Terms and Conditions

1. Acceptance of Terms

By accessing the Cloud Logix USA LLC website (cloudlogixusa.com) or using any of our supply chain technology platform services, you acknowledge that you have read, understood, and agree to be bound by these Terms and Conditions ("Terms"). These Terms constitute a legally binding agreement between you (the "User" or "Customer") and Cloud Logix USA LLC ("Cloud Logix," "Company," "we," "us," or "our").

If you are entering into these Terms on behalf of an organization, you represent and warrant that you have the authority to bind that organization to these Terms.

2. Use of Website and Services

You agree to use our website and services only for lawful purposes and in accordance with these Terms. Prohibited uses include:

• Violating any applicable federal, state, local, or international law or regulation
• Transmitting unsolicited commercial communications (spam)
• Attempting to gain unauthorized access to any portion of our platform or systems
• Introducing viruses, trojans, worms, or other malicious code
• Scraping, crawling, or harvesting data from our platform without express written consent
• Reverse engineering, decompiling, or disassembling any portion of our software
• Impersonating Cloud Logix or any employee, partner, or representative

3. Intellectual Property

All content, software, algorithms, interfaces, documentation, trademarks, service marks, logos, and other intellectual property on our platform and website are the exclusive property of Cloud Logix USA LLC or its licensors, protected by United States and international intellectual property laws.

You are granted a limited, non-exclusive, non-transferable, revocable license to access and use our platform solely for your internal business purposes pursuant to your active subscription agreement. You may not reproduce, distribute, modify, create derivative works of, publicly display, or exploit any content without our express written permission.

4. Service Modifications

Cloud Logix reserves the right to modify, suspend, or discontinue any aspect of our services at any time, including features, pricing structures, and availability, with or without notice. We will make commercially reasonable efforts to provide advance notice of material changes that affect active customer subscriptions. Cloud Logix shall not be liable to you or any third party for any modification, suspension, or discontinuation of services.

5. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CLOUD LOGIX USA LLC AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, AND SERVICE PROVIDERS SHALL NOT BE LIABLE FOR:

• Any indirect, incidental, special, consequential, or punitive damages
• Loss of profits, revenue, data, business opportunities, or goodwill
• Damages resulting from unauthorized access to or alteration of your transmissions or data
• Damages resulting from service interruptions, delays, or failures

IN NO EVENT SHALL CLOUD LOGIX'S AGGREGATE LIABILITY EXCEED THE GREATER OF (A) THE AMOUNTS PAID BY YOU TO CLOUD LOGIX IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM, OR (B) ONE HUNDRED DOLLARS ($100).

6. Indemnification

You agree to defend, indemnify, and hold harmless Cloud Logix USA LLC and its officers, directors, employees, agents, and successors from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or relating to: (a) your violation of these Terms; (b) your use of our services; (c) your violation of any third-party rights; or (d) any content you submit through our platform.

7. Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of Georgia, United States of America, without regard to its conflict of law provisions. Any legal action or proceeding arising under these Terms shall be brought exclusively in the federal or state courts located in Forsyth County, Georgia, and you hereby consent to the personal jurisdiction and venue therein.

8. Force Majeure

Cloud Logix shall not be liable for any failure or delay in performance of its obligations under these Terms arising from causes beyond its reasonable control, including but not limited to: acts of God, natural disasters, pandemic, war, terrorism, government actions, labor disputes, power failures, internet outages, cyberattacks, or failures of third-party service providers. In such events, Cloud Logix will use commercially reasonable efforts to resume normal service operations as promptly as practicable.

9. Disclaimer of Warranties

OUR SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. CLOUD LOGIX DOES NOT WARRANT THAT OUR SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

10. Contact

Questions regarding these Terms should be directed to: