CAP").

(b) The General Cap is calculated on a rolling twelve (12) month lookback basis. For purposes of this calculation: (i) "amounts actually paid" includes all fees, charges, and payments remitted by Customer to Company (net of any refunds, credits, or chargebacks actually processed), but excludes Taxes, shipping charges passed through to carriers, and any amounts paid to third parties; and (ii) the "event giving rise to the first claim" means the first act, omission, or occurrence that forms the factual basis of the claim, regardless of when the claim is asserted.

(c) THE AGGREGATE LIABILITY CAP SET FORTH IN THIS SECTION 19.2 IS A CUMULATIVE CAP ON ALL CLAIMS ARISING DURING THE TERM OF THESE TERMS, NOT A PER-CLAIM OR PER-INCIDENT CAP. ONCE COMPANY'S AGGREGATE LIABILITY HAS REACHED THE GENERAL CAP, COMPANY SHALL HAVE NO FURTHER LIABILITY TO CUSTOMER REGARDLESS OF THE NUMBER OF CLAIMS, EVENTS, OR THEORIES OF LIABILITY.

(d) For Customers that have been active on the Platform for less than twelve (12) months as of the date of the event giving rise to the claim, the General Cap shall be calculated by annualizing the amounts paid during the period of active use (i.e., dividing total amounts paid by the number of months of active use and multiplying by twelve).

19.3 Carve-Outs from Limitations

The limitations set forth in Sections 19.1 (Exclusion of Consequential Damages) and 19.2 (Aggregate Liability Cap) shall not apply to, and shall not limit either Party's liability for:

(a) A Party's indemnification obligations under Section 20 (Indemnification), which shall be subject to the Indemnification Cap set forth in Section 19.4;

(b) A Party's breach of its confidentiality obligations under Section 13 (Confidentiality), which shall be subject to the Confidentiality Cap set forth in Section 19.4;

(c) Liability arising from a Party's willful misconduct, intentional wrongdoing, gross negligence, or fraud (including fraudulent misrepresentation);

(d) Customer's payment obligations under these Terms, including without limitation all fees, charges, interest, late fees, and collection costs owed under Section 6;

(e) Customer's infringement, misappropriation, or violation of Company IP or Company's proprietary rights (including breach of Section 15.3);

(f) Liability arising from a Party's violation of Applicable Law to the extent that limiting such liability is prohibited by such law; and

(g) Liability for personal injury or death caused by a Party's negligence or for physical damage to tangible property.

19.4 Elevated Caps for Specific Obligations

(a) INDEMNIFICATION CAP. A PARTY'S TOTAL AGGREGATE LIABILITY UNDER ITS INDEMNIFICATION OBLIGATIONS IN SECTION 20 SHALL NOT EXCEED AN AMOUNT EQUAL TO THREE TIMES (3X) THE GENERAL CAP (THE "INDEMNIFICATION CAP"). THE INDEMNIFICATION CAP IS SEPARATE FROM AND IN ADDITION TO THE GENERAL CAP. FOR THE AVOIDANCE OF DOUBT, LIABILITY COUNTED AGAINST THE INDEMNIFICATION CAP SHALL NOT REDUCE THE GENERAL CAP, AND VICE VERSA.

(b) CONFIDENTIALITY CAP. A PARTY'S TOTAL AGGREGATE LIABILITY FOR BREACH OF ITS CONFIDENTIALITY OBLIGATIONS UNDER SECTION 13 (INCLUDING WITHOUT LIMITATION UNAUTHORIZED DISCLOSURE OR USE OF THE OTHER PARTY'S CONFIDENTIAL INFORMATION) SHALL NOT EXCEED AN AMOUNT EQUAL TO TWO TIMES (2X) THE GENERAL CAP (THE "CONFIDENTIALITY CAP"). THE CONFIDENTIALITY CAP IS SEPARATE FROM AND IN ADDITION TO THE GENERAL CAP.

(c) The elevated caps set forth in this Section 19.4 are subject to the carve-outs in Section 19.3(c) through (g) (i.e., willful misconduct, fraud, payment obligations, IP violations, violations of law, and personal injury/property damage remain uncapped).

19.5 Essential Basis of the Bargain

(a) Customer acknowledges and agrees that the limitations of liability, exclusions of damages, and warranty disclaimers set forth in Sections 18 and 19: (i) reflect a fair and reasonable allocation of risk between the Parties; (ii) are an essential basis of the bargain between the Parties; and (iii) are reflected in the pricing of Products and Services offered by Company through the Platform. Absent such limitations, Company would not enter into these Terms or provide the Products and Services at the prices offered.

(b) Customer further acknowledges that it has had a meaningful opportunity to review these limitations and disclaimers, that it understands their legal effect, and that it has agreed to these Terms (including these limitations) voluntarily and with full knowledge of their significance.

19.6 Applicability Regardless of Theory or Remedy Failure

(a) THE LIMITATIONS OF LIABILITY AND EXCLUSIONS OF DAMAGES SET FORTH IN THIS SECTION 19 SHALL APPLY REGARDLESS OF: (I) THE FORM OF ACTION (WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, WARRANTY, STATUTE, INDEMNITY, OR OTHERWISE); (II) THE THEORY OF LIABILITY; (III) WHETHER THE DAMAGES ARE CHARACTERIZED AS DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE; (IV) WHETHER THE CLAIM ARISES UNDER THESE TERMS, UNDER ANY COLLATERAL AGREEMENT, OR UNDER LAW; AND (V) WHETHER THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

(b) THE LIMITATIONS SET FORTH IN THIS SECTION 19 SHALL APPLY EVEN IF ANY EXCLUSIVE REMEDY PROVIDED UNDER THESE TERMS (INCLUDING THE EXCLUSIVE REMEDIES IN SECTIONS 11.6 AND 18.2) FAILS OF ITS ESSENTIAL PURPOSE. THE LIMITATIONS IN THIS SECTION 19 ARE INDEPENDENT OF, AND SHALL SURVIVE, ANY FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED OR EXCLUSIVE REMEDY. THIS SECTION 19 SHALL BE ENFORCED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, INDEPENDENTLY OF AND NOTWITHSTANDING THE ENFORCEABILITY OF ANY OTHER PROVISION OF THESE TERMS.

(c) To the extent that any jurisdiction does not allow the exclusion or limitation of certain damages or the exclusion of certain implied warranties, the limitations set forth in this Section 19 shall be applied to the maximum extent permitted by the laws of such jurisdiction, and each provision shall be deemed severable and enforceable to the greatest extent permitted.

SECTION 20: INDEMNIFICATION

20.1 Customer Indemnification of Company

(a) Customer shall indemnify, defend, and hold harmless Company and Company Indemnitees from and against any and all Losses arising out of, relating to, or resulting from any third-party claim, demand, action, suit, proceeding, investigation, or governmental inquiry (each, a "Third-Party Claim") to the extent based on or arising from:

(i) Any allegation that Customer Content (including without limitation Customer's Specifications, Artwork, Labeling Materials, Marks, trade dress, product designs, or marketing materials) infringes, misappropriates, or violates any Intellectual Property right, proprietary right, right of publicity, or other right of any third party — this obligation consolidates and supersedes the IP indemnification set forth in Section 7.7, which is hereby incorporated;

(ii) Any product liability, personal injury, death, or property damage claim arising from the design, composition, labeling, marketing, distribution, sale, or use of Products manufactured in accordance with Customer's Specifications and approved Proofs, including without limitation claims by end users, consumers, retailers, or distributors of Customer's Products;

(iii) Customer's failure to comply with any Applicable Law regarding the design, labeling, packaging, marketing, distribution, sale, import, export, or use of Products, including without limitation the regulatory compliance obligations set forth in Section 17 — this obligation consolidates and supersedes the regulatory indemnification set forth herein, which is hereby incorporated;

(iv) Customer's marketing claims, advertising representations, product descriptions, performance guarantees, or express warranties made by Customer to its customers, end users, or the public regarding Products, to the extent such claims exceed or are inconsistent with the Specifications or the capabilities of the Products as manufactured;

(v) Customer's breach of any representation, warranty, covenant, or obligation under these Terms;

(vi) Customer's violation of Applicable Law (including without limitation consumer protection laws, advertising standards, privacy laws, export control laws, Sanctions, and anti-corruption laws);

(vii) The negligence, willful misconduct, or intentional wrongdoing of Customer or Customer's officers, directors, employees, agents, contractors, or Authorized Users;

(viii) Any Recall or corrective action (except to the extent attributable solely to Company's manufacturing negligence);

(ix) Any claim arising from Customer's use of Products in combination with other products, services, or materials not provided by Company, where the claim would not have arisen but for such combination; and

(x) Any employment, labor, or worker classification claim brought by any person engaged by Customer, including claims alleging that such persons are employees or agents of Company by virtue of their access to the Platform or interaction with Company's systems.

(b) Customer's indemnification obligations under this Section 20.1 are in addition to, and not in limitation of, Customer's other obligations under these Terms, including without limitation Customer's tax indemnification obligations under Section 6.2(b) (which are independent obligations that survive independently of this Section 20).

20.2 Company Indemnification of Customer

(a) Subject to the limitations, exclusions, and conditions set forth in this Section 20.2, Company shall indemnify, defend, and hold harmless Customer from and against any Losses arising out of any Third-Party Claim that the Platform technology (excluding Customer Content, Open-Source Components, and any third-party integrations or services) directly infringes a valid and enforceable United States patent, registered copyright, or trade secret as of the Effective Date (a "Platform IP Claim").

(b) Company's indemnification obligation under Section 20.2(a) shall not apply to any Platform IP Claim to the extent arising from or attributable to:

(i) Modification, alteration, or customization of the Platform by Customer, by any third party at Customer's direction, or by Company at Customer's specific instruction contrary to Company's recommendation;

(ii) Customer's use of the Platform in combination with any product, service, software, hardware, data, or content not provided or authorized by Company, where the infringement would not have occurred but for such combination;

(iii) Customer's use of the Platform in a manner not authorized by these Terms, not contemplated by the applicable documentation, or in breach of Section 16.3 (Platform Use Restrictions);

(iv) Customer's continued use of the Platform after Company has provided notice of a potential infringement claim and offered a non-infringing alternative or modification;

(v) Any claim that is based on Customer's Specifications, Artwork, Customer Content, or any design or functional requirement imposed by Customer;

(vi) Use of any version of the Platform other than the most current version made available by Company, if the infringement would have been avoided by use of the current version;

(vii) Open-Source Components, which are subject solely to the applicable open-source license terms (Section 16.6); and

(viii) Any Third-Party Claim asserted by a Sanctioned Person, or any claim arising in connection with Customer's use of the Platform in violation of export controls or Sanctions (Section 18.2).

(c) If the Platform becomes, or in Company's reasonable opinion is likely to become, the subject of a Platform IP Claim, Company may, at its sole option and expense: (i) procure for Customer the right to continue using the affected functionality of the Platform; (ii) modify the Platform so that it becomes non-infringing without materially reducing its functionality; (iii) replace the affected functionality with a substantially equivalent non-infringing alternative; or (iv) if none of the foregoing alternatives is commercially practicable, terminate Customer's access to the affected functionality of the Platform and refund to Customer any prepaid fees allocable to the terminated functionality for the unused portion of any prepaid term. The remedies set forth in this Section are Company's sole obligation and Customer's exclusive remedy with respect to any actual or alleged infringement of third-party Intellectual Property rights by the Platform.

(d) Company's total aggregate liability for all Platform IP Claims under this Section is subject to the Indemnification Cap set forth in Section 19.4(a).

20.3 Indemnification Procedures

(a) Notice. The Party seeking indemnification (the "Indemnified Party") shall provide the Party from which indemnification is sought (the "Indemnifying Party") with prompt written notice of any Third-Party Claim for which indemnification is sought, including a reasonably detailed description of the facts and circumstances giving rise to the claim. Failure to provide prompt notice shall not relieve the Indemnifying Party of its indemnification obligations except to the extent that the Indemnifying Party is materially prejudiced by such failure (and the burden of demonstrating material prejudice shall rest with the Indemnifying Party).

(b) Control of Defense. The Indemnifying Party shall have the right (but not the obligation) to assume and control the defense of any Third-Party Claim for which it has acknowledged its indemnification obligation in writing, at its own expense, using counsel of its own selection that is reasonably acceptable to the Indemnified Party. If the Indemnifying Party assumes control of the defense: (i) the Indemnified Party shall cooperate fully with the Indemnifying Party in connection with such defense, including providing access to relevant records, information, and personnel; (ii) the Indemnified Party shall not make any admission of liability or agree to any settlement without the prior written consent of the Indemnifying Party; and (iii) the Indemnifying Party shall keep the Indemnified Party reasonably informed of the status of the defense and any settlement negotiations.

(c) Settlement. The Indemnifying Party shall not settle, compromise, or consent to the entry of judgment with respect to any Third-Party Claim without the prior written consent of the Indemnified Party (not to be unreasonably withheld, conditioned, or delayed); provided, however, that the Indemnifying Party may settle a Third-Party Claim without the Indemnified Party's consent if such settlement: (i) involves only the payment of money (which the Indemnifying Party pays in full); (ii) includes an unconditional release of the Indemnified Party from all liability with respect to such claim; (iii) does not impose any injunctive or non-monetary relief on the Indemnified Party; and (iv) does not contain any admission of fault or liability on behalf of the Indemnified Party.

(d) Participation. The Indemnified Party shall have the right to participate in the defense of any Third-Party Claim with its own counsel and at its own expense. Such participation shall not affect the Indemnifying Party's control of the defense, and the Indemnified Party shall not take any action that would prejudice the Indemnifying Party's defense strategy without the Indemnifying Party's prior written consent.

(e) Failure to Assume Defense. If the Indemnifying Party fails to acknowledge its indemnification obligation or assume the defense of a Third-Party Claim within thirty (30) days of receiving notice thereof, the Indemnified Party may assume and control the defense at the Indemnifying Party's expense, and the Indemnifying Party shall reimburse the Indemnified Party for all reasonable costs and expenses (including reasonable attorneys' fees) incurred in connection with such defense. In such case, the Indemnified Party shall not settle the claim without the Indemnifying Party's consent (not to be unreasonably withheld).

(f) Cooperation. The Indemnified Party shall provide the Indemnifying Party with all reasonable cooperation and assistance in connection with the defense of any Third-Party Claim, including: (i) making available relevant documents, information, and records; (ii) making available personnel as witnesses or for consultation; and (iii) executing any documents necessary for the defense. The Indemnifying Party shall reimburse the Indemnified Party for reasonable out-of-pocket costs incurred in providing such cooperation (excluding internal personnel costs and attorneys' fees, unless the Indemnifying Party has failed to assume the defense under Section 20.3(e)).

20.4 Relationship to Other Provisions

(a) Comprehensive Framework. This Section constitutes the comprehensive and exclusive indemnification framework governing all indemnification obligations of the Parties under these Terms. All indemnification obligations set forth elsewhere in these Terms are incorporated into, governed by, and subject to the procedures and limitations of this Section 20, except as expressly stated otherwise.

(b) Consolidation of Specific Indemnities. The following indemnification provisions are consolidated into and subsumed by Section 20.1 (Customer Indemnification of Company):

(i) Section 7.7 (IP Indemnification for Customer Content) — incorporated into Section 20.1(a)(i);

(ii) Section 17.8 (Regulatory Indemnification) — incorporated into Section 20.1(a)(iii); and

(iii) Any other indemnification obligation of Customer set forth elsewhere in these Terms.

The foregoing consolidation means that all Customer indemnification obligations are governed by the procedures of Section 20.3 and subject to the Indemnification Cap of Section 20.4(a). In the event of conflict between a specific indemnification provision and this Section, this Section shall control.

(c) Independent Tax Indemnity. Notwithstanding Section 20.4(b), Customer's tax indemnification obligations under Section 6.2(b) are independent, self-executing obligations that are not subject to the Third-Party Claim procedures of Section 20.3 and are not counted against the Indemnification Cap. Section 6.2(b) survives and operates independently of this Section.

(d) Limitation of Liability. Indemnification obligations under this Section 20 are subject to the Indemnification Cap set forth in Section 19.4(a) (three times (3x) the General Cap), and are carved out from the General Cap and the consequential damages exclusion as set forth in Section 19.3(a). The Indemnification Cap does not limit liability arising from the carve-outs in Section 19.3(c) through (g) (willful misconduct, fraud, payment obligations, IP violations, violations of law, and personal injury/property damage).

(e) Mitigation. Each Party shall use commercially reasonable efforts to mitigate its Losses upon becoming aware of any event or circumstance that could reasonably give rise to an indemnification claim. An Indemnified Party's failure to mitigate shall reduce the Indemnifying Party's obligation to the extent that mitigation would have reduced the Losses.

(f) Survival. The indemnification obligations of this Section shall survive termination or expiration of these Terms and shall remain in effect for the duration of the Limitations Period applicable to the underlying claim. Claims for indemnification must be asserted in writing within the applicable Limitations Period.

(g) Subrogation. Upon making any indemnification payment, the Indemnifying Party shall be subrogated to all rights of the Indemnified Party against third parties with respect to the Losses giving rise to such payment. The Indemnified Party shall cooperate with the Indemnifying Party in pursuing any subrogation claims and shall execute any documents necessary to perfect or enforce such subrogation rights.

SECTION 21: INSURANCE

21.1 Insurance Requirements

(a) Company may, in its sole discretion, require Customer to obtain and maintain one or more of the insurance coverages described in this Section as a condition of: (i) maintaining an active Account; (ii) placing Orders in specified product categories; or (iii) exceeding designated Order volume thresholds. Company shall notify Customer in writing (which may include notification through the Platform) of any applicable insurance requirements, and Customer shall provide evidence of compliant coverage within thirty (30) days of such notification.

(b) Without limiting Company's discretion under Section 21.1(a), the following categories of Customers shall be required to maintain the insurance coverages specified in Section 21.2 unless expressly waived by Company in writing:

(i) Enterprise Customers;

(ii) Customers ordering Products intended for use by, or in proximity to, children under the age of fourteen (14), including toys, clothing, accessories, and nursery items;

(iii) Customers ordering Products intended for food contact, food packaging, or cosmetic packaging;

(iv) Customers ordering Products classified as consumer health or wellness items; and

(v) Customers whose aggregate Order volume exceeds USD $50,000 in any rolling twelve (12) month period.

(c) Company reserves the right to modify the categories of Customers or Products subject to mandatory insurance requirements at any time upon 30 days' advance written notice. Such modifications shall apply prospectively to new Orders placed after the effective date of the change.

21.2 Required Coverage Types and Minimum Limits

Where insurance is required under Section 21.1, Customer shall obtain and maintain, at its own expense, the following coverages with minimum limits not less than those specified:

(a) Commercial General Liability ("CGL"). Occurrence-based commercial general liability insurance with limits of not less than One Million Dollars ($1,000,000) per occurrence and Two Million Dollars ($2,000,000) in the annual aggregate. Coverage shall include, at minimum: premises and operations liability; products and completed operations liability; personal and advertising injury liability; contractual liability (insuring the indemnification obligations assumed under Section 21); and broad form property damage liability.

(b) Product Liability. Product liability insurance covering bodily injury, death, and property damage arising from Products manufactured for Customer and distributed, sold, or otherwise made available by Customer. Product liability coverage may be included within the CGL policy or provided under a separate policy. If provided separately, minimum limits shall be not less than One Million Dollars ($1,000,000) per occurrence and Two Million Dollars ($2,000,000) in the annual aggregate.

(c) Errors and Omissions / Media Liability. Where Customer's use of the Platform involves the reproduction of third-party Intellectual Property, celebrity likenesses, licensed characters, or content subject to right-of-publicity restrictions, Company may require Customer to maintain errors and omissions or media liability insurance with limits of not less than One Million Dollars ($1,000,000) per claim and One Million Dollars ($1,000,000) in the annual aggregate, covering claims of copyright infringement, trademark infringement, defamation, invasion of privacy, and right-of-publicity violations arising from Customer Content.

(d) Umbrella / Excess Liability. For Enterprise Customers or where otherwise specified by Company, an umbrella or excess liability policy with limits of not less than Five Million Dollars ($5,000,000) per occurrence and in the annual aggregate, providing excess coverage over the CGL and product liability policies.

21.3 Policy Requirements

(a) All insurance policies required under this Section shall: (i) be issued by insurers with an A.M. Best rating of "A-" or better and a Financial Size Category of "VII" or larger (or equivalent rating from a nationally recognized rating organization); (ii) be written on an occurrence basis (except for errors and omissions / media liability, which may be written on a claims-made basis); (iii) provide that coverage shall not be canceled, non-renewed, or materially modified without at least thirty (30) days' prior written notice to Company (ten (10) days for non-payment of premium); and (iv) be primary and non-contributory with respect to any insurance maintained by Company.

(b) Additional Insured. Customer shall cause Company, its affiliates, and their respective officers, directors, employees, and agents to be named as additional insureds under Customer's CGL and product liability policies with respect to liability arising out of or related to Products manufactured for Customer, Customer's use of the Platform, or Customer's performance under these Terms. Additional insured status shall be provided on ISO form CG 20 10 (or equivalent broad-form endorsement) and shall provide coverage on a primary and non-contributory basis.

(c) Waiver of Subrogation. Customer shall obtain from its insurers a waiver of any right of subrogation that such insurers may have against Company Indemnitees. Customer shall ensure that its insurance policies contain an endorsement waiving the insurer's right to seek contribution or recovery from Company or Company Indemnitees for any Losses covered by Customer's insurance.

21.4 Evidence of Insurance

(a) Upon Company's request, Customer shall provide Company with certificates of insurance evidencing the coverages, limits, and endorsements required under this Section. Customer shall provide updated certificates: (i) upon initial placement of an Order after insurance is first required; (ii) upon each policy renewal; and (iii) within ten (10) business days of Company's written request.

(b) Company's review of certificates of insurance (or failure to review or object to any policy or certificate) shall not constitute approval of the adequacy of Customer's insurance, shall not relieve Customer of its obligations under this Section, and shall not constitute a waiver of any of Company's rights under these Terms.

21.5 Failure to Maintain Insurance

(a) If Customer fails to obtain or maintain the insurance coverages required under this Section (including failure to provide evidence of coverage upon request), Company may, in its sole discretion and without liability to Customer: (i) suspend Customer's Account or refuse to accept new Orders until compliant coverage is demonstrated; (ii) obtain the required insurance on Customer's behalf and charge the cost to Customer's Account (Customer hereby authorizes such charge); or (iii) terminate these Terms for cause in accordance with Section 24.3.

