Retail Relay Terms of Service

1. Agreement; Order of Precedence

These Terms govern access to and use of Retail Relay’s websites, applications, APIs, AI-assisted features, reports, alerts, synchronization services, document-processing features, and operational workflows (collectively, the “Service”). An order form, online checkout, data processing addendum, service-level commitment, or other written agreement expressly entered into by Retail Relay and Customer is an “Order Form.”

If documents conflict, a signed data processing addendum controls for its subject matter, then a signed Order Form, then these Terms. Purchase orders or other Customer forms are for administrative convenience only and do not modify this agreement unless Retail Relay expressly signs the modification. Headings and summaries are for convenience and do not limit the operative text.

2. Business Eligibility and Authority

The Service is offered for commercial and professional use, not personal, family, or household use. Customer represents that it is validly organized or otherwise lawfully operating, that every Authorized User is at least the age of legal majority where they live, and that Customer has authority to enter into these Terms. If non-waivable consumer or small-business protections apply despite this business-use restriction, nothing in these Terms excludes them.

A person who creates a Customer workspace, purchases a subscription, signs an Order Form, or expressly accepts these Terms for Customer represents that they are authorized to bind Customer. An invited Authorized User who accepts only in an individual capacity does not bind Customer merely by accepting. Customer is responsible for selecting its workspace owners and administrators, assigning least-privilege roles, maintaining current user access, and ensuring that each Authorized User acts within Customer’s internal authority. Customer remains responsible for acts and omissions occurring through its workspace, except to the extent caused by Retail Relay’s breach of these Terms.

3. The Service and Current Product Scope

Retail Relay provides an operating layer for one or more independently authorized Lightspeed Retail R-Series accounts. It may synchronize source data; associate reviewed source records with Customer-managed canonical product identities; generate reports, calculations, alerts, and recommendations; process invoices or similar business documents; prepare proposed operations; and execute only registered, typed operations that Customer has deliberately enabled and separately approved.

• Each connected R-Series account remains an independent source, authorization, inventory, rate-limit, and failure boundary.
• Lightspeed and Customer’s other source systems remain authoritative for source records. Retail Relay does not replace Customer’s point-of-sale, accounting, tax, warehouse, or record-retention systems.
• A cross-account view is an analytical view, not a new physical inventory pool or a source-system transaction.
• The initial Service supports R-Series only. It does not promise X-Series behavior or compatibility unless an Order Form expressly states otherwise.
• Features, limits, supported operations, and integration behavior may change as described in these Terms and the applicable Service documentation.

Retail Relay is an independent product and is not affiliated with, sponsored by, or endorsed by Lightspeed Commerce Inc. or its affiliates. “Lightspeed” and related marks belong to their respective owners.

4. AI-Assisted Features and Outputs

The Service uses machine-learning and other automated systems to interpret requests, extract information from documents, locate candidate records, compose bounded analyses, and explain or recommend actions. AI-generated or AI-assisted text, classifications, extractions, matches, calculations, recommendations, and proposed actions are “Outputs.” Outputs are probabilistic and may be inaccurate, incomplete, misleading, stale, inconsistent, or unsuitable for Customer’s circumstances, even when they appear confident or cite source evidence.

• Customer must evaluate Outputs, source evidence, exclusions, freshness, units, currencies, quantities, destinations, vendors, and expected effects before relying on them.
• Outputs are not legal, tax, accounting, financial, safety, employment, or other professional advice and do not replace qualified professional judgment.
• Similar or identical product names do not prove product identity. Customer is responsible for trusted review of product, vendor, and unit-conversion bindings used by its organization.
• No Output, imported document, conversational statement, scheduled alert, or model assertion is an approval or instruction to execute a source-system operation.
• Customer may not represent an Output as human-authored or independently verified when doing so would be deceptive or unlawful.

Retail Relay does not guarantee that an Output is unique. Other customers may receive similar results. Customer owns its Input and Customer Data as between the parties, but receives rights in Outputs only to the extent Retail Relay has rights to grant and subject to these Terms and applicable law.

5. Operational Actions; Human Review; No Standing Approval

Accepting these Terms authorizes use of the Service under this agreement. It does not authorize any particular purchase order, inventory adjustment, reorder change, lifecycle transition, transfer, or other source-system operation. Each source change requires the separate workflow and approval required by the Service at that time. Customer must never treat signup assent, a chat message, an uploaded document, an alert, or a recommendation as execution approval.

Where live operations are available, a qualified Customer owner must deliberately enable the applicable connection profile. A permitted human must then review the exact immutable plan and explicitly confirm execution. Each plan will identify all applicable exact Connections and R-Series accounts; physical Shops; source Items, ItemShops, vendors, orders, and transfers; binding and unit-conversion identifiers and versions; source and canonical quantities and units; cost fields, basis, currency, and totals; lifecycle fields; source predicates and freshness; approval requirements; expiration and execution deadlines; ordered children and substeps; expected effects; guaranteed non-effects; limitations; and warnings. Material changes require a new plan and approval.

• Editable purchase-order creation, marking a purchase order ordered, beginning check-in, changing reorder settings, correcting absolute quantity on hand, creating an open same-account transfer, and sending a transfer are distinct executable capabilities. Each capability requires an exact immutable plan, trusted review, and explicit approval; one approved plan may contain multiple exact account children and ordered header, line, or other substeps.
• A direct quantity-on-hand update sets an absolute value, not a delta. Customer must confirm the exact before and after values and the physical Shop.
• Multi-account operations are not atomic. One account or step can succeed while another fails, remains ambiguous, or never starts.
• A transfer Send is a separate one-way editability boundary. Receiving or completing transfers remains a source-system user-interface task under the current public integration contract.
• Creating an open transfer neither sends the transfer nor moves quantity on hand. Transfer Send requires a separate plan and approval.
• Creating an editable purchase order does not itself change quantity on hand, mark the order as ordered, record receipt, or complete receiving.
• Mark Ordered sets only the approved orderedDate. Begin Check-In is a separate operation that sets only the approved receivedDate; it does not record receipt-line quantities, change quantity on hand, or complete the purchase order. Final purchase-order completion remains a source-system user-interface task under the current public integration contract.
• The Service does not expose a source Item deletion or archival tool. Customer may not attempt to bypass this safeguard or reinterpret “delete,” “remove,” or similar language to trigger another effect.

Retail Relay may refuse, pause, reconcile, require reapproval, or route an operation to manual follow-up when identity, source state, authorization, mapping, freshness, rate limits, verification, or other safety predicates are missing, changed, or ambiguous. Safety mechanisms reduce risk but cannot eliminate integration failures, upstream changes, race conditions, operator mistakes, compromised credentials, or every unintended business effect.

6. Customer Responsibilities

Customer is responsible for its business decisions and use of the Service. Customer will maintain qualified personnel and reasonable procedures appropriate to the value and sensitivity of its inventory, purchasing, and business records.

• Verify that each connected account, Shop, Item, ItemShop, vendor, product binding, unit conversion, cost basis, currency, quantity, lifecycle state, and destination is correct before approval.
• Use least-privilege source credentials and platform roles; promptly remove former personnel and unauthorized users; and protect authentication factors and recovery channels.
• Maintain reasonable source-system exports, backups, audit records, insurance, reconciliation procedures, and business-continuity plans proportionate to Customer’s operations.
• Review source-system results promptly after an operation, preserve relevant evidence, activate available kill switches when appropriate, and notify Retail Relay without undue delay of suspected errors or unauthorized activity.
• Provide accurate instructions and lawful Customer Data, resolve ambiguities, and refrain from approving a plan that Customer does not understand or has not independently reviewed.
• Comply with source-system terms, vendor agreements, privacy and employment obligations, product and inventory laws, sanctions, tax and accounting requirements, and all other laws applicable to Customer’s business.

Customer is responsible for losses caused by its inaccurate data, unauthorized or mistaken approvals, configuration choices, failure to maintain reasonable controls, failure to review disclosed plan terms, use outside documentation, or attempts to bypass safeguards, except to the extent the loss was caused by Retail Relay’s breach of these Terms or non-waivable legal responsibility.

7. Connected Accounts and Third-Party Services

Customer authorizes Retail Relay to access and process each third-party account that Customer connects and to send approved operations to that account within enabled permissions. Customer represents that it owns or is authorized to administer each connected account and all data made available from it. Each connection may be subject to the third party’s terms, privacy practices, technical limits, employee permissions, API changes, outages, and fees.

The Service may interoperate with Lightspeed, payment processors, hosting and database providers, communications providers, AI model providers, and other third parties (“Third-Party Services”). Retail Relay does not control and is not responsible for Third-Party Services, their data, acts, omissions, security, availability, accuracy, or contract changes. Retail Relay may suspend or modify an integration if a Third-Party Service changes, withdraws access, creates a security risk, or no longer supports the required contract. Customer’s remedies concerning a Third-Party Service may be governed by Customer’s agreement with that provider.

8. Customer Data, Inputs, and Instructions

“Customer Data” means information, files, records, prompts, instructions, documents, credentials supplied through approved connection mechanisms, and other content submitted to or collected by the Service for Customer, excluding Retail Relay technology, aggregated statistics that do not identify Customer or an individual, and Third-Party Service data owned by another party. “Input” means Customer Data submitted to an AI-assisted feature.

As between the parties, Customer retains its rights in Customer Data. Customer grants Retail Relay and its subprocessors a nonexclusive, worldwide, limited-term right to host, copy, transmit, transform, display, analyze, and otherwise process Customer Data only as reasonably necessary to provide, secure, support, troubleshoot, and improve the Service for Customer; comply with law; enforce these Terms; and prevent fraud or abuse. This license ends when no longer reasonably necessary for those purposes, subject to documented retention, backup, legal-hold, and audit requirements.

• Customer represents that it has all notices, consents, permissions, and lawful bases needed for Retail Relay to process Customer Data as instructed.
• Customer will not submit payment-card data, government identifiers, health information, biometric data, children’s data, or other specially regulated information unless the Service and a written agreement expressly support that data.
• Imported invoice, email, product, vendor, order, note, or free-text content is treated as untrusted evidence and cannot select a tenant, enable a capability, approve work, or supply executable instructions by itself.
• Retail Relay will not use Customer Data to train a generalized model for other customers unless Customer separately and expressly opts in through a written or comparably clear electronic agreement. Service-specific configuration, abuse monitoring, and de-identified aggregate performance measurement are not generalized model training.

9. Privacy, Data Processing, and Security

Each party will comply with privacy and data-protection laws applicable to its role. When Retail Relay processes personal information on Customer’s behalf, Customer is the business, controller, or equivalent responsible party and Retail Relay is the service provider, processor, or equivalent, except for account, billing, security, and legal-compliance information that Retail Relay processes for its own legitimate purposes. If applicable law requires a data processing addendum, the parties will enter into Retail Relay’s then-current addendum before Customer submits covered data.

Retail Relay will maintain administrative, technical, and organizational safeguards designed to protect Customer Data against unauthorized access, use, alteration, or disclosure, taking into account the Service’s nature and risk. No internet-connected service is completely secure. Customer acknowledges that encryption, access controls, logging, human approval, kill switches, reconciliation, and read-back verification reduce but do not eliminate risk.

Retail Relay may use subprocessors to provide the Service and remains responsible for their performance to the extent required by the applicable written data-processing terms. Customer authorizes transfers and remote processing reasonably necessary to provide the Service, subject to legally required safeguards. Retail Relay will provide notices of legally material security incidents as required by applicable law and any controlling data processing addendum.

10. Confidentiality

“Confidential Information” means nonpublic information disclosed by one party (“Discloser”) to the other (“Recipient”) that is marked confidential or should reasonably be understood as confidential, including Customer Data, credentials, product plans, security information, pricing not publicly offered, and business records. It excludes information the Recipient can document was lawfully known without restriction, independently developed without use of Confidential Information, rightfully received without duty, or publicly available through no breach.

Recipient will use Confidential Information only to perform or exercise rights under this agreement, protect it using at least reasonable care, and disclose it only to personnel, professional advisers, and subcontractors who need to know it and are bound by protective obligations. Recipient may disclose information when legally required if, where lawful, it gives prompt notice and reasonable assistance. These duties continue for five years after disclosure, and for trade secrets and protected personal data as long as the information remains protected by applicable law.

11. Accounts, Credentials, and Workspace Administration

Authorized Users must provide accurate account information, keep credentials confidential, and not share individual accounts. Customer will promptly notify Retail Relay of suspected compromise and is responsible for resetting affected credentials, reviewing workspace membership, and taking reasonable containment steps. Retail Relay may rely on instructions and approvals authenticated through Customer’s accounts unless Retail Relay has actual knowledge that the account is compromised or the action otherwise fails a required safety check.

Customer’s Authorized Users may use only the workspace capabilities exposed to their assigned roles. An authenticated owner must connect each source account and separately enable any write-capable connection profile. An Authorized User may activate an available kill switch only when the Service exposes that control to the user’s assigned role; profile enablement, kill-switch state, and billing state are distinct controls. The Service does not provide a general information-deletion capability, and legal-acceptance and operational audit evidence is append-only. Customer, not Retail Relay, is responsible for disputes among Customer personnel and for instructions from an authorized representative. Retail Relay may require additional verification before sensitive account, billing, credential, or ownership changes.

12. Fees, Metering, Taxes, Renewal, and Cancellation

Customer will pay the fees and applicable taxes shown at checkout or in an Order Form. Unless stated otherwise, subscription charges are billed in advance, usage or account quantities are measured by Retail Relay’s server-side records, fees are nonrefundable except as expressly required by law or these Terms, and payment obligations are not cancellable for a committed term. Customer authorizes Retail Relay and its payment processor to charge the payment method on file for recurring fees, measured quantities, taxes, and authorized adjustments.

A “Connection” is one OAuth-authorized integration with one independent R-Series Account. Unless checkout or an Order Form states a different configuration, the standard online Retail Relay Complete subscription is US$100 per month, includes the first billed live Connection, and costs US$50 per month for each additional billed live Connection. A Connection becomes billable when it is in a live-read or separately qualified live-operations billing state; mock, replay, shadow, disabled, disconnecting, disconnected, and purged Connections do not increase quantity. Enabling the full-product-test operation profile is distinct from the Connection’s billing state and does not add another unit by itself. The base subscription quantity remains one while the subscription is active, including when no live Connection is enabled. Before an owner makes an additional Connection billable, the Service will display the applicable incremental price; completing that action authorizes the quantity change and any disclosed proration.

A subscription automatically renews for successive periods equal to the expiring subscription period unless Customer cancels before renewal through the cancellation method presented in the Service or an Order Form states otherwise. Cancellation takes effect at the end of the then-current paid period; Customer retains access until then unless the account is suspended for cause. Retail Relay will disclose material renewal terms, price, cadence, and cancellation method before collecting payment information and will provide notices required by applicable law.

Retail Relay may change fees for a future renewal period by giving advance notice required by the Order Form or applicable law. Customer is responsible for all sales, use, value-added, withholding, and similar taxes other than taxes on Retail Relay’s net income. Overdue undisputed amounts may accrue lawful interest and reasonable collection costs. Customer must raise a good-faith billing dispute within 60 days after the charge, unless law requires longer.

13. Trials, Previews, Beta Features, and Private Tests

Retail Relay may offer trials, previews, beta features, controlled-account tests, or attended private-test capabilities (collectively, “Pre-Release Features”). Pre-Release Features may be incomplete, change without notice, have lower availability, contain defects, or be discontinued. They may be used only for the permitted purpose and within stated limits. Customer will use heightened review, controlled data and accounts, appropriate supervision, and documented reconciliation for any Pre-Release Feature that can affect source systems.

Unless an Order Form expressly states otherwise, Pre-Release Features are provided without service-level commitments and without any promise of future release. Confidential nonpublic Pre-Release Features and related documentation are Retail Relay Confidential Information. The warranty disclaimers and liability limits in these Terms apply to Pre-Release Features to the maximum extent permitted by law.

