Terms of Service - Services Agreement

1. Adherence to the Terms.

1.1 Onix Electronics LLC ("SHELF CLOUD" or "we") provides its Service (as defined below) to you through its website located at www.shelf-cloud.com (the "Site”). This Terms of Service agreement ("TOS") governs how the service is provided to you. The policies ("Policies") and pricing schedule ("Fee Schedule") that control the operation of certain services are displayed on the Site or easily accessible to registered users of the Service, and they will apply to your use of those services as well. By reference, all such policies and the fee schedule are included below. You confirm that you have read, understand, and agree to be bound by this TOS by accepting this Terms of service or by accessing or using the Service or the Site. The terms "you" or "your" refer to the entity in question and its affiliates if you are signing this TOS on behalf of a company, business, or other legal entity, if that's the case, you guarantee that you possess the authority to obligate that organization's affiliates to these terms. You should not accept this TOS and are not permitted to use the Service if you lack such authority or disagree with it.

1.2. SHELF CLOUD reserves the right to modify these TOS, the Policies, and the Fee Schedule at any time. If we make any changes to the Terms of Service or the Fee Schedule, we'll let you know either by sending an email to the address connected to your account or by publishing a notice on the website. The Fee Schedule is accessible www.shelf-cloud.com, and you can examine the most recent version of this TOS at any time by visiting those websites. What are the fees for SHELF CLOUD. If you use the Service after that time, it will be assumed that you have read and agree to the updated TOS and Fee Schedule, which will take effect thirty (30) days after we post or email you notice of them. The only option available to you is to discontinue using the Services and submit a cancellation message to info@shelf-cloud.com if any modification, you will not consent to any changes to the TOS, Guidelines, or Fee Schedule.

1.3. You will need to register with the website to enjoy some features of our service. You must supply an email address and password for your profile ("Account") as part of the registration procedure.

2. Service Description.

The Site, Fulfillment Services (defined below), and all software data, reports, texts, photos, sounds, videos, and content made available through any of the aforementioned are collectively referred to as the "Service" and collectively referred to as the "Content" respectively. This TOS also applies to any new features that are enhanced or added to the service. The following services are included under the heading "Fulfillment Services" for your goods (the "Products"), as well as the shipping and tracking of orders placed for them by consumers who buy them through your sales systems:

2.1 Automated order fulfillment With an administrative Internet interface, you may manage and monitor. Receiving, Storing, Packing, Shipping, Managing Returned Parcels, or Disposal

3. Admission and usage of the Service General Terms.

3.1. You may access and utilize the Service only in accordance with the terms and restrictions of this TOS. Every right, title, and interest in the Service and all of its parts will continue to be held by SHELF CLOUD and will exclusively belong to that business. You are prohibited from using the Service in the following ways: (a) sublicense, resell, rent, lease, transfer, assign, timeshare, or otherwise commercially exploit or make it available to any third party; (b) use the Service illegally (including without limitation in violation of any data, privacy, or export control laws) or in a way that compromises the integrity or performance of the Service or any of its components; and (c) modify, adapt, or hack the Service in any other way. Any codes of behavior, rules, or other notifications that SHELF CLOUD gives you or publishes in connection with the Service must be complied with by you. You must also tell SHELF CLOUD right once if you become aware of a security breach involving the Service. You consent to using only the interface made available by SHELF CLOUD to use the Service. You promise not to employ any other strategy. No license or right to use any trademark of our business or that of any third party is given to you in connection with the Service, and any rights not expressly permitted herein are reserved.

3.2. All information, text, data, and other materials that you upload, publish, distribute, provide, or otherwise transmit or store (hence, "post(ing)") in connection with or pertaining to the Service ("Your Content") are exclusively your responsibility. You acknowledge and agree that SHELF CLOUD shall have the right to automatically include an identifying footer in line with our usual standards then in force to any email sent outside of your organization over the Services. You consent to assist SHELF CLOUD reasonably in advertising and marketing the Services by working with them.

