Terms of Service

Last Updated: May 14, 2025

1. Eligibility

To use our Services, you must be at least 18 years old and capable of forming a binding contract with us. If you are using our Services on behalf of a business entity, you represent and warrant that you have the authority to bind that entity to these Terms, and such entity agrees to be bound by these Terms.

2. Account Registration and Security

2.1 Account Creation

To use certain features of our Services, you may need to create an account. You agree to provide accurate, current, and complete information during the registration process and to keep your account information updated.

2.2 Account Security

You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You agree to notify us immediately of any unauthorized use of your account or any other breach of security.

2.3 One Account Per Customer

You may not create or use more than one account without our express permission. We reserve the right to terminate duplicate accounts.

3. Services and Fees

3.1 Services Description

We provide e-commerce fulfillment and distribution services, including but not limited to warehousing, inventory management, order processing, picking, packing, shipping, returns processing, and other related services as described on our website or in a separate service agreement.

3.2 Service Levels

We offer different service levels and packages, with varying features, limitations, and pricing. The specific services available to you depend on the service level or package you select.

3.3 Fees and Payment

Our fees for the Services are posted on our website or will be provided to you in a separate agreement. We reserve the right to change our fees at any time, with notice to you as provided in these Terms.

3.4 Service Modifications

We reserve the right to modify, suspend, or discontinue any part of our Services at any time, with or without notice. We will not be liable to you or any third party for any modification, suspension, or discontinuation of our Services.

4. Customer Obligations

4.1 Compliance with Laws

You agree to comply with all applicable laws, regulations, and industry standards relating to your use of our Services, your products, and your business operations.

4.2 Accurate Information

You agree to provide accurate, current, and complete information about yourself, your business, your products, and your orders, and to promptly update such information as necessary.

4.3 Cooperation

You agree to cooperate with us in the provision of the Services, including providing timely responses to requests for information or approvals, and complying with our reasonable policies and procedures.

4.4 No Illegal or Harmful Products

You agree not to use our Services for any illegal, fraudulent, or unauthorized purpose, and not to store or ship any illegal, hazardous, dangerous, or prohibited products through our Services.

5. Products and Inventory

5.1 Product Information

You are responsible for providing accurate and complete information about your products, including descriptions, dimensions, weights, handling instructions, safety information, and any other relevant details.

5.2 Inventory Management

You are responsible for maintaining sufficient inventory levels to fulfill customer orders. We will make reasonable efforts to provide accurate inventory information, but we are not responsible for any errors or discrepancies in inventory counts or for any consequences resulting from such errors or discrepancies.

5.3 Product Ownership and Risk

You retain all intellectual property rights in and to your products, content, trademarks, and other materials you provide to us. You grant us a non-exclusive, worldwide, royalty-free license to use, reproduce, modify, and display such materials solely as necessary to provide the Services.

5.4 Insurance

We maintain insurance for products stored in our facilities, subject to certain limitations and exclusions. You are responsible for obtaining any additional insurance coverage you deem necessary for your products.

6. Payment Terms

6.1 Billing and Invoicing

We will invoice you for our Services according to the billing schedule specified in your service agreement or on our website. You agree to pay all invoiced amounts when due.

6.2 Payment Methods

We accept payment by credit card, ACH transfer, or other methods specified on our website. You authorize us to charge your payment method for all amounts due.

6.3 Late Payments

If you fail to pay any amount when due, we may charge late fees, suspend the provision of Services, withhold your inventory, or terminate your account, in addition to any other remedies available to us under law or equity.

6.4 Taxes

All fees are exclusive of taxes. You are responsible for paying all applicable taxes related to your use of the Services, except for taxes based on our net income.

7. Term and Termination

7.1 Term

These Terms will remain in effect until terminated by you or us as provided in these Terms.

7.2 Termination by You

You may terminate these Terms at any time by providing written notice to us and closing your account. Termination will be effective within 30 days of our receipt of your notice, subject to any minimum term requirements in your service agreement.

7.3 Termination by Us

We may terminate these Terms and your access to the Services at any time, with or without cause, upon written notice to you. If we terminate without cause, we will provide at least 30 days' notice.

7.4 Effect of Termination

Upon termination of these Terms:

• You will pay all outstanding fees and charges for Services provided up to the date of termination.
• We will return your remaining inventory to you, at your expense, or dispose of it as directed by you, also at your expense.
• Any provisions of these Terms that, by their nature, should survive termination will survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnification, and limitations of liability.

8. Intellectual Property

8.1 Our Intellectual Property

All intellectual property rights in and to the Services, including but not limited to software, designs, text, graphics, logos, images, and data compilations, are owned by us or our licensors. Nothing in these Terms grants you any right, title, or interest in or to our intellectual property.

