End-User License Agreement

1. About this agreement

This End-User License Agreement (the "Agreement") is a binding contract between Invatrak LLC ("Invatrak," "we," "us," or "our") and the business or organization that signs up for, accesses, or uses the Invatrak service ("Customer" or "you"). It also applies to every individual who uses the service on Customer's behalf.

You accept this Agreement when you create an account, click to accept it, or use the service. If you are accepting for a company or other organization, you confirm that you have authority to bind that organization, and "you" refers to it. If you do not agree, do not use the service.

If Customer and Invatrak have signed a separate written agreement or order form for the service, that document controls wherever it conflicts with this Agreement.

2. Definitions

• "Service" means the Invatrak hosted inventory, order management, purchasing, manufacturing and related software, including its web application, features, updates and documentation.
• "Authorized User" means an employee, contractor or agent of Customer whom Customer permits to use the Service under Customer's account.
• "Customer Data" means data and content that Customer or its Authorized Users submit to the Service or that the Service receives from a Third-Party Service at Customer's direction, such as item, customer, vendor, order, shipment, invoice and payment records.
• "Third-Party Service" means a product or service offered by someone other than Invatrak that Customer chooses to connect to the Service, such as QuickBooks Online, ShipStation or Avalara AvaTax.
• "Subscription Term" means the period during which Customer is permitted to use the Service, including any trial or early-access period and any renewals.

3. Your license

Subject to this Agreement and timely payment of any applicable fees, we grant Customer a limited, non-exclusive, non-transferable and non-sublicensable right, during the Subscription Term, to access and use the Service through its Authorized Users for Customer's internal business operations.

The Service is provided as software-as-a-service. No copy of the underlying software is sold or delivered to you, and all rights not expressly granted in this Agreement are reserved by Invatrak and its licensors.

4. Accounts and users

• You must give us accurate account information and keep it current.
• Each Authorized User needs their own login. Credentials may not be shared between people.
• You decide who has access and what they can do using the roles, permissions, sign-in methods and login-hour settings in the Service. Customer is responsible for the actions of its Authorized Users and for keeping passwords, passkeys and two-factor devices secure.
• Tell us promptly at [email protected] if you believe an account has been accessed without permission.

5. Acceptable use

You agree that you and your Authorized Users will not:

• copy, modify, translate or create derivative works of the Service, except as the Service's normal features allow;
• decompile, disassemble or otherwise try to derive the source code or underlying structure of the Service, except to the extent applicable law forbids this restriction;
• sell, resell, rent, lease, sublicense or otherwise make the Service available to anyone other than your Authorized Users;
• use the Service to build a similar or competing product;
• probe, scan or test the Service for vulnerabilities, or bypass any security or access control, without our prior written permission;
• upload malicious code, or interfere with or place an unreasonable load on the Service or its infrastructure;
• use automated tools to access the Service other than through interfaces we make available for that purpose;
• use the Service to store or send content that is unlawful, infringing or harmful, or in violation of any law, including export control and sanctions laws.

We may suspend access if we reasonably believe the Service is being used in breach of this section or in a way that threatens its security or availability. Where practical, we will tell you first and restore access once the issue is resolved.

6. Customer Data

You own your data. As between the parties, Customer keeps all rights in Customer Data. You give us a limited right to host, copy, process, transmit and display Customer Data only as needed to provide, secure, support and improve the Service, to carry out your instructions (including syncing with the Third-Party Services you connect), and to comply with law.

Your responsibilities. You are responsible for the accuracy and legality of Customer Data and for having the rights and permissions needed to put it into the Service and to share it with any Third-Party Service you connect.

Usage information. We may collect information about how the Service is used and how it performs. We may use that information, in aggregated or de-identified form that does not identify you or any individual, to operate, maintain and improve our products.

Export. During the Subscription Term, you may export Customer Data using the features the Service provides.

7. Integrations and Third-Party Services

The Service can connect to Third-Party Services such as QuickBooks Online (for accounting sync), ShipStation (for shipping rates and labels) and Avalara AvaTax (for sales tax calculation). These connections are optional and are turned on only by you.

• Authorization. When you connect a Third-Party Service, you authorize us to access and exchange data with your account on that service, within the permissions you approve, for the purpose of providing the Service. Connections typically use secure authorization methods such as OAuth, and we store the resulting access tokens or keys in protected form. We do not ask for or store your password for those services.
• Third-party terms. Your use of a Third-Party Service is governed by your agreement with its provider, not by this Agreement. Those providers are not our subcontractors, and we are not responsible for their products, availability, data handling or changes to their interfaces.
• Sync results. Data passed between the Service and a Third-Party Service depends on the settings you choose and on the third party's systems. You should review synced records, such as invoices and payments in your accounting system, for accuracy.
• Tax and shipping. Tax amounts and shipping rates shown in the Service are provided by you or by the relevant Third-Party Service. You remain responsible for your tax filings and compliance and for your shipping choices.
• Disconnecting. You may disconnect an integration at any time in the Service or from the third party's own app-management settings. When you do, we stop accessing that account and delete or revoke the related tokens.

