Warehouse Outbound WMS: Terms of Service

1. Acceptance of These Terms

1.1 Agreement. These Terms of Service (also called the "Terms and Conditions" or the "Terms") are a legally binding agreement between T Trading Inc, whose principal office is at 202-07 32nd Avenue, Flushing, New York 11361 ("T Trading," "we," "us" or "our"), and the business entity that licenses, accesses or uses the Warehouse Outbound WMS ("Customer"). They govern all access to and use of the Software and the Service in every Edition. This includes Editions hosted by T Trading and Editions installed on Customer's own computers. In these Terms, "you" and "your" mean Customer. Where the context refers to an individual person, they also mean the Authorized User who is accessing the Software.

1.2 How these Terms are accepted. Subject to Section 19.1(b), Customer accepts these Terms, and agrees to be bound by them, when any of the following happens first:

• (a) the Owner ticks a box or clicks a button indicating acceptance on Customer's behalf at sign-in or elsewhere in the Software;
• (b) an individual with authority to bind Customer signs or accepts an Order Form or other written document that refers to these Terms, or accepts these Terms on Customer's behalf by email;
• (c) after these Terms have been presented to the Owner (for example at the Owner's sign-in or in an Order Form) or emailed to Customer's Notice Address (Section 24.5), Customer uses any part of the Software or Service, including through a Desktop Component; or
• (d) Customer pays an invoice or Order Form that refers to these Terms.

When an Authorized User other than the Owner accepts these Terms at sign-in, that user accepts only as an individual under Section 1.5, not for Customer. Section 19.1(b) explains when these Terms start to apply to a Customer that was already using the Software before the Effective Date. Section 20 explains how later versions are accepted.

1.3 Electronic agreement and signature. You agree to each of the following, to the fullest extent permitted by Applicable Law, including the U.S. Electronic Signatures in Global and National Commerce Act and New York's Electronic Signatures and Records Act:

• (a) these Terms may be accepted electronically;
• (b) clicking, ticking or otherwise indicating acceptance is your electronic signature and has the same legal effect as a handwritten signature;
• (c) these Terms, Order Forms, notices, Acceptance Records and other communications may be provided, signed and kept in electronic form; and
• (d) electronic communications satisfy any legal requirement that a communication be in writing.

You will not dispute the validity or enforceability of these Terms because they were formed, accepted or recorded electronically.

1.4 Authority to bind Customer.

• Who accepts for Customer. Customer accepts these Terms through its Owner at sign-in (Section 1.2(a)), or through an individual with authority to bind Customer who signs or accepts an Order Form or other written document, or accepts by email (Sections 1.2(b) and 21.5). Other Authorized Users do not accept for Customer through the Software. They accept only as individual users under Section 1.5.
• Customer's Owner. Customer must make sure that the individual who controls the Owner account is authorized to accept these Terms, and later versions of them, on Customer's behalf. By designating or keeping an Owner, Customer gives that individual this authority.
• Representation. Each individual who accepts these Terms for Customer represents and warrants that he or she:
  • (a) is authorized to accept these Terms on Customer's behalf and to bind Customer to them; and
  • (b) does accept them on Customer's behalf.
• Individuals without authority. An individual without that authority must not accept these Terms on Customer's behalf, but may accept them as an Authorized User under Section 1.5. To the extent permitted by law, an individual who falsely states that he or she has authority to bind Customer is personally responsible to T Trading for loss caused by that false statement.
• T Trading's own Edition. In an Edition that T Trading operates for its own warehouse, T Trading is also the Customer. There, this Section 1.4 does not apply, and the Owner's confirmation at sign-in is made under Section 3.5, not as acceptance for a separate Customer.

1.5 Acceptance by Authorized Users as individuals. Every Authorized User, including the Owner, must accept the current version of these Terms before signing in through a web browser (Section 20). This section applies to you as an individual Authorized User, such as an employee or contractor of Customer, whether or not you also accept these Terms for Customer under Section 1.4:

• (a) you accept these Terms on your own behalf for the provisions that apply to you as an individual user. These are:
  • Sections 4.6 (Restrictions), 6 (Accounts, Credentials and Security Responsibilities), 10 (Acceptable Use), 15 (Confidentiality) and 21 (Records of Acceptance);
  • Sections 16 (Warranties and Disclaimer) and 17 (Limitation of Liability), which limit T Trading's liability to you in the same way, and within the same total limit, as they limit its liability to Customer; and
  • for claims between you and T Trading, Sections 23.1 to 23.7 as Section 23.9 describes, including the jury-trial waiver (Section 23.4) and the class and representative action waiver (Section 23.5);
• (b) you acknowledge that Sections 7.8, 8.15 and 21 have told you that the Software records your activity, calculates Performance Metrics about you and records your acceptance of these Terms, and that Customer can see or obtain those records;
• (c) you will use the Software only on Customer's behalf, with Customer's permission and within the permissions Customer gives you; and
• (d) accepting as an Authorized User does not bind Customer to these Terms or to a new version of them, and does not make you personally responsible for Customer's payment, indemnification or other obligations as Customer. Customer is bound only as Sections 1.2, 1.4, 19.1 and 20.5 describe.

Customer remains bound by these Terms for all use by its Authorized Users. Section 1.7 applies to Authorized Users under eighteen (18). In T Trading's own Edition, this Section 1.5 applies only as Section 3.5 describes.

1.6 Business use only. The Software and Service are provided only for business and commercial purposes. They are not offered to consumers and must not be used for personal, family or household purposes. Customer confirms that:

• it is a business entity, or a sole proprietor acting in a business capacity; and
• it is not entering into these Terms as a consumer.

To the extent permitted by law, laws that apply only to consumer transactions do not apply to these Terms.

1.7 Minimum age. Only individuals who are at least eighteen (18) years old and legally able to enter into a binding contract may accept these Terms on Customer's behalf. Customer may allow personnel under eighteen (18) to use the Software only where Applicable Law allows Customer to employ them in that work, and Customer is responsible for that use. When an Authorized User under eighteen (18) accepts these Terms at sign-in, that acceptance is an acknowledgment of these Terms only and does not bind him or her personally under Section 1.5(a). Customer remains responsible under Section 3.3 for that person's compliance with these Terms.

1.8 If you do not agree. If you do not agree to these Terms, do not accept them and do not access or use the Software or Service. An Authorized User who does not accept the current version cannot sign in through a browser. If Customer does not agree, Customer must stop using the Software. Customer may end its subscription as described in Sections 19 and 20.6.

1.9 Other documents. These Terms include every Order Form and every other document these Terms refer to. Section 24.2 explains which document controls if they conflict.

1.10 T Trading Wholesale is separate. T Trading also operates the T Trading Wholesale website. Business customers use it to request and buy wholesale products.

• Which terms govern purchases. The Wholesale Website's own terms and privacy notice govern access to that website and purchases made through it. So do the quotes, invoices and written order terms agreed for each order. These Terms do not.
• Neither set of terms changes the other. These Terms do not amend those documents, and those documents do not amend these Terms.
• Rights for wholesale goods are preserved. Nothing in these Terms, including Sections 16 and 17, limits any right or remedy Customer has for wholesale goods under the Wholesale Website terms, the applicable order documents or Applicable Law.
• What the Software shows. Sections 8.13 and 8.14 describe the limited, read-only ways the Software may display and use information from the Wholesale Website.
• Disputes. Section 23 does not apply to disputes about wholesale products, wholesale orders or the Wholesale Website.

2. Definitions

2.1 In these Terms, the following words have the meanings below.

• "Acceptance Record" has the meaning given in Section 21.1.
• "Administrator" means the Owner and any other Authorized User whom Customer has given access to the Software's administration pages or functions.
• "Admin PIN" means the separate numeric code that some Editions require before an Administrator can open administration pages or use administration functions.
• "Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with a party. "Control" means owning more than fifty percent (50%) of the voting interests.
• "Aggregated Data" has the meaning given in Section 5.6.
• "Applicable Law" means all laws, statutes, regulations, ordinances, rules, orders, judgments and binding government guidance that apply to a party or its activities. This includes laws on privacy, data protection, data security, consumer protection, e-commerce, employment, workplace monitoring, shipping, tax, export control and sanctions.
• "Authorized User" means an individual whom Customer allows to access the Software under Customer's account, each using his or her own sign-in details. This includes the Owner, other Administrators, and Customer's employees and contractors.
• "Beta Feature" has the meaning given in Section 14.5.
• "Confidential Information" has the meaning given in Section 15.1.
• "Current Edition" means an Edition based on version 1.9 or later of the Software.
• "Customer" means one of the following:
  • the business entity named in an Order Form; or
  • if there is no Order Form, the business entity for which the Owner accepted these Terms; or
  • for T Trading's own internal use of the Software, T Trading (Section 3.5).
• "Customer Data" means all data, files and content that Customer or its Authorized Users (or anyone acting for them) submit, upload, enter, generate or store in the Software. It includes Uploaded Files, End Consumer Data, Employee Data, and order, scan, packing, printing, inventory, cost, pricing and statistics records. It also includes Customer's display name and branding. It does not include the Software, the Documentation, Aggregated Data or Acceptance Records. T Trading processes Acceptance Records under Section 21.8.
• "Data Storage" means the place where the Software keeps Customer Data for a particular Edition, as described in Sections 8.2 and 8.3.
• "Desktop Component" means any software T Trading provides for installation on a computer to work with the Software. This includes:
  • the desktop printing agent application and any customer-branded version of it;
  • the older script-based printing agent, which is distributed as a downloadable code package;
  • any standalone Label Generator application; and
  • installers, launchers and update tools.
• "Documentation" means the user guides, help text, on-screen instructions, release notes, README files, update notes and other materials T Trading provides that describe the Software.
• "Earlier Edition" means an Edition based on version 1.8 or earlier of the Software, whether installed locally or hosted.
• "Edition" means a particular version, configuration, deployment or customer-branded form of the Software made available to Customer, including a Hosted Edition or a Local Edition.
• "Effective Date" means the date shown as the "Effective date" at the top of this version of these Terms. That is the only place where it is stated.
• "Employee Data" means Personal Information about Authorized Users. This includes usernames and former usernames, account identifiers, permission settings, activity records and Performance Metrics (but not Acceptance Records, which Section 21.8 governs).
• "End Consumer" means any individual whose Personal Information appears in Customer Data because he or she bought from, received a shipment from, or otherwise dealt with Customer. This includes marketplace buyers and shipment recipients. End Consumers are not parties to these Terms.
• "End Consumer Data" means Personal Information about End Consumers. This includes buyer usernames and buyer IDs, recipient names, delivery addresses, city and state, order details, and any other information in Uploaded Files or shipping labels.
• "Export Window" has the meaning given in Section 8.19.
• "Fees" means all amounts payable under an Order Form or these Terms.
• "Feedback" has the meaning given in Section 5.7.
• "Hosted Edition" means an Edition that T Trading operates through its hosting provider and that Authorized Users reach over the internet at a web address T Trading provides.
• "Intellectual Property Rights" means all rights of the following kinds anywhere in the world, whether registered or unregistered, including all applications, registrations, renewals and extensions:
  • patents
  • copyrights
  • trademarks, service marks, trade names and trade dress
  • trade secrets
  • database rights
  • moral rights
  • rights in software, designs and know-how
  • all other intellectual property and proprietary rights
• "Label Generator" means the Software's barcode label generator feature and any standalone barcode label application T Trading provides.
• "Legal Email Address" means T Trading's legal email address stated in Section 25.
• "Local Edition" means an Edition that Customer installs and runs on a computer Customer owns or controls, rather than an Edition hosted by T Trading.
• "Marketplace" means TikTok Shop and any other online marketplace, sales channel or platform from which Customer obtains order files, shipping labels or packing slips.
• "Notice Address" has the meaning given in Section 24.5.
• "Notice Period" means fifteen (15) days.
• "Order Form" means any document that sets out the Editions, Fees, Subscription Term, Usage Limits or other commercial terms for Customer's use of the Software. It includes order forms, quotes, proposals, statements of work and invoices, and an email confirmed in writing by T Trading. To be an Order Form, a document must be issued or accepted in writing by T Trading. Terms in Customer's purchase orders are never part of an Order Form.
• "Owner" means the main administrator account for Customer's Edition and the individual who controls it.
• "Pairing Key" means the secret key that links a Desktop Component or Printing Computer to a particular station in the Software.
• "Performance Metrics" has the meaning given in Section 8.15.
• "Personal Information" means information that does any of the following:
  • identifies an identified or identifiable individual;
  • relates to or describes such an individual; or
  • can reasonably be linked to such an individual.

  It also includes any information defined as "personal information," "personal data" or a similar term under Applicable Law.

• "Printing Computer" or "station" means a computer or browser profile that is registered with the Software as a scan or printing station. It includes any computer running a Desktop Component that is paired with a station.
• "Prohibited Data" has the meaning given in Section 7.7.
• "Security Incident" means a breach of security that T Trading discovers, or reasonably believes has occurred, in systems controlled by T Trading or by its service providers acting on its behalf (Section 8.12), and that leads to unauthorized access to Customer Data, or to its accidental or unlawful destruction, loss, alteration, disclosure or acquisition. It does not include:
  • unsuccessful attempts or activities that do not compromise the security of Customer Data, such as pings, port scans, blocked sign-in attempts, or denial-of-service attacks that do not lead to access to Customer Data; or
  • incidents in systems that Customer or its Authorized Users control, including Local Editions, Printing Computers, and Customer's own computers, networks and accounts.
• "Service" means the Hosted Editions and any support, maintenance or related services T Trading provides, together with the Software as made available through them. Unless the context requires otherwise, references to the Service include the Software.
• "Software" means the Warehouse Outbound WMS in every Edition and form, whether object code, source code, scripts or any other form. It includes:
  • the scan station
  • order file and shipping label import and printing
  • the Label Generator
  • inventory features
  • analytics and Performance Metrics
  • administration tools
  • the New Releases page and the Wholesale Link
  • the Desktop Components and the Documentation
  • all updates, upgrades, fixes, modifications and derivative works of any of the above
• "Subscription Term" means the period during which Customer is licensed to use the Software, as set out in the Order Form, including renewals. If there is no Order Form, it means the period during which T Trading makes the Software available to Customer.
• "T Trading Parties" has the meaning given in Section 17.1.
• "Third-Party Services" has the meaning given in Section 11.1.
• "Uploaded Files" means every file uploaded by or for Customer. This includes marketplace order exports (for example, CSV files), shipping labels and packing slips (for example, PDF files), ZIP archives, spreadsheets, templates and images.
• "Usage Limits" has the meaning given in Section 4.4.
• "Wholesale Link" has the meaning given in Section 8.14.
• "Wholesale Website" or "T Trading Wholesale" means the wholesale website that T Trading operates at ttradingwholesale.com, and any successor website.

2.2 Other capitalized terms have the meanings given where they are defined in these Terms.

3. Parties and Roles

3.1 T Trading. T Trading developed the Software and owns and licenses it. For Hosted Editions, T Trading also operates the Service through its hosting provider.

3.2 Customer. Customer is the licensee. As between T Trading and Customer:

• Customer decides who its Authorized Users are and what permissions they have;
• Customer decides what data is uploaded or entered into the Software and for what purposes; and
• Customer is the "business," "controller" or equivalent under Applicable Law for Personal Information in Customer Data.

3.3 Authorized Users. Authorized Users include:

• (a) the Owner, who manages Customer's Edition, creates and removes other Authorized Users, and sets their permissions;
• (b) other Administrators, to the extent Customer grants them administration access; and
• (c) Customer's employees and contractors who use the scan station, printing, inventory, Label Generator and other features Customer allows.

Customer is responsible for every Authorized User. Every act or omission of an Authorized User in connection with the Software is treated as Customer's act or omission.

3.4 End Consumers. End Consumers are not parties to these Terms and have no rights under them.

• Customer's relationship. Customer alone is responsible for its relationship with End Consumers. This includes its privacy notices, its handling of End Consumers' requests, customer service, product quality, shipping, returns and communications.
• T Trading's position. T Trading has no direct relationship with End Consumers and does not contact them through the Service.

3.5 T Trading's own use of the Software. T Trading may operate an Edition for its own warehouse. For that Edition, T Trading is also the Customer, and the following rules apply:

• What applies. Only Sections 1.5 (other than its references to Sections 16, 17 and 23), 1.7, 4.6, 6, 10, 15, 21, 24.8, 24.10 and 24.11 apply, read with the definitions in Section 2, and only to the individuals who use that Edition as Authorized Users, together with T Trading's internal staff policies. Where the two conflict, T Trading's internal staff policies control.
• What does not apply. Sections 9, 16, 17, 18 and 23 do not apply, and neither does any other provision that assumes T Trading and Customer are different parties.
• Sign-in. At sign-in to that Edition, the Owner confirms that these Terms apply to that Edition, and to him or her as an Authorized User, only as this Section 3.5 describes. Every other Authorized User accepts them as T Trading staff, to the same extent. For staff under eighteen (18), that acceptance is an acknowledgment only, as Section 1.7 describes.
• Employment. Nothing in these Terms changes the terms of any individual's employment with T Trading. T Trading will give its own staff, separately from these Terms, the workplace-monitoring notices that Applicable Law requires.

3.6 Customer's contractors. Customer may allow its contractors, such as temporary staffing providers or third-party logistics personnel working in Customer's operations, to use the Software as Authorized Users. They may use it only to support the business operations Section 4.1 allows, and only under Customer's supervision. Customer is responsible for their compliance with these Terms.

3.7 Customer-branded Editions. An Edition may show Customer's name, a customer-specific display name or other branding. This does not change the fact that T Trading owns and licenses the Software, and it does not give Customer or any third party any ownership or other rights in the Software.

4. License Grant and Restrictions

4.1 License grant. Subject to Customer continuing to comply with these Terms, T Trading grants Customer a limited, non-exclusive, non-transferable, non-sublicensable and revocable license. The license lasts for the Subscription Term and allows Customer to:

• (a) access and use the Service; and
• (b) install and run the Desktop Components, and any Local Edition licensed to Customer, on computers that Customer owns or controls, in the form in which T Trading delivers them.

Customer may use the Software only for its own internal business operations. These are receiving, storing, picking, packing, labeling and shipping Customer's own products and orders, or, where an Order Form or other written confirmation from T Trading allows, orders Customer fulfills for its own clients. All use must also stay within the Usage Limits and follow the Documentation. Customer may allow its Authorized Users to use the Software on Customer's behalf on the same terms.

4.2 Desktop Components and Local Editions.

• Copies. Customer may make only the copies of Desktop Components and Local Editions that are reasonably needed for the licensed use. Customer may also keep one archival copy for backup purposes.
• Where to get them. Customer must obtain Desktop Components, Local Editions and updates only from T Trading or through the Service.
• Configuration. Customer may configure them only as described in the Documentation.

4.3 Documentation. Customer may use and copy the Documentation only for its internal use of the Software.

4.4 Usage Limits. Customer's use is limited to what is stated in the Order Form or the Documentation, or enforced by the Software (the "Usage Limits"). Usage Limits may include:

• the number of Authorized Users, Administrators, stations or Printing Computers. For example, some Editions allow only a fixed number of assigned Printing Computers;
• the number of Editions or deployments;
• storage capacity; and
• file size and upload limits. For example, Current Editions accept files of up to 300 MB each.

Customer must not exceed the Usage Limits. If Customer does, T Trading may do any of the following:

• enforce the limits technically;
• invoice Customer for the excess use at T Trading's then-current rates; or
• require Customer to reduce its use.

4.5 Storage capacity. Each Hosted Edition has finite storage space. When storage is full, uploads, printing, saving and other operations may fail. T Trading may require Customer to delete data or to buy more storage, and may pass on or charge for the cost of additional storage. Subject to Section 17.6, T Trading is not responsible for any failure, delay or loss caused by Customer's Edition reaching its storage capacity.

4.6 Restrictions. Except as these Terms or a signed Order Form expressly allow, Customer must not, and must not allow or help any Authorized User or third party to:

• (a) copy, frame, mirror, republish, download or reproduce any part of the Software;
• (b) modify, translate, adapt, alter or create derivative works of the Software or Documentation, except as Section 4.8 allows;
• (c) decompile, disassemble or reverse engineer the Software, or otherwise try to derive its source code, algorithms, data structures, file formats, database structures or protocols. This includes the protocol between the Service and the Desktop Components. The only exceptions are (i) to the extent that Applicable Law expressly allows it despite this restriction, and (ii) as Section 4.8 allows;
• (d) sell, resell, rent, lease, lend, license, sublicense, distribute, assign, transfer, time-share or otherwise make the Software available to any third party;
• (e) use the Software as a service bureau, outsourcing service, application service provider, hosting service or managed service for anyone else, or process orders for third parties, unless an Order Form or other written confirmation from T Trading expressly allows it (Section 4.1);
• (f) circumvent, disable, weaken, tamper with or interfere with any of the Software's controls, or create or use a counterfeit, altered or unauthorized license file or owner record. These controls include:
  • license checks, license files, owner records and digital signatures
  • license expiry and lock-out functions
  • the Admin PIN
  • sign-in attempt limits and session controls
  • station and computer binding, and Pairing Keys
  • per-page permissions
  • upload validation
  • Usage Limits, including limits on the number of Printing Computers
  • any other security, access or usage control;
• (g) remove, alter or obscure any proprietary notice, trademark, copyright notice, version identifier, license notice, or link to these Terms;
• (h) access or use the Service with robots, spiders, scrapers, crawlers, scripts or other automated means, other than the Desktop Components T Trading provides, used as documented;
• (i) scrape, harvest, mine or systematically extract data or content from the Software, except for Customer's own Customer Data through features the Software provides;
• (j) put an unreasonable or disproportionate load on the Service, send excessive requests, or carry out or help any denial-of-service or similar attack;
• (k) probe, scan or test any part of the Service for vulnerabilities, or breach or try to breach any security or authentication measure, without T Trading's prior written permission (see Section 25 for reporting security issues);
• (l) access or try to access another customer's Edition, data or accounts, or any part of the Service that Customer is not authorized to use;
• (m) use the Software, or any information obtained from it, to build, train, improve or help build a competing product or service;
• (n) copy the Software's features, functions, workflows, screens, user interface or "look and feel";
• (o) access the Software for competitive analysis;
• (p) publish or disclose to any third party the results of any benchmark, performance, security, penetration or comparison test of the Software without T Trading's prior written consent;
• (q) use the Software in violation of Applicable Law, Marketplace or carrier terms, or third-party rights, or for any fraudulent, deceptive or unlawful purpose;
• (r) knowingly upload or send viruses, malware or other harmful code. The Software may reject files that contain scripts, actions, forms or attachments;
• (s) share accounts or sign-in details, or let anyone who is not an Authorized User use the Software;
• (t) use the Software for the benefit of anyone other than Customer, except for fulfilling orders for Customer's own clients where Section 4.1 allows it;
• (u) combine the Software with other software, or distribute it, in a way that would make any part of the Software subject to open-source license obligations;
• (v) use the Software to store or process Prohibited Data (Section 7.7);
• (w) use the Software where its failure could lead to death, personal injury, or serious physical, property or environmental damage;
• (x) reconfigure a Local Edition so that other computers or the internet can reach it, except as the Documentation expressly allows;
• (y) disclose Pairing Keys, license files, owner records or security configuration to anyone who is not authorized to have them; or
• (z) try to do any of the above.

4.7 Human-readable code. Parts of the Software may be delivered in human-readable form. Examples include Python scripts, HTML, JavaScript and CSS files, and Local Editions or script-based Desktop Components delivered as source files. This gives Customer no right to copy, modify, reuse or distribute that code, except as Section 4.8 allows. Every restriction in Section 4.6 applies to it fully.

4.8 Open-source and third-party components. The Software includes components licensed by third parties, including open-source components. For example, the desktop printing agent applications use libraries licensed under the GNU Lesser General Public License (the "LGPL").

• Governing licenses. Those components are governed by their own license terms to the extent those terms require. Nothing in these Terms restricts any right that an open-source license grants. This includes any right under the LGPL to modify the LGPL-licensed libraries, to relink the Software with modified versions of them, and to reverse engineer the Software to the extent needed to debug such modifications.
• Notices and source code. T Trading will provide any notices, license texts and source code that those licenses require, in the manner they require. This may be in the Documentation, with the Desktop Components, or on request sent to the Legal Email Address.

4.9 License controls and verification.

• Built-in controls. The Software contains technical license controls. It may stop working, or move into a locked or restricted state, when its license expires or the Subscription Term ends.
• Local Editions. T Trading may decline to issue or renew a license file for a Local Edition. The Local Edition then stops working when its current license expires.
• Hosted Editions. T Trading may control access by suspending or turning off the hosted service.
• Compliance check. On reasonable notice, T Trading may ask Customer to certify in writing that it is complying with these Terms and the Usage Limits. Customer must respond within ten (10) business days.
• Excess use. If Customer has used the Software beyond the Usage Limits, Customer must pay for that excess use at T Trading's then-current rates. This does not limit T Trading's other remedies.

4.10 Reservation of rights. The Software is licensed, not sold. T Trading and its licensors reserve all rights not expressly granted in these Terms. No right or license is granted by implication, by estoppel or otherwise.

4.11 Revocation. T Trading may revoke or suspend the license in this Section 4 as provided in Section 19.

5. Ownership and Intellectual Property

5.1 T Trading's ownership. T Trading and its licensors own all right, title and interest, including all Intellectual Property Rights, in and to the following:

• (a) the Software, including its source code, object code, scripts, algorithms, database and file structures, file formats and protocols;
• (b) the Software's user interfaces, screens, designs, layouts, workflows, graphics, icons and sounds;
• (c) the Desktop Components and the Documentation;
• (d) all updates, upgrades, fixes, modifications, customizations and derivative works of any of the above, whoever made them;
• (e) Aggregated Data; and
• (f) all know-how, methods and techniques used to provide the Service.

These Terms give Customer no ownership interest in any of them. To the extent any part of them is not protected by Intellectual Property Rights, it remains T Trading's Confidential Information and is protected by these Terms, including Sections 4.6, 4.7 and 15.

5.2 Customizations and work product. This section applies to any customization, configuration, integration, feature, fix, report, customer-branded Edition or other work that T Trading makes relating to the Software.

• Ownership. T Trading owns all such work, even if Customer requested, specified or paid for it. It forms part of the Software and is licensed to Customer under these Terms. A signed written agreement can override this only if it expressly states otherwise.
• Assignment. To the extent Customer or its Authorized Users acquire any rights in such work, Customer assigns them, and will make sure its Authorized Users assign them, to T Trading.
• What this does not cover. This Section 5.2 does not cover Customer Data or Customer's own trademarks.

5.3 Trademarks.

• What T Trading owns. The following belong to T Trading, whether registered or not:
  • "T Trading," "T Trading Inc," "T Trading Wholesale," "Warehouse Outbound" and "Warehouse Outbound WMS"
  • related names, logos and trade dress
  • the domain names used for the Service
• No license. These Terms grant no license to use T Trading's trademarks.
• What Customer must not do. Customer must not register or use any name, mark or domain name that is confusingly similar to them.
• Third-party marks. Third-party names and marks mentioned in the Software or these Terms, such as the names of Marketplaces, carriers and hosting providers, belong to their owners.

5.4 Customer Data. As between the parties, Customer keeps all right, title and interest in and to Customer Data. T Trading gains no ownership of Customer Data under these Terms.

5.5 License to T Trading to use Customer Data.

• Scope. Customer grants T Trading a worldwide, non-exclusive, royalty-free license to host, copy, store, transmit, process, display, back up and restore Customer Data. The license also covers modifying Customer Data, for example by parsing, converting, formatting, splitting, redacting or restoring it.
• Sublicensing. T Trading may sublicense this license only to service providers that process Customer Data on T Trading's behalf under Section 7.5(i), and only for the purposes in Section 7.4.
• Purposes. Customer Data may be used only for the purposes in Section 7.4 and as otherwise described in these Terms.
• Duration. The license lasts for the Subscription Term and for any later period during which T Trading keeps Customer Data under Section 8.

5.6 Aggregated Data.

• What it is. T Trading may create technical and statistical information about how the Software and Service work, derived from data and logs T Trading already holds for Hosted Editions. Examples include error types, performance, volumes, storage use and which features are used. The Software does not send usage telemetry to T Trading.
• The condition. This information is "Aggregated Data" only if it is aggregated or de-identified so that it does not identify, and cannot reasonably be used to identify, Customer, any Authorized User or any End Consumer.
• How T Trading may use it. T Trading may use Aggregated Data for any lawful purpose, including to maintain and improve the Software.
• T Trading's commitments. Aggregated Data will not contain End Consumer Data or Customer's Confidential Information in identifiable form. T Trading will not attempt to re-identify Aggregated Data, will take reasonable measures to prevent its re-identification, and will contractually prohibit anyone it shares Aggregated Data with from re-identifying it. This Section 5.6 is T Trading's public commitment not to re-identify Aggregated Data. Where Applicable Law sets further conditions for de-identified data, T Trading will follow them.

5.7 Feedback.

• What it is. Customer or its Authorized Users may give T Trading suggestions, ideas, feature requests, bug reports or other comments about the Software or Service ("Feedback").
• T Trading's rights. T Trading may use Feedback without restriction and without any obligation to Customer. Customer grants T Trading a perpetual, irrevocable, worldwide, royalty-free, fully paid-up, transferable and sublicensable license to use, copy, modify, commercialize and otherwise exploit Feedback in any way.
• Confidentiality. Feedback is not Customer's Confidential Information.
• What Feedback must not contain. Customer must not include End Consumer Data, passwords or other Customer Data in Feedback, except in a support request that needs it.

5.8 Customer branding. Customer may set a display name for its Edition and, where the Edition supports it, other branding.

• License to T Trading. Customer grants T Trading a non-exclusive license to display that branding in Customer's Edition and in related Documentation and support materials.
• Customer's warranty. Customer warrants that it has the right to use the branding.
• What not to put in the display name. Customer must not put Personal Information or confidential information in the display name, because it may be visible without signing in (Section 8.20).

5.9 Publicity. T Trading may identify Customer by name as a user of the Software, including in customer lists, only with Customer's prior written consent. Customer may withdraw that consent in writing at any time, and T Trading will then stop within a reasonable time. T Trading will not issue press releases about Customer without Customer's prior written consent.

5.10 No implied rights. Except as expressly stated in these Terms, neither party grants the other any right or license in its Intellectual Property Rights.

6. Accounts, Credentials and Security Responsibilities

6.1 Owner account.

• Designation. Customer must designate an Owner. The Owner must be an individual who is authorized to accept these Terms for Customer (Section 1.4).
• Initial credentials. For Hosted Editions, T Trading may create the Owner account, set its initial sign-in details and give them to Customer. T Trading therefore knows the Owner's initial password. The Owner should ask T Trading to change it after the first sign-in.
• Changing the Owner password. The Owner record is digitally signed, so the Owner password cannot be changed in the Software. T Trading changes it at the Owner's request, after verification under Section 6.11. T Trading treats Owner passwords as Confidential Information and uses them only to set up or change Owner access, or as Customer asks.
• Keeping them secret. Customer must keep Owner sign-in details confidential. If they may have been exposed, Customer must ask T Trading to change them promptly.
• Owner's responsibilities. The Owner is responsible for managing Authorized Users and their permissions.
• Change of Owner. If Customer's Owner changes, for example because the individual leaves Customer, Customer must notify T Trading in writing. T Trading may require reasonable proof of Customer's authority before it changes Owner access (Section 6.11).

6.2 Authorized User accounts and permissions.

• One account per person. Each Authorized User must have his or her own account. Accounts must not be shared, and generic or group accounts are not allowed.
• Printing accounts. As the only exception, Customer may create a dedicated account for each Printing Computer, for a Desktop Component to sign in with. That account must be used only for printing and must have only the permissions printing needs. Its password must be protected as Section 6.3 requires.
• Permissions. The Owner and other Administrators give each Authorized User permissions for specific pages and functions. Customer is responsible for giving each Authorized User only the access he or she needs. This matters especially for:
  • access to scanning and order pages, which show End Consumer Data;
  • administration pages;
  • analytics, including other users' Performance Metrics;
  • printing and station set-up; and
  • inventory and cost information.

6.3 Credentials. Each Authorized User must do all of the following:

• (a) choose a password that meets the Software's requirements. Current Editions require at least twelve (12) characters for employee passwords;
• (b) keep his or her password and Admin PIN confidential;
• (c) not reuse passwords used for other services;
• (d) not write passwords where others can see them, or store them in shared documents or configuration files. This includes the configuration file of the older script-based printing agent;
• (e) change the password immediately if it may have been exposed or, for the Owner, ask T Trading to change it (Section 6.1); and
• (f) never type a password into the username field. The Software records the username entered in each sign-in attempt (Section 8.8(d)).

6.4 Admin PIN. Where Customer's Edition uses an Admin PIN:

• Setting one. Each Administrator must set an Admin PIN, keep it secret and keep it different from his or her password.
• When it locks. Admin access unlocked with the PIN locks again after a period of inactivity, at sign-out, and when the Service restarts.
• Locking before walking away. Administrators must lock administration pages, or sign out, before leaving a computer unattended.
• Its limits. The Admin PIN is an additional check. It does not replace password security, and it may not protect an account whose password someone else knows. Customer must protect passwords accordingly.

6.5 Printing Computers and Pairing Keys. A person or device that has a station's Pairing Key, together with valid Authorized User sign-in details, can receive that station's print jobs. Those jobs include shipping labels that show End Consumers' names and delivery addresses. Customer must:

• (a) keep Pairing Keys secret;
• (b) install Desktop Components only on Printing Computers that Customer controls;
• (c) protect the operating-system user accounts on those computers;
• (d) disconnect or re-pair the station, using the Software's controls or by contacting T Trading, if a Printing Computer is lost, stolen, retired, reassigned or compromised; and
• (e) physically secure printers, printed labels and packing slips, and destroy or securely dispose of spoiled or unused labels.

Earlier Editions provide fewer security controls (Section 8.17(c)). Customer should give accounts in an Earlier Edition only to people it trusts with printing access, and should move to a Current Edition.

Where Pairing Keys are kept, by Edition:

• Desktop printing agent application: the operating system's secure credential store.
• Older script-based printing agent: a configuration file in the agent's folder on the Printing Computer. Customer must restrict access to that folder.

6.6 Departing or reassigned personnel. When an Authorized User leaves Customer or no longer needs access, Customer must act promptly, and in any event by the end of that individual's last working day or change of role. Customer must:

• (a) deactivate or remove the account, or reduce its permissions;
• (b) change any shared secret the individual knew or may have known, such as the Owner password (by asking T Trading, Section 6.1), Admin PINs, Pairing Keys and Printing Computer passwords;
• (c) disconnect Desktop Components on computers the individual controlled; and
• (d) recover Customer's devices and printed materials from the individual.

Subject to Section 17.6, T Trading is not responsible for access by former personnel whose access Customer has not removed.

6.7 Customer's devices, networks and premises. Customer is responsible for all of the following:

• the computers, browsers, operating systems and user accounts used to access the Software
• networks and internet connections
• printers, drivers and print spoolers
• operating-system keychains and credential stores
• anti-malware software and software updates
• physical security of its premises and equipment
• secure disposal of devices, drives and printed materials

Authorized Users must sign out of shared computers when they finish.

6.8 Notice of unauthorized access. Customer must notify T Trading at the Legal Email Address promptly, and in any event within twenty-four (24) hours, after becoming aware of any of the following:

• actual or suspected unauthorized access to Customer's accounts, sign-in details, Admin PINs, Pairing Keys, Printing Computers or Edition; or
• the loss or theft of a device that runs a Desktop Component or a Local Edition.

How to report, and what follows:

• Customer's actions. Customer must change the affected sign-in details and cooperate with T Trading's investigation.
• What to leave out. Reports must not include passwords, Pairing Keys or End Consumer Data.

6.9 Responsibility for account activity.

• Customer's responsibility. Customer is responsible for all activity under its accounts and through its Printing Computers and Desktop Components, whether or not Customer authorized it. The only exceptions are:
  • activity caused by T Trading's breach of these Terms;
  • activity by T Trading personnel, or by tools T Trading operates; and
  • activity resulting from a Security Incident.
• T Trading's reliance. T Trading may treat any sign-in, instruction or action made with Customer's sign-in details or Pairing Keys as authorized by Customer.

6.10 T Trading's protective actions. Subject to Section 17.6, T Trading may take any of the following actions without liability:

• (a) suspend or lock any account, session, station, Pairing Key or Desktop Component;
• (b) sign users out;
• (c) require users to reset passwords or PINs;
• (d) block access from particular sources; or
• (e) restrict features.

T Trading may do so where it reasonably believes the action is needed for any of the following purposes:

• to protect the Service, Customer, other customers, End Consumers or T Trading;
• to respond to a suspected Security Incident or misuse; or
• to comply with law.

Where practicable, T Trading will notify Customer, and it will restore access once the issue is resolved.

6.11 Verification and account recovery.

• Proof of identity and authority. Before it resets Owner sign-in details, changes Owner access, or discloses or deletes Customer Data at someone's request, T Trading may require reasonable proof of that person's identity and authority to act for Customer.
• Refusal. T Trading may refuse if it is not reasonably satisfied.
• No liability. Subject to Section 17.6, T Trading is not liable for refusing in good faith. It is also not liable for acting on instructions that reasonably appeared to come from Customer's Owner or another authorized representative.

7. Customer Data and End-Consumer Data

7.1 Customer's responsibility. Customer alone is responsible for Customer Data. This includes its accuracy, quality, integrity and legality, how it was obtained, and Customer's right to upload and use it. T Trading does not review, verify or check Customer Data, and it has no obligation to do so.

7.2 Rights to upload marketplace files and labels. Customer represents and warrants that each of the following is true, and will remain true while Customer uses the Software:

• (a) Customer obtained every Uploaded File lawfully from a Marketplace, carrier or other source for which Customer is an authorized seller or account holder;
• (b) Customer has every right, permission, consent and legal basis it needs, under Applicable Law and under the terms and policies of each Marketplace and carrier, to do the following:
  • upload End Consumer Data and other Customer Data to the Software;
  • store and process it there for order fulfillment; and
  • have T Trading process it as these Terms describe, including for the retention periods in Section 8.9;
• (c) Customer complies with every Marketplace and carrier restriction on the use, storage, retention, sharing, security and deletion of buyer and recipient information. This includes any limit on how long such information may be kept. Where needed to comply, Customer will delete data using the Software's features, or ask T Trading in good time to delete or redact it (Section 8.10). For limits on how long information may be kept, this paragraph (c) applies to the extent Customer can comply by using the Software's features and the deletion and redaction service in Section 8.10;
• (d) Customer has given End Consumers and Authorized Users every notice, and obtained every consent, that Applicable Law requires; and
• (e) no Customer Data infringes, misappropriates or violates any third party's rights or any Applicable Law.

T Trading is not responsible for deciding whether any Marketplace's or carrier's rules allow Customer's use of the Software.

7.3 What Uploaded Files contain.

• Stored exactly as uploaded. The Software stores Uploaded Files exactly as they are uploaded, byte for byte. That includes every column and field the Marketplace put in the file, whether or not the Software uses it.
• What the Software reads from order exports. The Software reads specific fields: order ID, product name, seller SKU, unit price, quantity, tracking number, cancellation or return type, buyer username, recipient name, city and state.
• What it reads from packing slips. It reads the tracking number, order ID, buyer ID, item lines and quantities.
• What shipping labels show. Shipping labels show the recipient's name, full delivery address and a carrier barcode.
• Parsed copies. Parsed copies of buyer usernames, recipient names, cities and states are kept in batch data and completion records, as described in Section 8.4.
• Minimizing the data. Customer should upload only the files needed for fulfillment and should not add extra Personal Information to them.

7.4 T Trading's role and the purposes it may use data for. For Personal Information in Customer Data, Customer is the business or controller, and T Trading acts as its service provider, contractor or processor. This does not apply to Acceptance Records, which T Trading processes for its own purposes under Section 21.8.

• Customer's instructions. T Trading processes such Personal Information only on Customer's behalf and on Customer's documented instructions. These Terms, the Order Form, Customer's use and configuration of the Software, and written requests from the Owner together make up Customer's complete instructions.
• Permitted purposes. T Trading processes Customer Data only for the following purposes:
  • (a) to provide, host, operate and maintain the Service;
  • (b) to give support and troubleshooting that Customer requests;
  • (c) to keep the Service secure, prevent fraud and abuse, and protect its integrity;
  • (d) to carry out updates, migrations, imports, repairs, restorations and backups;
  • (e) to comply with Applicable Law and legal process;
  • (f) to enforce these Terms and protect the rights, property and safety of T Trading, Customer and others;
  • (g) to create Aggregated Data as Section 5.6 allows; and
  • (h) to diagnose, test and fix defects in the Software, using Customer Data only where reasonably needed for that purpose and never to develop unrelated products or services.

7.5 Service-provider commitments. For Personal Information in Customer Data, T Trading will:

• (a) not sell it, and not share it for cross-context behavioral advertising, as "sell" and "share" are defined under Applicable Law, including the California Consumer Privacy Act as amended;
• (b) not use it for targeted advertising, marketing or profiling;
• (c) not keep, use or disclose it for any purpose other than those in Section 7.4, or outside T Trading's direct business relationship with Customer;
• (d) not combine it with Personal Information that T Trading receives from other sources or collects in its own dealings with individuals, except where Applicable Law allows a service provider to do so;
• (e) meet the obligations that Applicable Law places on it as a service provider, contractor or processor, and give the level of privacy protection that law requires;
• (f) notify Customer if it decides it can no longer meet these obligations;
• (g) allow Customer, on reasonable notice, to take reasonable and appropriate steps to stop and correct any use of that Personal Information that these Terms do not authorize;
• (h) make sure that the people it authorizes to access that Personal Information are bound by confidentiality obligations;
• (i) use service providers only as described in Section 8.12; bind each service provider that processes that Personal Information on T Trading's behalf by written terms, which may be the provider's standard business or data-processing terms, that require it to protect that Personal Information and to use it only to provide its services, as Applicable Law requires; and remain responsible for their compliance with those terms;
• (j) make available to Customer the information reasonably necessary to demonstrate T Trading's compliance with this Section 7.5, on written request made no more than once in any twelve (12) months and at Customer's cost. T Trading will first do so by answering a reasonable written questionnaire. If Applicable Law requires more, T Trading will allow, and cooperate with, a reasonable assessment by Customer or by an independent assessor Customer appoints. Any such assessment will take place on reasonable notice, during business hours, under confidentiality obligations and at Customer's cost; and
• (k) at the end of the services, delete or return that Personal Information as Section 8.19 describes, unless Applicable Law requires T Trading to keep it.

T Trading certifies that it understands these restrictions and will comply with them.

7.6 Data processing agreement. If Applicable Law requires a separate data processing agreement with Customer, T Trading will enter into one on Customer's written request, on terms consistent with these Terms. If that agreement conflicts with these Terms on data processing, that agreement controls to the extent of the conflict.

7.7 Prohibited Data. Customer must not upload, enter or store any of the following in the Software ("Prohibited Data"):

• (a) payment card numbers, card security codes, magnetic-stripe or chip data, or any other cardholder data regulated by the Payment Card Industry Data Security Standard;
• (b) bank account numbers together with their access details, online banking passwords, or other sign-in details for financial accounts;
• (c) government-issued identification numbers or documents, such as Social Security numbers, passport numbers, driver's license or state ID numbers, or individual taxpayer identification numbers;
• (d) health, medical or health-insurance information, including protected health information under HIPAA;
• (e) biometric data;
• (f) Personal Information collected from children in violation of the Children's Online Privacy Protection Act or similar laws;
• (g) passwords or sign-in details for third-party accounts, such as Marketplace seller accounts, unless a Software feature expressly asks for them;
• (h) information about racial or ethnic origin, religious beliefs, sexual orientation, union membership, criminal history, precise geolocation, or any other category treated as "sensitive" under Applicable Law, except where it appears in the ordinary content of Marketplace files; or
• (i) technical data controlled under export-control laws.

What is not Prohibited Data, and related duties:

• Ordinary Marketplace content. The ordinary content of Marketplace order exports and shipping labels is not Prohibited Data. This includes names, addresses, order details, buyer usernames, and any phone numbers the Marketplace includes. However, Customer must not add Prohibited Data to those files.
• Free-text fields. Customer must not put Personal Information into free-text fields that do not need it. Examples are station names, batch names, item names, notes and the display name.
• T Trading's rights. T Trading has no liability for Prohibited Data and may delete it.

7.8 Employee Data and workplace monitoring. The Software records each Authorized User's activity and calculates Performance Metrics (Section 8.15). As between the parties, Customer is the employer and is responsible for Employee Data. Customer must:

• (a) give every notice, and obtain every acknowledgment or consent, that Applicable Law requires for monitoring employees and contractors electronically. This includes any law that requires written notice of electronic monitoring;
• (b) comply with all Applicable Law on labor, employment, wages and hours, discrimination, privacy, collective bargaining, and automated decision-making or employment decision tools. This includes laws on warehouse production quotas and on employees' access to their work-speed data, such as New York Labor Law Article 21-A and California Labor Code section 2100 and following;
• (c) not make decisions about discipline, termination, pay, scheduling or promotion based only on Performance Metrics, without meaningful human review (see Section 13.2); and
• (d) respond to requests from its personnel about their Employee Data.

Customer's notices are its own. The acknowledgment an Authorized User gives under Section 1.5(b) does not satisfy Customer's own notice, posting or acknowledgment duties as employer, including under New York Civil Rights Law § 52-c.

7.9 Requests from individuals. An End Consumer, Authorized User or other individual may send T Trading a request about Customer Data, such as a request to access, delete, correct or opt out.

• Redirecting the request. To the extent the law allows, T Trading will refer the requester to Customer or pass the request to Customer. T Trading will not otherwise respond, except to acknowledge the request and redirect it, unless Customer instructs it to or Applicable Law requires it.
• Assistance. T Trading will give Customer reasonable help to respond, taking into account the nature of the processing. Where possible, that help will be through features of the Software. Where it is not possible, it will be at Customer's written request. T Trading may charge its then-current rates for work beyond reasonable effort.

7.10 Legal demands. T Trading may receive a subpoena, court order, warrant or other legal or government demand for Customer Data. In that case, T Trading may disclose Customer Data as Applicable Law requires. Where the law allows, T Trading will make reasonable efforts to notify Customer before it discloses the data, so that Customer can seek a protective order or other remedy at Customer's own expense.

7.11 Customer decides how long data is kept. Customer is responsible for deciding how long Customer Data should be kept to meet its legal, Marketplace and business obligations. The Software's default retention (Section 8.9) may be longer than a Marketplace or Applicable Law allows. Customer must use the Software's deletion features, or ask T Trading to delete or redact data (Section 8.10), as needed to comply.

8. Where Your Data Goes and How It Is Handled

8.1 Scope of this Section. This Section 8 describes how the Software and Service handle Customer Data as of the Effective Date.

• Editions. Editions differ. Where the difference matters, this Section separates Hosted Editions from Local Editions, and Current Editions (version 1.9 or later) from Earlier Editions (version 1.8 or earlier). The Software or the Documentation shows which version Customer's Edition is.
• Changes. T Trading will not change the Software or Service in a way that materially reduces the protection of Customer Data described in this Section 8 unless it first publishes a new version of these Terms under Section 20. The only exceptions are changes required by Applicable Law and changes needed to respond to a security threat.
• Not warranties. This Section describes technical operation for transparency. It is not a warranty that the Software will operate without errors (Section 16).
• Commitments. Where this Section 8 says that T Trading "will" do something, that is a binding obligation of T Trading.

8.2 Hosted Editions.

• (a) Hosting provider. T Trading hosts Hosted Editions on Render (render.com), a third-party cloud platform. Render provides the servers, the persistent storage disks, the HTTPS encryption for connections, the build systems and the platform logs. Render handles data under its own terms and policies.
• (b) Separate instance and storage. Each Hosted Edition runs as its own application instance with its own persistent storage disk (its "Data Storage"). One customer's Hosted Edition data is not stored in another customer's Data Storage.
• (c) Location. Customer Data in Hosted Editions is stored on the hosting provider's cloud servers, in a region that T Trading selects for Customer's Edition. On written request, T Trading will tell the Owner which region currently hosts Customer's Edition. T Trading may change the hosting region or the hosting provider. Where practicable, T Trading will notify Customer at its Notice Address (Section 24.5) at least thirty (30) days before moving Customer's Data Storage to a different country.
• (d) Web addresses and DNS. Authorized Users reach Hosted Editions at web addresses on the hosting provider's domain (onrender.com) or on subdomains of ttradingwms.com. Cloudflare provides DNS for those subdomains. It is set up for DNS only: Cloudflare translates the name into the hosting provider's address. It is not set up to route, inspect or store Service traffic.
• (e) Encryption in transit. Connections to Hosted Editions use HTTPS (TLS), which the hosting provider supplies. Plain HTTP requests to the ttradingwms.com addresses are redirected to HTTPS.
• (f) Data at rest. Stored data is protected by:
  • access controls;
  • restricted file permissions on certain sensitive files; and
  • the security measures of the hosting environment.

  T Trading makes no representation that stored data is encrypted, whether by the Software or by the hosting provider.

• (g) Access from other countries. T Trading personnel may access Hosted Editions remotely from the places where they work, which may be inside or outside the United States. The service providers in Section 8.12, including the AI-assisted tools, may process Customer Data in the countries where they or their own providers operate, under their own terms. On written request, T Trading will tell the Owner the countries from which its personnel regularly access Hosted Editions, and the processing locations that those service providers publish. T Trading will comply with Applicable Law that restricts access to, or transfer of, Personal Information across borders. Section 8.16 describes T Trading's access.
• (h) T Trading's own computers. T Trading may keep copies of parts of Customer Data on computers and accounts it controls, as Section 8.16(g) describes.

8.3 Local Editions.

• (a) Data stays on Customer's computer. A Local Edition keeps Customer Data in the Software's data folder on the computer where it is installed (its "Data Storage"). By default, a Local Edition accepts connections only from that same computer.
• (b) No access by T Trading. T Trading does not receive or host Customer Data in a Local Edition, and has no remote access to it. The exceptions are:
  • Customer sends Customer Data to T Trading, for example as files attached to a support request; or
  • Customer grants T Trading access, for example through screen sharing or a remote-access session.