14. Acceptable Use and Restrictions

Customer and Authorized Users will not, and will not help another person to:

• Use the Service unlawfully, deceptively, to violate third-party rights, or outside Customer’s authorized business purposes.
• Access another customer’s workspace or data; probe or defeat authentication, tenant isolation, rate limits, policy checks, approval flows, operation profiles, kill switches, or other safeguards.
• Submit arbitrary source HTTP, SQL, executable code, malware, prompt injection, or instructions intended to cause the Service to ignore its system controls.
• Attempt to enable or execute an unavailable operation, use a virtual aggregate as a physical mutation target, or bypass exact entity resolution and human review.
• Attempt source Item deletion, OrderLine deletion, reconcile-all, refund, void, anonymization, cross-account transfer emulation, or another unsupported destructive action through the Service.
• Reverse engineer, decompile, scrape, copy, frame, resell, sublicense, benchmark for a competing product, or use the Service to develop a substantially similar service, except to the limited extent a restriction is prohibited by law.
• Overload, disrupt, interfere with, or introduce harmful code into the Service or a Third-Party Service.
• Use Outputs or the Service to make unlawful high-impact decisions about individuals or to process prohibited sensitive data.

Retail Relay may investigate suspected misuse and preserve relevant evidence. It may rate-limit, block, or suspend activity reasonably believed to threaten security, legal compliance, another customer, a Third-Party Service, or the integrity of an operational workflow.

15. Retail Relay Technology and License

Retail Relay and its licensors own the Service, software, interfaces, workflows, models, prompts, schemas, designs, documentation, aggregated statistics, and related intellectual property (“Retail Relay Technology”). Subject to Customer’s payment and compliance with these Terms, Retail Relay grants Customer a limited, nonexclusive, nontransferable, nonsublicensable right during the subscription term for Authorized Users to access and use the Service for Customer’s internal business operations.

No rights are granted by implication. Customer may make a reasonable number of copies of documentation solely for internal use. Third-party and open-source components remain subject to their applicable licenses. If Customer gives suggestions, corrections, ideas, or other feedback, Customer grants Retail Relay a perpetual, irrevocable, worldwide, royalty-free right to use and incorporate that feedback without identifying Customer or disclosing Customer Confidential Information.

16. Service Changes, Availability, and Support

Retail Relay may update the Service to improve safety, reliability, legal compliance, or functionality. It may add, modify, or remove features, models, providers, limits, and integrations. Retail Relay will not materially reduce paid core functionality during a committed term without reasonable notice unless the change is needed to address law, security, misuse, or a Third-Party Service change. If a non-emergency change materially removes paid core functionality and Retail Relay cannot provide a reasonable alternative, Customer may terminate the affected subscription and receive a prorated refund of prepaid unused fees for that affected functionality as Customer’s exclusive contractual remedy for the removal.

The Service may be unavailable because of maintenance, outages, internet conditions, source-system limits, rate limits, API or model changes, security events, or causes beyond Retail Relay’s reasonable control. Unless an Order Form includes a specific service-level commitment, Retail Relay does not guarantee availability or response times. Support channels and hours are those identified in the Service or applicable Order Form.

17. Suspension

Retail Relay may suspend some or all access immediately when reasonably necessary to prevent or contain a security incident, unauthorized source operation, legal violation, material threat, prohibited use, nonpayment, or harm to Customer, Retail Relay, another customer, or a Third-Party Service. Where practicable, Retail Relay will limit suspension to the affected user, connection, feature, or operation; notify Customer; and restore access after the issue is resolved. Emergency suspension does not create a duty to execute, reverse, or compensate for a source-system operation.

18. Term and Termination

These Terms begin when first accepted and continue while Customer has an account or uses the Service. Either party may terminate an Order Form for material breach if the breach is not cured within 30 days after written notice, or immediately if the breach cannot reasonably be cured. Retail Relay may terminate immediately for unlawful use, deliberate safeguard circumvention, fraud, insolvency where legally permitted, or a material security threat. Customer may terminate as provided in the cancellation terms or an Order Form.

On termination, Customer’s access and licenses end, outstanding fees become due, and Retail Relay may disable connections and stop new work. Already-started or ambiguous source operations may require safe reconciliation or manual follow-up before credentials are removed. Before termination, Customer should export information available through the Service’s then-current report-export features and directly from its source systems. The Service does not promise a complete workspace export or a fixed post-termination export window unless an Order Form or data processing addendum expressly provides one. Subject to applicable law and written retention commitments, Retail Relay may delete or de-identify Customer Data while retaining billing, security, append-only audit, legal, backup, and dispute records as necessary.

Sections that by their nature should survive do survive, including payment obligations, confidentiality, intellectual property, disclaimers, risk allocation, limitations of liability, indemnification, dispute terms, and miscellaneous provisions.

19. Limited Performance Commitment

Retail Relay will provide the paid Service in a professional and workmanlike manner materially consistent with its then-current documentation. Customer must report a claimed breach with reasonable detail within 30 days after discovery. Retail Relay’s obligation and Customer’s exclusive contractual remedy for breach of this commitment is for Retail Relay to use commercially reasonable efforts to re-perform or correct the affected Service, or, if Retail Relay determines correction is not commercially reasonable, to terminate the affected functionality and refund prepaid unused fees allocable to it.

20. Warranty Disclaimers

EXCEPT FOR THE EXPRESS COMMITMENT IN SECTION 19, AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICE, OUTPUTS, PRE-RELEASE FEATURES, DOCUMENTATION, AND ALL RELATED MATERIALS ARE PROVIDED “AS IS” AND “AS AVAILABLE.” RETAIL RELAY AND ITS LICENSORS DISCLAIM ALL EXPRESS, IMPLIED, STATUTORY, AND OTHER WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT, ACCURACY, AND ANY WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

RETAIL RELAY DOES NOT WARRANT THAT THE SERVICE OR ANY OUTPUT WILL BE ACCURATE, COMPLETE, CURRENT, SECURE, UNINTERRUPTED, ERROR-FREE, OR SUITABLE FOR CUSTOMER’S BUSINESS; THAT DEFECTS OR UNINTENDED SOURCE EFFECTS WILL BE PREVENTED, DETECTED, CORRECTED, REVERSIBLE, OR RECOVERABLE; THAT THIRD-PARTY SERVICES WILL REMAIN AVAILABLE OR UNCHANGED; OR THAT THE SERVICE WILL PRODUCE ANY PARTICULAR SALES, INVENTORY, COST, COMPLIANCE, OR BUSINESS OUTCOME. NO ORAL OR INFORMAL STATEMENT CREATES A WARRANTY.

Some jurisdictions do not allow certain warranty exclusions. In those jurisdictions, the exclusions apply only to the extent permitted by law and any legally required warranty is limited to the shortest permitted duration.

21. Allocation of AI, Inventory, and Operational Risk

Customer understands that retail operations involve time-sensitive records and physical-world activity that software cannot fully observe or control. Even with human approval, bounded tools, least-privilege access, immutable plans, durable execution, reconciliation, read-back verification, audit logs, and kill switches, residual risk remains. Examples include incorrect or stale source data; mistaken product or vendor identity; unit, pack, cost, currency, or absolute-versus-delta misunderstanding; concurrent edits; compromised accounts; document extraction error; model error; API behavior change; ambiguous timeout; duplicate or partial order creation; incorrect reorder settings; an unintended quantity-on-hand value; a transfer that becomes noneditable after Send; and a difference between a source response and physical inventory.

Customer knowingly accepts the ordinary business risk of using AI-assisted and integrated operational software after reviewing these disclosures. Customer remains the decision-maker for approvals and must use controls proportionate to the potential loss. This allocation does not excuse Retail Relay from the express obligations in these Terms and does not waive liability that cannot lawfully be limited, including liability arising from fraud, willful misconduct, or any other category that applicable law makes non-waivable.

If Customer reports a suspected Service-caused operational discrepancy promptly and supplies reasonably requested evidence, Retail Relay will use commercially reasonable efforts to help identify the affected plan, execution, source evidence, and verification result and to describe available reconciliation steps. Retail Relay does not guarantee that a Third-Party Service will permit reversal, that physical inventory can be reconstructed, or that a source record can be restored. Any corrective source operation remains subject to current capability, safety review, and separate approval.

22. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY NOR ITS AFFILIATES, LICENSORS, OR SUPPLIERS WILL BE LIABLE ARISING OUT OF OR RELATING TO THESE TERMS FOR LOST PROFITS, REVENUE, SALES, SAVINGS, GOODWILL, OR BUSINESS OPPORTUNITY; BUSINESS INTERRUPTION; LOSS, CORRUPTION, OR RECONSTRUCTION OF DATA OR RECORDS; COST OF SUBSTITUTE GOODS OR SERVICES; OR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, EVEN IF ADVISED OF THEIR POSSIBILITY. THIS EXCLUSION APPLIES TO CLAIMS INVOLVING INVENTORY DISCREPANCIES, PURCHASING ERRORS, RECONCILIATION COSTS, PHYSICAL STOCK LOSS, MISSED SALES, CHARGEBACKS, PENALTIES, OR THIRD-PARTY SYSTEM EFFECTS TO THE EXTENT THOSE DAMAGES FALL WITHIN AN EXCLUDED CATEGORY UNDER APPLICABLE LAW.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE SERVICE OR THESE TERMS WILL NOT EXCEED THE FEES CUSTOMER PAID OR PAYABLE TO RETAIL RELAY FOR THE SERVICE DURING THE 12 MONTHS IMMEDIATELY BEFORE THE FIRST EVENT GIVING RISE TO LIABILITY. IF CUSTOMER USED ONLY A FREE OR PRE-RELEASE SERVICE DURING THAT PERIOD, RETAIL RELAY’S AGGREGATE LIABILITY WILL NOT EXCEED US$100.

The exclusions and cap do not apply to Customer’s payment obligations; either party’s infringement or misappropriation of the other party’s intellectual property; Customer’s breach of the use restrictions; or either party’s fraud, gross negligence, or willful misconduct. They also do not apply to liability that applicable law prohibits the parties from excluding or limiting. Confidentiality, data-protection, indemnity, and security claims are subject to the exclusions and cap except to the extent a signed Order Form provides a different cap or applicable law requires otherwise.

The parties agree that these limitations allocate commercial risk and are an essential basis of the bargain, including if a limited remedy fails of its essential purpose. Each party may obtain insurance for risks exceeding the agreed allocation. Some jurisdictions do not permit particular exclusions or limits, so those provisions apply only to the maximum lawful extent.

23. Customer Indemnification

Customer will defend Retail Relay, its affiliates, and their personnel against a third-party claim, and indemnify them from resulting damages, judgments, settlements, penalties, and reasonable external legal fees, to the extent the claim arises from: (a) Customer Data, Inputs, instructions, or Customer’s products or business; (b) Customer’s or an Authorized User’s unlawful use, unauthorized connected account, violation of third-party rights, or material breach of Sections 6, 7, 8, or 14; or (c) incorrect facts supplied by Customer, Customer’s mistaken approval of an accurately disclosed plan, or Customer’s intentional circumvention of safeguards. Customer has no obligation to the extent a claim was caused by Retail Relay’s execution materially outside the approved plan, breach, infringement, fraud, willful misconduct, or other non-waivable fault.

Retail Relay will promptly notify Customer of an indemnified claim, give Customer control of the defense and settlement, and provide reasonable cooperation at Customer’s expense. Customer may not settle a claim in a way that admits fault by, imposes non-monetary duties on, or fails to unconditionally release Retail Relay without Retail Relay’s written consent, not to be unreasonably withheld. Retail Relay may participate with counsel at its own expense.