(b) Customer's failure to maintain required insurance does not excuse Customer from its indemnification obligations under Section 21 or any other obligation under these Terms.

21.6 Insurance Does Not Limit Liability

The insurance requirements set forth in this Section are minimum requirements only and do not limit Customer's liability under these Terms. Customer's maintenance of insurance at or above the required levels shall not be construed as a limitation on Customer's indemnification obligations under Section 21, Customer's liability under Section 19, or Customer's other obligations under these Terms. Customer acknowledges that insurance coverage limits may be insufficient to cover all potential Losses and that Customer remains liable for any deficiency.

SECTION 22: TERMINATION

22.1 Term

These Terms are effective as of the date Customer first accepts these Terms (by creating an Account, clicking acceptance, or otherwise manifesting assent) (the "Effective Date") and shall remain in effect until terminated in accordance with this Section 22. Unless an Enterprise Agreement specifies a fixed initial term, the engagement is month-to-month and continues indefinitely until terminated by either Party.

22.2 Termination for Convenience

(a) Either Party may terminate these Terms for convenience, without cause, by providing the other Party with not less than thirty (30) days' prior written notice of termination.

(b) Customer may initiate termination for convenience through the Platform's Account settings (if such functionality is available) or by written notice. Company may initiate termination for convenience by written notice to the email address associated with Customer's Account or to Customer's Account Administrator.

(c) Enterprise Customers whose Enterprise Agreements specify a minimum term or commitment period may be subject to early termination fees, minimum purchase commitments, or other obligations as set forth in the applicable Enterprise Agreement. Such obligations shall survive termination for convenience and shall be payable in full upon termination.

22.3 Termination for Cause

(a) Either Party may terminate these Terms for cause upon written notice if the other Party materially breaches any provision of these Terms and fails to cure such breach within thirty (30) days after receiving written notice identifying the breach with reasonable specificity (the "Cure Period"). If the breach is of a nature that cannot reasonably be cured within thirty (30) days, the breaching Party shall not be in default if it commences cure within such period and diligently pursues cure to completion within a reasonable time not to exceed sixty (60) days.

(b) Company may terminate these Terms immediately upon written notice, without a Cure Period, upon the occurrence of any of the following:

(i) Customer's infringement, misappropriation, or unauthorized use of Company IP, including violation of the Platform use restrictions in Section 16.3;

(ii) Customer's use of the Platform or Services in connection with illegal activity (as described in Section 23.2(c));

(iii) Customer's violation of Sanctions, export control laws, or anti-corruption provisions (Section 17.2 or 17.7), or Company's reasonable determination that Customer is a Sanctioned Person;

(iv) Customer's breach of Confidentiality obligations (Section 13) involving disclosure of Company's trade secrets or commercially sensitive proprietary information;

(v) A third material breach by Customer of the same or substantially similar nature within any twelve (12) month period (i.e., repeated material breach after two prior cure opportunities);

(vi) Customer's insolvency, filing of a voluntary petition for relief under any chapter of the United States Bankruptcy Code (11 U.S.C. § 101 et seq.) or analogous insolvency law of any jurisdiction, the filing of an involuntary petition against Customer that is not dismissed within sixty (60) days, Customer's making a general assignment for the benefit of creditors, the appointment of a receiver, conservator, or trustee for Customer or a substantial portion of Customer's assets, or Customer's written admission of its inability to pay its debts as they become due;

(vii) Customer's failure to maintain required insurance coverage after notice and cure under Section 23.3; and

(viii) The continuation of a suspension under Section 23 for ninety (90) consecutive days without satisfaction of reinstatement conditions.

(c) Customer may terminate these Terms immediately upon written notice if: (i) Company commits a material breach of its data security obligations under Section 15.8 that results in a confirmed Security Breach affecting Customer Content; or (ii) Company undergoes a change of control and the surviving entity is a direct competitor of Customer.

(d) Bankruptcy Code Acknowledgment. The Parties acknowledge that certain termination rights based on insolvency events (Section 24.3(b)(vi)) may be unenforceable under Section 365(e) of the United States Bankruptcy Code or analogous provisions of other insolvency laws (collectively, "ipso facto" restrictions). To the extent any termination right set forth herein is unenforceable under applicable insolvency law, Company reserves all other rights and remedies available under such law, including the right to seek adequate assurance of future performance.

22.4 Effect of Termination — Outstanding Orders

(a) Upon the effective date of termination (whether for convenience or for cause), Company shall have the right, in its sole discretion, to elect one of the following treatments for each Order that is pending, in production, or otherwise unfulfilled as of the termination effective date:

(i) Complete and Deliver. Company may elect to complete production and deliver the Products to Customer. Customer shall pay the full Purchase Price and applicable shipping charges for all such Orders upon delivery (or, if Payment Terms have been revoked, upon Company's demand prior to shipment). The applicable provisions of these Terms (including Sections 5, 6, 9, 10, 11, and 12) shall continue to apply to such Orders;

(ii) Cancel. Company may elect to cancel any unfulfilled Order, in whole or in part. Cancellation fees shall be assessed in accordance with Section 5.3 based on the production stage at the time of cancellation. Customer shall pay all cancellation fees within fifteen (15) days of invoice; or

(iii) Partial Fulfillment. Company may elect to deliver any Products that have been substantially completed as of the termination effective date and cancel the remainder. Customer shall pay the Purchase Price for delivered Products and applicable cancellation fees for the canceled portion.

(b) If Customer terminates for convenience, Customer shall remain responsible for all Orders placed prior to the delivery of the termination notice, regardless of whether such Orders have been shipped or delivered. The thirty (30) day notice period is intended to allow completion of Orders in production.

(c) If Company terminates for cause based on Customer's breach, Company may exercise any combination of the options in Section 24.4(a) across different Orders and may demand prepayment for any Orders it elects to complete.

22.5 Effect of Termination — General

Upon the effective date of termination (and subject to Section 22.4 regarding outstanding Orders), the following consequences shall apply:

(a) Payment Acceleration. All amounts owed by Customer to Company (including without limitation outstanding invoices, accrued fees, cancellation fees, storage fees, early termination fees, and any other charges) shall become immediately due and payable without further notice or demand. Payment Terms (Section 6.5) shall no longer apply, and Company may charge all outstanding amounts to Customer's payment method on file or pursue collection in accordance with Section 6.8.

(b) License Termination. All licenses granted by Company to Customer under these Terms (including the Platform License under Section 13.2 and any API access under Section 16.4) shall terminate immediately, and Customer shall cease all use of the Platform. The Manufacturing License (Section 7.3) granted by Customer to Company shall survive to the extent necessary to complete Orders under Section 24.4(a)(i) and for Company's use of Aggregated Data (Section 13.3).

(c) Confidential Information. Each Party shall return or destroy the other Party's Confidential Information in accordance with Section 14.6, subject to the exceptions for legal hold, regulatory retention, and electronic backup media set forth therein. The surviving confidentiality obligations of Section 14 shall continue to apply to any Confidential Information lawfully retained.

(d) Security Interests. Company's PMSI (Section 6.13) and Artwork Lien (Section 6.14) shall survive termination and remain in full force and effect until all secured obligations have been satisfied in full. Customer's obligation to maintain the priority and perfection of Company's security interests shall survive termination.

(e) Account Closure. Customer's Account shall be closed and all Authorized User access revoked as of the termination effective date (subject to limited read-only access during the Post-Termination Retention Period for content retrieval purposes). Account Administrator credentials shall be deactivated, and Customer's Platform URL (if any custom subdomain was provisioned) shall be released after expiration of the Post-Termination Retention Period.