  Section 8.12 describes the communication and remote-support services T Trading uses for this.

• (c) Internet connections a Local Edition makes. A Local Edition, and the Software pages it shows in the browser, connect to the internet only as follows:
  • (i) when installed or first started, the launcher may download software packages from the Python Package Index. These downloads contain no Customer Data;
  • (ii) Earlier Editions load fonts from Google Fonts when a page opens, so Google receives that computer's IP address and browser information;
  • (iii) Editions that include the New Releases page contact the Wholesale Website as described in Section 8.13;
  • (iv) where the Wholesale Link is connected, the Local Edition contacts the Wholesale Website as described in Section 8.14;
  • (v) any connection Customer itself configures; and
  • (vi) the browser loads product images and opens links on the New Releases page, as described in Section 8.13.
• (d) Standalone Label Generator. A standalone Label Generator application runs on the computer where it is installed and does not connect to the Service.
• (e) Customer's responsibility. Customer is responsible for the security, backup, retention and deletion of Customer Data in Local Editions. This includes securing the computer and its operating-system accounts, encrypting its disk and making backups. T Trading has no obligation to recover data lost from a Local Edition.

8.4 What the Software stores. The table below lists the main categories of data the Software stores. It applies to both Hosted Editions and Local Editions unless it says otherwise.

Performance Metrics are calculated from the activity log and completion records each time they are viewed. They are not stored separately.

8.5 Uploaded Files and End Consumer Data.

• (a) How files arrive. Uploaded Files reach the Software only when an Authorized User uploads them. In Current Editions these can be:
  • CSV order exports;
  • PDF label and packing-slip files; or
  • a ZIP archive holding one CSV file and up to fifty (50) PDF files.

  The Software has no automatic connection to any Marketplace and does not fetch orders from Marketplaces.

• (b) How they are stored.
  • Current Editions: Uploaded Files first go into a restricted-access staging folder in Data Storage. Once loaded into a batch, they become part of the Edition's lasting records (Section 8.9).
  • Earlier Editions: Uploaded Files are stored in Data Storage under their original file names.
• (c) Who can see End Consumer Data. At least the following can see End Consumer Data:
  • (i) Authorized Users with scanning permission (in Earlier Editions, every signed-in user) can see order details for the current batch, including buyer usernames, recipient names, cities and states;
  • (ii) Administrators can see saved batches and completion records, including buyer and recipient names; and
  • (iii) Printing Computers, and anyone who has a station's Pairing Key together with valid sign-in details (Section 6.5), receive shipping labels that show full delivery addresses.

  Printed shipping labels show full delivery addresses to anyone who handles them. T Trading's access is described in Section 8.16.

• (d) Barcode reading. The Software reads carrier barcodes on shipping labels on the server or computer that runs the Software. It does not send them to carriers or to any other third party.
• (e) Statistics imports. Where statistics features are available, the Software keeps a full copy of each imported Marketplace order export, including its financial columns, in the statistics database.

8.6 Printing and Desktop Components.

• (a) Desktop printing agent application. On each Printing Computer, the desktop application:
  • keeps a small settings file in the current operating-system user's application-data folder. The file holds a random agent identifier and the language, background and start-up preferences;
  • keeps the station configuration, including the server address, station and Pairing Key, and any pending print receipt, in the operating system's secure credential store (macOS Keychain or Windows Credential Manager). It does not fall back to storing them as plain text;
  • keeps the Authorized User's password and session only in memory while it runs, and never saves them to disk;
  • connects only to the hosted web address of the Edition it was issued for;
  • saves each downloaded label to a temporary folder for the current operating-system user, and deletes it after handing it to the operating system's print spooler. Leftover files from a crash are deleted at the next start. The print spooler, printer drivers and printers may keep their own copies of print jobs, which T Trading does not control;
  • reports the names of available printers to the Service, which holds them in memory only. Only the chosen printer is stored;
  • can be set to start when the user signs in to the computer, if the user chooses; and
  • sends no telemetry, has no local network listener and does not update itself automatically.
• (b) Older script-based printing agent. The older script-based printing agent, downloadable as a code package:
  • keeps the server address, station, Pairing Key and username in a configuration file in the program's folder;
  • keeps its identity and pending-job files in the same folder; and
  • in "save-only" mode, saves label PDFs to a folder, where they stay until Customer deletes them.

  Customer must not store passwords in that configuration file, even if earlier instructions said to. Customer must also protect the folder it is in.

  • Help from T Trading. On request, T Trading will help Customer remove any password from that configuration file and move to the desktop printing agent application.
  • Recommendation. T Trading recommends that each Printing Computer sign in with a dedicated printing account that has only the permissions printing needs (Section 6.2).
• (c) Printing from a Hosted Edition. When a label is printed through a Desktop Component, the Service does the following:
  • creates a temporary one-label file;
  • sends it to the paired Printing Computer; and
  • deletes the temporary file.

  The original Uploaded File stays in Data Storage (Section 8.9). Print files for the Label Generator are deleted when the job is archived. Label Generator labels contain batch, date and item codes and no End Consumer Data, unless an Authorized User types it in. Authorized Users should not do so.

• (d) Direct printing. When the Software prints directly from the computer that runs it, as a Local Edition does, it makes a temporary copy of the label for the printer. If no physical printer is available, or the chosen printer saves to PDF (for example, "Microsoft Print to PDF"), the label is saved as a PDF in Data Storage. There is no automatic deletion of these files (Section 8.9).

8.7 Browser cookies and storage.

• (a) One cookie. The Software sets one cookie. It is a strictly necessary sign-in session cookie that scripts cannot read and that is limited to the Software's own site. On Hosted Editions it is sent only over HTTPS.
  • Current Editions: the session ends after twelve (12) hours, or earlier at sign-out.
  • Earlier Editions: the cookie lasts for the browser session. Authorized Users must sign out when they finish.
• (b) Local browser storage. The Software keeps these settings in the browser's local storage:
  • a random computer identifier;
  • the chosen language and the light or dark theme;
  • navigation, sidebar and panel-layout preferences;
  • an operator name on the scan page (older feature);
  • which notices were dismissed; and
  • page-specific display preferences.

  These settings stay in the browser. The one exception is the computer identifier, which is sent with each request to identify the station. Clearing browser storage, or using a new browser profile or a private window, creates a new station record.

• (c) No tracking. The Software uses no advertising, analytics or tracking cookies, pixels or similar technologies.
• (d) Voice prompts. The scan page may use the browser's built-in speech feature to read out box numbers and sorting status. It never reads out names or other End Consumer Data. Some browsers and operating systems use cloud speech services, which the browser or operating-system vendor operates.

8.8 Network addresses, sign-in records and logs.

• (a) IP addresses in application data. Apart from Acceptance Records (Section 21), the Software does not record IP addresses in its application data, and its request logging is turned off.
• (b) Hosting-provider logs. The hosting provider's platform and network logs may record connection details such as IP address, browser identification, requested page and time. These logs are kept under the hosting provider's own policies. T Trading may use them to operate, troubleshoot and secure the Service.
• (c) Error logs. Some unexpected errors may write the connecting IP address and port to server error logs, which the hosting provider keeps.
• (d) Sign-in records. The activity log records successful and failed sign-in attempts, with the username entered, the time and the station. It does not record the password field. If a user types a password into the username field by mistake, that text is recorded as the username entered (Section 6.3(f)).
• (e) Sign-in attempt limits. Information used to limit repeated failed sign-in attempts is temporary and is not kept in Data Storage.

8.9 Retention. The table below shows how long the Software keeps each category of data as of the Effective Date. T Trading may change retention by updating the Software, subject to Sections 8.1 and 8.21. Customer can ask for earlier deletion under Section 8.10.

The retention setting for Customer's Edition is stated in the Order Form, or is available from T Trading on request.

8.10 Deletion during the Subscription Term.

• (a) What deleting in the Software does. Deleting a batch removes the batch entry and its snapshot. In Current Editions it does not remove the original Uploaded Files, activity-log entries or completion records for that batch. Removing an Authorized User does not erase that user's name from historic records.
• (b) Deletion requests for Hosted Editions. The Owner may ask T Trading in writing, at the Legal Email Address, to delete specified Customer Data from a Hosted Edition's Data Storage. Examples include:
  • Uploaded Files older than a stated date;
  • saved label files; or
  • End Consumer Data for identified orders.

  Once T Trading has verified the request (Section 6.11), it will use commercially reasonable efforts to carry it out within thirty (30) days, including for copies on computers and accounts T Trading controls (Section 8.16(g)), and will confirm when it is done.

• (c) Redaction and limits.
  • Redaction instead of deletion. Where deleting whole records would break append-only logs, completion records or revision histories, T Trading will instead redact or pseudonymize the End Consumer Data fields in those records, such as buyer and recipient names.
  • Limits. T Trading may decline or narrow a deletion request, or offer an alternative such as redacting specific fields, only to the extent that deletion would (i) delete Acceptance Records (Section 21.8), (ii) conflict with security needs, or with a legal obligation or legal hold that applies to T Trading, or (iii) be technically impracticable. In each case T Trading will tell Customer why.
  • Legally required deletion. Nothing in this Section 8.10(c) allows T Trading to refuse to delete or redact Personal Information that Applicable Law or a Marketplace requires Customer to delete, except to the extent Applicable Law allows a service provider to refuse.
  • Charges. T Trading may charge its then-current rates for requests that need substantial manual work. It will not charge for deletion or redaction that Applicable Law or a Marketplace requires.
• (d) Deletion is permanent. Deleted data cannot be recovered. Customer should export any data it needs before asking for deletion.
• (e) Backup copies. Copies of deleted data may remain in backups until those backups are deleted, which happens no later than the period in Section 8.11(b)(iii), and in hosting-provider snapshots until they expire (Section 8.11(c)).
• (f) Local Editions. In Local Editions, Customer deletes or redacts data itself, following the Documentation or T Trading's reasonable instructions, which T Trading will give on request.

8.11 Backups and data loss.

• (a) No automatic backups. As of the Effective Date, T Trading does not run automatic or scheduled backups of Hosted Editions.
• (b) Manual backups. T Trading may make manual backup copies of all or part of a Hosted Edition's Data Storage, but is not obligated to. For example, it may do so before updates, maintenance, migrations, imports or restorations. These copies:
  • (i) are kept within the Hosted Edition's hosting environment. They are not a separate disaster-recovery copy, and an event that affects the live data may also affect them. They are deleted together with the Data Storage under Section 8.19(e);
  • (ii) may contain full copies of Customer Data. This includes End Consumer Data, Employee Data, and account and security records;
  • (iii) are deleted no later than ninety (90) days after they are made, unless a longer period is needed for a legal hold, to investigate a Security Incident or a dispute, or at Customer's written request; and
  • (iv) cannot be accessed through the Software.
• (c) Hosting-provider snapshots. The hosting provider may keep its own snapshots of storage disks. T Trading does not control them. They expire under the hosting provider's policies and settings. On request, T Trading will tell Customer the retention period that currently applies.
• (d) No guarantee of restoration. T Trading does not guarantee that any backup exists or can be restored. Restoring a backup may overwrite changes made after the backup was taken.
• (e) Customer's own copies. Customer must keep its own copies of any Customer Data it needs, including original Marketplace files and exported records. The Software is not Customer's system of record for Marketplace orders, shipments, accounting or tax.
• (f) Local Editions. Customer alone is responsible for backing up Local Editions.
• (g) Liability. T Trading's liability for any loss or corruption of data is limited as set out in Section 17.

8.12 Third parties that host, receive or can access data.

Not used. As of the Effective Date, the Service does not use any of the following:

• a connection to TikTok Shop or any other Marketplace interface (files are uploaded by Authorized Users);
• a connection to carriers (barcodes are read locally);
• advertising networks, analytics, tracking pixels, session recording, telemetry, or crash- or error-reporting services;
• email or text-message sending by the Software itself; or
• T Trading's online license-verification service. The Software contains an optional online license mode that would send license information and the Owner's sign-in details to that service. It is not turned on in any Edition. T Trading will tell Customer before turning it on for Customer's Edition.

Changes. T Trading may add or replace service providers, subject to the following:

• Advance notice. T Trading will notify Customer at its Notice Address (Section 24.5) at least the Notice Period before a new provider begins hosting Hosted Editions or having ongoing access to their Data Storage. Where a provider must be replaced urgently for security reasons or to keep the Service running, T Trading will notify Customer at its Notice Address as soon as practicable instead. This advance notice does not apply to changes among the business email, file-sharing, cloud-storage and remote-support services described in the table, but Section 7.5(i) applies to them.
• Objection. Customer may object in writing on reasonable data-protection grounds within the Notice Period after the notice. The parties will discuss the objection in good faith. If they cannot resolve it within thirty (30) days, Customer may terminate the affected subscription by written notice, which takes effect as Section 19.2 describes. T Trading will then refund any prepaid Fees for the unused part of the Subscription Term.
• Flow-down. T Trading will engage each new provider only as Section 7.5(i) requires.
• These Terms. Material changes will also appear in an updated version of these Terms (Section 8.21).

8.13 New Releases page.

• (a) Availability. Some Editions include a New Releases page that shows products newly released on the Wholesale Website. Only the Owner can open it.
• (b) The request. When the Owner opens the page, the Hosted Edition or Local Edition asks the Wholesale Website for a public product list. The request contains no Customer Data, no cookies, no sign-in details and no account identifiers. The Wholesale Website receives the network address of the server or computer making the request and a fixed software identifier, as with any web request. For a Local Edition, that network address is usually Customer's public IP address. Results may be cached for a short time.
• (c) Product images. Product images load straight into the Owner's browser from the Wholesale Website, or from other image hosts named in the feed. Those hosts can therefore see the Owner's IP address and browser information. The browser is told not to send them the address of the Software page it is on.
• (d) Links. Links on the page open the Wholesale Website in a new tab. The Wholesale Website's own terms and privacy notice apply there.
• (e) Informational only. The page is for information only. The Wholesale Website and the applicable order documents govern availability, specifications, pricing and ordering.

8.14 T Trading Wholesale Link (read-only).

• (a) Availability. Some Editions may offer an optional, read-only connection to Customer's account on the Wholesale Website (the "Wholesale Link"). It stays off unless the Owner connects it.
• (b) Connecting. The Owner starts the connection in the Software and is sent to the Wholesale Website to sign in and approve it. The Wholesale Website then issues a read-only access token. The token is kept in Data Storage in a file with restricted permissions. While connecting, the Software sends the Wholesale Website only the Software's own web address and one-time approval codes. After that, each of its requests sends only the access token and, for a product photo, which photo it asks for. As with any web request, the Wholesale Website also receives the network address of the server or computer making the request and a fixed software identifier. For a Local Edition, that network address is usually Customer's public IP address.
• (c) What it reads. The Wholesale Link reads only the orders of Customer's own wholesale account, the account approved under (b). Its access token works for that account only. From those orders, the Software keeps only:
  • the account's business name;
  • each order's identifier, reference, status and order date;
  • for each order line: its identifier, product name, product identifier and SKU, number of cases, units per case and units, status, shipping method, estimated arrival date, delivery date, shipment tracking (batch numbers, tracking numbers and carton counts) and product photo; and
  • each order line's invoice unit price in U.S. dollars. A price stated in another currency, or one the Software cannot read, is not used.

  The Software uses this information only to show which wholesale account is connected and the incoming stock, to calculate the cost of goods received and to calculate the amounts shown for any invoice adjustment for units not received. The Software's cost, pricing and statistics features then use that cost of goods received (Section 13.3). Unit prices, and the costs and amounts calculated from them, are shown only to the Owner and to Administrators whom Customer has given inventory-administration access, and, where the Edition uses an Admin PIN, only after they unlock it. Product photos are downloaded through the Software's server (for a Local Edition, the computer where it is installed) using the same read-only access, kept in Data Storage and shown from there. Authorized Users' browsers do not connect to the Wholesale Website to load them.

• (d) What it never reads or shows. Apart from the invoice unit price described in (c), the Wholesale Link never reads or shows any price or amount from the Wholesale Website, such as order totals, shipping charges or taxes. It never reads or shows invoice documents, payment information, contact details or notes.
• (e) What it can never do. Neither the Wholesale Link nor any other part of the Software can place, change, cancel, approve or pay for any wholesale order, or change Customer's wholesale account, other than revoking the Software's own read-only access when the Owner disconnects the Wholesale Link. Wholesale orders are submitted and approved only through the Wholesale Website or with T Trading's wholesale team. Pricing, payment, changes and cancellations are handled under the Wholesale Website terms and the applicable quote, invoice or order terms, never through the Software.
• (f) Disconnecting. The Owner can disconnect the Wholesale Link at any time. Disconnecting revokes the access token. Order lines already imported, including their unit prices and saved product photos, stay as inventory records until they are deleted.
• (g) Status information. Estimated arrival and shipment information comes from the Wholesale Website and may not be current. It is not a guaranteed delivery date. The Wholesale Website terms and the applicable order documents govern delivery.
• (h) The Wholesale Website's own processing. The Wholesale Website's privacy notice governs how it processes Customer's wholesale account information.

8.15 Employee activity records and Performance Metrics.

• (a) What is recorded. The Software records, for each Authorized User:
  • each scan, wrong or duplicate scan, bin or box assignment, completion, print result, batch action and administrative change;
  • each sign-in and failed sign-in attempt;
  • which station and user is packing each package; and
  • inventory changes made by each user, where available.

  Each record carries the user's name or account identifier, the station and the time.

• (b) What is calculated. The Software calculates the following measures for each Authorized User (the "Performance Metrics"):
  • packages completed;
  • average and median time per package. This combines scan time with a packing estimate, measured from the completion of one package to the same user's next scan;
  • scan pace and pack pace;
  • packages per hour;
  • daily trends;
  • "flagged" gaps that are much longer than usual for that day (currently more than four times the day's median, subject to minimums); and
  • a live view of each user's last activity and of which users were active in the last two minutes.
• (c) Who can see it.
  • Current Editions: each user can see his or her own Performance Metrics. Administrators with analytics access can see other users' metrics after unlocking the Admin PIN. Only Administrators can see flag details.
  • Earlier Editions: every signed-in user can see every user's package counts, averages and rates. Flags are hidden.
• (d) T Trading. T Trading personnel may see these records while providing support (Section 8.16).
• (e) Retention. These records are kept as stated in Section 8.9, including after a user is removed.
• (f) Customer's obligations. Customer's obligations for this data are set out in Sections 7.8 and 13.2.

8.16 Access by T Trading.

• (a) Hosted Editions. T Trading has administrative access to the hosting environment and to all Customer Data in Hosted Editions.
• (b) Limited purposes. T Trading accesses and uses Customer Data only for the purposes in Section 7.4. Examples include:
  • installing updates and migrating data;
  • investigating errors;
  • loading, replacing or moving files and records at Customer's request;
  • restoring or repairing data;
  • responding to security events; and
  • meeting legal obligations.

  In doing so, T Trading may change Customer Data where reasonably necessary, and will use reasonable care.

• (c) Who has access.
  • T Trading's people: T Trading's employees and contractors who need access for the purposes in Section 7.4. T Trading will ensure that each of them is bound by confidentiality obligations.
  • Tools: the software-development and IT-operations tools described in Section 8.12, including AI-assisted tools operated under T Trading's direction, currently OpenAI (ChatGPT and Codex) and Anthropic (Claude). At T Trading's direction, these tools may be used with access to the hosting environment and to Customer Data, including to load, move, repair or restore Customer Data, but only for the purposes in Section 7.4. T Trading will not use Customer Data with these tools to develop new features. T Trading will give these tools only the Customer Data that the task reasonably needs and, where the provider offers them, will use account settings under which the provider does not use Customer Data to train its models. These tools are provided under their providers' own terms, which may allow the provider to keep information sent to it for a limited time, for example for security or abuse monitoring.
  • Responsibility: T Trading is responsible for making sure its personnel, and the tools it operates, comply with Sections 7.5 and 15.
• (d) No model training by T Trading. T Trading will not use Customer Data to train or fine-tune artificial-intelligence models.
• (e) Local Editions. T Trading has no access to Local Editions unless Customer grants it.
• (f) Authorization. Customer authorizes the access described in this Section 8.16.
• (g) Copies on T Trading's computers. T Trading may copy parts of Customer Data to computers and accounts T Trading controls when needed for support, troubleshooting, migration or restoration. T Trading protects those copies as described in Section 15, keeps them only while they are reasonably needed for that task, and deletes them within a reasonable time afterward. They are also deleted under Sections 8.10(b) and 8.19(e).

8.17 Security measures.

• (a) Current Editions. Current Editions include the following measures, among others:
  • passwords and PINs set or changed in a Current Edition are stored as salted one-way hashes produced with key-stretching;
  • sign-in sessions that expire, and that end when the password changes or the account is deactivated;
  • limits on repeated failed sign-in attempts;
  • the Admin PIN for administration pages;
  • page-level permissions for each Authorized User;
  • rejection of sign-in attempts that come from other websites;
  • station and computer binding, and Pairing Keys;
  • one Desktop Component per station, and controls on how print jobs are claimed;
  • checks on uploaded files for size, structure and archive safety, and rejection of unsafe PDF content by the Desktop Components;
  • restricted file permissions on certain sensitive files;
  • software dependencies pinned to verified versions; and
  • HTTPS for Hosted Editions, supplied by the hosting provider.
• (b) Limits. T Trading makes no representation that stored data is encrypted (Section 8.2(f)). T Trading does not currently run automatic backups (Section 8.11). T Trading does not represent that the Service meets any particular security standard, framework or certification.
• (c) Earlier Editions. Earlier Editions were built before many of the measures in paragraph (a) and provide a materially lower level of protection.
  • Local Editions. Where Customer chooses to run an Earlier Edition as a Local Edition, Customer accepts these limits.
  • Hosted Editions. Section 8.1 explains how Customer can see which version its Edition is. Where Customer's Hosted Edition is an Earlier Edition, T Trading will offer to move it to a Current Edition when one is available for Customer.
  • More information. On request, T Trading will describe the differences to the Owner. T Trading recommends moving to a Current Edition.
• (d) Code signing. As of the Effective Date, the desktop printing agent applications may not be code-signed or notarized, and the computer's operating system may warn about them. Customer must obtain them only from T Trading or through the Service (Section 4.2). They are not Beta Features for that reason alone (Section 14.5).
• (e) Customer's part. Customer's security obligations are set out in Section 6.
• (f) No guarantee. No system is completely secure. T Trading does not guarantee that the measures described here will prevent every Security Incident. T Trading may change its security measures from time to time, subject to Section 8.1.

8.18 Security Incidents.

• (a) Notice. T Trading will notify the Owner of a Security Incident that affects Customer Data without undue delay, and in any event within seventy-two (72) hours after T Trading discovers it. This includes a Security Incident at a service provider, counted from when T Trading learns of it. If Applicable Law requires a shorter period, T Trading will meet it. Notice will go to Customer's Notice Address (Section 24.5).
• (b) What the notice says. As far as the information is known, the notice will describe:
  • the nature of the Security Incident;
  • the categories of data affected and the approximate number of records;
  • the likely consequences;
  • the steps taken or proposed; and
  • a contact person.

  T Trading will send updates as more information becomes available.

• (c) Response. T Trading will take reasonable steps to contain, investigate and fix the Security Incident, and will cooperate reasonably with Customer.
• (d) Notices to others. As the owner of the data, Customer is responsible for any notices that Applicable Law, Marketplaces or contracts require it to give to End Consumers, Authorized Users, regulators, Marketplaces or others. T Trading will give Customer the information it reasonably needs to do this. T Trading will not notify End Consumers directly unless Applicable Law requires it or Customer agrees.
• (e) No admission. T Trading's notice of, or response to, a Security Incident is not an admission of fault or liability.
• (f) Excluded incidents. Incidents in Local Editions or in Customer's own systems are Customer's responsibility. T Trading will provide reasonable help on request, and may charge its then-current rates for that help.

8.19 Export and deletion after termination.

• (a) Export Window. Customer may request an export of the Customer Data in a Hosted Edition's Data Storage. The request must be made by written notice to the Legal Email Address within thirty (30) days after termination or expiration takes effect (the "Export Window").
• (b) Export format. T Trading will provide the export in one of these forms:
  • the formats in which the Software stores the data, such as CSV, JSON, PDF, the original Uploaded Files and database files; or
  • another commonly used, machine-readable format that T Trading reasonably chooses.

  It will be delivered by a secure method T Trading chooses.

• (c) Conditions. To the extent Applicable Law allows, T Trading may require payment of all undisputed Fees before it provides the export. It may charge reasonable fees for custom formats or extra work.
• (d) Access during the Export Window. During the Export Window, the Hosted Edition may stay suspended and unavailable to Authorized Users.
• (e) Deletion. After the Export Window ends, or earlier if Customer instructs in writing, T Trading will delete Customer Data within sixty (60) days, but not before T Trading has delivered any export Customer requested within the Export Window.
  • What is deleted. Deletion covers the Hosted Edition's Data Storage, including the backups kept in it (Section 8.11(b)), and copies on computers and accounts T Trading controls (Section 8.16(g)). T Trading may delete the Data Storage by deleting the application instance and its storage disk.
  • Acceptance Records first. Before deleting the Data Storage, T Trading copies the Acceptance Records to its own records (Section 21.8).
• (f) Exceptions. T Trading may keep:
  • (i) copies in hosting-provider snapshots, until they expire under the hosting provider's policies (Section 8.11(c));
  • (ii) data subject to a legal hold, or that Applicable Law requires it to keep;
  • (iii) Acceptance Records (Sections 21.4 and 21.8), and billing records and communications needed for T Trading's legal, tax, accounting and dispute purposes;
  • (iv) Aggregated Data;
  • (v) the Owner account record kept with the program files in a source-code repository (Section 8.12). T Trading will remove it from the current files, but it may remain in the repository's private version history; and
  • (vi) connection details in hosting-provider platform and error logs (Section 8.8), until they expire under the hosting provider's policies.

  Any data kept stays subject to Sections 7.5 and 15.

• (g) After deletion. Once the data is deleted, T Trading has no obligation to keep or provide it. On request, T Trading will confirm the deletion in writing, noting which exceptions in paragraph (f) apply.
• (h) Local Editions. For Local Editions, Customer must uninstall the Software as Section 19.6 requires. Before uninstalling, Customer will send T Trading a copy of the acceptance log (Section 21.8), following T Trading's reasonable instructions. Customer may keep exports of its own Customer Data.

8.20 Information visible without signing in. Some information about Customer's Edition is visible without signing in, for example on the sign-in page. This includes the licensed company name, the Edition's display name and the license status. The Terms page is also public. This information is not treated as confidential. Customer must not put confidential information or Personal Information in its display name.

8.21 Changes to this Section. T Trading may change the Software, its service providers, hosting locations and data practices. Material changes to what this Section 8 describes will appear in a new version of these Terms under Section 20.

9. Fees, Subscription, Taxes and Payment

9.1 Fees. Customer will pay the Fees stated in each Order Form, together with any other amounts due under these Terms.

• Fixed commitments. Unless the Order Form states otherwise, Fees are based on the Editions, Usage Limits and Subscription Term purchased, not on actual use.
• Non-cancellable and non-refundable. Payment obligations cannot be cancelled, and Fees paid are non-refundable, except as expressly stated in these Terms or as Applicable Law requires.
• Currency. All Fees are stated and payable in U.S. dollars.

9.2 Trials and no-fee use. T Trading may, at its discretion, provide the Software free of charge or on a trial, pilot or evaluation basis. Such use:

• lasts only for the period T Trading states, and T Trading may end it at any time;
• is provided "as is" with no support obligation; and
• is subject to Section 17.4.

9.3 Subscription Term and renewal.

• Automatic renewal. Unless the Order Form states otherwise, each Subscription Term renews automatically for further periods of the same length as the initial term. Either party may prevent renewal by giving written notice of non-renewal at least thirty (30) days before the current term ends.
• Month-to-month use. If there is no Order Form, Customer's subscription runs month to month. Either party may end it by giving thirty (30) days' written notice. If T Trading ends it, T Trading will refund any prepaid Fees for the period after termination takes effect (Section 19.3).
• Reminder notice. For each Subscription Term longer than one (1) month that renews automatically, T Trading will send Customer written notice of the renewal and of the non-renewal deadline between fifteen (15) and thirty (30) days before that deadline. T Trading will send it by email to Customer's Notice Address (Section 24.5) and by any other method Applicable Law requires, such as personal delivery or certified mail.

9.4 Invoicing and payment.

• When invoices are due. Unless the Order Form states otherwise, T Trading will invoice Fees in advance for each billing period. Invoices are due within thirty (30) days after the invoice date.
• How to pay. Payment is made outside the Software, by the method stated on the invoice or Order Form. The Software does not collect payments or payment details.
• Accurate billing information. Customer must keep its billing contact and information accurate.

9.5 Taxes.

• Fees exclude taxes. Fees do not include taxes. Customer is responsible for all sales, use, value-added, goods-and-services, withholding, excise and similar taxes, duties and charges relating to its purchases under these Terms. The only exception is taxes on T Trading's net income.
• Collection and exemptions. If T Trading must collect or pay any such tax, it will invoice Customer, and Customer will pay unless it gives T Trading a valid tax-exemption certificate.
• Withholding. If Applicable Law requires Customer to withhold tax, Customer must increase its payment so that T Trading receives the full invoiced amount.

9.6 Late payment.

• Interest. Overdue amounts accrue interest from the due date until paid, at the lesser of one and one-half percent (1.5%) per month or the highest rate Applicable Law allows.
• Collection costs. Customer will reimburse T Trading's reasonable costs of collecting overdue amounts, including attorneys' fees, collection-agency fees and court costs.

9.7 Suspension for non-payment.

• Right to suspend. If any undisputed amount is more than ten (10) days overdue, T Trading may suspend the Service and Customer's license until all overdue amounts are paid in full. T Trading must first give at least five (5) days' written notice. Suspension may include any of the following:
  • turning off the Hosted Edition, which makes it unavailable to all Authorized Users and Desktop Components;
  • declining to issue or renew a license file for a Local Edition, which stops working when its current license expires; and
  • disconnecting Desktop Components from the Service.
• Effect. Fees continue to accrue during suspension.
• Reconnection fee. T Trading may charge a reconnection fee only if the Order Form states one.
• No liability. Subject to Section 17.6, T Trading is not liable for the consequences of a suspension made in accordance with this Section 9.7. This includes being unable to scan, print labels or ship orders.
• Long suspensions. If a suspension for non-payment lasts more than sixty (60) days, T Trading may terminate under Section 19.4. Section 8.19 then applies.

9.8 No refunds. Except as expressly stated in these Terms (Sections 8.12, 9.3, 14.4, 19.3, 19.4 and 20.6) or as Applicable Law requires, all Fees are non-refundable. Subject to those Sections, this applies even if Customer does not use the Software, ends its use early, or its access is suspended or terminated under these Terms. There are no refunds or credits for partial periods, unused Authorized User accounts, unused capacity or downgrades.

9.9 Fee changes. T Trading may change its Fees for any renewal term by giving written notice at least thirty (30) days before the renewal. New Fees apply from the start of that renewal term. Fees agreed in an Order Form do not change during that Order Form's current Subscription Term unless both parties agree.

9.10 Invoice disputes. To dispute an invoice in good faith, Customer must notify T Trading in writing within fifteen (15) days after the invoice date and explain the reasons. Customer must pay the undisputed part on time. The parties will work in good faith to resolve the dispute. Amounts not disputed within that period are final.

9.11 Additional services. T Trading may invoice at its then-current rates for services outside the Subscription, unless the Order Form states otherwise. These include:

• set-up, training, custom development, data migration, data recovery or repair;
• custom exports; and
• support caused by Customer's misuse or by Customer's own systems.

10. Acceptable Use

10.1 Prohibited conduct. Customer and its Authorized Users must not use the Software or Service to:

• (a) break any Applicable Law, or any term or policy of a Marketplace, carrier or other Third-Party Service;
• (b) sell, ship, label or process goods that are prohibited, counterfeit, stolen or infringing, or that are dangerous or restricted, unless Customer complies fully with the laws and carrier rules that apply;
• (c) commit or support fraud, including against Marketplaces, carriers or End Consumers. Examples include reusing or altering shipping labels, falsifying tracking or delivery information, or creating false shipment records;
• (d) collect, use or disclose Personal Information without a lawful basis;
• (e) use End Consumer Data for marketing, contact outside the Marketplace where the Marketplace rules forbid it, profiling, resale or any purpose other than fulfilling and servicing the related orders;
• (f) stalk, harass, threaten or improperly monitor any person, or monitor employees beyond legitimate and lawful business purposes;
• (g) upload or send content that is unlawful, defamatory, obscene, hateful or harassing, or that violates anyone's privacy, publicity or Intellectual Property Rights;
• (h) impersonate any person or entity, or misrepresent a user's identity or authority;
• (i) create false records, or alter, delete or tamper with activity logs, completion records, revision histories, Acceptance Records or other audit trails, except (i) through features the Software provides for that purpose, and (ii) deletion or redaction of Personal Information that Applicable Law or a Marketplace requires, done under Section 8.10 or, in Local Editions, following the Documentation;
• (j) store or process Prohibited Data;
• (k) interfere with or disrupt the Service, other customers' use of it, or the systems of T Trading or its service providers;
• (l) take any action prohibited by Section 4.6; or
• (m) help or encourage anyone else to do any of the above.

10.2 Investigation and enforcement. T Trading may investigate any suspected breach of this Section 10, but is not obligated to. If it does, it may:

• remove or disable access to content;
• suspend or terminate access (Section 19);
• report suspected unlawful activity to law enforcement or other authorities, and cooperate with them; and
• keep and disclose information as Applicable Law allows or requires.

11. Third-Party Services

11.1 Third-Party Services. The Software works with, depends on or links to products and services that T Trading does not own or control ("Third-Party Services"). These include:

• (a) TikTok Shop and other Marketplaces, including their order exports, label files and seller policies;
• (b) carriers and postal services, such as USPS and UPS, and their labels, barcodes, rates and rules;
• (c) printers, printer drivers, print spoolers and label stock;
• (d) web browsers, operating systems and their credential stores and speech features;
• (e) the hosting provider, the DNS provider and the source-code hosting provider;
• (f) software-package repositories and open-source components; and
• (g) Customer's own internet, network and computer providers.

11.2 No responsibility. Each Third-Party Service is provided by its own provider under its own terms and policies. T Trading does not control, endorse or guarantee any Third-Party Service. To the maximum extent Applicable Law allows, T Trading is not responsible or liable for any of the following:

• any Third-Party Service's availability, accuracy, security, performance or changes;
• any act or omission of a Third-Party Service provider; or
• any loss arising from Customer's use of a Third-Party Service.

This Section 11.2 is subject to Section 17.6. It does not limit T Trading's responsibility for the service providers it uses to provide the Service, under Sections 7.5, 8.12, 8.18 and 24.12.

11.3 Customer's compliance with third-party terms. Customer is responsible for obtaining, paying for and complying with the terms of every Third-Party Service it uses. This includes Marketplace rules on the use and retention of buyer data.

11.4 Changes by third parties. Marketplaces, carriers and other providers may change their file formats, label layouts, barcodes, fields or policies without notice. Such changes may cause imports to fail, data to be read incorrectly, or features to stop working. T Trading may update the Software in response, but is not obligated to. It does not guarantee that the Software will support any particular format or version.

11.5 No affiliation. T Trading is not affiliated with, endorsed by or sponsored by TikTok, ByteDance, any other Marketplace, any carrier, Render, Cloudflare, GitHub, Google or any other third party named in these Terms, unless it expressly states otherwise. Those names are used only to identify the products and services concerned.

11.6 Links. The Software may contain links to third-party websites, such as Marketplace help pages. T Trading is not responsible for their content or practices.

12. Labels, Scanning and Shipping Responsibility

12.1 Tools, not a guarantee. The Software is a tool to help Customer's staff process orders. Customer remains solely responsible for every aspect of fulfillment. This includes picking, packing, labeling, shipping, delivery, returns and customer service. It also includes compliance with Marketplace and carrier requirements and shipping deadlines.

12.2 Duty to verify. Before each package is shipped, Customer and its Authorized Users must verify:

• (a) that the correct shipping label is on the correct package;
• (b) that the items, quantities, variants and condition match the order;
• (c) that the recipient and address on the label match the order;
• (d) that the label is legible, printed correctly and scannable; and
• (e) that the package meets carrier and Marketplace requirements.

On-screen messages, sounds, spoken prompts, bin or box numbers, colors and completion indicators are aids only. They do not replace this verification.

12.3 Output depends on input. The Software's results depend on the Uploaded Files and other Customer Data it is given. If a file is incomplete, outdated, duplicated, mismatched, altered or wrong, the results will be wrong too. Examples include labels from a different batch and an order export that does not match the labels.

12.4 Barcode reading and matching. Barcode reading, label splitting, order matching and duplicate detection may fail or give wrong results. Causes include print quality, scanner settings, damaged labels, unusual formats and changes by carriers or Marketplaces. Customer must set up procedures to catch and correct such errors.

12.5 Printing results. Printing depends on Printing Computers, networks, drivers, print spoolers, printers and label stock, which T Trading does not control, and on Desktop Components running on computers that Customer controls. Print jobs may fail, be delayed, print twice or report an uncertain result.

• Uncertain results. Where the Software reports an uncertain result or asks for review, Customer must check the printer and the label before reprinting. This prevents duplicate or missing labels.
• No liability. Subject to Section 17.6, T Trading is not responsible for wasted label stock, postage charged for duplicate labels, or labels printed on the wrong printer.

12.6 Label Generator. Customer is solely responsible for the content, format, size, symbology and placement of labels and barcodes made with the Label Generator. It must make sure they meet the requirements of its Marketplaces, carriers, retailers, warehouses and customers. Customer must test that labels scan correctly before using them at volume.

12.7 Contingency. The Service may be unavailable at times (Section 14). Customer must keep a manual or alternative process for meeting its shipping deadlines during any interruption.

12.8 SHIPPING OUTCOMES. SUBJECT TO SECTION 17.6, AND TO THE MAXIMUM EXTENT APPLICABLE LAW ALLOWS, T TRADING IS NOT LIABLE FOR ANY OF THE FOLLOWING, EXCEPT TO THE EXTENT CAUSED BY T TRADING'S BREACH OF THESE TERMS, AND THEN ONLY SUBJECT TO SECTION 17:

• MIS-SHIPMENTS, WRONG OR MISSING ITEMS, WRONG QUANTITIES, OR WRONG OR DUPLICATE LABELS;
• PACKAGES THAT ARE LOST, DELAYED, DAMAGED OR MISDELIVERED;
• CARRIER CHARGES, POSTAGE, ADJUSTMENTS, SURCHARGES OR PENALTIES;
• MARKETPLACE PENALTIES, FEES, LATE-SHIPMENT OR CANCELLATION CHARGES, CHARGEBACKS OR REFUNDS;
• EFFECTS ON ACCOUNT HEALTH OR RATINGS, LISTING REMOVALS, OR SUSPENSION OR TERMINATION OF MARKETPLACE ACCOUNTS;
• RETURNS, RESHIPPING OR REPLACEMENT COSTS; AND
• LOST SALES OR LOST CUSTOMERS.

13. Inventory, Analytics and Other Records

13.1 Inventory figures are user-entered records. Inventory quantities, locations, balances, receipts, shipments and incoming-stock information are records created from what Authorized Users enter and upload and from imported information. They are not a guarantee or a certified count of physical stock.

• Physical counts. Customer is responsible for regular physical counts and reconciliations.
• Decisions. Customer is responsible for any decision it makes based on inventory figures, including purchasing, listing, overselling and reordering.
• No liability. Subject to Section 17.6, T Trading is not liable for shrinkage, stock-outs, overselling or discrepancies.

13.2 Performance Metrics are estimates. Performance Metrics are automated estimates calculated from scan and completion times. They do not measure an individual's actual work, effort or productivity. Many things can distort them, including:

• breaks and other duties;
• shared stations;
• equipment problems;
• batch size and product mix; and
• how the "packing estimate" is measured.

Flags mark statistical outliers. They are not findings of misconduct. Customer must interpret Performance Metrics carefully, give affected personnel a chance to explain, and follow Section 7.8.

13.3 Cost, pricing and statistics features. Where available, these features show figures based on data entered or uploaded by Authorized Users, or imported through the Wholesale Link (Section 8.14). This includes cost, pricing, profit, sales-statistics and planning features. The figures are for information only. They are not accounting, tax, financial or legal records or advice. Customer must check them before relying on them.

13.4 Wholesale information. Product, availability, unit-price, estimated-arrival and tracking information shown through the New Releases page or the Wholesale Link is for information only. The Wholesale Website terms and the applicable quotes, invoices and order terms govern Customer's wholesale orders.

13.5 No professional advice. Nothing in the Software, the Documentation or support communications is legal, tax, accounting, employment or other professional advice.

14. Availability, Maintenance, Updates and Beta Features

14.1 No service level. Unless T Trading and Customer sign a separate written service-level agreement:

• T Trading does not guarantee any level of availability, uptime, response time or performance;
• no service credits apply; and
• the Service may be unavailable at any time for any reason.

14.2 Maintenance and interruptions. T Trading may carry out planned or emergency maintenance at any time.

• Notice. Where practicable, T Trading will try to schedule planned maintenance outside Customer's normal operating hours and give advance notice.
• Effects. Maintenance, updates and restarts may sign users out, end sessions, lock Admin access again, or send open scan stations back to the sign-in page. They may also interrupt printing.
• Other causes. The Service may also be interrupted by the hosting provider, internet failures, attacks or other events outside T Trading's control (Section 24.4).

14.3 Updates.

• Hosted Editions. T Trading updates Hosted Editions and may do so at any time.
• Local Editions and Desktop Components. The Software does not update itself automatically. Local Editions and Desktop Components are updated only when Customer installs an update T Trading provides.
• Customer's duty. Customer must install updates promptly, especially security updates.
• End of support. T Trading may stop supporting older versions, Earlier Editions and older Desktop Components, including the older script-based printing agent. T Trading is not responsible for problems caused by Customer's failure to update.

14.4 Changes to features. T Trading may add, change, suspend or remove any feature, function, integration or Edition of the Software at any time.

• Notice. If T Trading removes a material feature that Customer is actively using during a paid Subscription Term, it will give reasonable notice where practicable.
• Replacement or termination. In that case T Trading may either:
  • offer a reasonable replacement; or
  • allow Customer to terminate the affected subscription and receive a pro-rata refund of prepaid Fees for the removed feature's unused period.

14.5 Beta Features. A feature or component is a "Beta Feature" only if it is labeled "Beta" (or preview, pilot or early access) in the Software or in the Order Form. For example, T Trading may label the Wholesale Link or inventory features as Beta while they are being introduced.

• Paid core features are not Beta. Scanning, order-file and label import, and label printing through the Desktop Components T Trading provides are not Beta Features. This is so even if the desktop printing agent applications are not code-signed or notarized (Section 8.17(d)). Those features remain subject to the general limits in Section 17, including the cap in Section 17.2, and not to Section 17.4.

Beta Features:

• (a) are provided "as is," for evaluation, at Customer's own risk and without any support obligation;
• (b) may contain errors, may lose or damage data, and may be changed or withdrawn at any time; and
• (c) are subject to Section 17.4.

Customer decides for itself whether to install or use a Beta Feature.

14.6 Support. T Trading will provide the support described in the Order Form. If the Order Form does not describe support, T Trading will provide reasonable support by email to the Legal Email Address or through another channel T Trading tells Customer about, during its normal business hours, on a commercially reasonable basis. Customer must give T Trading the information it reasonably needs to reproduce and diagnose problems.

14.7 Compatibility. Customer is responsible for meeting the Software's system requirements, as stated in the Documentation or as T Trading reasonably advises. These cover supported browsers, operating systems, printers and scanners. T Trading does not guarantee compatibility with any particular hardware, software or configuration.

15. Confidentiality

15.1 Definition. "Confidential Information" means non-public information that one party (the "Discloser") discloses to the other (the "Recipient") in connection with these Terms, and that is marked confidential or that a reasonable person would understand to be confidential.

• T Trading's Confidential Information includes the Software's source code, the non-public Documentation, pricing, non-public features, security information, Pairing Keys and license files.
• Customer's Confidential Information includes Customer Data.

15.2 Exclusions. Confidential Information does not include information that:

• (a) is or becomes public through no fault of the Recipient;
• (b) the Recipient knew before receiving it without a duty of confidentiality;
• (c) the Recipient lawfully receives from a third party without a duty of confidentiality; or
• (d) the Recipient develops independently without using the Discloser's Confidential Information.

Exclusions (a) to (d) do not remove the protections these Terms give to Personal Information in Customer Data.

15.3 Obligations. The Recipient will:

• (a) use the Discloser's Confidential Information only to exercise its rights and perform its obligations under these Terms;
• (b) protect it with at least reasonable care, and at least the care the Recipient uses for its own similar information; and
• (c) disclose it only to its and its Affiliates' employees, contractors, service providers and professional advisers who need to know it for those purposes and who are bound by confidentiality obligations at least as protective as this Section 15.

The Recipient is responsible for any breach of this Section 15 by those persons.

15.4 Compelled disclosure. The Recipient may disclose Confidential Information to the extent Applicable Law, a court order or a government authority requires. Where the law allows, the Recipient must give the Discloser reasonable prior notice and reasonable help, at the Discloser's expense, so that the Discloser can seek protective treatment. Section 7.10 also applies to Customer Data.

15.5 Duration. These obligations last for the Subscription Term and for five (5) years afterward. They continue for longer in two cases:

• for trade secrets and source code, for as long as the information remains a trade secret; and
• for Customer Data, for as long as T Trading holds it.

15.6 Return or destruction. When the Subscription Term ends, and at the Discloser's written request, the Recipient will return or destroy the Discloser's Confidential Information. Customer Data is instead handled under Section 8.19. The Recipient may keep copies that Applicable Law requires it to keep, and copies in backups and archives until they are deleted in the ordinary course. Any copies kept stay subject to this Section 15.

15.7 Remedies. Unauthorized use or disclosure of Confidential Information may cause irreparable harm. The Discloser may therefore seek injunctive relief under Section 23.6, in addition to any other remedy.

16. Warranties and Disclaimer

16.1 Mutual. Each party represents that it has the power and authority to enter into these Terms.

16.2 Customer's warranties. Customer represents and warrants that:

• (a) the individual accepting these Terms for Customer has authority to do so (Section 1.4);
• (b) Customer Data, and Customer's collection, uploading and use of it, comply with Applicable Law and with Marketplace and carrier terms (Section 7.2);
• (c) Customer will use the Software in accordance with these Terms and Applicable Law; and
• (d) Customer and its Authorized Users are not persons described in Section 22.2.

16.3 DISCLAIMER. EXCEPT AS EXPRESSLY STATED IN THESE TERMS, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SOFTWARE, THE SERVICE, THE DESKTOP COMPONENTS, THE DOCUMENTATION, ALL BETA FEATURES, AND ALL INFORMATION, OUTPUTS, LABELS, BARCODES, RECORDS, METRICS AND OTHER RESULTS GENERATED BY ANY OF THEM ARE PROVIDED "AS IS," "AS AVAILABLE" AND "WITH ALL FAULTS," WITHOUT WARRANTY OF ANY KIND. T TRADING, ON BEHALF OF ITSELF AND THE T TRADING PARTIES, EXPRESSLY DISCLAIMS ALL WARRANTIES, CONDITIONS AND REPRESENTATIONS, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT, ACCURACY AND SYSTEM INTEGRATION, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE.

16.4 SPECIFIC DISCLAIMERS. WITHOUT LIMITING SECTION 16.3, T TRADING DOES NOT WARRANT THAT:

• (a) THE SOFTWARE OR SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE, OR AVAILABLE AT ANY PARTICULAR TIME OR PLACE;
• (b) DEFECTS WILL BE CORRECTED;
• (c) THE SOFTWARE OR SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS;
• (d) CUSTOMER DATA WILL NOT BE LOST, CORRUPTED OR ACCESSED WITHOUT AUTHORIZATION, OR THAT ANY BACKUP EXISTS OR CAN BE RESTORED;
• (e) ANY LABEL, BARCODE, SCAN, MATCH, PRINT RESULT, INVENTORY FIGURE, PERFORMANCE METRIC, STATISTIC OR OTHER OUTPUT WILL BE ACCURATE, COMPLETE OR RELIABLE;
• (f) THE SOFTWARE IS, OR WILL REMAIN, COMPATIBLE WITH ANY MARKETPLACE FILE FORMAT, CARRIER, PRINTER, DRIVER, SCANNER, BROWSER, OPERATING SYSTEM OR HARDWARE;
• (g) THE SOFTWARE OR SERVICE WILL MEET CUSTOMER'S REQUIREMENTS OR ANY MARKETPLACE, CARRIER, LEGAL OR REGULATORY REQUIREMENT; OR
• (h) ANY SECURITY MEASURE WILL PREVENT ANY PARTICULAR INCIDENT.

THE DESCRIPTIONS OF TECHNICAL OPERATION IN SECTION 8 ARE PROVIDED FOR TRANSPARENCY AND ARE NOT WARRANTIES. THIS DOES NOT AFFECT T TRADING'S COMMITMENTS IN SECTION 8 TO DO SOMETHING (SECTION 8.1).

16.5 No other statements. No oral or written information or advice given by T Trading, its personnel or its tools creates any warranty that is not expressly stated in these Terms. This includes statements in support communications, demonstrations, release notes and AI-generated content. Customer has not relied on any such statement.

16.6 Applicable law. Some jurisdictions do not allow certain warranties to be disclaimed. In those jurisdictions, the disclaimers above apply to the maximum extent allowed, and any warranty that cannot be disclaimed is limited to the shortest period Applicable Law allows.

17. Limitation of Liability

17.1 EXCLUSION OF CERTAIN DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL T TRADING, ITS AFFILIATES, OR ITS OR THEIR OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS, CONTRACTORS, LICENSORS OR SERVICE PROVIDERS (TOGETHER, THE "T TRADING PARTIES") BE LIABLE TO CUSTOMER OR TO ANY AUTHORIZED USER FOR ANY OF THE FOLLOWING:

• (a) INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES;
• (b) LOSS OF PROFITS, REVENUE, SALES, BUSINESS, CONTRACTS, CUSTOMERS, GOODWILL OR ANTICIPATED SAVINGS;
• (c) LOSS, CORRUPTION, DELETION OR UNAVAILABILITY OF DATA, OR THE COST OF RECOVERING OR RE-CREATING DATA;
• (d) MARKETPLACE PENALTIES, FEES, FINES, CHARGEBACKS OR REFUNDS, EFFECTS ON RATINGS OR ACCOUNT HEALTH, LISTING REMOVALS, OR ACCOUNT SUSPENSIONS OR TERMINATIONS;
• (e) CARRIER CHARGES, POSTAGE, ADJUSTMENTS, SURCHARGES OR CLAIMS;
• (f) LATE-SHIPMENT, CANCELLATION OR MIS-SHIPMENT COSTS, INCLUDING RESHIPPING, RETURNS, REPLACEMENT GOODS, AND LOST OR MISDIRECTED PACKAGES;
• (g) INVENTORY LOSS, SHRINKAGE OR DISCREPANCIES;
• (h) BUSINESS INTERRUPTION OR DOWNTIME, INCLUDING LABOR COSTS AND IDLE STAFF;
• (i) THE COST OF SUBSTITUTE GOODS, SERVICES OR SOFTWARE; OR
• (j) CLAIMS MADE AGAINST CUSTOMER BY END CONSUMERS, EMPLOYEES OR OTHER THIRD PARTIES.

THIS APPLIES IN EACH CASE WHERE THE LOSS ARISES OUT OF OR RELATES TO THESE TERMS, THE SOFTWARE OR THE SERVICE. IT APPLIES HOWEVER THE LOSS IS CAUSED AND UNDER ANY THEORY OF LIABILITY, WHETHER CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, STATUTE OR OTHERWISE. IT APPLIES EVEN IF A T TRADING PARTY WAS ADVISED OF THE POSSIBILITY OF THE LOSS OR THE LOSS WAS FORESEEABLE.

17.2 LIABILITY CAP. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL AGGREGATE LIABILITY OF THE T TRADING PARTIES FOR ALL CLAIMS COMBINED ARISING OUT OF OR RELATING TO THESE TERMS, THE SOFTWARE OR THE SERVICE WILL NOT EXCEED THE TOTAL FEES ACTUALLY PAID BY CUSTOMER TO T TRADING FOR THE SERVICE DURING THE TWELVE (12) MONTHS IMMEDIATELY BEFORE THE DATE THE FIRST CLAIM IS ASSERTED IN WRITING. IF CUSTOMER PAID NO FEES DURING THAT PERIOD, THE LIMIT IS ONE HUNDRED U.S. DOLLARS (USD $100). AMOUNTS PAID FOR WHOLESALE GOODS ARE NOT FEES FOR THE SERVICE. THIS LIMIT APPLIES TO ALL CLAIMS BY CUSTOMER AND ITS AUTHORIZED USERS COMBINED. HAVING MORE THAN ONE CLAIM OR CLAIMANT DOES NOT INCREASE THIS LIMIT.

17.3 CUSTOMER'S OBLIGATIONS ARE NOT LIMITED. NOTHING IN THIS SECTION 17 LIMITS ANY OF THE FOLLOWING:

• CUSTOMER'S OBLIGATION TO PAY FEES;
• CUSTOMER'S INDEMNIFICATION OBLIGATIONS UNDER SECTION 18;
• CUSTOMER'S LIABILITY FOR BREACH OF SECTIONS 4, 7.7, 10, 15 OR 22; OR
• CUSTOMER'S LIABILITY FOR INFRINGING OR MISAPPROPRIATING T TRADING'S INTELLECTUAL PROPERTY RIGHTS.

17.4 FREE USE AND BETA FEATURES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE T TRADING PARTIES HAVE NO LIABILITY FOR ANY USE OF BETA FEATURES, TRIALS, OR SOFTWARE OR SERVICES PROVIDED FREE OF CHARGE. WHERE THAT EXCLUSION IS NOT ENFORCEABLE, THEIR TOTAL LIABILITY FOR SUCH USE IS LIMITED TO ONE HUNDRED U.S. DOLLARS (USD $100).

17.5 Basis of the bargain. The limits and exclusions in this Section 17:

• allocate risk between the parties;
• are reflected in the Fees; and
• are an essential basis of the bargain.

They apply even if a limited remedy fails of its essential purpose.

17.6 Liability that cannot be limited. Nothing in these Terms excludes or limits any liability that cannot be excluded or limited under Applicable Law. This applies to this Section 17 and to every other exclusion or limitation of liability in these Terms. Where Applicable Law so provides, it includes liability for fraud, gross negligence or willful misconduct.

17.7 Wholesale goods. This Section 17 applies only to the Software and the Service. Liability for wholesale goods bought from T Trading is governed by the Wholesale Website terms, the applicable order documents and Applicable Law.

17.8 OTHER EXCLUSIONS. EVERY OTHER PROVISION OF THESE TERMS THAT EXCLUDES OR LIMITS T TRADING'S LIABILITY, INCLUDING SECTIONS 4.5, 6.6, 6.10, 6.11, 9.7, 11.2, 12.5, 12.8, 13.1 AND 19.5, IS PART OF THIS SECTION 17 AND IS SUBJECT TO SECTION 17.6.

18. Indemnification by Customer

18.1 Indemnity. Customer will defend, indemnify and hold harmless the T Trading Parties against all third-party claims described below, and against all resulting losses. Third-party claims include any claim, demand, suit, proceeding or investigation brought by End Consumers, Authorized Users, employees, Marketplaces, carriers, regulators or any other third party. Resulting losses include damages, liabilities, judgments, settlements, fines, penalties, costs and expenses, including reasonable attorneys' fees and costs. This applies to claims arising out of or relating to any of the following:

• (a) Customer Data, including how it was collected, uploaded, stored, used or disclosed, and any allegation that it infringes or violates anyone's rights, or was obtained or processed unlawfully or in breach of Marketplace or carrier terms;
• (b) Customer's orders, products, shipments, labels and fulfillment, including mis-shipments, and any claim by an End Consumer about them or about Customer's privacy practices or communications;
• (c) misuse of the Software or Service, or any use that breaches these Terms, including Sections 4, 7 and 10;
• (d) any violation of Applicable Law or third-party rights by Customer or its Authorized Users;
• (e) the acts or omissions of Authorized Users, of Customer's contractors, and of anyone (other than T Trading personnel or tools T Trading operates) using Customer's sign-in details, Pairing Keys or Printing Computers;
• (f) employment-related claims by Customer's personnel, including claims about monitoring, Performance Metrics, wages and hours, discrimination or privacy;
• (g) Prohibited Data;
• (h) any Security Incident or unauthorized access caused by Customer's failure to comply with Section 6, or occurring in Customer's systems or Local Editions;
• (i) taxes for which Customer is responsible; or
• (j) any breach of Customer's representations and warranties.

This indemnity does not apply to the extent a loss is finally found to have been caused by T Trading's breach of these Terms, gross negligence or willful misconduct.

18.2 Procedure.

• Notice. T Trading will notify Customer promptly of any claim covered by Section 18.1. A delay in notice relieves Customer of its obligations only to the extent the delay materially prejudices Customer.
• Defense. Customer will take over the defense with counsel that T Trading reasonably approves.
• T Trading's own counsel. T Trading may take part with its own counsel at its own expense. Customer pays for T Trading's counsel instead if there is a conflict of interest, or if Customer fails to defend the claim promptly and diligently. In the second case, T Trading may take over the defense itself at Customer's expense.
• Cooperation. T Trading will cooperate reasonably, at Customer's expense.

18.3 Settlement. Customer may not settle any claim without T Trading's prior written consent if the settlement would do any of the following:

• impose any obligation or restriction on a T Trading Party;
• include an admission of fault by a T Trading Party; or
• fail to release the T Trading Parties unconditionally.

18.4 NOT LIMITED. CUSTOMER'S OBLIGATIONS UNDER THIS SECTION 18 ARE NOT SUBJECT TO ANY LIMITATION OF LIABILITY.

19. Term, Termination and Suspension

19.1 Term.

• (a) New Customers. For a Customer that starts using the Software on or after the Effective Date, these Terms take effect when Customer first accepts them under Section 1.2.
• (b) Existing Customers. For a Customer that was already using the Software before the Effective Date, these Terms apply from the earlier of:
  • (i) the date Customer first accepts them under Section 1.4, through the Owner at sign-in or through another individual with authority to bind Customer in writing; or
  • (ii) the end of the Notice Period after T Trading emails notice of these Terms to Customer's Notice Address (Section 24.5), if Customer continues to use the Software after that date.

  These Terms do not apply to acts or omissions before that date. The parties' earlier arrangements continue to govern those acts and omissions. Section 20.6(b) explains how an existing Customer that does not agree can end its subscription with a refund.

• (c) Duration. These Terms continue until every Subscription Term has ended or these Terms are terminated.

19.2 Termination by Customer. Customer may terminate:

• (a) at the end of the current Subscription Term, by giving notice of non-renewal under Section 9.3;
• (b) for cause, under Section 19.4;
• (c) under Section 20.6; or
• (d) under Section 8.12 or 14.4, where those Sections allow it.

If Customer stops using the Software before the end of a Subscription Term for any other reason, this does not entitle it to a refund. Fees for the rest of that term remain payable.

When Customer's termination takes effect. A termination by Customer under Section 8.12, 14.4 or 20.6 takes effect on the date stated in Customer's notice, which must be no later than thirty (30) days after the notice is given. If the notice states no date, the termination takes effect when the notice takes effect under Section 24.5.

19.3 Termination by T Trading for convenience. Except for a month-to-month subscription, which either party may end under Section 9.3, T Trading may terminate these Terms, or any subscription, for any reason by giving at least sixty (60) days' written notice. When T Trading ends a subscription under this Section 19.3 or Section 9.3, T Trading will refund any prepaid Fees for the part of the Subscription Term remaining after termination takes effect.

19.4 Termination for cause. Either party may terminate these Terms by written notice if:

• (a) the other party materially breaches these Terms and does not cure the breach within thirty (30) days after receiving written notice of it (or ten (10) days for non-payment); or
• (b) the other party becomes insolvent, makes an assignment for the benefit of creditors, has a receiver or trustee appointed, or becomes the subject of any bankruptcy, reorganization or liquidation proceeding that is not dismissed within sixty (60) days.

T Trading may also terminate immediately by written notice in any of these cases:

• Customer breaches Section 4.6, 10 or 22;
• Applicable Law or a Third-Party Service provider requires it; or
• Customer's use poses a serious security, legal or reputational risk.

If Customer terminates under this Section 19.4 for T Trading's uncured material breach, T Trading will refund any prepaid Fees for the unused part of the Subscription Term. This refund is in addition to Customer's other remedies, and counts toward the limit in Section 17.2.

19.5 Suspension. Subject to Section 17.6, T Trading may suspend all or part of the Service, or Customer's license, immediately and without liability, in any of these cases:

• (a) non-payment, after the overdue period and notice in Section 9.7;
• (b) an actual or threatened breach of Section 4, 6, 7.7, 10 or 22;
• (c) a security threat or Security Incident;
• (d) Customer's use disrupts the Service or poses a risk to it, to T Trading, to other customers or to third parties;
• (e) Applicable Law, a court order, a government authority or a Third-Party Service provider requires it;
• (f) Customer becomes insolvent; or
• (g) T Trading reasonably believes Customer Data may infringe or violate law.

Suspension may include any of the following:

• turning off the Hosted Edition;
• declining to issue or renew a license file for a Local Edition;
• disabling accounts, or disconnecting Desktop Components from the Service;
• revoking Pairing Keys; and
• restricting uploads or features.

Where practicable, T Trading will limit the suspension to what is necessary, give notice, and restore access once the cause is resolved. Fees continue to accrue during suspension.

19.6 Effect of termination. When these Terms or a subscription end for any reason:

• (a) all licenses granted to Customer end, and Customer and its Authorized Users must stop using the affected Software and Service immediately;
• (b) T Trading may turn off the Hosted Edition, and Desktop Components connected to it then stop working. A Local Edition stops working when its current license file expires. In any case, Customer must stop using the Software under paragraphs (a) and (c);
• (c) within ten (10) days, and after sending T Trading a copy of the acceptance log as Section 8.19(h) requires, Customer must uninstall and delete all copies of Local Editions and Desktop Components from every computer, and delete any Pairing Keys and license files. Customer may first export, and may keep, its own Customer Data. On request, Customer must certify in writing that it has done so;
• (d) all unpaid Fees, including Fees for the rest of any Subscription Term if these Terms end because of Customer's uncured breach or Customer's insolvency, become due immediately;
• (e) Customer Data is handled under Section 8.19; and
• (f) Confidential Information is handled under Section 15.6.

Termination does not relieve either party of obligations that arose before termination.

19.7 Individual Authorized Users.

• Customer. Customer may deactivate or remove any Authorized User at any time.
• T Trading. T Trading may suspend or end any individual Authorized User's access if that user breaches these Terms. It will notify Customer where practicable.

19.8 Survival. The following provisions survive termination or expiration of these Terms:

• Sections 1.3 and 1.4, 2 and 4.6 to 4.10;
• Section 5;
• Sections 7.1 to 7.3, 7.7 and 7.10;
• for as long as T Trading holds Customer Data: Sections 7.4, 7.5, 7.9, 8.16 and 8.18;
• Sections 8.9 to 8.11 and 8.19;
• Section 9, for accrued Fees and for refunds due;
• Sections 12.8 and 13;
• Sections 15 to 18;
• Sections 19.6 and 19.8;
• Section 20.7;
• Sections 21 to 25, including Section 21.8; and
• any other provision that by its nature should survive.

20. Changes to These Terms

20.1 Right to change. T Trading may change these Terms from time to time. Reasons include changes to the Software, its data handling, Applicable Law or T Trading's business. Each version is identified by a version number and an effective date.

20.2 Notice. T Trading will give notice of every new version by displaying it at sign-in and publishing it on the Terms page in the Software.

• Material changes. For a material change, T Trading will also email Customer's Notice Address (Section 24.5) at least the Notice Period before the new version takes effect.
• Urgent changes. Where a change is required by Applicable Law or made for security reasons, and that period is not practicable, T Trading will send the email as early as practicable.
• New features. A change that relates only to new features is not a material change for this purpose.
• Other versions. T Trading may also send the email for any other new version.

20.3 Acceptance at next sign-in. When a new version takes effect, every Authorized User must review and accept it before completing his or her next sign-in through a web browser. This includes the Owner and every Administrator.

• Ending existing sessions. T Trading may end existing sessions so that users must sign in again.
• Until acceptance. An Authorized User who does not accept the new version cannot sign in or use the Software through a browser until he or she accepts it.
• Effect. Section 20.5 explains when a new version binds Customer. Other Authorized Users accept as described in Section 1.5.
• Editions without a prompt. For an Edition that does not show an acceptance prompt, Section 21.5 applies.

20.4 Desktop Components. Desktop Components that sign in automatically with a valid Pairing Key may keep receiving and printing jobs without showing the Terms and without creating an Acceptance Record. This avoids interrupting printing. That use is governed by the version of these Terms that applies to Customer at the time (Section 20.5). An account that has not accepted the current version through a browser may be used only for the Desktop Component's printing functions until it does.

20.5 When a new version binds Customer. A new version binds Customer on the earlier of:

• (a) the date Customer accepts it under Section 1.4, through the Owner at sign-in or through another individual with authority to bind Customer in writing (Section 21.5); or
• (b) the end of the Notice Period after T Trading emails notice of the new version to Customer's Notice Address (Section 24.5) under Section 20.2, if Customer continues to use the Software after that date.

Until then, the previous version continues to apply to Customer. Acceptance by an Authorized User under Section 1.5, and use through Desktop Components, do not by themselves bind Customer to a new version.

20.6 If Customer does not agree.

• (a) Adverse changes. If a new version makes a material change that is adverse to Customer, Customer may terminate the affected subscription by written notice to the Legal Email Address within thirty (30) days after the new version binds Customer under Section 20.5.
• (b) Existing Customers and this version. A Customer that was already using the Software before the Effective Date and does not agree to this version may terminate its subscription by written notice to the Legal Email Address. It may do so at any time before this version first applies to it under Section 19.1(b), or within thirty (30) days afterward.
• (c) Refund. In either case, T Trading will refund any prepaid Fees for the unused part of the then-current Subscription Term.
• (d) Until termination. Termination under this Section 20.6 takes effect as Section 19.2 describes. For an existing Customer that terminates under paragraph (b) before this version applies to it under Section 19.1(b), the parties' earlier arrangements govern until termination takes effect. In every other case, the version of these Terms then binding Customer governs until termination takes effect.