24. Compliance, Export Controls, and Government Use

Each party will comply with laws applicable to its performance. Customer will not access or use the Service in violation of export controls, sanctions, anti-corruption, or trade laws, and represents that it and its Authorized Users are not prohibited parties or located in a prohibited territory. Customer is responsible for determining whether its products, records, and use are subject to sector-specific rules. The Service is commercial computer software and documentation developed exclusively at private expense; government use is limited to the rights customarily provided to commercial customers unless a signed agreement states otherwise.

25. Electronic Records, Notices, and Communications

Customer consents to transact electronically and to receive account, legal, billing, security, and Service communications through the Service and at the email address associated with its account. Customer may retain these Terms by printing or saving the public Terms page. Electronic acceptance, records, and signatures have the effect permitted by applicable electronic-transactions law. Customer is responsible for keeping contact information current and for configuring email systems to receive notices.

Routine notices may be delivered in the Service or by email and are effective when sent or posted. Notices of material breach, indemnified claims, or legal process must be sent to the legal-notice contact identified in the applicable Order Form, invoice, or Service and are effective on confirmed delivery. This section does not govern service of legal process where law requires another method.

26. Changes to These Terms

Retail Relay may update these Terms to reflect Service, law, security, or business changes. Retail Relay will identify the version and effective date and provide reasonable advance notice of material changes. When a change materially adversely affects rights, operational risk, data use, dispute terms, fees, or liability, Retail Relay will obtain renewed affirmative assent from a representative who affirmatively represents authority to bind Customer before applying that change to Customer, except to the extent immediate application is required by law. Retail Relay will not bind Customer to a material change merely by posting it or relying on silent continued use.

If Customer does not agree to a required material update, the prior Terms will continue through the then-current paid period where legally and operationally practicable. Retail Relay may then decline renewal or terminate the affected Service and refund prepaid fees for any unused period. Non-material administrative changes may take effect after notice to the extent permitted by law. A new operational plan remains separately reviewable and is never approved by acceptance of updated Terms.

27. Disputes; Governing Law

Before filing a non-emergency claim, each party will give the other a written description of the dispute and a requested resolution and will allow 30 days for business representatives to attempt in good faith to resolve it. Either party may seek urgent injunctive or equitable relief at any time to protect security, confidential information, access controls, or intellectual property.

Unless an applicable signed Order Form expressly states otherwise, these Terms are governed by the laws of the State of Maine, without regard to conflict-of-law rules, and the parties consent to the exclusive jurisdiction of the state and federal courts serving Cumberland County, Maine. The United Nations Convention on Contracts for the International Sale of Goods does not apply. Nothing in this section prevents either party from using small-claims court where eligible or exercising a non-waivable statutory right. These Terms do not require arbitration unless Customer and Retail Relay separately agree to a written arbitration provision.

28. Miscellaneous

Neither party is liable for delay or failure caused by events beyond its reasonable control, excluding Customer’s payment obligations and each party’s reasonable security and disaster-recovery duties. Neither party may assign these Terms without the other’s consent, except to an affiliate or in connection with a merger, reorganization, or sale of substantially all relevant assets, provided the assignee is not a direct competitor of the non-assigning party and assumes the obligations. Any prohibited assignment is void.

The parties are independent contractors. These Terms do not create a partnership, franchise, fiduciary, employment, agency, or joint venture relationship. There are no third-party beneficiaries. Failure to enforce a provision is not a waiver. A waiver must be written and signed by the waiving party. If a provision is unenforceable, it will be modified to the minimum extent needed to make it enforceable and the remainder continues in effect.

These Terms and controlling Order Forms are the entire agreement about the Service and supersede prior or contemporaneous proposals, statements, and understandings on that subject. The words “including” and “includes” mean “including without limitation.” English controls unless applicable law requires otherwise. A copy accepted electronically is an original, and counterparts together form one instrument.

29. Contracting Entity and Contact

Putnam Development Studios LLC, a Maine limited liability company that provides the Service under the Retail Relay brand, is the Retail Relay contracting entity. Questions and contractual notices may be submitted through the support or legal-notice channel displayed in the Service or on the applicable Order Form. Retail Relay will provide an appropriate mailing address for a legally required notice on request; this sentence does not restrict any method of service required by law.