22.6 Accrued Rights and Obligations

(a) Termination of these Terms shall not affect: (i) any rights, obligations, or liabilities that have accrued prior to the effective date of termination; (ii) any claim arising from events occurring prior to termination; or (iii) any provision of these Terms that expressly or by implication is intended to survive termination. Each Party's right to pursue remedies for breaches occurring prior to termination is preserved in full.

(b) Customer's exercise of its termination right shall not give rise to any claim for damages against Company (other than for Company's breach of these Terms occurring prior to termination). Company's exercise of its termination right (whether for convenience or for cause) shall not give rise to any claim for damages by Customer, and Customer expressly waives any claim that termination by Company constitutes a breach of contract, tortious interference, unfair dealing, or otherwise gives rise to liability, except to the extent Company's termination is itself a breach of these Terms.

22.7 Survival

(a) The following provisions of these Terms shall survive termination or expiration for any reason and shall remain in full force and effect thereafter:

(i) Section 1 (Definitions) — to the extent necessary to interpret surviving provisions;

(ii) Section 4 (Formation and UCC) — to the extent addressing applicable law and contractual hierarchy for post-termination disputes;

(iii) Section 6 (Pricing and Payment) — with respect to all accrued and unpaid payment obligations, security interests (Sections 6.13-6.14), and collection remedies (Section 6.8);

(iv) Section 7.2 (Intellectual Property Ownership) and Section 7.6 (Post-Termination Retention);

(v) Section 9 (Production Tolerances) — to the extent relevant to Claims regarding Products delivered prior to termination;

(vi) Section 11 (Returns, Claims, and Remedies) — for Orders delivered prior to termination within the Claim Period and Limitations Period;

(vii) Section 12.3 (Aggregated Data) and Section 13.4 (Residual Knowledge);

(viii) Section 13 (Confidentiality) — for the duration specified in Section 13.7;

(ix) Section 14 (Data Privacy) — with respect to data deletion obligations, Security Breach notification, and lawful retention;

(x) Sections 15.1-15.3 (Platform Technology ownership and use restrictions);

(xi) Section 17 (Regulatory Compliance) — with respect to Products distributed prior to termination;

(xii) Section 18 (Warranties) — including all warranty disclaimers;

(xiii) Section 19 (Limitation of Liability);

(xiv) Section 20 (Indemnification);

(xv) for the duration of any applicable statute of limitations for product liability claims;

(xvi) Section 22.4-22.7 (Termination effects and survival); and

(b) Any provision of these Terms that, by its nature, is intended to survive termination (including without limitation indemnification obligations, limitation of liability, confidentiality obligations, and intellectual property ownership provisions) shall survive regardless of whether it is specifically listed in Section 22.7(a).

(c) Survival of any provision shall not extend any limitation period or filing deadline beyond the periods expressly stated in these Terms.

SECTION 23: FORCE MAJEURE

23.1 Definition of Force Majeure Event

(a) "Force Majeure Event" means any event, condition, or circumstance beyond a Party's reasonable control that prevents, hinders, or delays such Party's performance of its obligations under these Terms, including without limitation:

(i) Acts of God, natural disasters, floods, earthquakes, hurricanes, tornadoes, volcanic eruptions, wildfires, or severe weather events;

(ii) Epidemics, pandemics, public health emergencies, quarantines, or government-imposed health restrictions;

(iii) War (whether declared or undeclared), armed conflict, terrorism, sabotage, insurrection, civil unrest, riots, or revolution;

(iv) Government actions, orders, restrictions, embargoes, sanctions, blockades, import or export prohibitions, or regulatory changes;

(v) Changes in tariffs, duties, customs requirements, or trade policy that materially increase the cost of production or shipment;

(vi) Shortages of raw materials, components, substrates, inks, or other manufacturing inputs not attributable to the affected Party's failure to maintain reasonable inventory or diversified sourcing;

(vii) Transportation disruptions, port closures, carrier failures, shipping delays, or logistics interruptions;

(viii) Labor disputes, strikes, lockouts, work stoppages, or slowdowns (whether involving the affected Party's workforce or a third party's workforce);

(ix) Utility failures, including interruptions to power supply, telecommunications, internet connectivity, or water service;

(x) Cyberattacks (including ransomware, distributed denial-of-service attacks, or zero-day exploits), IT infrastructure failures, or third-party cloud service outages not attributable to the affected Party's failure to implement commercially reasonable security measures; and

(xi) Any other event, condition, or circumstance of a similar nature that is beyond the reasonable control of the affected Party and could not have been prevented or avoided by the exercise of reasonable diligence.

(b) A Force Majeure Event does not include: (i) general economic downturns, market fluctuations, or changes in financial conditions; (ii) increases in costs or prices (except where caused by an enumerated Force Majeure Event); (iii) inability to meet financial obligations or payment defaults; (iv) loss of customers, markets, or revenue; (v) the affected Party's negligence, misconduct, or failure to prepare for reasonably foreseeable events; or (vi) labor disputes that the affected Party could have avoided through good-faith bargaining.

23.2 Effect of Force Majeure Event

(a) If a Force Majeure Event prevents, hinders, or delays a Party's performance of any obligation under these Terms (other than a payment obligation), such Party shall be excused from performance of the affected obligation for the duration of the Force Majeure Event and for a reasonable recovery period thereafter. Such non-performance shall not constitute a breach of these Terms, and the affected Party shall not be liable for any Losses resulting from such delay or failure to perform.

(b) Payment Obligations Not Excused. Notwithstanding Section 23.2(a), no Force Majeure Event shall excuse, suspend, or delay Customer's obligation to pay any amount that has become due and payable under these Terms. Customer's payment obligations shall remain in full force and effect during any Force Majeure Event, and late payment remedies under Section 6.8 shall continue to apply.

(c) A Force Majeure Event does not excuse performance of any obligation that arose or was due prior to the commencement of the Force Majeure Event. A Party may not invoke force majeure to excuse a pre-existing breach or default.

23.3 Notice and Mitigation

(a) The Party claiming force majeure relief shall provide the other Party with written notice of the Force Majeure Event as promptly as practicable (and in any event within five (5) business days of the onset of the event), including: (i) a description of the nature and expected duration of the event; (ii) identification of the specific obligations affected; and (iii) a description of the mitigation measures being undertaken.

(b) The affected Party shall use commercially reasonable efforts to mitigate the impact of the Force Majeure Event on its performance, to resume performance as soon as practicable, and to provide periodic updates (not less frequently than every fifteen (15) days during the event) regarding the status of the event and anticipated timeline for resumption.

(c) Failure to provide timely notice shall not forfeit the affected Party's right to invoke force majeure, but shall preclude such Party from claiming relief for the period between the onset of the event and the delivery of notice, to the extent the other Party is prejudiced by the delay in notification.

23.4 Price Adjustment

(a) If a Force Majeure Event causes a material increase in Company's costs of production, raw materials, transportation, or other inputs necessary to fulfill pending Orders (a "Force Majeure Cost Increase"), Company may, upon written notice to Customer, adjust the pricing for affected Orders that have not yet shipped. For purposes of this Section 23.4, a "material increase" means an increase of fifteen percent (15%) or more above the pricing quoted in the applicable Order Confirmation.

(b) Upon receipt of a price adjustment notice, Customer shall have ten (10) business days to either: (i) accept the adjusted pricing and proceed with the Order; or (ii) cancel the affected Order without cancellation fees (notwithstanding Section 5.3). Failure to respond within the ten (10) business day period shall be deemed acceptance of the adjusted pricing.