20.7 No retroactive effect. A new version does not apply to any claim or dispute based on events that occurred before the new version took effect. Those claims and disputes are governed by the version in effect when the events occurred.

20.8 Order Forms. A new version of these Terms does not change the Fees or other commercial terms agreed in a signed Order Form during that Order Form's current Subscription Term. To change those terms during that period, both parties must sign a written agreement.

21. Records of Acceptance

21.1 What is recorded. When an Authorized User accepts these Terms through the Software, the Software creates an "Acceptance Record" that contains:

• (a) an account identifier: a permanent identifier in Current Editions, or, in Earlier Editions, a key based on the account name (and, for users other than the Owner, the account's creation time);
• (b) the username;
• (c) the role (for example, owner, administrator or employee);
• (d) the version of these Terms accepted;
• (e) a digital fingerprint (a SHA-256 hash) of the exact Terms document served;
• (f) the date and time of acceptance, in Coordinated Universal Time;
• (g) the network address: the IP address from which the acceptance was received, as seen by the Service, together with any forwarding-address information added by networks or the hosting provider (such as an "X-Forwarded-For" header). This may include the user's public IP address;
• (h) the browser's user-agent string, which identifies the browser and operating system; and
• (i) how the acceptance was given (for example, "sign-in checkbox").

An Acceptance Record never contains the user's password.

21.2 Where Acceptance Records are kept.

• Location. Acceptance Records are kept in the Data Storage of Customer's Edition. For Hosted Editions, that is the hosting provider's storage disk. For Local Editions, it is the local data folder.
• Separate log. They are kept in a separate log. Records are only ever added: the Software never edits or removes an existing record. The file is written with restricted file permissions. Acceptance Records are not written to the activity log.
• Other copies. Copies may also exist in backups (Section 8.11). T Trading keeps its own copies as Section 21.8 describes.

21.3 Purpose. Acceptance Records are used to show who accepted which version of these Terms, and when. They are also used to enforce these Terms, defend claims and comply with Applicable Law. They are not used for marketing or tracking.

21.4 Retention. Acceptance Records are kept for as long as Customer's Edition exists, and for six (6) years after the last Subscription Term ends. They are kept longer where needed for a pending or threatened claim or a legal hold.

• Not deleted with users. They are not deleted when a user is removed or renamed.
• Termination. They are excluded from deletion under Section 8.19 (Section 21.8).

21.5 Editions without a prompt, and other ways of accepting. Some Editions, or some Local Editions, may not show an acceptance prompt. For those Editions, and for acceptance by Order Form, email, signature or payment, T Trading may rely on any of the following as the record of acceptance:

• the Order Form;
• a signed document;
• an email;
• payment of an invoice that refers to these Terms; or
• other reasonable evidence.

21.6 Evidence.

• Business records. Acceptance Records are T Trading's business records, made in the ordinary course of business.
• Admissibility. Customer will not challenge the admissibility of Acceptance Records on the ground that they are electronic or were made by T Trading.
• Tampering. Customer must not alter, delete or tamper with Acceptance Records, including in Local Editions. The only exception is deletion or redaction of Personal Information that Applicable Law requires, done under Section 8.10 or, in Local Editions, following the Documentation. Any other alteration, deletion or tampering is a material breach of these Terms. Uninstalling a Local Edition under Section 19.6, after sending T Trading a copy of the acceptance log under Section 8.19(h), is not a breach of this Section.

21.7 Access.

• Owner. The Owner may ask for a copy of Customer's Acceptance Records by writing to the Legal Email Address.
• Other Authorized Users. An Authorized User may ask Customer, or T Trading, for a copy of his or her own Acceptance Record. T Trading may refer the request to Customer.

21.8 T Trading's own records. T Trading processes Acceptance Records as an independent business, for its own purposes in Section 21.3, and not as Customer's service provider or processor. Acceptance Records are not Customer Data for the purposes of Sections 7.4 and 8.19.

• Hosted Editions. Before deleting a Hosted Edition's Data Storage, T Trading copies the Acceptance Records to its own records. T Trading may also copy them at any other time.
• Local Editions. For Local Editions, Acceptance Records exist only on Customer's computer unless Customer sends them to T Trading. For those Editions, T Trading may also rely on Section 21.5. Customer will keep those records, give T Trading a copy on reasonable request, and send T Trading a copy before uninstalling a Local Edition (Section 8.19(h)).
• Protection. T Trading protects Acceptance Records as confidential and uses them only for the purposes in Section 21.3. It keeps them for the period in Section 21.4.

21.9 Notice to Authorized Users. If you are an Authorized User: when you accept these Terms, T Trading records the details listed in Section 21.1, including your IP address and browser details. It does so to prove that you accepted, and to enforce and defend these Terms. It keeps those details for the period in Section 21.4. Questions and requests: the Legal Email Address (Section 25).

22. Export Control, Sanctions and Compliance with Laws

22.1 Export control. The Software is subject to U.S. export-control laws, including the Export Administration Regulations. Customer must not do either of the following in violation of those laws or any other Applicable Law:

• export, re-export or transfer the Software; or
• allow anyone to access the Software.

22.2 Sanctions. Customer represents and warrants that neither it nor any Authorized User:

• (a) is located in, organized under the laws of, or ordinarily resident in any country or region that is subject to comprehensive U.S. sanctions or embargoes; or
• (b) is named on, or is owned fifty percent (50%) or more by one or more persons named on, any U.S. government restricted-party list. Examples include the Specially Designated Nationals and Blocked Persons List and the Entity List.

Customer must not allow the Software to be accessed from any such country or region, or by any such person. T Trading may suspend or terminate immediately to comply with this Section.

22.3 Anti-corruption. Neither party will offer, give, request or accept any bribe, kickback or other improper payment or benefit in connection with these Terms. This includes any such payment or benefit to or from T Trading personnel.

22.4 Compliance with laws. Customer is responsible for complying with all Applicable Law that applies to its business and to its use of the Software, including law on:

• privacy and data protection;
• consumer protection and e-commerce;
• Marketplace rules;
• postal, carrier and shipping rules, including rules on hazardous and prohibited items;
• customs and imports;
• tax;
• labor and employment, including workplace-monitoring notice requirements;
• records retention; and
• product safety.

T Trading will comply with the Applicable Law that applies to it as the provider of the Service.

23. Governing Law and Disputes

23.1 Governing law. These Terms, and any dispute or claim arising out of or relating to them, the Software or the Service, are governed by the laws of the State of New York. This applies to contract claims, to tort claims and to statutory claims. It applies without regard to any conflict-of-law rules that would require the law of another jurisdiction to apply. The following do not apply:

• the United Nations Convention on Contracts for the International Sale of Goods; and
• any version of the Uniform Computer Information Transactions Act.

This Section 23 does not apply to disputes about wholesale products, wholesale orders or the Wholesale Website. The Wholesale Website terms and the applicable order documents govern those disputes (Section 1.10).

23.2 Informal resolution first. Before starting any court action, the party raising a dispute must give the other party written notice that describes the dispute and the relief sought. The parties must then try in good faith to resolve it for at least thirty (30) days.

• Exceptions. This requirement does not apply to actions for injunctive relief under Section 23.6, or to T Trading's actions to collect overdue Fees.
• Limitation periods. Time limits under Section 23.7 are paused during this period.

23.3 Exclusive jurisdiction and venue. Subject to Section 23.6, any action or proceeding arising out of or relating to these Terms, the Software or the Service must be brought only in the state courts located in Queens County, New York, or in the United States District Court for the Eastern District of New York (together, the "Designated Courts"). Each party:

• irrevocably submits to the personal jurisdiction of the Designated Courts; and
• waives any objection to venue in the Designated Courts, including any objection based on inconvenient forum.

23.4 JURY TRIAL WAIVER. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THESE TERMS, THE SOFTWARE OR THE SERVICE.

23.5 CLASS AND REPRESENTATIVE ACTION WAIVER. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY IN ITS INDIVIDUAL CAPACITY. NEITHER PARTY MAY BRING CLAIMS AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, PRIVATE ATTORNEY GENERAL OR REPRESENTATIVE ACTION. WITHOUT BOTH PARTIES' WRITTEN CONSENT, NO CLAIM BY CUSTOMER MAY BE JOINED OR CONSOLIDATED WITH CLAIMS OF ANY OTHER CUSTOMER OR PERSON. If a court decides that this Section 23.5 cannot be enforced for a particular claim, that claim will proceed in the Designated Courts, and the rest of these Terms remains in effect.

23.6 Injunctive relief. Either party may seek temporary, preliminary or permanent injunctive relief, or other equitable relief, in any court of competent jurisdiction to protect:

• its Intellectual Property Rights;
• its Confidential Information; or
• its rights under Sections 4, 10 or 15.

Breach of those Sections may cause irreparable harm for which money damages would not be an adequate remedy. To the extent Applicable Law allows, the party seeking relief does not need to post a bond or prove actual damages.

23.7 TIME LIMIT FOR CLAIMS. TO THE MAXIMUM EXTENT APPLICABLE LAW ALLOWS, ANY CLAIM BY EITHER PARTY ARISING OUT OF OR RELATING TO THESE TERMS, THE SOFTWARE OR THE SERVICE MUST BE STARTED WITHIN ONE (1) YEAR AFTER THE CLAIM ARISES. AFTER THAT, IT IS PERMANENTLY BARRED. A CLAIM FOR INDEMNIFICATION UNDER SECTION 18 ARISES WHEN THE INDEMNIFIED PARTY PAYS, OR IS FINALLY ORDERED TO PAY, THE AMOUNT CLAIMED. THIS TIME LIMIT DOES NOT APPLY TO CLAIMS BY EITHER PARTY RELATING TO INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS, OR TO BREACH OF SECTION 15 (CONFIDENTIALITY).

23.8 Attorneys' fees. In any action to enforce these Terms, the prevailing party may recover its reasonable attorneys' fees and costs. This is in addition to T Trading's right to recover collection costs under Section 9.6.

23.9 Authorized Users. Sections 23.1 to 23.7 also apply to any claim between T Trading and an Authorized User arising out of or relating to these Terms, the Software or the Service. For that purpose, references in those Sections to a party include the Authorized User. They do not apply to claims between an Authorized User and his or her employer about employment, including where T Trading is the employer (Section 3.5).

24. General Provisions

24.1 Entire agreement. These Terms, together with all Order Forms and the documents referred to in these Terms, are the entire agreement between the parties about the Software and the Service. They replace all earlier proposals, discussions and representations on that subject. They do not affect:

• (a) any separately negotiated signed agreement, which Section 24.2(1) governs; or
• (b) the parties' earlier arrangements for acts, omissions and amounts that accrued before these Terms applied to Customer (Section 19.1(b)), which remain enforceable.

The Wholesale Website terms and wholesale order documents are separate agreements about a different subject (Section 1.10).

24.2 Order of precedence. If documents conflict, they apply in the following order:

• (1) a separately negotiated written agreement about the Software, signed by authorized representatives of both parties, which prevails over these Terms;
• (2) a data processing agreement under Section 7.6, which prevails on data processing;
• (3) a signed Order Form, but only for its Fees, Subscription Term, Usage Limits and Editions, and for any provision that expressly states which Section of these Terms it overrides;
• (4) these Terms; and
• (5) the Documentation.

Acceptance of these Terms by an Authorized User, including by clicking at sign-in, does not displace an agreement described in item (1). Terms in Customer's purchase orders, vendor forms or other Customer documents have no effect, even if T Trading accepts or signs the document for administrative purposes.

24.3 Assignment.

• By Customer. Customer may not assign or transfer these Terms or any rights or obligations under them without T Trading's prior written consent. This includes transfers by operation of law, merger or change of control.
• By T Trading. T Trading may assign or transfer these Terms without consent to any of the following, and will give notice to Customer:
  • an Affiliate; or
  • a successor in a merger, acquisition, reorganization, or sale of all or substantially all of the relevant assets.
• Invalid assignments. Any attempted assignment that breaks this Section is void.
• Successors. These Terms bind, and benefit, the parties' permitted successors and assigns.

24.4 Force majeure. Neither party is liable for failure or delay in performance, other than payment obligations, to the extent it is caused by events beyond its reasonable control. Examples include:

• failures or outages of hosting providers, DNS providers, the internet, telecommunications or power;
• changes made by Marketplaces or carriers;
• cyberattacks, where the affected party has taken reasonable precautions;
• natural disasters, fire, flood, epidemics and pandemics;
• war, terrorism and civil unrest;
• strikes and labor disputes; and
• acts of government.

24.5 Notices.

• Notices to T Trading. Notices to T Trading must be sent by email to the Legal Email Address.
  • Email alone is enough for notices of non-renewal (Section 9.3), termination under Sections 8.12, 14.4, 19.2 and 20.6, objections under Section 8.12, invoice disputes (Section 9.10), and export, deletion and other data requests.
  • Courier or certified mail is also required only for notices of a legal claim or of breach. Those notices must also be sent by courier or certified mail to T Trading Inc, Attention: Legal, 202-07 32nd Avenue, Flushing, New York 11361.
• Notices to Customer. T Trading will send notices to Customer at Customer's "Notice Address", which is the first of the following that exists, in this order:
  • (1) the email address the Owner most recently designated in writing for notices;
  • (2) the email address in Customer's current Order Form; or
  • (3) the email address T Trading most recently used to correspond with the Owner.

  A notice that these Terms require T Trading to give Customer or the Owner is given when it is sent to Customer's Notice Address. T Trading may also give general notices in the Software, for example on the sign-in page.

• Keeping contacts current. The Software does not collect email addresses for Authorized Users. Customer must therefore keep its Notice Address up to date with T Trading.
• When notices take effect.
  • Email: when sent, if no failure notice is received. If sent after 5:00 p.m. New York time, or on a non-business day, it takes effect on the next business day.
  • Courier: on delivery.
  • Certified mail: three (3) business days after mailing.

24.6 Independent contractors. The parties are independent contractors. These Terms do not create any partnership, joint venture, agency, fiduciary or employment relationship. Neither party may bind the other.

24.7 No third-party beneficiaries. No one other than the parties has any rights under these Terms, except that Authorized Users have the rights these Terms give them as individuals (Sections 1.5 and 21.7), and the T Trading Parties may rely on Sections 16, 17 and 18. End Consumers have no rights under these Terms.

24.8 Severability. If any provision of these Terms is found invalid or unenforceable, it will be enforced to the maximum extent allowed, or changed to the minimum extent needed to make it enforceable. The rest of these Terms remains in full effect.

24.9 Waiver. A failure or delay in enforcing any provision is not a waiver. A waiver is effective only if it is in writing and signed by the waiving party.

24.10 Interpretation and headings. In these Terms:

• "including" and similar words mean "including without limitation";
• the singular includes the plural, and the plural includes the singular;
• "days" means calendar days unless business days are stated;
• headings and the plain-language summary are for convenience only and do not affect interpretation; and
• no provision will be interpreted against a party because that party drafted it.

24.11 Language. These Terms are made and published only in English. T Trading does not provide a translation. Each person who accepts these Terms is responsible for getting any translation or explanation he or she needs before accepting. A translation made by anyone has no legal effect, and the English text alone controls.

24.12 Subcontractors. T Trading may use subcontractors and service providers to perform its obligations. T Trading remains responsible for its subcontractors' compliance with Sections 7.5 and 15.

24.13 U.S. Government end users. The Software and Documentation are "commercial computer software" and "commercial computer software documentation," developed exclusively at private expense. U.S. Government end users receive only the rights granted to all other customers under these Terms, as provided in FAR 12.212 and DFARS 227.7202, as applicable.

24.14 Remedies cumulative. Except as expressly stated in these Terms, the remedies in these Terms are cumulative and are in addition to any other remedies available at law or in equity.

24.15 Electronic records and counterparts. Order Forms may be signed electronically and in counterparts. Each counterpart is an original, and all counterparts together form one document.

25. Contact

T Trading Inc
202-07 32nd Avenue
Flushing, New York 11361
Legal email: wholesale@ttradinginclive.com (the "Legal Email Address")

Support. For questions about how to use the Software, and to report errors, use the support contact T Trading gives Customer when it sets up Customer's Edition, or write to the Legal Email Address.

Use the Legal Email Address for:

• legal notices and questions about these Terms;
• data requests, such as exports (Section 8.19), deletions (Section 8.10), copies of Acceptance Records (Section 21.7), and requests from End Consumers that T Trading passes to Customer (Section 7.9); and
• reports of unauthorized access (Section 6.8) and of security vulnerabilities.

When you report a security issue:

• describe the issue, the affected page or feature, and the time you noticed it;
• do not include passwords, Pairing Keys, End Consumer Data or other people's information; and
• do not keep testing or accessing data beyond what is needed to report the issue (Section 4.6(k)).

Authorized Users. For questions about your account, password, permissions or Admin PIN, contact your employer's Owner or Administrator first.

Wholesale orders. Send questions about wholesale orders, pricing or your Wholesale Website account to the contacts listed on the Wholesale Website.