8. Early access and pre-release features

We may offer early access, beta or preview features before general availability. These are provided for evaluation, may be incomplete, may change or be removed, and may not be supported to the same level as generally available features. To the fullest extent the law allows, pre-release features are provided "as is" without any warranty or service commitment.

Any promotional offer made to early-access members, including a founding member discount, is subject to the terms we publish when the offer is redeemed.

9. Fees and payment

Fees for the Service, the billing period and the payment method will be shown on your plan, order form or in-app checkout. Unless stated otherwise, fees are payable in advance, are non-refundable except as required by law or expressly stated, and do not include taxes, which you are responsible for. If an undisputed amount goes unpaid, we may suspend the Service after giving you notice and a reasonable opportunity to pay. We may change fees for a future renewal term by giving notice before that term begins.

10. Ownership and feedback

Invatrak and its licensors own the Service and all related intellectual property, including improvements. Our names, logos and product names may not be used without our permission. If you send us ideas, suggestions or other feedback, we may use them without restriction or obligation to you.

11. Confidentiality

Each party may receive non-public information from the other that is marked confidential or that a reasonable person would understand to be confidential. The receiving party will use it only for purposes of this Agreement, protect it with at least reasonable care, and share it only with people who need to know it and are bound by similar duties. These obligations do not apply to information that is or becomes public through no fault of the receiving party, was already known to it, is independently developed, or is lawfully received from someone else without restriction. A party may disclose confidential information when legally required, after giving notice where allowed.

12. Privacy and security

Our Privacy Policy explains how we handle personal information. We maintain administrative, technical and organizational safeguards designed to protect Customer Data against unauthorized access, loss or alteration. We use service providers to host and operate the Service, and we require them to protect data in a manner consistent with our obligations. If we become aware of a security incident that affects Customer Data, we will notify you without undue delay and as required by law.

13. Term and termination

• This Agreement lasts for as long as you have access to the Service.
• You may stop using the Service and cancel your subscription at any time, effective at the end of the current billing period unless your plan says otherwise.
• Either party may terminate this Agreement if the other materially breaches it and does not cure the breach within 30 days after written notice.
• When the Agreement ends, your right to use the Service ends. For 30 days afterward, you may request an export of Customer Data. After that window, we will delete Customer Data from our active systems within a reasonable time, and from backups as they expire on their normal schedule, unless the law requires us to keep it.
• Sections that by their nature should survive termination, including ownership, confidentiality, disclaimers, limitation of liability, indemnification and governing law, will survive.

14. Disclaimers

We work hard to keep the Service reliable, but to the fullest extent permitted by law, the Service is provided "as is" and "as available." We disclaim all implied warranties, including warranties of merchantability, fitness for a particular purpose, title and non-infringement, and we do not promise that the Service will be uninterrupted or error-free. The Service is a business tool and does not provide accounting, tax or legal advice.

15. Limitation of liability

To the fullest extent permitted by law, neither party will be liable for any indirect, incidental, special, consequential or punitive damages, or for lost profits, revenue, goodwill or data, even if it was advised that such damages were possible. Each party's total liability arising out of or relating to this Agreement will not exceed the amounts Customer paid to Invatrak for the Service in the 12 months before the event giving rise to the claim. These limits do not apply to a party's indemnification obligations, to Customer's payment obligations, or to liability that cannot be limited by law.

16. Indemnification

Customer will defend and indemnify Invatrak against third-party claims arising from Customer Data, from Customer's use of a Third-Party Service, or from Customer's breach of Section 5. Invatrak will defend and indemnify Customer against third-party claims alleging that the Service, as provided by us, infringes that party's intellectual property rights. The party seeking protection must give prompt notice of the claim, reasonable cooperation, and control of the defense to the other party.

17. Changes to the Service or this Agreement

We continually improve the Service and may add, change or retire features. We will not materially reduce the core functionality of a paid subscription during its current term. We may update this Agreement from time to time. If a change is material, we will notify you by email or in the Service before it takes effect. Continuing to use the Service after the effective date means you accept the updated Agreement.

18. Governing law and disputes

This Agreement is governed by the laws of the State of Florida, without regard to its conflict-of-law rules. The parties agree to the exclusive jurisdiction of the state and federal courts located in Broward County, Florida for any dispute arising out of this Agreement, except that either party may seek injunctive relief in any court with jurisdiction to protect its intellectual property or confidential information. Before starting a lawsuit, each party agrees to try in good faith to resolve the dispute informally for at least 30 days.

19. General terms

• Assignment. Neither party may assign this Agreement without the other's consent, except to a successor in a merger, acquisition or sale of substantially all of its relevant business or assets.
• Force majeure. Neither party is responsible for delays or failures caused by events beyond its reasonable control, other than payment obligations.
• Notices. We may send notices to the email address on your account. You may send notices to [email protected] or to the mailing address below.
• Independent parties. The parties are independent contractors. Nothing in this Agreement creates a partnership, agency or employment relationship.
• Entire agreement. This Agreement, together with any order form and the policies it references, is the complete agreement between the parties on its subject and replaces prior discussions about it.
• Severability and waiver. If any part of this Agreement is found unenforceable, the rest remains in effect. Failing to enforce a provision is not a waiver of it.

20. Contact

Questions about this Agreement can be sent to: