Terms of Service

Preamble

Succinctive LLC ("Succinctive," "we," "us," or "our") provides third-party logistics, fulfillment, warehousing, print services, promotional product distribution, and related technology services. These Terms of Service (the "Terms of Service") govern your access to and use of those services. Together with the policies referenced below, these Terms of Service form a binding contract between Succinctive and you ("Merchant," "you," or "your").

To reach us for support, claims, notices, or any other purpose, please contact us by email at support@succinctive.com.

1. Definitions

Defined terms used in this Terms of Service are listed and explained in Appendix A at the end of this document. Unless a defined term is specifically defined elsewhere in this Terms of Service, it carries the meaning given in Appendix A. When the words "include," "including," or similar phrases appear in this Terms of Service, they are not intended to limit whatever follows.

2. Applicable Terms and Acceptance; Registration; Description of Services

2.1 Incorporated Documents

Succinctive delivers the Services through its Site(s), Platform(s), and third-party applications. In addition to this Terms of Service, your use of the Services is governed by the Policies, including the Pricing and Billing Policies (together, the "Policies"), each of which is incorporated by reference (collectively with this Terms of Service, the "Agreement"). If any provision of a Policy conflicts with this Terms of Service, the Terms of Service governs.

2.2 ACCEPTANCE

BY REGISTERING FOR AN ACCOUNT, BY CLICKING A BUTTON TO ACCEPT THIS AGREEMENT, OR BY ACCESSING OR USING THE SERVICES, YOU AFFIRM THAT YOU HAVE READ AND UNDERSTOOD THIS AGREEMENT, AGREE TO BE BOUND BY IT, AND HAVE THE LEGAL CAPACITY AND AUTHORITY TO DO SO ON YOUR OWN BEHALF AND ON BEHALF OF ANY ENTITY YOU REPRESENT. IF YOU DO NOT AGREE, YOU MAY NOT USE THE SERVICES OR THE SUCCINCTIVE PLATFORM. TERMS OR CONDITIONS PRINTED OR REFERENCED ON ANY PURCHASE ORDER OR OTHER DOCUMENT ISSUED BY YOU DO NOT MODIFY THIS AGREEMENT.

2.3 Updates to This Terms of Service and the Policies

Succinctive may update this Agreement from time to time. When it does, Succinctive may send notice of the change, but you remain responsible for checking the Agreement on a regular basis. Any Order submitted after a change takes effect will be governed by the updated Agreement. If a change is unacceptable to you, your remedy is to terminate the Agreement in accordance with Section 13.

2.4 Acceptance by Engagement

No formal registration or account creation is required to use the Services. You accept and become bound by these Terms and they become a binding agreement between you and Succinctive upon the earliest occurrence of any of the following acts (each, an "Engagement Event"):

1. Submitting, transmitting, or otherwise communicating a purchase order, work order, quote request, or service request to Succinctive, whether orally, in writing, or electronically;
2. Delivering, shipping, or tendering goods, inventory, raw materials, or blank merchandise to Succinctive or to any facility designated by Succinctive;
3. Approving or authorizing artwork, proofs, production specifications, or project scopes provided by Succinctive;
4. Remitting payment of any kind to Succinctive, including but not limited to deposits, invoiced amounts, or pre-payments;
5. Accepting delivery of finished goods, printed or decorated merchandise, or any other output of the Services; or
6. Engaging in any other course of dealing, course of performance, or commercial conduct with Succinctive that a reasonable person would understand to constitute use of the Services.

An Engagement Event need not be the first interaction between you and Succinctive; each subsequent Engagement Event reaffirms your acceptance of the then current version of these Terms as posted or provided by Succinctive.

2.4.1 Obligation to Provide Business Information

Upon Succinctive's request and as a condition of Succinctive's continued performance of the Services you agree to furnish the following information promptly and accurately:

1. Your full legal name and title or role;
2. The legal name of the entity on whose behalf you are acting;
3. Any trade name or "doing business as" name under which the entity operates;
4. The entity's tax identification number or equivalent, where applicable;
5. The physical address of the entity's headquarters, principal office, or principal place of business;
6. A working telephone number;
7. A working business email address;
8. The jurisdictions in which the entity is incorporated, organized, or registered to do business;
9. Identifying information for any parent entity or any ultimate beneficial owner holding more than ten percent (10%) of the entity; and
10. Any additional information Succinctive reasonably indicates is required to verify your identity, authority, or creditworthiness.

You represent and warrant that all information you provide under this Section is true, accurate, and complete, and you agree to update such information promptly if it changes.

2.4.2 Consequences of Non-Compliance

If you fail to provide information requested under Section 2.4.1 within fifteen (15) Business Days of the request, or if any information you provide is materially inaccurate or incomplete, Succinctive may, in its sole discretion and without liability:

(a) Decline to commence or continue any pending order or project; (b) Suspend the Services and withhold delivery of finished goods or inventory; (c) Exercise any lien or security interest granted under these Terms; or (d) Terminate this Agreement in accordance with Section 13.

Such suspension or termination shall not relieve you of any payment obligation already accrued, nor shall it affect Succinctive's rights under Section 5 (Fees and Payment), Section 6.8 (Warehouseman's Lien), or any other provision of these Terms that by its nature survives termination.

2.4.3 Authority to Bind

By engaging in any Engagement Event, you represent and warrant that you have the legal authority to bind the entity on whose behalf you are acting and that such entity has authorized the transactions contemplated by these Terms. If you are acting on behalf of an entity that has not authorized your actions, you agree to be personally liable for all obligations arising under these Terms.

2.5 Description of Services

Succinctive's "Services" consist of the activities required for and connected with receiving, counting, storing, picking, packing (together, "fulfillment"), and arranging carriage of Goods by Carriers at the request of the Merchant. The Services also include print services (including screen printing, digital printing, pad printing, heat transfer, sublimation, engraving, etching, and related decoration methods), embroidery and decoration services, promotional product sourcing and distribution, custom product decoration and finishing, and related design and artwork preparation services. The Services may include, among other things, the following technology-enabled offerings: (a) fulfillment of Goods per your Orders by Succinctive or by third-party fulfillment or warehouse operators ("SFN Providers") using Succinctive's WMS at Succinctive or SFN-Provider facilities (together, "Succinctive Facilities"); (b) arrangement of shipment of Goods by Carriers; (c) access to the Succinctive Platform; and (d) any data, reports, text, images, sound, video, or other content delivered to you through any of the foregoing (including offline reports, pricing matrices, and similar content), in each case including any modifications or updates. Any other action Succinctive takes at your request or under your direction will also be part of the "Services" for purposes of this Agreement.

2.6 Controlling Language

This Terms of Service was originally drafted in English. If any translation is produced, the English-language version controls in the event of any conflict or inconsistency. Translations are provided solely for convenience and have no legal effect. By accepting this Terms of Service, you confirm that you have read and understood the English version and agree to be bound by it.

3. Access to the Services; Your Content; Account Security

3.1 Access to the Services and Software License

The Software Succinctive makes available to you in connection with the Services, including the Succinctive Platform, is Succinctive Intellectual Property and contains Succinctive confidential information protected by intellectual property laws and this Agreement. Succinctive grants you a limited, non-transferable, non-sublicensable, non-exclusive right and license (the "License") to use the Software during the term of this Agreement solely to receive the Services, and only subject to the following restrictions: you may not (and you may not permit any third party to) copy, modify, publish, distribute, create derivative works from, reverse engineer, decompile, disassemble, or otherwise try to derive source code from the Software, or sell, assign, license, sublicense, or transfer any right in the Software. You agree to access the Services only through the interfaces Succinctive provides. All rights not expressly granted are reserved. Nothing in this Agreement grants you any right to use Succinctive's trademarks or any third-party trademarks. Succinctive may terminate the License immediately if you fail to comply with this Section 3.1 or any other provision of this Agreement, or if Succinctive reasonably believes there is a risk that you have not complied. In any event, the License terminates when this Agreement terminates or expires.

3.2 Your Content

You are solely responsible for all data, information, feedback, suggestions, text, content, and other materials, including Personal Information, that you upload, submit, post, deliver, transmit, or otherwise make available to Succinctive in connection with your use of the Services, including the weight, dimensions, origin, destination, hazardous-materials status, and any special handling requirements of your Goods, artwork files, design specifications, decoration instructions, and production requirements, and including materials uploaded to the Succinctive Platform ("Your Content"). Succinctive is not liable for any delay, loss, damage, or cost caused by inaccuracy in Your Content, including Personal Information. You retain ownership of Your Content, subject only to the limited rights Succinctive needs to deliver the Services and those expressly granted below. Succinctive may, but is not required to, monitor Your Content, and may remove or disable Your Content at any time if it is not compliant with this Agreement (including the Policies). You confirm, warrant, and represent that you own Your Content or have obtained all rights, licenses, consents, releases, and permissions necessary for you to post it and to engage in all related activities with the Services, for Succinctive to Process it, and for Succinctive to perform its obligations and exercise its rights under this Agreement. You further confirm, warrant, and represent that Your Content does not and will not violate, infringe, or misappropriate any third-party Intellectual Property or privacy right, and does not contain any material that is defamatory, obscene, violent, threatening, abusive, tortious, offensive, harassing, or otherwise unlawful.

3.3 Use and Modification of Your Content

You grant Succinctive a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, fully paid, sublicensable, and transferable right and license to access, collect, copy, use, store, host, transmit, modify, distribute, display, disclose, and otherwise process ("Process") Your Content: (a) to the extent needed to provide the Services under this Agreement; (b) for internal operations and functions, including operational analytics and reporting, financial reporting and analysis, product and Service improvement and development, audit, and archival purposes; (c) to communicate with you about the Services and Succinctive's other products and services; and (d) on an aggregated and anonymized basis for marketing and any other lawful purpose.

3.4 Personal Information

To the extent Your Content contains Personal Information that Succinctive Processes in providing the Services, Succinctive and you will each comply with the Succinctive Data Processing Agreement ("DPA"), which is incorporated by reference and available on the Site. Succinctive will Process such Personal Information in accordance with the DPA.

3.5 Account Confidentiality

You are solely responsible for keeping your login credentials, password, Your Content, and your Account confidential, and for every activity conducted through your login or Account, except to the extent a failure or activity is caused by Succinctive or its personnel. For support purposes, designated Succinctive personnel may access your Account, including production data (which may include Personal Information) inside the dashboard and associated storage systems. This access is subject to regular internal audit.

3.6 Security Acknowledgment

You acknowledge that operation of the Services, including Your Content, may be unencrypted in transit, may be modified to adapt to the technical requirements of connecting networks or devices, and may be routed through Succinctive's third-party vendors and hosting partners providing the hardware, software, networking, storage, and related infrastructure needed to operate and maintain the Services. You therefore bear sole responsibility for appropriate security, protection, and backup of Your Content. Except to the extent directly caused by Succinctive's negligence, Succinctive is not liable for unauthorized access to or use of Your Content, or for any corruption, deletion, destruction, or loss of any of Your Content.

3.7 Merchant Equipment and Security

You are responsible for procuring and maintaining any equipment and ancillary services needed to connect to, access, or otherwise use the Services, including hardware, software, networking, and telephony. You are also responsible for the security of that equipment and those services, your Account, your passwords (both administrative and standard user), your files, and every use of your Account or your equipment and ancillary services.

4. Merchant Obligations and Warranties

4.1 Use of the Services

Subject to this Agreement, you may access and use the Services only for lawful purposes. All right, title, and interest in and to the Services, including all Intellectual Property in the Services and in the Succinctive Platform, belong exclusively to Succinctive. You shall not: (a) sublicense, resell, rent, lease, transfer, assign, timeshare, or otherwise commercially exploit the Services or make them available to any third party; (b) use the Services in any unlawful manner (including in violation of any data, privacy, or export-control law) or in any way that interferes with or disrupts the integrity, security, or performance of the Services; (c) allow any unauthorized person to access your Succinctive Account; or (d) modify, adapt, or hack the Succinctive Platform or otherwise attempt to gain unauthorized access to the Succinctive Platform or to the systems or networks supporting it. You shall comply with any codes of conduct, policies, or other reasonable notices Succinctive provides to you or publishes with the Services, and shall promptly notify us if you become aware of a potential security or privacy incident involving the Services. For purposes of FAR Section 2.101, any Software installed by Succinctive on your equipment (if any) is a "commercial item," and per DFAR Section 252.227-7014(a)(1) and (5) it is "commercial computer software" and "commercial computer software documentation." Consistent with DFAR Section 227.7202 and FAR Section 11.212, any use, modification, reproduction, release, performance, display, or disclosure of such software or documentation by the U.S. Government is governed solely by this Agreement and is prohibited except as this Agreement expressly permits.

4.2 Trade and Sanctions Compliance

You represent and warrant that neither you nor any of your agents or customers is (a) located, organized, or resident in any country or territory subject to comprehensive U.S. trade sanctions (including, as of the date of the last update to this Terms of Service, Belarus, Cuba, Iran, North Korea, Russia, Syria, and the Crimea, Donetsk, and Luhansk regions of Ukraine); (b) a person or entity named on the U.S. Treasury Office of Foreign Assets Control ("OFAC") Specially Designated Nationals and Blocked Persons List (the "SDN List") or any equivalent list maintained by the United States, the United Kingdom, or the European Union; (c) otherwise subject to or in violation of any OFAC sanctions program listed at https://ofac.treasury.gov/sanctions-programs-and-country-information; (d) acting on behalf of any sanctioned person or entity; or (e) owned or controlled by any sanctioned person or entity. You further represent that you have no direct or indirect business or financial dealings in any sanctioned country or territory or with any sanctioned person or entity. You agree to comply with all applicable international trade laws and regulations, including the U.S. Export Administration Regulations, the UK Export Control Order (2008), EU Regulation (EC) No. 428/2009 (the EU Dual Use Regulation), and the trade and economic sanctions programs administered by the United Kingdom, the European Union, and the United States (collectively, "Trade Laws"). You understand that you are solely responsible for your compliance with all applicable Trade Laws. You will not use the Services, directly or indirectly, to export any item to any destination, entity, or person absent authorization under applicable Trade Laws, and you will not cause Succinctive, directly or indirectly, to violate any Trade Law. You will notify Succinctive promptly if you become aware that you are in breach of the representations in this Section 4.2. If Succinctive becomes aware of actual or suspected non-compliance, it may suspend any or all Services to you immediately, and Succinctive has no liability for shipments cancelled or suspended because of such actual or suspected non-compliance.

4.3 Shipping and Legal Requirements

You assume the obligation of ensuring that your documentation and the instructions you give (or that you are required by this Agreement or by law to give) separately, specifically, and accurately address any Legal Requirements relating to your Goods and to the handling and shipment of those Goods. "Legal Requirements" means all present and future laws, statutes, ordinances, requirements, orders, directives, rules, and regulations of any kind or nature, whether statutory or common-law, including environmental and safety laws, customs, GST, and VAT laws and regulations, issued or enforced by any federal, state, provincial, or local authority or agency, that govern or apply in any way to your Goods or to the handling or shipment of your Goods under this Agreement. Where Legal Requirements, or storage or handling requirements, apply to Goods that are the subject of an Order and where Succinctive must know about them in order to perform the Services properly or meet its obligations, you will inform Succinctive of those Legal Requirements in writing before requiring the corresponding Services. For Legal Requirements enacted after you register, you will give Succinctive at least sixty (60) days' advance written notice prior to their effective date, particularly for Legal Requirements relating to the safeguarding, receiving, storing, or handling of Goods. If compliance with a Legal Requirement prevents Succinctive from performing the Services, or materially increases the cost of doing so, Succinctive may (at its option) suspend performance without liability to you or require reimbursement for any additional cost of compliance or arising from non-compliance. Succinctive may also charge a reasonable administrative fee for responding to any regulatory or governmental request for information or action regarding your Goods. If Succinctive becomes aware at any time during its performance that you are not in compliance with any Legal Requirement, Succinctive may suspend Services until the non-compliance is corrected or terminate this Agreement on written notice with immediate effect.

4.4 Your Goods

You represent, warrant, and covenant that: (a) you have full legal power to enter into and perform this Agreement, and the individual accepting this Agreement on your behalf is duly authorized; (b) you are the legal owner of the Goods, including any underlying Intellectual Property rights, or otherwise have lawful possession of the Goods and the sole legal right to store and direct the release or delivery of the Goods; (c) there are no potential health, safety, or environmental hazards associated with the Goods or with providing the Services in relation to the Goods; (d) the Goods are not mislabeled, misbranded, or adulterated (including by insect or other hazardous infestation); (e) the information provided on any shipping or delivery document, including count, weight, description, and condition, is accurate and complete and may be relied on by Succinctive; (f) the Goods do not include any items prohibited by the Prohibited and Restricted Items Policy applicable in the region where the Goods will be received, stored, or shipped; (g) the Goods comply with the Succinctive Dangerous Goods / HAZMAT Policy; (h) your promotion, sale, and distribution activities for the Goods comply with all applicable laws; (i) the Goods comply with all applicable laws, including blank goods submitted for decoration, and finished decorated goods will not infringe any third-party intellectual property rights; and (j) the Goods do not violate any Policy or any applicable law (including the 1938 Food, Drug and Cosmetic Act, as amended, enforced by the U.S. Food and Drug Administration, or any equivalent law in any other jurisdiction where the Goods are shipped or stored), and do not include any of the following: (i) products that exploit, abuse, or sexualize children, or that contain images or depictions of child abuse or sexual abuse; (ii) products that promote hate, violence, or discrimination on the basis of race, ethnicity, color, national origin, religion, age, gender, sexual orientation, disability, medical condition, or veteran status; (iii) products that violate, facilitate, or promote violations of the laws or regulations of any jurisdiction in which you operate or do business, or to which your products are shipped or stored, including the jurisdictions where our warehouses hold your inventory; (iv) products that infringe or may infringe any third party's patent, copyright, trademark, or other Intellectual Property right or privacy right; (v) products designed to deliver viruses or other malware, or intended to enable unauthorized entry into, or interference with, the data or operation of our or any third party's devices, networks, systems, or infrastructure; (vi) products containing personal or confidential information, such as credit card numbers, national identification numbers, account passwords, medical records, or employment records, unless you have complied with the DPA and have obtained prior written consent from the person to whom the information pertains (or from a person authorized to provide that consent); (vii) products that promote self-harm; or (viii) products that imply or promote support for, funding of, or membership in a terrorist organization.

4.5 Rejected Goods

If you fail to strictly satisfy the obligations of Section 4.4, Succinctive may, in its sole discretion, reject your Goods, suspend Services for the affected Goods immediately, quarantine your Goods, or terminate this Agreement on written notice with immediate effect. Any Goods that are rejected, quarantined, or whose related Services are suspended are "Rejected Goods." You may be required to reimburse Succinctive for the labor cost of processing, relocating, or packaging Rejected Goods. If Rejected Goods cause damage to any Succinctive Facility, to the Goods of another Succinctive merchant, or to any third party's property, you will be liable for all direct and indirect costs and expenses Succinctive or any third party incurs as a result. Those costs may include: storage and transportation for the Rejected Goods; storage and transportation for other affected Goods or property; return or destruction of the Rejected Goods; delays or non-delivery of affected Goods; replacement of affected Goods or property; pest control, hazard remediation, and cleaning of Succinctive Facilities; legal costs arising from any investigation or litigation relating to damage caused by Rejected Goods; and any other reasonable expense arising from your non-compliance. IF YOU DO NOT REMOVE REJECTED GOODS WITHIN THIRTY (30) DAYS OF RECEIVING A REMOVAL NOTICE, SUCCINCTIVE MAY DISPOSE OF THE INVENTORY LISTED IN THAT NOTICE AND MAY CHARGE YOU A REASONABLE DISPOSAL FEE. YOU WILL HAVE NO RIGHT TO DAMAGES OR REIMBURSEMENT FOR THE VALUE OF GOODS DISPOSED OF BY SUCCINCTIVE IF YOU DO NOT PROMPTLY REMOVE REJECTED GOODS AFTER RECEIVING SUCH A WRITTEN REQUEST.

4.6 Import Compliance

You shall comply with all laws and regulations applicable to, and bear all costs and responsibilities for, importing your Goods into any country or territory, including all customs, duty, VAT, and GST requirements, as well as determining correct tariff classification and country of origin, and whether any Goods qualify for administrative exemptions such as those under 19 U.S.C. 1321. You shall deliver Goods Delivered Duty Paid (DDP) to Succinctive Facilities, with all duties and taxes paid, released for free circulation, and free of any encumbrance. You shall not list Succinctive as the importer of record or the merchant of record. Beneficial title and interest in all Goods remain with you at all times, even while Goods are stored at a Succinctive Facility. You are solely responsible for ensuring: (a) that transportation and delivery of your Goods by Succinctive or any Carrier under any Order does not breach any applicable import or export control law or sanction; (b) that all import and export licenses needed for any Order are in place; (c) that all customs duties needed for any Order are paid by their deadlines; and (d) that Succinctive is provided in good time with any documentation needed or useful to evidence import, export, and customs compliance and to enable efficient Service delivery. Despite anything else in this Agreement, Succinctive has no obligation to transport or deliver any Goods if it reasonably believes or suspects doing so would violate any applicable import, export, or sanctions law.

4.7 Fraudulent Orders

You alone are responsible for protecting yourself against fraud and for paying all Fees associated with fraudulent Orders, whether or not the corresponding Goods are delivered.

4.8 Tracking Data, Recalls, and Regulated Goods

4.8.1 Tracking Data

If your Goods carry lot numbers or expiration dates ("Tracking Data"), you are responsible for providing that Tracking Data to Succinctive in the format Succinctive specifies. Succinctive has no obligation to inspect your Goods to collect Tracking Data unless it agrees to do so in a separate signed writing. If you provide Tracking Data as specified, Succinctive will, at your written direction and for an additional fee, manage your Goods on a first-expired, first-out ("FEFO") basis, and Succinctive will also be able, at your direction or following a notice from a regulatory agency, to quarantine or dispose of some but not all of your Goods in its possession. You are solely responsible for managing your inventory so that Goods are delivered with adequate shelf life for your regulatory and commercial needs. If you do not provide Tracking Data, Succinctive will not manage your Goods on a FEFO basis.

4.8.2 Recalls and Regulatory Holds

In the event of a recall, a regulatory notice, or any other circumstance that in Succinctive's reasonable opinion requires it to stop shipping your Goods, Succinctive may be unable to determine which specific Goods are affected, in which case all of your Goods will be treated as subject to the recall, notice, or circumstance. Succinctive will then quarantine all of your Goods at your sole cost and risk, and Succinctive has no liability for any loss, damage, cost, expense, fine, or penalty you incur in connection with that quarantine. All costs of quarantine, storage, retrieval, destruction, and disposal arising from a recall or regulatory action are Merchant's sole responsibility.

4.8.3 Succinctive as Logistics Provider Only

Succinctive is a logistics and fulfillment provider only and is not the manufacturer, producer, formulator, labeler, distributor, or seller of any Merchant-provided Goods, including dietary supplements, food products, cosmetics, or any FDA-regulated product. All regulatory compliance obligations rest exclusively with Merchant, including compliance with 21 CFR Part 111, 21 CFR Part 117, and any other applicable FDA regulation. Succinctive's storage and handling of regulated Goods does not make Succinctive a manufacturer, co-manufacturer, distributor, or responsible party under any federal or state law.

4.8.4 FDA and Regulatory Inspection

Regulatory authorities including the FDA may inspect Succinctive facilities in connection with Goods stored on Merchant's behalf. Succinctive will cooperate as required by law. Merchant bears all costs Succinctive incurs in connection with any regulatory inspection, inquiry, or enforcement action arising from Merchant's Goods, including inspection preparation, documentation, legal counsel, remediation, and any resulting fines or penalties. Merchant must reimburse Succinctive within fifteen (15) days of written demand. Succinctive may quarantine or cease handling Merchant's Goods immediately upon notice of any regulatory inquiry without liability.

4.9 Inventory Information: Merchant Responsibility and No Liability

4.9.1 Merchant's Obligation to Provide Accurate Inventory Information

Merchant is solely responsible for providing Succinctive with accurate, complete, and current inventory information for all Goods, including SKU identifiers, product descriptions, weights, dimensions, unit counts, lot numbers, expiration dates, hazardous materials designations, and any other information Succinctive reasonably requires. Succinctive is entitled to rely entirely on Merchant's information without independent verification and has no obligation to audit, confirm, or cross-check any information Merchant provides.

4.9.2 No Liability Where Information Is Not Provided or Is Inaccurate

If Merchant fails to provide required inventory information, provides inaccurate or incomplete information, or fails to update information promptly when it changes, Succinctive has no liability whatsoever for any resulting fulfillment error, shipping error, picking error, misidentification, loss, damage, misdirection, regulatory non-compliance, recall complication, or any other harm arising from the absence or inaccuracy of that information. Merchant assumes all risk arising from its failure to provide complete and accurate inventory information.

4.9.3 Confirmation of Inventory Updates

If Succinctive updates inventory details in the WMS or Succinctive Platform, Succinctive will notify Merchant through the Platform or by email to Merchant's Registered Email Address. Merchant must review and either confirm or dispute the updated details in writing within three (3) Business Days of that notification. If Merchant does not respond within three (3) Business Days, the updated inventory details are deemed accepted by Merchant as accurate and binding for all purposes under this Agreement. Merchant waives any right to dispute inventory details not disputed within this window.

5. Fees and Payment

5.1 Fees

Unless otherwise stated in your pricing dashboard, you shall pay the Fees set out in the Pricing and Billing Policies.

5.2 Changes in Fees

You acknowledge that because of the nature of the Services, the Fees may change. Succinctive may pass through to you any GRI or other Carrier surcharges imposed by Carriers, including fuel, dangerous-goods, Peak Season, and other Carrier surcharges, and will use commercially reasonable efforts to give at least fifteen (15) days' advance written notice of any such increases. In the event a Carrier is affected by a Force Majeure Event and imposes surcharges, Succinctive will pass those surcharges through and provide whatever notice (if any) it receives from the Carrier. Succinctive may change other Fees, in its discretion, on at least seven (7) days' prior written notice. Fee changes apply only to Orders completed after their effective date. Your continued use of the Services after the effective date of a Fee increase means you accept the increased Fees. If a Fee change is unacceptable to you, you may terminate this Agreement under Section 13.

5.3 Price Quotes

Quotes accepted through the Succinctive Platform are estimates based on the information available to Succinctive at the time. Unless otherwise stated, all monetary amounts in this Agreement and on the Site are in U.S. dollars. The Fees you owe will depend on factors including the quantity and nature of Goods being fulfilled, the destinations served, and applicable Carrier Charges. Quoted Fees do not include packaging materials unless expressly stated. Succinctive is not liable for any discrepancy between quoted and actual Carrier rates resulting from inaccurate or incomplete information you provide, including incorrect dimensions or weight.

5.4 Reimbursement of Taxes, Chargebacks, and Other Liabilities

You acknowledge that you are responsible for, and will reimburse Succinctive (and its subcontractors, including Carriers) for, all sales taxes, transportation taxes, reversals, chargebacks, claims, fees, fines, penalties, and other liabilities that may arise in connection with the Services. Those amounts will be posted to your Account within fifteen (15) days after Succinctive becomes aware of them. Succinctive will absorb B2B chargebacks proven to be caused by a Succinctive error, capped at three hundred dollars ($300.00) per purchase order. You must submit any such chargeback request within sixty (60) days after the chargeback is incurred. Carrier and retail chargebacks may be subject to additional administrative fees as described in the Policies.

5.5 Exclusive of International CDT and Transaction Taxes

Any customs duties and taxes ("CDT") charged by a Carrier, customs authority, or other government agency on an international shipment are your sole responsibility and will be billed to you, regardless of whether they were included in any initial estimate and regardless of whether the Order was ultimately delivered. All Fees, charges, and other amounts charged by Succinctive are exclusive of all applicable value-added, sales, use, inventory, CDT, service, and similar transaction taxes ("Transaction Taxes"). You are responsible for all Transaction Taxes regardless of where they arise. If Succinctive, in its sole discretion, pays a Transaction Tax to a government authority on your behalf, for example because you fail to pay it or fail to provide proper compliance documentation (including by incorrectly listing Succinctive as consignee, importer of record, or merchant of record), you will promptly reimburse Succinctive for the full amount.

5.6 Payment Methods

Succinctive accepts payment online by: ACH or bank transfer (free); credit or debit card (subject to additional service or administrative fees); or wire transfer (subject to standard bank fees). By entering into this Agreement or by continuing to use the Services, you agree to authorize Succinctive to share business and transaction information (including customer data) with any payment processor for the purpose of facilitating and processing payments.

5.7 Payment Terms, Interest, and Loss of Discounts

Invoices are due on receipt. If you dispute a charge, you must submit notice of the dispute through email to your contact within three (3) days after the invoice date. Any unpaid invoice balance will accrue interest beginning on the day after the due date at a rate of twenty-five percent (25%) APR or the maximum rate permitted by applicable Michigan law, whichever is lower. If a single invoice includes charges for Services provided in more than one country subject to different maximum rates, Succinctive will apply the lowest applicable rate to the entire invoice. If payment is not made by the invoice due date, Succinctive may, in its sole discretion, revoke any discounted Fees and any extended payment terms previously granted and revert your Account to then-standard Fees and payment terms. For the avoidance of doubt, payment obligations under this Section are not subject to force majeure protection and are not excused or suspended by any Force Majeure Event as set forth in Section 15.7.

5.8 Payment Entity Verification

All payments for Fees and other amounts due under this Agreement must be made by, or on behalf of and traceable to, the entity identified in the Merchant's Account registration (the "Approved Entity"). Succinctive may reject any payment tendered by, or originating from, any person or entity other than the Approved Entity without prior notice. If Succinctive receives payment from an entity other than the Approved Entity, Succinctive may, in its sole discretion: (a) reject the payment and return it to the remitting party; (b) suspend all Services until payment is received from the Approved Entity; and (c) require the Merchant to provide a written explanation and supporting documentation establishing the relationship between the remitting entity and the Approved Entity. Acceptance of a payment from a non-Approved Entity on any occasion does not waive Succinctive's right to reject future payments from non-Approved Entities. The Merchant shall not assign, delegate, or transfer its payment obligations to any third party without Succinctive's prior written consent. If the Merchant undergoes a change of control, merger, acquisition, or corporate reorganization that results in a change to the legal entity responsible for payment, the Merchant must notify Succinctive in writing at least thirty (30) days prior to the effective date of the change and must obtain Succinctive's written approval of the successor entity before the successor entity may submit payment under this Agreement.

5.9 No Refunds; All Payments Final

ALL PAYMENTS MADE TO SUCCINCTIVE ARE FINAL AND NON-REFUNDABLE. SUCCINCTIVE DOES NOT ISSUE REFUNDS OR CREDITS EXCEPT AS EXPRESSLY STATED IN THIS SECTION. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING:

(a) Goods Procurement. Once Succinctive has procured, ordered, or otherwise committed to acquire Blank Goods, raw materials, substrates, or any other materials on your behalf or in connection with your Order, the corresponding Fees are earned and non-refundable, regardless of whether you subsequently cancel, modify, or abandon the Order. You acknowledge that Succinctive may incur irrecoverable costs in sourcing materials, and you accept responsibility for those costs.

(b) Production Time. Once Succinctive has commenced production, including any setup, screen preparation, digitizing, plate-making, printing, embroidery, decoration, finishing, or assembly work, all Fees attributable to the production time expended are earned and non-refundable, and no credit will be issued for production time already spent. This applies regardless of whether the Order is completed, cancelled, modified, or abandoned.

(c) Artwork and Design Services. Once Succinctive has performed any artwork creation, design services, artwork preparation, digitizing, color separation, vectorization, mockup generation, or other pre-production design work, all Fees attributable to that work are earned and non-refundable, and no credit will be issued. This applies regardless of whether the Merchant approves the Artwork, proceeds with the Order, or uses the design.

(d) No Credits. Succinctive does not issue account credits, store credits, or credits of any kind in lieu of refunds for the circumstances described in this Section 5.9. All amounts paid remain the property of Succinctive once the applicable milestone (procurement, commencement of production, or completion of artwork or design work) has occurred.

(e) Cancellation After Order Acceptance. If you cancel an Order after Succinctive has accepted it, you will be responsible for all Fees incurred up to the date of cancellation, including procurement costs, production costs, artwork and design costs, setup fees, and any Carrier charges or restocking fees that Succinctive cannot recover. Succinctive may, in its sole discretion, retain any Goods produced or procured in connection with the cancelled Order until all outstanding Fees are paid in full.

6. Fulfillment Services

6.1 Inbound Shipment Instructions

Before any inbound shipment arrives at a Succinctive Facility, you must follow Succinctive's Warehouse Receiving Order ("WRO") instructions, including supplying digital bills of lading through the Succinctive Platform and scheduling an appointment for all non-parcel inbound freight in advance of its arrival. All inbound shipments must be properly labeled and must clearly identify units and quantities by carton, case, or master case. Any inbound inventory that does not follow the WRO instructions (as Succinctive determines) will be treated as an Unidentified Receiving Order ("URO") and handled under the URO Policy, which includes delays and additional Fees as described in that policy.

6.2 Verification, Inspection, and Records

6.2.1 Inbound Verification

In accordance with the Succinctive Operations and Errors Policy, Succinctive may, in its sole discretion, verify Goods quantities on receipt and inspect for damage. You acknowledge that Succinctive has no obligation to verify the quantity, content, condition, or quality of Goods received for storage or shipment. Succinctive is not liable for any damage to, or shortage of, Goods that it documents upon arrival at a Succinctive Facility, and Succinctive's records of quantity and condition at arrival will be conclusive evidence of the same. You may request a full on-arrival inventory count, subject to applicable Succinctive fees. Inspection of decorated goods is governed by the Print and Decoration Services section. Succinctive may decline to store or ship any Goods that it reasonably views as violating the Policies, as improperly labeled or packaged (and therefore a URO), as appearing to contain hazardous or illegal material, or as adulterated (including by insect or other hazardous infestation).

6.2.2 Outbound Records

Succinctive maintains internal outbound records including WMS scan data and quantity confirmation generated at the time each shipment is picked, packed, and tendered to a carrier. These internal records constitute conclusive evidence of the items, quantities, and condition of Goods at the time of outbound processing and carrier handoff. Succinctive is not required to provide outbound records to Merchant as part of standard Services. Merchant may request access to outbound records for a specific shipment by submitting a written request to support@succinctive.com, subject to applicable records access fees set forth in the Pricing and Billing Policies. Succinctive's obligation to retain outbound records is limited to the period specified in the Pricing and Billing Policies. Merchant's failure to request outbound records within the retention period constitutes a waiver of any right to those records. In any dispute regarding the contents or condition of a shipment, Succinctive's internal outbound records shall control absent clear and convincing evidence of manifest error, and the burden of establishing such error rests entirely with Merchant.

6.3 Outstanding and Pending Orders

If there are any outstanding or pending Orders that must be fulfilled on a priority basis (each, a "Priority Order"), you will notify Succinctive of the Priority Order and your requested timeline. Succinctive will use reasonable efforts to meet your request but cannot guarantee that Priority Orders will be fulfilled on the requested timeline.

6.4 Returns

All non-Carrier related returns (domestic and international) are governed by the Return Policy. You are solely responsible for all Fees and any additional Carrier charges, including shipping, brokerage, and returns-processing fees, for Goods returned to a Succinctive Facility for any reason. Custom returns may be refused or subject to additional fees.

6.5 International Returns Disclaimer

International shipments that are not delivered are frequently returned by the Carrier and assessed return-shipping, brokerage, and returns-processing fees. You are responsible for those fees, which are typically billed through to you by the Carrier (often without advance notice). Succinctive will make reasonable efforts to avoid international returns or abandoned inventory at your request, but reserves the right to charge fees up to the value of the original Carrier shipping cost plus a fifteen percent (15%) administrative fee. If a tariff is unavailable, Succinctive may hold the affected Order until tariff information is available or override the Order, in either case without liability.

6.6 Transfers Between Succinctive Facilities

You agree that Succinctive may, in its reasonable discretion, move your Goods at any time to a different Succinctive Facility to optimize its fulfillment network. Succinctive will notify you in writing through your Account of any such transfer so that you have visibility into where your Goods are held and from which Succinctive Facility they will be dispatched.

6.7 Limited Access to Succinctive Facilities

Because your Goods may be stored with the Goods of other merchants, you may not enter a Succinctive Facility or access your Goods at a Succinctive Facility without reasonable advance notice and the prior express written consent of Succinctive and, if applicable, the relevant SFN Provider. If your access is approved, you will be monitored during your visit, and your access may be terminated if Succinctive or the SFN Provider reasonably determines that it poses a safety risk to persons or property, unreasonably interferes with Facility operations, or fails to observe site rules or requirements.

6.8 Warehouseman's Lien

You agree and acknowledge that Succinctive maintains an actual and constructive general and continuing warehouseman's lien and security interest (the "Lien"), under the UCC, other statutes, the common law, and this Agreement, in all Goods in its care, custody, or control located in the United States, whether or not a specific receipt has been issued, to secure payment and performance of all charges, expenses, costs, obligations, and Fees arising under or related to this Agreement. If a Succinctive Facility must enforce the Lien, you will be responsible for all reasonable and necessary enforcement costs, including reasonable attorneys' fees. The attorneys' fees recoverable under this Section 6.8 are in addition to, and cumulative with, any Legal Fees recoverable under Section 16 (Legal Fees and Costs). You will sign any agreement or document Succinctive reasonably requests to obtain, perfect, and maintain the Lien and security interest, and to allow Succinctive to perfect the Lien. The Lien is in addition to any other right or remedy available to Succinctive under this Agreement or applicable law. You acknowledge that Succinctive may withhold delivery or release of any Goods if you are in breach of any indebtedness or obligation to Succinctive, even if unrelated to the Goods held. If any indebtedness or obligation remains unsatisfied, Succinctive may, in its sole discretion, dispose of your Goods by public sale, private sale, donation to a nonprofit organization, or delivery to a commercial landfill. If Succinctive conducts a public or private sale, any surplus from the sale proceeds, after deducting all amounts you owe (including unpaid Fees and sale or disposition costs), will be remitted to you. If the proceeds are not enough to fully satisfy your indebtedness, you remain liable for the deficiency. If Succinctive gives you proper notice of its intent to donate your Goods or deposit them in a commercial landfill, you agree that you are liable for all associated costs, that Succinctive has no liability for how the Goods are donated or discarded, and that you assume all risks and costs of the disposition.

6.9 Temperature and Humidity

Unless Succinctive agrees otherwise in writing, Succinctive does not represent, warrant, or guarantee that any Succinctive Facility will maintain any specific temperature or humidity range, and is not liable for any fluctuation.

6.10 Outbound Fulfillment Claims for Merchant-Provided Goods

This Section 6.10 governs claims arising from Succinctive's fulfillment of Merchant-provided Goods that Succinctive receives, stores, picks, packs, and ships but does not produce or decorate.

6.10.1 Scope of Succinctive's Role

Succinctive's responsibility in connection with Merchant-provided Goods is limited solely to logistics and fulfillment functions. Succinctive is not the manufacturer, producer, formulator, labeler, or distributor of Merchant-provided Goods and has no liability for the quality, safety, efficacy, composition, labeling, regulatory compliance, or fitness for purpose of any Merchant-provided Good. All product liability and regulatory compliance obligations remain exclusively with Merchant. Succinctive's role is that of a logistics provider only.

6.10.2 Eligible Claims

Claims against Succinctive under this Section are limited to fulfillment errors directly and solely attributable to Succinctive's performance, including pick errors, quantity errors in excess of the shrink allowance under Section 12.3, and packing damage caused by Succinctive. Any claim arising from product quality, composition, labeling, contamination, regulatory non-compliance, or any condition of the Goods prior to receipt at a Succinctive Facility is excluded and shall not be asserted against Succinctive under any theory.

6.10.3 Notice Window

Written notice of any fulfillment error claim must be submitted to support@succinctive.com within three (3) Business Days of Confirmed Delivery. Notice must include the Order number, SKU, quantity claimed, a description of the alleged error, photographs where applicable, and Merchant's receiving records. Failure to provide timely and complete notice constitutes irrevocable waiver of the claim. Submission of notice does not obligate Succinctive to accept the claim or take any action.

6.10.4 Succinctive's Records

Succinctive's WMS outbound records at the time of shipment constitute conclusive evidence of what Succinctive picked, packed, and tendered to the carrier. Merchant bears the burden of demonstrating by clear and convincing documentary evidence that a fulfillment error occurred.

6.10.5 Product Liability Exclusion

Succinctive has no obligation to accept, evaluate, or respond to any claim that is in substance a product defect or regulatory non-compliance claim regardless of how it is characterized. If Succinctive determines in its sole judgment that a submitted claim is outside the scope of this Section, no further obligation arises.

6.10.6 Regulated Goods

Nothing in this Section limits Succinctive's rights or Merchant's obligations under Section 4.8. In the event of a regulatory action, recall, or government inquiry, Succinctive's cooperation obligations run to the applicable regulatory authority and are not subject to modification or restriction by Merchant or by any provision of this Agreement.

6A. Print and Decoration Services

6A.1 Scope of Print and Decoration Services

Print and Decoration Services encompass screen printing, digital printing, pad printing, heat transfer, sublimation, engraving, etching, embroidery, and related decoration methods applied to Blank Goods and other substrates to create Decorated Goods. These Services also include promotional product sourcing, custom product decoration, finishing services, design consultation, and related artwork preparation and production services.

6A.2 Artwork and Design Approval

Merchant must submit Artwork in the format and resolution Succinctive specifies. Succinctive may provide digital proofs or pre-production samples for Merchant approval. Once the Merchant approves Artwork (by written confirmation, email, or through the Platform), the Merchant accepts responsibility for the approved design, including spelling, sizing, placement, color selections, and any other design elements. Succinctive is not liable for errors in Merchant-approved Artwork. Changes after approval may incur additional fees and delay production.

6A.3 Color Matching and Production Tolerances

Succinctive will use commercially reasonable efforts to match requested colors, but exact color reproduction is not guaranteed. Variations may occur due to differences in substrate material, fabric type, ink formulation, screen mesh count, thread color, monitor calibration, and production conditions. Pantone or other color-matching system references are targets, not guarantees. Merchant acknowledges that production quantities may vary by up to plus or minus 5% to 10% from the ordered quantity, and Merchant agrees to accept and pay for the actual quantity produced within that tolerance ("Overs and Unders").

6A.4 Minimum Orders and Setup Fees

Certain print and decoration methods may require minimum order quantities and are subject to setup, screen, digitizing, tooling, or plate fees, which are non-refundable once production has commenced. The no-refund and no-credit provisions of Section 5.9 apply to all Print and Decoration Services.

6A.5 Intellectual Property in Custom Designs

Merchant represents and warrants that it owns or has obtained all necessary rights, licenses, and permissions for all Artwork, logos, trademarks, images, and other materials submitted to Succinctive for reproduction. Merchant shall defend, indemnify, and hold harmless Succinctive from any claim arising from Succinctive's reproduction of Merchant-submitted materials. Designs, Artwork, screens, digitized files, plates, and tooling created by Succinctive at Merchant's request remain Succinctive's property unless otherwise agreed in writing, though Succinctive grants Merchant a license to use the finished Decorated Goods. If Succinctive creates original Artwork or designs for Merchant, Succinctive retains all Intellectual Property rights unless expressly assigned in a separate written agreement.

6A.6 Production Timelines

Production timelines for print and decoration Orders are estimates and are subject to change based on Order complexity, Artwork approval delays, material availability, equipment scheduling, and other factors. Succinctive will use commercially reasonable efforts to meet estimated timelines but is not liable for delays.

6A.7 Inspection and Acceptance of Decorated Goods

This Section 6A.7 applies exclusively to Goods that have undergone Print and Decoration Services performed by Succinctive. Claims relating to fulfillment of Merchant-provided Goods are governed by Section 6.10. Claims relating to shipments made under Merchant-provided shipping labels or Merchant-arranged pickup or freight are governed by Section 12.6.

6A.7.1 Patent Defects

Merchant must inspect all Decorated Goods immediately upon Confirmed Delivery. Written notice of any patent defect, non-conformity, shortage, or missing contents must be submitted to support@succinctive.com within forty-eight (48) Business Hours of Confirmed Delivery. Failure to provide timely written notice constitutes irrevocable acceptance of the shipment as delivered and waives any and all claims relating to the condition, count, or contents of the shipment.

6A.7.2 Latent Defects

Claims for defects not reasonably discoverable upon prompt visual inspection must be submitted in writing within seven (7) calendar days of discovery and in no event later than twenty-one (21) calendar days after Confirmed Delivery, whichever is earlier. Any claim submitted after either deadline is irrevocably waived.

6A.7.3 Notice Requirements

No notice under this Section is valid unless it includes all of the following: Merchant's Account and Order number; a description of the claimed defect or discrepancy; the quantity and SKU of affected Goods; photographs documenting the claimed condition taken at or near the time of discovery; and for shortage claims, Merchant's receiving records. Succinctive may in its sole discretion request additional documentation before evaluating any claim. Submission of notice does not obligate Succinctive to accept the claim, issue any remedy, or take any action.

6A.7.4 Confirmed Delivery

"Confirmed Delivery" means the later of: (a) the date and time the carrier's tracking system records delivery to Merchant's designated address; or (b) the date and time Merchant or Merchant's authorized representative physically receives the shipment as documented by a signed proof of delivery or receiving record. Merchant bears the burden of establishing actual receipt if claiming a date later than the carrier's tracking record.

6A.7.5 Business Hours

"Business Hours" means 9:00 a.m. to 5:00 p.m. Eastern Time, Monday through Friday, excluding Succinctive Holidays. The notice window begins at the opening of the next Business Hour period following Confirmed Delivery.

6A.7.6 Merchant-Approved Artwork

Succinctive has no liability for any condition resulting from Merchant-approved Artwork, Merchant's selection of substrate or blank goods, inherent production tolerances under Section 6A.3, or any condition attributable to the manufacturer of blank goods.