23.5 Prolonged Force Majeure and Termination

(a) If a Force Majeure Event continues for a period of ninety (90) consecutive days and materially prevents performance of a substantial portion of the affected Party's obligations, either Party may terminate these Terms upon fifteen (15) days' written notice to the other Party, without liability for such termination.

(b) Upon termination under this Section 23.5: (i) all effects of termination described in Section 24.5 shall apply; (ii) Customer shall pay for all Products completed and delivered (or available for delivery) prior to the termination effective date; (iii) cancellation fees under Section 5.3 shall not apply to Orders canceled solely due to the Force Majeure Event; and (iv) neither Party shall have any further liability to the other for non-performance attributable to the Force Majeure Event.

SECTION 24: GOVERNING LAW AND DISPUTE RESOLUTION

24.1 Governing Law

(a) These Terms, and all claims, disputes, or causes of action arising out of or relating to these Terms (including formation, performance, breach, and termination), shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without giving effect to any choice-of-law or conflict-of-law principles that would require the application of the laws of a different jurisdiction.

(b) The United Nations Convention on Contracts for the International Sale of Goods (CISG) is expressly excluded and shall not apply to these Terms or to any transaction contemplated hereby. The Uniform Computer Information Transactions Act (UCITA) is similarly excluded to the extent applicable.

24.2 Pre-Dispute Escalation

(a) Prior to initiating any formal dispute resolution proceeding (whether in court or arbitration), the Parties shall attempt in good faith to resolve the dispute through executive-level negotiation. The aggrieved Party shall deliver a written notice to the other Party describing the dispute in reasonable detail (a "Dispute Notice"). Within ten (10) business days of receipt of a Dispute Notice, each Party shall designate a senior executive with authority to settle the dispute, and such executives shall meet (in person or by videoconference) at least once within thirty (30) days of the Dispute Notice to attempt resolution.

(b) If the dispute is not resolved within thirty (30) days following delivery of the Dispute Notice (or such longer period as the Parties may agree in writing), either Party may proceed with formal dispute resolution in accordance with Section 24.3 or 24.4.

(c) The pre-dispute escalation requirement of this Section 24.2 shall not apply to: (i) claims for injunctive or other equitable relief under Section 24.6; (ii) claims that would be time-barred absent immediate filing; or (iii) collections actions for undisputed amounts owed under Section 6.

24.4 Arbitration

(a) Any dispute, claim, or cause of action arising out of or relating to these Terms that is not resolved through the executive negotiation process in Section 24.2 shall be finally and exclusively resolved by binding arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules then in effect, as modified by this Section 24.4.

(b) The arbitration shall be conducted by one (1) neutral arbitrator selected in accordance with the applicable rules. The seat (legal place) of arbitration shall be West Hollywood, CA. The language of the arbitration shall be English.

(c) The arbitrator(s) shall issue a reasoned written award setting forth the findings of fact and conclusions of law upon which the award is based. The award shall be final and binding on the Parties, and judgment upon the award may be entered in any court of competent jurisdiction.

(d) Discovery shall be limited to the exchange of relevant documents and, upon a showing of good cause, depositions of key witnesses (not to exceed three (3) per side). The arbitrator may order additional discovery upon a showing of compelling need.

(e) The arbitration proceedings and all information disclosed during the arbitration (including pleadings, evidence, testimony, and the arbitral award) shall be confidential and shall not be disclosed to any third party except: (i) as necessary to confirm, correct, or vacate the award; (ii) as required by Applicable Law or legal process; (iii) as necessary to enforce the award; or (iv) with the written consent of both Parties.

(f) The arbitrator shall have the authority to award any relief that would be available in a court of competent jurisdiction, including damages (subject to the limitations in Section 19), specific performance, and injunctive relief. The arbitrator shall not have the authority to award punitive, exemplary, or treble damages except to the extent such damages are expressly authorized by statute and cannot be waived.

(g) Small Claims Exception. Notwithstanding the foregoing, either Party may bring an individual action in small claims court for any dispute within such court's jurisdictional limits, provided the action remains in small claims court and is pursued on an individual (non-class) basis.

24.5 Jury Trial Waiver

EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THESE TERMS, THE PLATFORM, SERVICES, PRODUCTS, OR ANY TRANSACTION CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT, OR ANY OTHER THEORY). EACH PARTY CERTIFIES THAT NO REPRESENTATIVE OF THE OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER. EACH PARTY ACKNOWLEDGES THAT IT HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, THAT IT MAKES THIS WAIVER VOLUNTARILY, AND THAT IT HAS BEEN INDUCED TO ENTER INTO THESE TERMS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS SET FORTH IN THIS SECTION 24.5.

24.6 Equitable Relief

Notwithstanding the dispute resolution procedures set forth in Sections 24.2 through 24.4, either Party may seek temporary, preliminary, or permanent injunctive relief, specific performance, or other equitable remedies from any court of competent jurisdiction at any time, without first completing the executive negotiation process or arbitration, to prevent irreparable harm or to preserve the status quo pending resolution of the underlying dispute. The pursuit of equitable relief shall not constitute a waiver of the right to arbitrate or litigate the underlying dispute.

24.7 Class Action Waiver

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY AGREES THAT ANY DISPUTE RESOLUTION PROCEEDING (WHETHER IN ARBITRATION, COURT, OR OTHERWISE) SHALL BE CONDUCTED SOLELY ON AN INDIVIDUAL BASIS AND NOT AS A CLASS ACTION, COLLECTIVE ACTION, REPRESENTATIVE ACTION, OR PRIVATE ATTORNEY GENERAL ACTION. NEITHER PARTY MAY SERVE AS A CLASS REPRESENTATIVE, PRIVATE ATTORNEY GENERAL, OR MEMBER OF A CLASS OF CLAIMANTS WITH RESPECT TO ANY CLAIM ARISING UNDER OR RELATING TO THESE TERMS. THE ARBITRATOR OR COURT MAY NOT CONSOLIDATE MORE THAN ONE PARTY'S CLAIMS AND MAY NOT PRESIDE OVER ANY FORM OF CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING. IF THIS CLASS ACTION WAIVER IS FOUND TO BE UNENFORCEABLE IN ANY JURISDICTION, THEN THE ENTIRETY OF THE ARBITRATION AGREEMENT IN SECTION 24.4 (IF APPLICABLE) SHALL BE NULL AND VOID WITH RESPECT TO CLAIMS SUBJECT TO THAT JURISDICTION, AND SUCH CLAIMS SHALL PROCEED IN COURT SUBJECT TO THE JURY TRIAL WAIVER IN SECTION 24.5.

24.8 Prevailing Party

In any legal proceeding (including arbitration) arising out of or relating to these Terms, the prevailing Party shall be entitled to recover its reasonable attorneys' fees, expert witness fees, and costs of suit (including court costs, filing fees, and arbitration administration fees) from the non-prevailing Party. For purposes of this Section 24.8, the "prevailing Party" is the Party that achieves a substantially more favorable outcome than the other Party, as determined by the court or arbitrator(s).

SECTION 25: MODIFICATION OF TERMS

25.1 Company's Right to Modify

(a) Company reserves the right to modify, amend, supplement, or replace these Terms (in whole or in part) at any time, in its sole discretion, effective upon notice to Customer in accordance with this Section 25. Modifications may be necessitated by changes in Applicable Law, industry practices, Company's business model, Platform features, or other operational considerations.

(b) Modifications shall be classified as either "Material Modifications" or "Non-Material Modifications" as described in Section 25.2. The classification shall be determined by Company in good faith.

25.2 Classification of Modifications

(a) Material Modifications include, without limitation: (i) changes to pricing structure, fees, or payment terms; (ii) changes to the limitation of liability or indemnification obligations ; (iii) changes to warranty disclaimers; (iv) changes to dispute resolution or governing law ; (v) changes to intellectual property ownership or licensing; (vi) introduction of new mandatory arbitration, class action waiver, or jury trial waiver provisions; (vii) material changes to data privacy or security obligations; and (viii) any other change that materially and adversely affects Customer's rights or materially expands Customer's obligations.

(b) Non-Material Modifications include, without limitation: (i) corrections of typographical errors, grammatical errors, or broken cross-references; (ii) clarifications or restatements of existing provisions without substantive change; (iii) updates to URLs, email addresses, or other administrative information; (iv) addition of new optional features or Services (without mandatory adoption); (v) updates to the Acceptable Use Policy that add specific examples within existing prohibited categories; and (vi) changes required by Applicable Law that do not materially alter the Parties' rights or obligations.

25.3 Notice of Modifications

(a) Material Modifications: Company shall provide Customer with not less than thirty (30) days' advance written notice of any Material Modification. Notice shall be delivered by email to Customer's Account Administrator and shall include: (i) a summary of the material changes; (ii) the effective date of the modification; (iii) a link to the revised Terms (with changes highlighted or presented in redline format); and (iv) a statement of Customer's opt-out right under Section 25.4.

(b) Non-Material Modifications: Non-Material Modifications may become effective upon posting to the Platform, without separate email notice to Customer. Company shall update the "Last Modified" date on the Terms upon posting any modification.

25.4 Acceptance and Opt-Out

(a) Customer's continued use of the Platform or Services after the effective date of a Material Modification constitutes acceptance of such modification. If Customer does not agree to a Material Modification, Customer may terminate these Terms by providing written notice to Company within thirty (30) days of receiving notice of the Material Modification. Such termination shall be treated as a termination for convenience, and the effects of termination shall apply.

(b) If Customer terminates under Section 25.4(a), the Terms in effect immediately prior to the Material Modification shall continue to govern all Orders placed before the termination effective date and all obligations accrued prior to termination.

(c) Customer's placement of a new Order after the effective date of a Material Modification constitutes affirmative acceptance of the modified Terms with respect to such Order, regardless of whether Customer has used the Platform for other purposes during the notice period.

25.5 Enterprise Agreement Carve-Out

Notwithstanding the foregoing, the terms and conditions of any separately executed Enterprise Agreement may not be modified unilaterally by Company. Modifications to Enterprise Agreement terms require bilateral written amendment signed by authorized representatives of both Parties. If a Material Modification to these general Terms conflicts with the terms of a Customer's Enterprise Agreement, the Enterprise Agreement shall control to the extent of the conflict (in accordance with the order of precedence established in Section 4.2).

25.6 Orders Governed by Prior Terms

Orders placed before the effective date of a modification are governed by the Terms in effect at the time the Order was placed (i.e., the time of Order Confirmation). Modifications to the Terms do not apply retroactively to previously placed Orders, except where the modification is required by Applicable Law and expressly states that it applies retroactively.

25.7 Archived Versions

Company shall maintain an archive of prior versions of these Terms on the Platform, with effective dates clearly indicated, for a period of not less than three (3) years following supersession.

SECTION 26: ELECTRONIC CONTRACTING

26.1 Consent to Electronic Transactions

(a) By creating an Account, accepting these Terms, or using the Platform, Customer affirmatively consents to the use of electronic signatures, electronic records, and electronic communications in connection with these Terms and all transactions contemplated hereby, in accordance with the Electronic Signatures in Global and National Commerce Act (15 U.S.C. § 7001 et seq.) ("E-SIGN Act"), the Uniform Electronic Transactions Act ("UETA"), and any other applicable electronic commerce legislation.

(b) Customer agrees that: (i) these Terms constitute a valid and binding "electronic record" under the E-SIGN Act and UETA; (ii) Customer's click on an "I Accept," "I Agree," "Place Order," or similar acceptance mechanism on the Platform constitutes a valid and legally binding "electronic signature" equivalent to a handwritten signature; (iii) electronic records of Customer's acceptance, Orders, Proof Approvals, and other Platform interactions are admissible in legal proceedings to the same extent as paper records; and (iv) the electronic version of these Terms maintained on the Platform is the authoritative version.

26.2 Electronic Communications

(a) Customer consents to receive all communications from Company in electronic form, including without limitation: (i) legal notices (including notices of modification, termination notices, and Dispute Notices); (ii) billing statements, invoices, and payment receipts; (iii) Order Confirmations, shipping notifications, and delivery updates; (iv) Proof Approvals and production status communications; (v) Platform notifications, service alerts, and maintenance announcements; (vi) marketing communications (subject to applicable opt-out rights); and (vii) any other communications relating to Customer's Account or the Services.

(b) Electronic communications may be delivered via: (i) email to the address(es) associated with Customer's Account; (ii) Platform notifications (including in-app messages, dashboard alerts, and push notifications); (iii) posting to Customer's Account page; or (iv) such other electronic means as Company may reasonably adopt. An electronic communication is deemed received upon transmission (for email) or upon posting (for Platform notifications), whether or not Customer actually reads the communication.

(c) Customer is responsible for maintaining a current, valid email address in its Account settings and for regularly reviewing communications delivered through the Platform. Company shall not be liable for any consequence of Customer's failure to receive communications due to an invalid email address, spam filtering, or failure to check Platform notifications.

26.3 Clickwrap Acceptance

(a) Customer's creation of an Account and initial acceptance of these Terms is effectuated through a clickwrap mechanism (clicking "I Accept" or equivalent) that requires affirmative action by Customer. Customer acknowledges that this clickwrap mechanism creates a binding contract and that Customer has had a meaningful opportunity to review these Terms prior to acceptance.

(b) Certain Platform actions (including Proof Approval, Order submission, and payment authorization) may require additional clickwrap confirmations. Each such confirmation constitutes a binding acknowledgment or agreement with respect to the specific action confirmed.

26.4 Browsewrap for Modifications

Continued use of the Platform following posting of modified Terms constitutes acceptance of the modified Terms through continued performance (browsewrap acceptance). Customer acknowledges that Company provides conspicuous notice of modifications through the Platform interface (including a "Last Modified" date) and that continued use after such notice constitutes binding acceptance.

26.5 Withdrawal of Consent

Customer may withdraw its consent to receive electronic communications by closing its Account. Withdrawal of consent to electronic communications is effective only upon Account closure, as electronic communication is essential to the operation of the Platform and Services. Customer acknowledges that withdrawal of electronic communication consent makes continued use of the Platform impracticable and therefore constitutes a basis for termination.

SECTION 27: PUBLICITY AND MARKETING

27.1 Company's Publicity Rights

(a) Customer hereby grants Company a non-exclusive, royalty-free, worldwide license to use Customer's company name and general description of the business relationship (e.g., industry, product category, and nature of services provided) in the following contexts:

(i) Client lists, "trusted by" sections, and customer rosters on Company's website, marketing materials, and Platform;

(ii) Investor presentations, pitch decks, and business development materials;

(iii) Industry conference presentations and speaking engagements (in general terms, without disclosing Confidential Information); and

(iv) Responses to requests for proposals, requests for information, and similar procurement inquiries from prospective customers.

(b) The license granted in Section 27.1(a) is limited to identification of the relationship in general terms. It does not authorize: (i) use of Customer's Marks, logos, or trade dress (which requires separate consent under Section 31.3); (ii) disclosure of pricing, Order volumes, revenue, or other Confidential Information; (iii) attribution of specific testimonials or endorsements to Customer; or (iv) any representation that Customer endorses or recommends Company's services.

27.2 Customer Opt-Out

(a) Customer may opt out of Company's publicity rights under Section 27.1 by providing written notice to support@openwav.ai. Company shall remove Customer's name from its marketing materials and public-facing client lists within thirty (30) days of receiving opt-out notice.

(b) Opt-out applies prospectively only; it does not require Company to retrieve or recall previously distributed physical materials, remove Customer's name from archived versions of materials, or retract statements made prior to the opt-out effective date.

27.3 Use of Customer Marks

(a) Use of Customer's Marks (including logos, trade dress, and visual brand elements) in Company's marketing materials requires Customer's prior written consent, which may be granted or withheld in Customer's sole discretion. Requests for consent should be directed to Customer's Account Administrator and shall include a sample or mockup of the proposed usage.

(b) Detailed case studies, testimonials, customer spotlights, video interviews, or similar marketing content that identifies Customer by name and describes the engagement in detail require Customer's prior written approval of the specific content. Customer shall respond to approval requests within fifteen (15) business days; failure to respond shall be deemed denial.

27.4 Press Releases

Neither Party shall issue any press release, public announcement, or media statement regarding the existence or terms of the business relationship between the Parties without the other Party's prior written consent. Such consent may be granted, conditioned, or withheld in the consenting Party's sole discretion. This restriction does not apply to disclosures required by Applicable Law, stock exchange rules, or regulatory requirements, provided that the disclosing Party provides reasonable advance notice to the other Party (to the extent legally permitted) and limits the disclosure to the minimum required.

27.5 Product Photography

(a) Company may photograph, image, or scan finished Products for Company's internal portfolio, quality control records, and production archives. Company may use such photographs in Company's marketing materials, website, and Platform to showcase manufacturing capabilities, provided that Customer's Marks, proprietary designs, and brand-identifying elements are not prominently featured or are obscured.

(b) Customer may opt out of Company's product photography rights by providing written notice at the time of Order placement or at any subsequent time by notice to support@openwav.ai. If Customer opts out, Company shall not use photographs of Customer's Products in external marketing materials (but may retain images for internal quality records and dispute resolution purposes).

SECTION 28: GENERAL PROVISIONS

28.1 Assignment

(a) Customer may not assign, transfer, delegate, or sublicense any of its rights or obligations under these Terms, in whole or in part, without Company's prior written consent, which may be granted or withheld in Company's sole discretion. Any attempted assignment without such consent shall be void and of no effect. Notwithstanding the foregoing, Customer may assign these Terms without Company's consent to a successor entity in connection with a merger, consolidation, or sale of all or substantially all of Customer's assets, provided that: (i) the successor entity assumes all of Customer's obligations under these Terms in writing; (ii) the successor entity satisfies Company's Account eligibility criteria; (iii) Customer provides Company with written notice of the assignment within fifteen (15) days; and (iv) the assignment does not result in a Sanctioned Person holding an interest in the Account.

(b) Company may freely assign, transfer, or delegate its rights or obligations under these Terms, in whole or in part, without Customer's consent, including in connection with: (i) a merger, acquisition, reorganization, or consolidation; (ii) a sale of all or substantially all of Company's assets or the assets of a business unit; (iii) a change of control; (iv) the sale or spin-off of the Platform business; or (v) assignment to an affiliate. Company shall provide Customer with written notice of any assignment within a commercially reasonable time following closing.

(c) These Terms shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns.

28.2 Entire Agreement

(a) These Terms, together with the following documents (each of which is incorporated herein by reference to the extent referenced in these Terms), constitute the entire agreement between the Parties with respect to the subject matter hereof and supersede all prior and contemporaneous negotiations, representations, warranties, understandings, and agreements (whether oral or written) between the Parties:

(b) In the event of conflict among the foregoing documents, the order of precedence established in Section 4.2 shall control.

28.3 Amendments

Except as expressly provided in Section 25, no amendment, modification, or supplement to these Terms shall be effective unless set forth in a writing signed by authorized representatives of both Parties. No oral modification, course of dealing, or trade usage shall amend or modify these Terms.

28.4 Waiver

(a) No waiver of any provision of these Terms shall be effective unless made in writing and signed by the waiving Party. The failure of either Party to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. A waiver of any breach of these Terms shall not be construed as a waiver of any subsequent or different breach.

(b) Company's acceptance of payment, processing of an Order, or continuation of Services after a breach by Customer shall not constitute a waiver of Company's right to exercise any remedy (including suspension or termination) with respect to such breach or any future breach.

28.5 Severability

(a) If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction or arbitral tribunal, such invalidity, illegality, or unenforceability shall not affect the remaining provisions, which shall continue in full force and effect. The invalid or unenforceable provision shall be deemed modified to the minimum extent necessary to make it valid and enforceable while preserving the Parties' original intent; if such modification is not possible, the provision shall be severed and the remaining Terms shall be construed as if the invalid provision had never been included.

(b) Without limiting the generality of Section 28.5(a), if a court or arbitrator determines that the scope of any restrictive covenant, limitation, exclusion, or disclaimer in these Terms is overbroad or unenforceable, the court or arbitrator shall reform such provision to the maximum scope that is enforceable under Applicable Law, rather than striking the provision in its entirety.

28.6 Relationship of the Parties

(a) The relationship between Company and Customer is that of independent contractors. Nothing in these Terms shall be construed to create or imply a partnership, joint venture, agency, franchise, distributorship, fiduciary, or employment relationship between the Parties. Neither Party has the authority to bind, commit, or represent the other Party or to incur any obligation on the other Party's behalf.

(b) Customer is not a franchisee, distributor, dealer, agent, or reseller of Company. These Terms do not grant Customer any exclusive territory, protected market, minimum supply guarantee, or other rights associated with a franchise, distributorship, or dealership arrangement. Nothing herein shall be construed to subject this relationship to any franchise disclosure law, business opportunity statute, or dealer protection act.

28.7 No Third-Party Beneficiaries

Except as expressly provided with respect to Company Indemnitees (who are intended third-party beneficiaries of Customer's indemnification obligations under Section 20.1), these Terms do not confer any rights, remedies, or benefits upon any person or entity other than the Parties and their respective successors and permitted assigns. No third party may enforce any provision of these Terms.

28.8 Notices

(a) All notices, demands, requests, and other communications required or permitted under these Terms shall be in writing and shall be delivered:

(i) To Company: By email to support@openwav.ai or by certified mail, return receipt requested, or nationally recognized overnight courier to: OpenWav, Attn: Legal Department, 8445 Santa Monica Blvd., West Hollywood, CA 90069;

(ii) To Customer: By email to the Account Administrator's email address on file (for routine and Platform communications) or by certified mail, return receipt requested, or nationally recognized overnight courier to the business address provided in Customer's Account registration (for formal legal notices).

(b) Notices shall be deemed received: (i) upon transmission, if delivered by email (provided no bounce-back or delivery failure notification is received); (ii) upon delivery, if delivered by hand or overnight courier; or (iii) three (3) business days after mailing, if sent by certified mail. Each Party is responsible for maintaining current notice information in its Account.

28.9 Government Customers

If Customer is a governmental entity or if Customer's use of the Platform involves the expenditure of public funds, additional terms may apply. Customer shall notify Company in writing if it is a governmental entity or if its purchases are subject to government procurement regulations. The Platform and Services are provided as "commercial items" (as defined in FAR 2.101) and "commercial computer software" (as defined in FAR 12.212), and Customer's rights are limited to those granted herein.

28.10 Cumulative Remedies

Except as expressly stated otherwise in these Terms, all rights and remedies provided to a Party under these Terms are cumulative and in addition to (not in substitution for) any other rights and remedies available at law or in equity. The exercise of any remedy shall not preclude the exercise of any other remedy.