3.3 You are accountable for all activities that take place under your login or account as well as for keeping your login, password, and account information confidential. The right to access your account is reserved by SHELF CLOUD in order to handle your requests for technical assistance. You hereby grant us a global, non-exclusive, continuous, irreversible, royalty-free, fully paid, licensable and convertible license for using, modify, reproduce, distribute, display, publish, and perform Your Content in connection with the Service by posting Your Content on or through the Service. We have the right to monitor the Service, the Content, or Your Content, but we are not obligated to do so. You further acknowledge that SHELF CLOUD is free to take down or deactivate any Content whenever it sees fit, for any reason (including, but not limited to, after learning of claims or accusations made against it by authorities or third parties), or for no reason at all. You hereby grant us with the full, unrestricted right to use, incorporate, exercise, and exploit any such Feedback in connection with its products and services, to the extent that you provide any suggestions, enhancement requests, feedback, recommendations, or other input relating to the Service ("Feedback").

3.4. Despite any other provision to the contrary, we shall have the right to gather and analyze data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies (including, without limitation, information concerning Your Content and data derived therefrom), and SHELF CLOUD shall be free (during and after the term of this Agreement) to I use such information and data to improve and enhance the Services; (ii) use such information and data to develop new Services

3.5. You are aware that the procedure of the Provider, including Your Information, may be unencrypted and involve (a) transmissions over various networks; (b) changes to conform and adapt to technical requirements of connecting networks or devices; and (c) transmission to SHELF CLOUD 's third party vendors and hosting partners to provide the necessary hardware, software, networking, and related technology required to operate and provide the Service. As a result, you acknowledge that it is solely your duty to ensure the security, backup, and integrity of Your Content. Our firm will not be held responsible to you for any unauthorized access to or use of Your Content, or for any alterations to, deletion of, loss of, or damage to Your Content.

3.6. You are responsible for acquiring and maintaining any necessary hardware, software, servers, operating systems, networking, web servers, long distance, and local telephone service (collectively, "Equipment") so that you can connect to, access, or otherwise use the Services.

3.7. Our company's failure to assert or enforce any right or condition of this TOS shall not be construed as a waiver of such right. You agree that although it is electronic and neither you nor we have physically signed it, this TOS, which regulates your use of the Service, constitutes a legal agreement between you and SHELF CLOUD.

3.8 We reserve the right to refer to you by name and/or company name for marketing or promotional purposes on our website and in other communications with current or potential SHELF CLOUD clients. You must send an email to info@shelf-cloud.com declining SHELF CLOUD this permission and expressing that you do not want to be used as a reference.

3.9. In accordance with our regular procedure and according to the provisions of this agreement, SHELF CLOUD may (but is not obligated to) offer technical support services through email.

3.10 You agree that the Company and/or its relevant third-party fulfillment or warehouse partner(s) ("Fulfillment Partners") shall have an actual or constructive lien and security interest (which, in the case of SHELF CLOUD need not be a warehouseman's lien unless required by applicable law), or similar interest in accordance with the UCC or any other applicable local law, on all of your products and merchandise in SHELF CLOUD operations. Our Company and/or its Fulfillment Partners may decline to surrender custody of your items and commodities until all payments, charges, and fees are paid in full. You provide SHELF CLOUD permission to dispose of damaged, unusable, or otherwise compromised merchandise in accordance with its customary procedures for handling returns and, after due processing, non-responsive or unpaid accounts with balances beyond specific criteria. You agree to sign any and all paperwork that may be reasonably needed by SHELF CLOUD or its fulfillment partners in order to obtain, perfect, and maintain their lien rights, security interests, and/or other rights in your goods and merchandise needed to run the platform. If necessary, you may also grant a limited power of attorney.

4. The cost.

4.1. If the Service, or any part of it, is made available for a price, you must pay all fees and any additional shipping costs listed in our fee schedule as well as give us your credit card or bank account details (for bank-to-bank transfer with ACH). You affirm and guarantee that the information provided is accurate and that you have permission to use the payment instrument on behalf of SHELF CLOUD. If your billing address or payment card expiration date changes, for instance, you must immediately update your account details. SHELF CLOUD will upload an invoice for the fees and charges to your account as convenient to SHELF CLOUD or otherwise make it accessible to you. You have the option of paying with a credit card or an ACH transfer. Rejecting a credit card or ACH may result in additional fees and/or the suspension or termination of the Service. The Services may be discontinued if full payment for invoices is not received by SHELF CLOUD thirty (30) days following the posting of the invoice. Unpaid invoices are subject to a penalty of 1.5% per month on any outstanding balance or the maximum allowable by law, whichever is lower, plus all costs of collection. Failing to pay your invoices on time is regarded as a significant violation. In addition, if you have any delinquent or nonresponsive accounts, unpaid invoices, or unclaimed goods, Our company may, with or without notice to you, take any lawful actions or authorize representatives (including its Fulfillment Partners) to take any lawful action, including estimating value, disposing of damaged, delinquent, or other nonconforming property, recovering value to the extent permitted by applicable law, establishing, perfecting, or maintaining a lien, security interest, or other security interest. Additionally, you expressly permit SHELF CLOUD or its fulfillment partners to deliver returned merchandise to any address that is publicly linked to you, including any address you give "SHELF CLOUD," any address connected to your account, any government agency, or any other third party acting on your behalf. Other than US taxes based on our company's net revenue, you are liable for all taxes related to the Services. Within thirty (30) days of the date we invoiced you, you must notify us if there are any costs you disagree with. We hold the right to alter our firm fees. If we decide to alter our pricing, SHELF CLOUD will, at its discretion, contact you or post a notice of the modified Fee Schedule on the Site at least 30 days prior to the change's effective date. SHELF CLOUD reserves the right to raise or lower the minimum deposit amount in its sole discretion at any time. We reserve the right to ask for a deposit for your Account to pay any fees, shipping costs, or other expenditures.

5. Receiving Cost

The "Receiving Cost" is the base price for bringing items into the warehouses. If there are additional fees for non-standard receiving that are established in the sole discretion of SHELF CLOUD ("Additional Costs"), such Additional Costs shall be in addition to the Receiving Costs/Fees, and you hereby agree to pay those Additional Fees. At its sole discretion, SHELF CLOUD may demand a Receiving Cost deposit to cover items arriving at or already present in the warehouse.

6. Declarations and guarantees.

You affirm and warrant to SHELF CLOUD that I you are fully able and authorized to enter into this TOS; (ii) you are the sole owner of all of Your Content or that you have obtained all permissions, releases, rights, or licenses necessary to engage in your posting and other activities (and to enable SHELF CLOUD to carry out its obligations) in connection with the Services without obtaining any additional releases or consents.

7. Dissolution.

Anytime you want, you can cancel your account by sending an email to info@shelf-cloud.com. We may, in our sole discretion, terminate your Account and these Terms of Service at any time by sending notice to the administrative email address connected to your Account, subject to earlier termination as specified below. The right is reserved to change or stop providing the Service at any time, either permanently or temporarily (or any part thereof). Upon any termination of your account, SHELF CLOUD reserves the right, in its sole discretion, to permanently remove all Your Content on the Service (if any). Any accrued payment rights, however, will remain in effect even after this TOS is terminated.

8. WARRANTIES DISCLAIMED.

8.1. The Services might be temporarily unavailable due to planned maintenance, unplanned emergency maintenance, or other reasons outside of our reasonable control that are either caused by SHELF CLOUD or by third-party providers. SHELF CLOUD EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER DIRECT OR MEANT TO IMPLY. INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. THE SERVICE, INCLUDING THE SITE AND CONTENT, AND ALL SERVER AND NETWORK COMP YOU ACKNOWLEDGE THAT SHELF CLOUD DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE OR VIRUS-FREE, NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES.

8.2 For products kept at or by SHELF CLOUD our company is not the importer of record. Regarding the Service, we won't be held accountable for following your directions. You understand that SHELF CLOUD neither inspects Products nor is accountable for the business decisions you make and carry out using the Service. SHELF CLOUD is not the Merchant of Record for any Products, just to be clear. Products damaged during the pick-and-pack procedure or products broken in transportation that have been picked-and-packed by SHELF CLOUD are not our responsibility.

9. LIMITED LIABILITY.

9.1 SHELF CLOUD shall not be liable towards you or any third party under any circumstances and under any theory of law (whether in contract, restitution, or otherwise).(A) any indirect, incidental, special, exemplary, consequential, or punitive damages, including lost profits, lost sales or business, lost data, or (B) for any direct damages, costs, losses, or liabilities that exceed the fees actually paid by you in the six (6) months preceding the event giving rise to such The parties have relied on these limitations in deciding whether to enter into this TOS. THE RISKS UNDER THIS TOS ARE SHARED BETWEEN THE PARTIES IN ACCORDANCE WITH THE PROVISIONS OF THIS SECTION.

9.2 Unless you can demonstrate with concrete evidence that our company converted the products to its own use, the liability of SHELF CLOUD described in this Section and shall be your sole remedy against our company for any claim or cause of action relating to loss, damage, and/or destruction of products. ANY RIGHT TO RELY ON ANY PRESUMPTION OF CONVERSION IMPLIED BY LAW IS RELEASED BY YOU. You agree that "SHELF CLOUD liability 's shall be limited to $.50 per pound for such lost, damaged, and/or destroyed products in the event of product loss, damage, or destruction ("Inventory Loss") for which SHELF CLOUD is legally liable. OUR COMPANY SHALL NOT BE RESPONSIBLE FOR ANY LOST SALES REVENUE DUE TO INVENTORY LOSS. The maximum liability of SHELF CLOUD for inventory loss is set at 5% of the total product value (defined below), or one month's worth of average billable storage, whichever is less.

9.3 Handling physical products may cause them to be lost or damaged. We uphold strict standards, but occasionally there are hidden shortages, product faults, mislabeled, incorrectly chosen products, and/or cross-shipments at our facilities. We uphold merchant-friendly shipping and product labeling standards. You acknowledge that, subject to the limitations of liability in this Section 9, our business will have a 1.5% shrink allowance based upon the total Product value as assessed solely in "SHELF CLOUD sole's reasonable judgment measured on a yearly basis" and the worth of your account's Products known to be within the facility. ("Product Value"). The term "Product shrinkage event" or "lost Products" should not apply to reasonable, offsetting Product modifications based on mismarked Products or receiving Product faults.

9.4 Due to the fact that some states do not permit the exclusion of implied warranties or the limitation of liability for incidental or consequential damages, you might not be covered by all of the aforementioned restrictions. THE LIABILITY OF SHELF CLOUD IN SUCH STATES SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

10. Compensation.

You are responsible for defending SHELF CLOUD from and against any claims, actions, or demands, also without restricting reasonable accounting and legal fees, that may arise from any of Your Content, a violation of this TOS, or other access, participation in, use of, or misuse of the Service. Any such claim, litigation, or demand will be notified to you by "SHELF CLOUD ". The right to assume the sole defense and management of any matter subject to indemnification under this section is reserved by "SHELF CLOUD ". If this occurs, you consent to comply with any reasonable requests made to aid SHELF CLOUD in the defense of the relevant claim.

11. Matters of the U.S. government.

Any restrictions, laws, or regulations of the US Department of Commerce, the US Department of Treasury Office of Foreign Assets Control, or any other US or foreign agency or authority must be respected when removing or exporting from the US, allowing the export or reexport of, or using any direct product of the Services or anything related to it.

12. Rights of Assignment

Without the prior written agreement SHELF CLOUD, you may not assign this TOS. However, SHELF CLOUD may freely assign or transfer this TOS, in whole or in part.

13. Other miscellaneous things.

If any part of this TOS is determined to be unenforceable or invalid, that part will be reduced or removed to the absolute minimum extent necessary to ensure that the remainder of this TOS is valid and enforceable. Both parties acknowledge and agree that this TOS, along with any Policies and Fee Schedule, constitutes the entire and only statement of their mutual understanding and supersedes and terminates all prior written and oral agreements, communications, and other understandings with respect to the subject matter of this TOS. Except as otherwise provided in this TOS, all waivers and modifications must be made in writing and signed by both parties. This TOS does not form any type of agency, partnership, joint venture, or employment, and you do not have any kind of power or authority to bind SHELF CLOUD in any way. The successful party in any action or proceeding to enforce rights under this TOS shall be entitled to costs and attorneys' fees. All notices given pursuant to this TOS shall be in writing and shall be deemed given when delivered personally, when receipt is electronically confirmed, when sent by facsimile or email, the day following the date of sending, when sent for next-day delivery by recognized night delivery service, and upon receipt, when sent by certified or licensed mail, return receipt requested.

14. Governing law.

Without respect to the rules of conflict of laws, the laws of the State of Florida shall govern this TOS. You hereby expressly consent to submit to the exclusive exercising jurisdiction of the state and federal courts of the State of California for the purpose of resolving any disagreement relating to your access to or use of the Service, unless SHELF CLOUD in a specific instance elects otherwise.

15. Force Majeure

(a) Fire, flood, earthquake, elements of nature, or acts of God; (b) wars (declared and undeclared), terrorist activities, sabotage, violent protests, civil disorders, rebellions, or revolutions; and (c) sabotage, among other events and things will not hold SHELF CLOUD liable for any failure or delay in the performance of any of its obligations within this TOS if and to the extent that such failure or delay is caused, directly or indirectly Without limiting the aforementioned, SHELF CLOUD will be excused from fulfilling its obligations under this TOS if and to the extent that: i) you or your employees fail to materially perform their duties under this TOS; (ii) any act is carried out or omitted by SHELF CLOUD or SHELF CLOUD personnel at your request; (iii) any act is performed by you or your personnel to the extent that such act was not otherwise agreed to by the parties; or (iv) system failure caused by a malicious third-party technical attack causing a sudden, unplanned increase in network activity above the threshold capacity of SHELF CLOUD systems.

16. DMCA.

For anyone who believes that content on the Internet violates their rights under U.S. copyright law, the Digital Millennium Copyright Act of 1998 (the "DMCA") offers remedy. In regard to any alleged or real infringement, SHELF CLOUD will quickly process and investigate reports of suspected infringement and take appropriate legal action in accordance with the DMCA and other appropriate intellectual property laws. Emailing our Copyright Agent at info@shelf-cloud.com with the subject line 'DMCA Takedown Request' is the proper way to report alleged copyright infringement. You can reach us by mail or fax at the following address:

SHELF CLOUD9629 Premier ParkwayMiramar, FL 33025

Fax: 954-833-4669

Notice: For it to be valid, the notification must be in writing and include the details listed below:

1. a description of the copyrighted work or other proprietary information that you allege has been infringed;
2. a physical or electronic signature from the representative of the original proprietor of the copyright as well as other intellectual property interest;
3. your address, phone number, and email address;
4. a description of the location on the Site of the allegedly infringing content, with enough specificity to enable us to detect it on the Site;
5. a declaration from you stating that you genuinely believe the disputed use is not permitted by the law, the copyright or intellectual property owner, or the owner's representative;
6. a declaration from you, given under oath and to the best of your knowledge and belief, that the information in your Notice is true and correct and that you have the right to speak for the copyright or intellectual property owner.

Counter-Notice: You may send a written counter-notice that includes the following information to the copyright agent if you believe that the content that was removed (or to which access was disabled) is not infringing, or that you have permission from the copyright owner, the copyright owner's agent, or as required by law to post and use such content.

A statement that you have a good faith belief that the content was removed or disabled due to error or a misidentification of the content; your physical or electronic signature; identification of the content that has been removed or to which availability has been disabled as well as the location at which the content appeared before it was removed or disabled; and your name, address, phone number, and email address, as well as a declaration that you consent to the jurisdiction of.

If the Copyright Agent receives a counter-notice, SHELF CLOUD will send a copy of the counter-notice to the person who first filed the complaint, reminding them that they have 10 business days to replace the removed content or stop disabling it. The withdrawn content may be reinstalled, or access to it restored, in 10 to 14 business days or more following receipt of the counter-notice, at SHELF CLOUD 's sole discretion, unless the copyright owner launches an action seeking a court order against the content provider.

Repeat Infringer Policy: SHELF CLOUD has adopted a policy of terminating, in suitable circumstances and at "SHELF CLOUD sole's discretion, individuals who are judged to be repeat infringers in compliance with the DMCA and other applicable law. In addition, regardless of whether there has been repeated infringement, SHELF CLOUD reserves the right to restrict access to the Site and/or revoke the accounts of any users who violate the rights to intellectual property of others.