6A.7.7 Succinctive's Discretion

Receipt and evaluation of any notice under this Section does not constitute acknowledgment of any defect or liability. Succinctive retains sole and absolute discretion to determine whether a valid claim exists, whether any response is warranted, and what if any action Succinctive elects to take. Nothing in this Section creates any obligation on Succinctive's part to replace, reship, credit, or refund any amount.

6A.8 Blank Goods and Materials

Where Succinctive sources Blank Goods (apparel, drinkware, promotional items, etc.) on Merchant's behalf, Succinctive will use commercially reasonable efforts to procure goods matching the specifications Merchant provides. Succinctive is not liable for manufacturer defects in Blank Goods, color-lot variations, or discontinuation of styles or materials by the manufacturer. Risk of loss for Blank Goods passes to Merchant upon delivery to the decoration facility.

6A.9 Abandoned Orders and Unresponsive Merchants

You acknowledge that timely communication is essential to the performance of Print and Decoration Services. If Succinctive sends you a proof, artwork mock-up, production query, or any other communication requiring your response in connection with an Order, and you fail to respond within seven (7) Business Days of Succinctive's transmission of that communication (each such occurrence, a "Non-Response Event"), the following provisions apply:

(a) Second Notice. Succinctive will send a second written notice (by email to your Registered Email Address or through the Succinctive Platform) advising you that a response is required within an additional seven (7) Business Days.

(b) Abandoned Order. If you fail to respond within the period specified in the second notice, the Order will be deemed an "Abandoned Order." Succinctive may, in its sole discretion and without further obligation to you: (i) cancel the Abandoned Order; (ii) complete the Order based on the most recent Artwork or specifications on file (in which case you remain liable for all Fees); or (iii) place the Order on indefinite hold. In each case, all Fees incurred through the date of the Non-Response Event, including procurement costs, production costs, artwork and design costs, setup fees, and storage fees, are earned and non-refundable in accordance with Section 5.9, and no credit will be issued.

(c) Storage of Abandoned Order Goods. Any Goods, Blank Goods, Decorated Goods, or work-in-progress associated with an Abandoned Order will be stored at Succinctive's discretion, subject to applicable storage Fees. Succinctive will hold such Goods for a maximum of thirty (30) days following the date the Order is deemed abandoned. If you do not arrange for pickup, delivery, or provide further instructions within that thirty (30) day period, Succinctive may dispose of the Goods by sale, donation to a nonprofit organization, recycling, or delivery to a commercial landfill, in each case at your cost and without liability to Succinctive. You will have no right to damages, reimbursement, refund, or credit for the value of Goods disposed of under this Section.

(d) General Inventory Retention. Notwithstanding any other provision of this Agreement, Succinctive will hold completed Goods (including Decorated Goods and promotional products) that have not been shipped, picked up, or for which Succinctive has not received shipping instructions, for a maximum of thirty (30) days following the date Succinctive notifies you that the Goods are ready for shipment or pickup. If you do not provide shipping or pickup instructions within that thirty (30) day period, the Goods will be treated as abandoned and Succinctive may dispose of them in the manner described in Section 6A.9(c) above, at your cost and without liability to Succinctive. Storage Fees will accrue during the retention period.

7. Service Level Agreement

7.1 Succinctive SLAs

Succinctive's service level agreements ("SLAs") are published in the Turnaround Times, Policies, and SLAs document linked on the Site.

7.2 Peak Season Adjustments and Promotions or Bulk Orders

SLAs may be adjusted during Peak Season on notice, and may be adjusted based on volume. Please review and use the Promotion and Bulk Order Upload Form whenever Order volume spikes are anticipated.

7.3 SLA Exclusions

The SLAs do not apply: (a) on Succinctive Holidays; (b) to Goods not currently in stock; (c) to improperly labeled inventory; (d) to Orders for which you did not timely provide forecast information (in Orders or units); (e) to Orders where volume at a given Succinctive Facility exceeds 20% of the average daily Order volume shipped for you from that Facility over the preceding thirty (30) days; (f) to Orders where volume exceeds the daily forecast allocation for you at the relevant Succinctive Facility, where one was provided in advance; (g) to Orders received during a Force Majeure Event; (h) to cross-border shipments; (i) to Orders received while any invoice payable by you is past due; (j) to Orders received during an inventory cycle count or other additional physical inventory conducted at your request; (k) where you have failed to provide updated or accurate information regarding Goods on the Succinctive Platform or to Succinctive; (l) where you have made data-entry errors in relation to Goods; (m) to Orders materially affected by the negligent act or omission of a third party under your actual or constructive control; or (n) to Orders received during the first thirty (30) days after Succinctive begins fulfilling Orders for you.

8. Confidentiality and Publicity

8.1 Confidential Information

Each of Succinctive and you has developed confidential and proprietary information ("Confidential Information"), including financial statements, financing documents, trade secrets, new products, copyrights, computer software, documentation, specifications, systems, hardware, concepts, designs, configurations, schedules, costs, performance details, techniques, copyrighted materials, patented and patentable inventions, plans, methods, drawings, data, tables, calculations, documents and other papers, computer program narratives, flow charts, source and object code, business and marketing plans, dealings, arrangements, objectives, and locations. "Confidential Information" includes only information that is either expressly marked "confidential" at the time of disclosure or that by its nature would reasonably be identified as confidential. For purposes of this Section 8, the party disclosing Confidential Information is the "Discloser" and the party receiving it is the "Recipient." "Confidential Information" does not include information that the Recipient can demonstrate: (a) was publicly known or generally available without a duty of confidentiality before disclosure by the Discloser; (b) becomes publicly known or generally available without a duty of confidentiality after disclosure by the Discloser through no action or inaction of the Recipient; (c) was rightfully known by the Recipient, without a confidentiality obligation, at the time of disclosure by the Discloser, as shown by the Recipient's contemporaneous written files kept in the ordinary course of business; or (d) is independently developed by the Recipient without use of or reference to the Discloser's Confidential Information, as shown by written records and other competent evidence prepared contemporaneously.

8.2 Disclosure and Use

Confidential Information remains, as between the parties, the property of the Discloser. No license under any trade secret, copyright, or other right is granted by this Agreement or by the disclosure of Confidential Information. The Recipient may disclose Confidential Information to its officers, directors, employees, contractors, subcontractors, affiliates, and representatives ("Representatives") who need to know it to perform the Recipient's obligations under this Terms of Service, provided those Representatives are informed of the information's confidential nature and are bound by written confidentiality obligations at least as protective as those in this Agreement. The Recipient will take reasonable measures to protect the secrecy of, and to avoid unauthorized use or disclosure of, Confidential Information, at a minimum, the measures it applies to its own Confidential Information of comparable importance, and in no event less than a reasonable standard of care. The Recipient will promptly notify the Discloser of any known or suspected unauthorized use or disclosure. Notwithstanding the foregoing, Succinctive may disclose Confidential Information to the extent required by law, required for a judicial proceeding, or reasonably required if Succinctive suspects illegal activity on your part.

8.3 Injunctive Relief

The Recipient agrees that any breach or threatened breach of this Section 8 will cause irreparable harm to the Discloser, entitling the Discloser to seek injunctive relief in addition to all legal remedies, without the need to show actual damage and without posting a bond.

8.4 Publicity

Succinctive reserves the right to use your name and company name as a customer reference in marketing and promotional materials on the Site and in other communications with existing or prospective merchants. To opt out of this use, please submit a request by email to support@succinctive.com stating that you do not wish to be used as a reference. You may not, without Succinctive's prior express written consent, (a) issue any statement, printed material, or other communication acknowledging your relationship with Succinctive or its affiliates, or (b) use the name or logo of Succinctive or its affiliates in any manner.

8.5 Non-Disparagement

Merchant agrees not to make, publish, or encourage any statement whether written, verbal, or digital, and on any platform or in any form that is materially false, misleading, deceptive, or incomplete, or that omits material context such that the statement could create a false or inaccurate impression regarding Succinctive, its Services, personnel, business operations, directors, officers, employees, contractors, subcontractors, or vendors. This obligation survives termination or expiration of this Agreement. Nothing in this Section prohibits truthful testimony given under legal compulsion, truthful statements made to a regulator or law enforcement authority, or truthful statements otherwise required by law.

9. Indemnification

You shall defend, indemnify, and hold harmless Succinctive from and against any claim, action, demand, liability (including court costs and attorneys' fees), tax obligation, fine, and penalty, including reasonable accounting fees and expenses, arising from or in connection with: (a) your breach of this Agreement; (b) any actual or alleged infringement of a third party's Intellectual Property rights associated with Your Content; (c) your negligence, fault, omission, or willful misconduct; (d) your fraud or misrepresentation in connection with the Services; (e) any product-liability, infringement, or mislabeling claim arising from your Goods; or (f) your misuse of the Services (each, a "Claim"). Succinctive will give you notice of a Claim. Succinctive reserves the right to assume sole defense and control of any Claim subject to indemnification, in which case you agree to cooperate with reasonable requests made in support of that defense. You also agree to cooperate with, and provide information to, Succinctive in any investigation, proceeding, intervention, or enforcement action by a regulator or enforcement authority relating to activities performed under this Agreement. This indemnity covers all Claims in tort, contract, by statute, or otherwise, including Claims for personal injury (including death) and for actual or tangible property damage arising from or related to this Agreement or the provision of Services. This indemnity is reduced only to the extent a loss is caused or contributed to by Succinctive's willful misconduct or gross negligence. The attorneys' fees and court costs recoverable under this Section 9 are in addition to, and cumulative with, any Legal Fees recoverable under Section 16 (Legal Fees and Costs), provided that Succinctive shall not recover the same fees or costs twice under different provisions.

10. Insurance

You acknowledge that Succinctive and its subcontractors are not liable for your Goods beyond the Limitations of Liability in Section 12, and that neither Succinctive nor its subcontractors provide insurance for your Goods. Succinctive is not an insurance company or a licensed insurance agent and does not assume any insurance liability or risk. You are solely responsible for insuring your Goods against loss, theft, damage, and any other risk while in storage and in transit. If you want additional coverage beyond the Carrier's default liability, you must arrange for, and confirm in writing, that additional coverage before the affected shipment is tendered to the Carrier; coverage cannot be added once the Goods have been tendered to the Carrier.

11. Disclaimers

11.1 General Disclaimer

The Services, including use of the Succinctive Platform and WMS, and all server and network components are provided on an "as is" and "as available" basis without any express or implied warranty of any kind. Succinctive disclaims all warranties, whether express or implied, including the implied warranties of merchantability, title, fitness for a particular purpose, and non-infringement. Except as expressly provided in this Agreement, you acknowledge that Succinctive does not warrant that the Services will be uninterrupted, timely, secure, error-free, or virus-free, and does not warrant any particular result from use of the Services. No information, advice, or Services you obtain from Succinctive will create any warranty not expressly stated in this Agreement.

11.2 Service Disruption

The Services may be temporarily unavailable for scheduled maintenance, emergency maintenance, or other causes beyond Succinctive's reasonable control (each, a "Service Disruption"). Succinctive will use reasonable efforts to avoid Service Disruptions during Peak Season, will try to give advance notice of any Service Disruption, and will try to resolve Service Disruptions as efficiently as possible. Succinctive is not liable for any Service unavailability or disruption.

12. LIMITATION OF LIABILITY

12.1 TRANSIT LIABILITY: CARRIER SOLELY RESPONSIBLE

SUCCINCTIVE IS NOT A CARRIER, FREIGHT FORWARDER, OR INSURER. SUCCINCTIVE'S RESPONSIBILITY FOR GOODS ENDS AT THE MOMENT A SHIPMENT IS TENDERED TO A CARRIER AT A SUCCINCTIVE FACILITY, REGARDLESS OF WHETHER SUCCINCTIVE ARRANGED THE CARRIER OR MERCHANT PROVIDED THE SHIPPING LABEL.

SUCCINCTIVE DOES NOT INSURE GOODS IN TRANSIT. SUCCINCTIVE'S OWN INSURANCE DOES NOT COVER MERCHANT'S GOODS AT ANY TIME, INCLUDING DURING TRANSIT OR WHILE IN STORAGE AT A SUCCINCTIVE FACILITY. MERCHANT IS SOLELY AND EXCLUSIVELY RESPONSIBLE FOR OBTAINING AND MAINTAINING ADEQUATE INSURANCE COVERING ITS GOODS AGAINST ALL RISKS INCLUDING LOSS, THEFT, DAMAGE, DELAY, AND DESTRUCTION BOTH WHILE IN STORAGE AND DURING TRANSIT. FAILURE TO OBTAIN SUCH INSURANCE IS MERCHANT'S SOLE RISK AND SUCCINCTIVE HAS NO LIABILITY WHATSOEVER AS A RESULT.

WHEN SUCCINCTIVE ARRANGES A CARRIER ON MERCHANT'S BEHALF, SUCCINCTIVE ACTS SOLELY AS MERCHANT'S AGENT FOR THE LIMITED PURPOSE OF TENDERING GOODS TO THE CARRIER. THE CONTRACT OF CARRIAGE IS BETWEEN MERCHANT AND THE CARRIER. SUCCINCTIVE IS NOT A PARTY TO THAT CONTRACT AND ASSUMES NO LIABILITY UNDER IT.

FOR INTERSTATE SHIPMENTS, MERCHANT ACKNOWLEDGES THAT CARRIER LIABILITY IS GOVERNED BY THE CARMACK AMENDMENT (49 U.S.C. 14706) AND THAT MERCHANT'S CLAIMS FOR TRANSIT LOSS OR DAMAGE ARE TO BE MADE DIRECTLY AGAINST THE CARRIER UNDER APPLICABLE FEDERAL LAW. SUCCINCTIVE HAS NO OBLIGATION TO FILE, FACILITATE, SUPPORT, OR ASSIST WITH ANY CARRIER CLAIM. SUCCINCTIVE MAY, IN ITS SOLE DISCRETION AND SUBJECT TO APPLICABLE FEES, PROVIDE MERCHANT WITH COPIES OF OUTBOUND RECORDS TO SUPPORT MERCHANT'S OWN CARRIER CLAIM.

SUCCINCTIVE'S MAXIMUM LIABILITY FOR ANY TRANSIT LOSS OR DAMAGE, TO THE EXTENT ANY LIABILITY IS FOUND TO EXIST NOTWITHSTANDING THE FOREGOING, SHALL NOT EXCEED ONE HUNDRED DOLLARS ($100.00) PER PARCEL AND ONLY WHERE SUCCINCTIVE'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT IN TENDERING THE GOODS TO THE CARRIER HAS BEEN ESTABLISHED AS REQUIRED BY SECTION 12.7. SUCCINCTIVE WILL NOT PAY ANY TRANSIT CLAIM UNTIL AND UNLESS SUCCINCTIVE HAS RECEIVED PAYMENT ON THE SAME CLAIM FROM THE RESPONSIBLE CARRIER, AND THEN ONLY TO THE EXTENT OF THAT PAYMENT NOT TO EXCEED THE $100.00 CAP.

12.2 INDIRECT, SPECIAL, EXEMPLARY, CONSEQUENTIAL, AND PUNITIVE DAMAGES

UNDER NO CIRCUMSTANCES WILL SUCCINCTIVE BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR EXEMPLARY DAMAGES; FOR LOSS OF GOODWILL OR REPUTATION; FOR LOST PROFITS, LOST SALES, LOST BUSINESS, OR LOST DATA; OR FOR ANY CONSEQUENTIAL OR PUNITIVE DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR THE LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, WHICH MEANS THAT SOME OF THE FOREGOING LIMITATIONS MAY NOT APPLY TO YOU. IN SUCH JURISDICTIONS, SUCCINCTIVE'S LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW UNDER THE TERMS OF THIS AGREEMENT.

12.3 SHRINK ALLOWANCE

HANDLING GOODS WITHIN A SUCCINCTIVE FACILITY MAY PRODUCE LOSS OR DAMAGE. SUCCINCTIVE MAINTAINS HIGH OPERATIONAL STANDARDS, BUT SUCCINCTIVE FACILITIES OCCASIONALLY EXPERIENCE CONCEALED SHORTAGES, PRODUCT DAMAGE, MISLABELED GOODS, MIS-PICKED GOODS, OR CROSS-SHIPMENTS. YOU AGREE THAT SUCCINCTIVE HAS A 0.5% SHRINK ALLOWANCE, CALCULATED AS TOTAL NET UNITS DIVIDED BY TOTAL INBOUNDED UNITS ON A ROLLING TWELVE (12) MONTH BASIS. ANY SHRINK AT OR BELOW THIS 0.5% THRESHOLD IS ACCEPTABLE OPERATIONAL VARIANCE AND IS NOT REIMBURSABLE. CLAIMS FOR LOSSES WITHIN THIS ALLOWANCE WILL BE DENIED, AND ONLY CLAIMS FOR OPERATIONAL LOSSES THAT EXCEED THE ALLOWANCE ARE ELIGIBLE FOR REVIEW.

12.4 MAXIMUM LIABILITY

WHEN GOODS ARE TRANSPORTED BY A FREIGHT CARRIER ARRANGED BY SUCCINCTIVE, OR WHILE GOODS ARE IN A SUCCINCTIVE FACILITY, YOU AGREE THAT SUCCINCTIVE'S MAXIMUM LIABILITY FOR LOSS OR DAMAGE TO GOODS (INCLUDING ANY LOSS FROM GOODS-COUNT INACCURACIES) WILL BE LIMITED TO THE ACTUAL PRODUCT VALUE OF THE LOST OR DAMAGED GOODS (MEASURED BY THE ORIGINAL PURCHASE INVOICE FROM THE MANUFACTURER OR SUPPLIER, OR THE INVOICES FROM THE ORIGINAL COMPONENT MANUFACTURERS OR SUPPLIERS, IF YOU HAVE ASSEMBLED THE GOODS), SUBJECT TO A CAP OF ONE DOLLAR ($1.00) PER POUND (THE "GOODS DAMAGES CAP"). IN ADDITION, SUCCINCTIVE'S MAXIMUM AGGREGATE LIABILITY TO YOU FOR ANY AND ALL CLAIMS, HOWEVER ARISING AND WHATEVER THE GROUNDS, UNDER OR RELATED TO THIS AGREEMENT, INCLUDING BREACH OF THIS AGREEMENT BY SUCCINCTIVE, WILL NOT EXCEED THE LESSER OF: (I) $10,000, OR (II) ONE HUNDRED PERCENT (100%) OF THE AGGREGATE FEES YOU ACTUALLY PAID FOR SERVICES DURING THE THIRTY (30) DAY PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THE PROVISIONS OF THIS SECTION ALLOCATE RISK UNDER THIS AGREEMENT, AND THE PARTIES HAVE RELIED ON THESE LIMITATIONS IN DECIDING WHETHER TO ENTER INTO THIS AGREEMENT. THE MAXIMUM LIABILITY AMOUNTS SET FORTH IN THIS SECTION APPLY ONLY TO CLAIMS WHERE SUCCINCTIVE'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT HAS BEEN ESTABLISHED AS REQUIRED BY SECTION 12.7, AND THIS SECTION DOES NOT CREATE ANY INDEPENDENT BASIS FOR LIABILITY SEPARATE FROM THAT STANDARD.

12.5 EXCLUSIVE REMEDY

TO THE EXTENT PERMITTED BY LAW, THE GOODS DAMAGES CAP SET FORTH IN THIS SECTION IS YOUR SOLE AND EXCLUSIVE REMEDY AGAINST SUCCINCTIVE FOR ANY CLAIM OR CAUSE OF ACTION WHATSOEVER RELATING TO THE LOSS, DAMAGE, OR DESTRUCTION OF GOODS, AND WILL APPLY TO ALL CLAIMS, INCLUDING CLAIMS FOR GOODS SHORTAGE AND ANY OTHER CLAIMS RELATING TO THE SERVICES (INCLUDING CONVERSION AND THEFT CLAIMS).

12.6 Client-Arranged Shipments: No Succinctive Liability

12.6.1 Scope

This Section applies to any shipment or removal of Goods from a Succinctive Facility where the transportation, carrier arrangement, or physical pickup is not arranged by Succinctive, including without limitation: (a) shipments made under shipping labels provided or arranged by Merchant, including labels from UPS, FedEx, USPS, DHL, or any other carrier selected by Merchant; (b) Goods picked up directly by Merchant, Merchant's employees, Merchant's agents, or any third party acting on Merchant's behalf; and (c) Goods tendered to a freight carrier, freight broker, or other logistics provider arranged by Merchant rather than Succinctive.

12.6.2 No Transit or Post-Handoff Liability

IN ALL SCENARIOS DESCRIBED IN SECTION 12.6.1, SUCCINCTIVE'S RESPONSIBILITY FOR THE GOODS ENDS AT THE MOMENT THE GOODS LEAVE SUCCINCTIVE'S PHYSICAL CUSTODY AND CONTROL.

WHERE MERCHANT PROVIDES A SHIPPING LABEL (UPS, FEDEX, OR ANY OTHER CARRIER): SUCCINCTIVE'S RESPONSIBILITY ENDS AT THE MOMENT THE PACKAGE IS SCANNED OUT OR HANDED TO THE CARRIER AT THE SUCCINCTIVE FACILITY. SUCCINCTIVE BEARS NO LIABILITY FOR LOSS, DAMAGE, DELAY, MISDELIVERY, OR NON-DELIVERY FROM THAT MOMENT FORWARD.

WHERE MERCHANT OR MERCHANT'S AGENT PICKS UP GOODS DIRECTLY FROM A SUCCINCTIVE FACILITY: SUCCINCTIVE'S RESPONSIBILITY ENDS AT THE MOMENT THE GOODS ARE RELEASED TO MERCHANT OR MERCHANT'S AGENT AT THE FACILITY. SUCCINCTIVE BEARS NO LIABILITY FOR LOSS, DAMAGE, OR ANY OTHER HARM FROM THAT MOMENT FORWARD REGARDLESS OF THE CONDITION OF THE GOODS AFTER DEPARTURE.

WHERE MERCHANT SCHEDULES ITS OWN FREIGHT CARRIER OR FREIGHT BROKER: SUCCINCTIVE'S RESPONSIBILITY ENDS AT THE MOMENT THE GOODS ARE TENDERED TO MERCHANT'S FREIGHT CARRIER OR BROKER AT THE SUCCINCTIVE FACILITY. SUCCINCTIVE BEARS NO LIABILITY FOR LOSS, DAMAGE, DELAY, OR NON-DELIVERY FROM THAT MOMENT FORWARD.

SUCCINCTIVE DOES NOT INSURE GOODS IN ANY OF THESE SCENARIOS. MERCHANT IS SOLELY RESPONSIBLE FOR INSURING ITS GOODS AGAINST ALL RISKS. SUCCINCTIVE HAS NO OBLIGATION TO FILE, SUPPORT, OR ASSIST WITH ANY INSURANCE OR CARRIER CLAIM IN CONNECTION WITH ANY SCENARIO DESCRIBED IN THIS SECTION.

12.6.3 Pre-Handoff Error Claims

Succinctive's only potential responsibility in connection with any scenario in Section 12.6.1 is for errors in picking, packing, or count that occurred before the Goods left Succinctive's physical custody and that are directly and solely attributable to Succinctive. Merchant must submit written notice of any such claim to support@succinctive.com within two (2) Business Days of Succinctive's Outbound Notification or, for direct pickups, within two (2) Business Days of the date of pickup. Failure to submit timely written notice constitutes irrevocable acceptance and waives all claims against Succinctive. Submission of notice does not obligate Succinctive to accept the claim or take any action.