8.2 Your Intellectual Property

You retain all intellectual property rights in and to your products, content, trademarks, and other materials you provide to us. You grant us a non-exclusive, worldwide, royalty-free license to use, reproduce, modify, and display such materials solely as necessary to provide the Services.

8.3 Feedback

If you provide us with any feedback, suggestions, or ideas regarding our Services, you grant us a perpetual, irrevocable, non-exclusive, royalty-free right to use, modify, and incorporate such feedback into our Services without any obligation to you.

9. Confidentiality

Each party will maintain the confidentiality of the other party's confidential information and will not disclose such information to any third party without the prior written consent of the disclosing party, except as required by law or as necessary to provide or use the Services.

10. Disclaimer of Warranties

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT ANY WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE EXPRESSLY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

WE DO NOT WARRANT THAT THE SERVICES WILL MEET YOUR REQUIREMENTS, BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, OR THAT ANY ERRORS WILL BE CORRECTED. WE MAKE NO WARRANTY REGARDING THE QUALITY, ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS, OR RELIABILITY OF ANY CONTENT OR INFORMATION PROVIDED THROUGH THE SERVICES.

11. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL WE OR OUR AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOST PROFITS, LOST REVENUES, LOST SAVINGS, LOST BUSINESS OPPORTUNITIES, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE, OR SYSTEM FAILURE, OR THE COST OF SUBSTITUTE SERVICES, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR YOUR USE OF OR INABILITY TO USE THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT WE HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE.

IN NO EVENT WILL OUR TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE SERVICES EXCEED THE GREATER OF (A) THE AMOUNTS YOU HAVE PAID TO US FOR THE SERVICES GIVING RISE TO THE CLAIM DURING THE 12 MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) $1,000.

THE LIMITATIONS OF LIABILITY IN THIS SECTION APPLY TO ALL CLAIMS, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR ANY OTHER LEGAL THEORY.

12. Indemnification

You agree to indemnify, defend, and hold harmless us and our affiliates, directors, officers, employees, agents, and licensors from and against any and all claims, liabilities, damages, losses, costs, expenses, and fees (including reasonable attorneys' fees) arising from or relating to:

• Your use of the Services
• Your products or inventory
• Your violation of these Terms or any applicable law or regulation
• Your violation of any third-party right, including without limitation any intellectual property right or privacy right
• Any claim that your products or content caused damage to a third party

We reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of these claims.

13. Dispute Resolution

13.1 Governing Law

These Terms and any dispute arising from or relating to these Terms or the Services will be governed by and construed in accordance with the laws of the State of [State], without regard to conflict of law principles.

13.2 Informal Dispute Resolution

Before filing a claim against us, you agree to try to resolve the dispute informally by contacting us. We'll try to resolve the dispute informally by contacting you via email. If the dispute is not resolved within 30 days after submission, you or we may bring a formal proceeding.

13.3 Arbitration

Any dispute, controversy, or claim arising out of or relating to these Terms or the Services that cannot be resolved informally will be resolved by binding arbitration in accordance with the rules of the American Arbitration Association. The arbitration will be conducted in [City, State]. The decision of the arbitrator will be final and binding.

13.4 Class Action Waiver

YOU AND WE AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR OUR INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.

13.5 Small Claims Court

Notwithstanding the foregoing, you may bring an individual action in a small claims court of competent jurisdiction.

14. Changes to Terms

We reserve the right to modify these Terms at any time. If we make material changes to these Terms, we will provide notice to you by email, through the Services, or by other means. Your continued use of the Services after the effective date of the revised Terms constitutes your acceptance of the changes.

15. General Provisions

15.1 Entire Agreement

These Terms, together with any service agreements or other agreements you have entered into with us, constitute the entire agreement between you and us regarding the Services and supersede all prior agreements and understandings, whether written or oral.

15.2 Severability

If any provision of these Terms is held to be invalid or unenforceable, such provision will be struck and the remaining provisions will be enforced to the fullest extent under law.

15.3 No Waiver

Our failure to enforce any right or provision of these Terms will not be deemed a waiver of such right or provision.

15.4 Assignment

You may not assign or transfer these Terms or your rights and obligations under these Terms without our prior written consent. We may assign or transfer these Terms or our rights and obligations under these Terms without your consent.

15.5 Force Majeure

We will not be liable for any delay or failure to perform resulting from causes outside our reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes, or shortages of transportation facilities, fuel, energy, labor, or materials.

16. Contact Information

If you have any questions about these Terms, please contact us at:

Kommerce Supply
Email: legal@kommercesupply.com