12.6.4 Direct Pickup Procedures

Merchant must provide advance written notice to support@succinctive.com before any direct pickup from a Succinctive Facility. Succinctive may require reasonable advance scheduling and may require Merchant or Merchant's agent to present identification and written authorization before Goods are released. Succinctive's release of Goods to any person presenting Merchant's authorization constitutes full discharge of Succinctive's custody obligation for those Goods.

12.6.5 Fees

A packaging and handling fee as set forth in the Pricing and Billing Policies applies to all Merchant-label shipments. Packing slips are not included unless Merchant expressly requests them in writing and pays any applicable fee. Additional fees may apply for freight staging, loading assistance, or after-hours pickup as set forth in the Pricing and Billing Policies.

12.7 GROSS NEGLIGENCE CONDITION

SUCCINCTIVE'S LIABILITY FOR ANY LOSS, DAMAGE, DETERIORATION, OR DESTRUCTION OF GOODS, HOWEVER ARISING, IS LIMITED SOLELY TO INSTANCES OF SUCCINCTIVE'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. WITHOUT LIMITING THE FOREGOING, SUCCINCTIVE IS NOT LIABLE FOR ANY LOSS OR DAMAGE RESULTING FROM ANY CAUSE OUTSIDE SUCCINCTIVE'S DIRECT CONTROL, INCLUDING WITHOUT LIMITATION THEFT, FIRE, FLOOD, WATER OR SPRINKLER LEAKAGE, SMOKE, PEST OR INSECT INFESTATION, ENVIRONMENTAL CONDITIONS, TEMPERATURE OR HUMIDITY FLUCTUATION, MECHANICAL OR ELECTRICAL FAILURE OF SYSTEMS BEYOND SUCCINCTIVE'S CONTROL, POWER OUTAGE, OR ACTS OF GOD. THIS SECTION 12.7 OPERATES IN ADDITION TO, AND DOES NOT LIMIT, THE OTHER LIABILITY LIMITATIONS AND EXCLUSIONS IN THIS SECTION 12.

12.8 NO TRANSIT LIABILITY: SUMMARY STATEMENT

FOR THE AVOIDANCE OF ANY DOUBT, SUCCINCTIVE IS NOT RESPONSIBLE FOR WHAT HAPPENS TO GOODS AFTER THEY LEAVE A SUCCINCTIVE FACILITY. SUCCINCTIVE DOES NOT GUARANTEE DELIVERY. SUCCINCTIVE DOES NOT GUARANTEE DELIVERY TIMELINES. SUCCINCTIVE IS NOT AN INSURER OF GOODS. MERCHANT'S REMEDY FOR ANY TRANSIT ISSUE IS EXCLUSIVELY AGAINST THE CARRIER. MERCHANT ASSUMES ALL RISK OF LOSS IN TRANSIT BY USING THE SERVICES.

13. Termination

13.1 Termination Rights

You may terminate this Agreement at any time and for any reason, provided you have no balance due and owing, by submitting a termination request by email to support@succinctive.com. Succinctive may terminate this Agreement, with or without cause, on thirty (30) days' prior written notice delivered to the Registered Email Address associated with your Account. If this Agreement is terminated by either party without cause, you shall remove all of your Goods from Succinctive Facilities before the effective date of termination. If you fail to remove your Goods within fifteen (15) days after the effective date of termination, storage Fees will continue to accrue, and, following an additional seven (7) days' written notice, you authorize Succinctive to dispose of your Goods at your cost. Notwithstanding the foregoing, Succinctive may, in its sole discretion: (a) terminate this Agreement immediately on notice and without liability if you breach any of Sections 3.2, 4.2, 4.3, 4.4, 4.6, or 8.2, each of which Succinctive considers so severe that immediate termination is justified; (b) suspend Services immediately if you fail to pay any amount owed under this Agreement within the specified payment terms; or (c) suspend Services or terminate this Agreement for any other material breach that is not cured within thirty (30) days after Succinctive's written notice of the breach.

13.2 Default

Your failure to pay Fees or other indebtedness to Succinctive by the due date on your invoice is a material breach of this Agreement and constitutes a default. Succinctive will notify you of the default through the Succinctive Platform and at your Registered Email Address. On default, all amounts you owe to Succinctive (the past-due balance and any other pending invoiced charges) become immediately due and payable, and your total Account balance will begin to accrue interest under Section 5.7. Without limiting any other remedy in this Agreement, if you fail to cure the default within sixty (60) days after Succinctive's notice of default, Succinctive may, in its sole discretion, sell or otherwise dispose of your Goods at your cost in accordance with Section 6.8. A Force Majeure Event affecting either party does not suspend, excuse, or delay any payment obligation or the accrual of interest on overdue balances, as further provided in Section 15.7.

13.3 Consequences of Termination

Your Content may be permanently deleted by Succinctive upon termination of your Account. All payment obligations survive termination or expiration. Any provision of this Agreement that by its express terms or by its nature is intended to survive will continue in effect after termination or expiration. Succinctive will reasonably cooperate in transitioning Services to you or your designee. Before you remove any remaining Goods following termination, you will pay (or pre-pay, as applicable) to Succinctive all outstanding Fees and a good-faith estimate of the Fees to be incurred in removing all Goods from the Succinctive Facility. After all Goods are removed, Succinctive will remit any surplus to you (if the actual Fees are less than the amounts pre-paid) or bill you any deficiency (if the actual Fees exceed the amounts pre-paid).

14. Assignment

You may not assign or transfer this Agreement without Succinctive's prior written consent, which will not be unreasonably withheld or delayed. Succinctive may assign or transfer this Agreement, in whole or in part, without restriction. This Agreement binds and benefits the successors and permitted assigns of the parties.

15. General Provisions

15.1 Entire Agreement

To the extent permitted by law, the parties agree that this Agreement is the complete and exclusive statement of their mutual understanding and supersedes and cancels all prior written and oral agreements, communications, representations, and understandings relating to the subject matter of this Agreement. All waivers and modifications must be in writing and signed by both parties, except as this Agreement otherwise provides. You acknowledge that this Agreement is a legally enforceable contract between you and Succinctive even though it is electronic and not physically signed, and that it governs your use of the Services.

15.2 Severability

If any provision of this Agreement is held unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that the remainder of this Agreement stays in full force and effect and enforceable.

15.3 No Waiver

A party's failure to exercise or enforce any right or provision of this Agreement is not a waiver of that right.

15.4 No Agency or Partnership

No agency, partnership, joint venture, or employment relationship is created by this Agreement, and you have no authority to bind Succinctive in any way.

15.5 Conflict of Terms

Except as specifically set out in an agreement signed by Succinctive, the terms of this Agreement govern over any contrary or conflicting term in any other agreement relating to the Services.

15.6 Notices

All notices under this Agreement must be in writing. Notices are deemed duly given when transmitted by email with confirmation of transmission; the next Business Day if sent for next-day delivery by a recognized overnight delivery service with tracking; or on the confirmed delivery date if sent by certified or registered mail with return receipt requested. All notices to Succinctive including formal legal notices must be sent to support@succinctive.com. Succinctive may update its notice email address by posting the updated address on the Site, effective upon posting. Notices from Succinctive to Merchant will be sent to Merchant's Registered Email Address.

15.7 Force Majeure

Neither party is liable for any failure to perform or delay in performing any obligation under this Agreement caused by a Force Majeure Event, except that the obligation to make payment is expressly excluded from force majeure protection and is not excused or delayed by any Force Majeure Event under any circumstances. Merchant's payment obligations under Section 5, including the obligation to pay Fees when due and to pay interest on overdue balances under Section 5.7, continue in full force and effect regardless of any Force Majeure Event affecting either party. "Force Majeure Event" means the occurrence of an act of God, hurricane, tidal wave, flood, tornado, cyclone, windstorm, earthquake, pandemic, epidemic, disease, public enemy, civil commotion, strike, labor dispute, work stoppage, or other workforce difficulty including in a subcontractor's workforce, failure of a utility provider to supply power, intentional or malicious acts of third parties or any other organized opposition, corruption, depredation, accident, explosion, fire, water or sprinkler leakage, moths, vermin, insect infestation, seizure under legal process, embargo, prohibition on import or export, closure of public highways, railways, airways, or shipping lanes, governmental interference or regulation, or any other contingency similar or dissimilar to the foregoing, in each case beyond the reasonable control of the affected party.

15.8 Changes to the Terms of Service

Succinctive may modify this Agreement from time to time. Where a change is material, Succinctive will provide notice (for example, by email to the Registered Email Address or through the Services) at least fifteen (15) days before the change takes effect. Continued use of the Services after the effective date constitutes acceptance of the modified Agreement.

15.9 Governing Law, Venue, and Jurisdiction

This Agreement and all Claims or disputes between the parties are governed by the laws of the State of Michigan, without regard to its conflict-of-laws rules. All Claims, lawsuits, causes of action, and disputes between the parties shall be brought exclusively in the state or federal courts located in Oakland County, Michigan, and you agree to submit to the exclusive personal jurisdiction and venue of those courts. Notwithstanding the foregoing, all disputes are subject to mandatory arbitration under Section 15.13 before any court proceeding may be initiated except as expressly provided in Section 15.13.5.

15.10 JURY TRIAL WAIVER

EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY AND ALL RIGHTS TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES. EACH PARTY ACKNOWLEDGES THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO ENTER INTO THIS AGREEMENT AND THAT IT HAS REVIEWED THIS WAIVER WITH LEGAL COUNSEL OR HAD THE OPPORTUNITY TO DO SO.

15.11 CLASS ACTION AND REPRESENTATIVE ACTION WAIVER

ALL CLAIMS AND DISPUTES BETWEEN MERCHANT AND SUCCINCTIVE MUST BE BROUGHT ON AN INDIVIDUAL BASIS ONLY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION, COLLECTIVE ACTION, REPRESENTATIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR CONSOLIDATED PROCEEDING. MERCHANT WAIVES ANY RIGHT TO BRING, JOIN, OR PARTICIPATE IN ANY CLASS OR REPRESENTATIVE CLAIM AGAINST SUCCINCTIVE. THIS WAIVER APPLIES TO ALL CLAIMS WHETHER BROUGHT IN ARBITRATION OR IN COURT. IF FOR ANY REASON A CLAIM PROCEEDS IN COURT RATHER THAN ARBITRATION, THIS CLASS ACTION WAIVER APPLIES WITH EQUAL FORCE AND SUCCINCTIVE IS ENTITLED TO DISMISSAL OF ANY PURPORTED CLASS OR REPRESENTATIVE CLAIM.

15.12 CISG Exclusion

The United Nations Convention on Contracts for the International Sale of Goods (CISG) does not apply to this Agreement or to any transaction between Succinctive and Merchant and is expressly excluded in its entirety. The parties affirmatively opt out of the CISG to the fullest extent permitted by law.

15.13 Mandatory Arbitration

15.13.1 Agreement to Arbitrate

Except as provided in Section 15.13.5, any dispute, claim, or controversy arising out of or relating to this Agreement, the Services, or the breach, termination, enforcement, interpretation, or validity of this Agreement, including the determination of the scope or applicability of this agreement to arbitrate, shall be resolved exclusively by binding arbitration rather than in court. This agreement to arbitrate applies to all claims regardless of the legal theory on which they are based.

15.13.2 Rules and Administrator

Arbitration shall be administered by the American Arbitration Association under its Commercial Arbitration Rules in effect at the time the arbitration is initiated except as modified by this Section. Rules are available at www.adr.org. Arbitration shall be conducted by a single arbitrator selected in accordance with the AAA Commercial Arbitration Rules.

15.13.3 Seat and Language

The seat of arbitration shall be Oakland County, Michigan. Arbitration shall be conducted in the English language. The arbitrator's award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.

15.13.4 Costs

Each party shall bear its own costs and attorneys' fees in arbitration except that the arbitrator may award costs and fees to the prevailing party to the extent permitted by this Agreement and applicable law. Succinctive's right to recover Legal Fees under Section 16 applies in arbitration to the same extent as in court proceedings.

15.13.5 Exceptions

Either party may seek emergency or preliminary injunctive or other equitable relief from a court of competent jurisdiction where necessary to prevent irreparable harm without waiving the right to arbitrate the underlying dispute. Succinctive may pursue collection of unpaid Fees through any available legal process without first initiating arbitration.

15.13.6 No Class Arbitration

Arbitration shall be conducted on an individual basis only. The arbitrator has no authority to consolidate claims, conduct class arbitration, or award relief to any person other than the individual parties. This Section incorporates Section 15.11.

15.13.7 Severability

If any portion of this Section 15.13 is found unenforceable, that portion shall be severed and the remainder shall remain in full force. If Section 15.11 is found unenforceable in a particular arbitration, that arbitration shall be stayed pending resolution in a court of competent jurisdiction.

16. Legal Fees and Costs

16.1 Scope and Relationship to Other Provisions

This Section 16 is in addition to, and does not replace, limit, or supersede, the attorneys' fees provisions contained in Section 6.8 (Warehouseman's Lien) and Section 9 (Indemnification). To the extent any provision of this Section 16 overlaps with Section 6.8 or Section 9, the provisions shall be read cumulatively in favor of Succinctive, and Succinctive shall be entitled to recover Legal Fees under whichever provision provides the broadest recovery, without duplication of actual recovery.

16.2 Merchant Responsibility for Legal Fees

Merchant shall be responsible for any and all legal fees, attorneys' fees, court costs, filing fees, expert witness fees, arbitration fees, mediation fees, collection costs, paralegal fees, investigation costs, and all other legal-related expenses (collectively, "Legal Fees") reasonably incurred by Succinctive, its affiliates, officers, directors, employees, agents, subcontractors, or representatives arising out of, relating to, or in connection with:

1. any material breach or alleged material breach of this Agreement by Merchant;
2. any action, claim, suit, counterclaim, cross-claim, arbitration, mediation, administrative proceeding, or other legal or equitable proceeding commenced by Merchant against Succinctive that arises out of or relates to this Agreement, the Services, Merchant's Goods, or Merchant's conduct, in which Succinctive is the prevailing party or the claim is dismissed, withdrawn, or otherwise resolved in Succinctive's favor;
3. the enforcement of any provision of this Agreement by Succinctive against Merchant, where Succinctive prevails;
4. the collection of any unpaid Fees, invoices, or other amounts owed by Merchant to Succinctive, including pre-litigation collection efforts;
5. the enforcement of any lien, security interest, or other remedy available to Succinctive under this Agreement or applicable law, where Succinctive prevails;
6. any response by Succinctive to subpoenas, discovery requests, regulatory inquiries, or governmental investigations arising from or relating to Merchant or Merchant's Goods, where Merchant is the subject or source of the inquiry; and
7. any appeal of any judgment, order, or award arising from any of the foregoing, where Succinctive prevails on appeal.

16.3 Limitation on Waiver of Statutory Rights

Nothing in this Section 16 shall be construed to waive any non-waivable statutory right of Merchant under applicable law. To the extent any provision of this Section 16 is determined by a court of competent jurisdiction to be unenforceable as applied to a particular claim or proceeding, the remaining provisions shall continue in full force and effect, and the unenforceable provision shall be limited to the minimum extent necessary to render it enforceable under Section 15.2 (Severability).

16.4 Merchant's Statutory Rights Preserved Where Required by Law

Merchant retains any rights to recover attorneys' fees or costs that are expressly granted by a non-waivable statute applicable to this Agreement or any dispute between the parties. Except as required by such non-waivable statutes, Merchant waives any right to recover Legal Fees from Succinctive under any contractual, common-law, equitable, or discretionary fee-shifting doctrine.

16.5 Reasonableness Requirement

All Legal Fees recoverable by Succinctive under this Section 16 shall be limited to fees and costs that are reasonable in amount and reasonably incurred. Merchant shall have the right to challenge the reasonableness of any Legal Fees claimed by Succinctive in the forum in which such fees are sought to be recovered.

16.6 Payment Terms for Legal Fees

All Legal Fees owed by Merchant under this Section 16 shall be due and payable within thirty (30) days after Succinctive submits an invoice or written demand for payment, together with reasonable supporting documentation. Unpaid Legal Fees shall accrue interest at the rate set forth in Section 5.7 and shall be subject to the collection, lien, and remedy provisions of this Agreement, including Sections 5.7, 6.8, and 13.2.

16.7 Survival

The obligations set forth in this Section 16 survive termination or expiration of this Agreement.

Appendix A, Definitions

"Abandoned Order"

has the meaning given in Section 6A.9.

"Account"

means your Succinctive account, registered so that Succinctive can provide the Services.

"Agreement"

has the meaning given in Section 2.1.

"Approved Entity"

has the meaning given in Section 5.8.

"APR"

means annual percentage rate.

"Artwork"

means all logos, designs, images, text, fonts, color specifications, and other materials submitted by Merchant to Succinctive for reproduction on Goods through Print and Decoration Services.

"Blank Goods"

means undecorated merchandise, apparel, promotional items, or other substrates procured or received by Succinctive for decoration under an Order.

"Business Days"

means any day that is not a Saturday, Sunday, or Succinctive Holiday as observed at Succinctive's principal place of business.

"Business Hours"

means 9:00 a.m. to 5:00 p.m. Eastern Time on any Business Day.

"Carrier(s)"

means the independent third-party carriers or motor carriers responsible for the actual carriage of your Goods.

"Carrier Charges"

means all costs and fees associated with the carriage of Goods undertaken by or on behalf of Succinctive.

"CDT"

has the meaning given in Section 5.5.

"Claim"

has the meaning given in Section 9.

"Confidential Information"

has the meaning given in Section 8.1.

"Confirmed Delivery"

means the later of: (a) the date and time the carrier's tracking system records delivery to the designated delivery address; or (b) the date and time Merchant or Merchant's authorized representative physically receives the shipment as documented by a signed proof of delivery or comparable receiving record. Merchant bears the burden of establishing actual receipt if claiming a Confirmed Delivery date later than the carrier's tracking record reflects.

"Data Processing Agreement" or "DPA"

has the meaning given in Section 3.4.

"Decorated Goods"

means Goods that have undergone one or more Print and Decoration Services.

"DDP"

means "Delivered Duty Paid," as defined in the Incoterms developed by the International Chamber of Commerce.

"Discloser"

has the meaning given in Section 8.1.

"Fee" or "Fees"

means the fees payable for any Services, together with any third-party fees (including Carrier fees, shipping fees, rates of duty, international brokerage charges, freight charges, insurance premiums, and any other third-party charges incurred by Succinctive in connection with your use of the Services).

"FEFO"

has the meaning given in Section 4.8.1.

"Final Mile Carrier"

means a Carrier responsible for the actual transportation of Goods from a Succinctive Facility to the end customer's doorstep.

"Force Majeure Event"

has the meaning given in Section 15.7.

"Freight Carrier"

means a Carrier responsible for freight transportation of Goods arranged by Succinctive.

"fulfillment"

means the receipt, counting, storage, picking, and packing of Goods.

"General Rate Increase" or "GRI"

means any increase applied by individual Carriers in connection with their operations for Succinctive.

"Goods"

means the physical goods sold by you, including blank merchandise and decorated or printed goods.

"Goods Damages Cap"

has the meaning given in Section 12.4.

"Intellectual Property"

means all intellectual property of any nature, whether registered (including any application for any registered right) or unregistered, including software programs, applications, and websites; confidential information (including know-how, operational processes, and trade secrets); rights in patents; copyright (including future copyright); methodologies; algorithms; inventions; rights in circuit layouts; designs; rights in passing off; trade and service marks (including the goodwill in those marks); domain names; trade names; any right to have confidential information kept confidential; and any other right of a similar nature that may exist anywhere in the world, whether or not capable of registration.

"Legal Fees"

has the meaning given in Section 16.2.

"Legal Requirements"

has the meaning given in Section 4.3.

"License"

has the meaning given in Section 3.1.

"Lien"

has the meaning given in Section 6.8.

"Merchant," "you," and "your"

mean you, the merchant to whom Succinctive provides Services.

"Merchant-Provided Goods"

means Goods received by Succinctive from Merchant or Merchant's suppliers in finished form for fulfillment purposes which Succinctive stores, picks, packs, and ships but does not produce, decorate, or manufacture.

"OFAC"

has the meaning given in Section 4.2.

"Order"

means any instruction, direction, or request by Merchant for Succinctive to perform Services with respect to Goods, including without limitation customer sales orders, business-to-business transfer instructions, event or promotional fulfillment instructions, internal inventory transfers, and any other fulfillment, logistics, or handling instruction, regardless of whether the instruction involves a sale to an end customer.

"Overs and Unders"

has the meaning given in Section 6A.3.

"Outbound Notification"

means the automated or manual notification transmitted by Succinctive or through the Succinctive Platform confirming that a specific shipment has been picked, packed, and tendered to a carrier.

"Peak Season"

means the dates (inclusive) between the fourth Thursday of November and December 24.

"Personal Information"

means any data or information that qualifies as "personal information," "personal data," or any analogous term under applicable law, including any such information relating to an identified or reasonably identifiable natural person.

"Policies"

has the meaning given in Section 2.1.

"Print and Decoration Services"

has the meaning given in Section 6A.1.

"Pre-Shipment Error"

means an error in item selection, quantity, or packing condition attributable solely to Succinctive's performance that occurred before a shipment was tendered to the carrier as evidenced by Succinctive's internal outbound records.

"Priority Order"

has the meaning given in Section 6.3.

"Process"

has the meaning given in Section 3.3.

"Recipient"

has the meaning given in Section 8.1.

"Registered Email Address"

means the email address you provide to Succinctive for your Succinctive account.

"Rejected Goods"

has the meaning given in Section 4.5.

"Representatives"

has the meaning given in Section 8.2.

"SDN List"

has the meaning given in Section 4.2.

"Service Disruption"

has the meaning given in Section 11.2.

"Services"

has the meaning given in Section 2.5.

"SFN Providers"

has the meaning given in Section 2.5.

"Succinctive," "we," "us," and "our"

mean Succinctive LLC and its affiliates.

"Succinctive Facility" or "Succinctive Facilities"

has the meaning given in Section 2.5.

"Succinctive Holiday" or "Succinctive Holidays"

means the public or federal holidays observed by Succinctive Facilities in each country where they operate.

"Succinctive Platform"

means Succinctive's proprietary platform and associated technology for managing Goods, submitting Orders for Services, and fulfilling Orders.

"Site"

means Succinctive's website at www.succinctive.com.

"SLAs"

has the meaning given in Section 7.1.

"Software"

means any software made available to you by Succinctive in connection with the Services.

"Terms of Service"

means this document, published at www.succinctive.com/terms.

"Tracking Data"

has the meaning given in Section 4.8.1.

"Trade Laws"

has the meaning given in Section 4.2.

"Transaction Taxes"

has the meaning given in Section 5.5.

"URO"

has the meaning given in Section 6.1.

"WMS"

means Succinctive's proprietary warehouse management system.

"WRO"

has the meaning given in Section 6.1.

"Your Content"

has the meaning given in Section 3.2.