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Effective as of December 04, 2024

PLEASE READ THESE FULFILLING INC. TERMS OF USE CAREFULLY BEFORE USING THIS SITE

Understanding these Terms

These terms of use (the “Terms”) tell you the rules for using our website (the “Site”).

Who we are & how to reach us

Fulfilling Inc., a Delaware corporation with its registered address at 1007 N Orange St. 4th Floor STE 1382, Wilmington, DE, 19801.

Any reference to ‘us’, ‘we’, ‘our’ or the Company within these Terms includes all or any of the direct or indirect parent or subsidiary undertakings.

Any words following the terms ‘including’, ‘include’, ‘in particular’, ‘for example’ or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

You can contact us info@fulfilling-us.com

By using our Site, you accept these Terms

By using our Site, you confirm that you accept these Terms and that you agree to comply with them.

If you do not agree to these Terms, you must not use our Site.

We recommend that you print or make a digital copy of these Terms for future reference.

Other terms you should be aware of

These Terms may refer to the following additional terms, which also apply to your use of our Site:

• our Privacy Policy, which sets out information about how we collect, use, store, and protect your personal data.

• product-specific or service-specific terms (including, but not limited to Terms of Use and Privacy Polices), which apply to certain products or services offered or distributed by us. These terms, including those governed by third-party providers, are integral to your engagement with these offerings. We strongly encourage you to review these terms thoroughly to ensure you fully understand their implications.

By accessing or using the Site, you acknowledge and accept that these additional terms form part of your agreement with us and govern your relationship with respect to the relevant products and services.

Changes to these Terms

We amend these Terms from time to time. Every time you wish to use our Site, please check these Terms to ensure you understand the terms that apply at that time. By continuing to use and access the Site, you agree to be bound by any amended Terms. It is your responsibility to check for any updates.

Changes to our Site

We may update and change our Site from time to time to reflect changes to our products, our services, our users' needs and our business priorities.

Suspension or Withdrawal of Our Site

We do not guarantee that our Site, or any content on it, will always be available or be uninterrupted. We may suspend or withdraw or restrict the availability of all or any part of our Site for business and operational reasons. Likewise, we are not responsible for the accuracy or completeness of our Site, products or services, or any lack or loss of functionality of our Site.

You are responsible for ensuring that all persons who access our Site through your internet connection are aware of these Terms and other applicable terms and conditions, and that they comply with them.

Transfer of Agreement Rights

We may transfer our rights and obligations under these Terms to another company. Where required by law, we will tell you in writing if this happens, and we will ensure that the transfer will not affect your rights under the agreement.

Rules for Using Our Content

We own or hold licenses for all intellectual property on our site, including all content, databases, proprietary software, and source code. The content on our site is safeguarded by various intellectual property rights, such as copyrights, trademarks, database rights, design rights, and others, both registered and unregistered. Our logos, trademarks, and service marks cannot be copied, reproduced, or used in any form without our prior written consent. All these rights are reserved.

Please keep in mind the following:

• You must always acknowledge us (and any identified contributors) as the authors of the content on our Site.

• You are not allowed to modify any printed or downloaded content, whether on paper or digitally.

• Do not use any illustrations, photographs, videos, audio clips, or graphics separately from their accompanying text.

• You must not use any content from our site for commercial purposes without obtaining a license from us. This includes using the content to develop or contribute to artificial intelligence solutions.

• If you print, copy, download, share, or repost any part of our site in violation of these terms, your right to use our site will end immediately.

• You must return or destroy any copies of the content you have made, at our discretion.

We may take further legal action if you breach these terms.

Content Reporting; Take-Down Requests; DMCA.

We are committed to responding to any alleged copyright violations, should they occur.

If you believe that your content has been copied in a way that constitutes copyright infringement, you or your agent may submit a Digital Millennium Copyright Act («DMCA») notification to us. If we find that there has been an alleged or actual infringement, we will take appropriate action under the DMCA and other intellectual property laws.

Alternatively, you can send the notice to us via info@fulfilling-us.com or contact us by mail or post.

Such notice must be in writing and contain the following information:

• your address, telephone number, and e-mail address;

• a description of the copyrighted work or other intellectual property that you claim has been infringed (including infringing and source URL);

• information sufficient to permit us to locate the alleged infringing work. If possible, please provide links to the exact location so that we may quickly and more easily locate the material or link;

• include the following statement: «I have a good faith belief that use of the copyrighted materials described above as allegedly infringing is not authorized by the copyright owner, its agent, or the law»;

• include the following statement: «I swear, under penalty of perjury, that the information in the notification is accurate and that I am the copyright owner or am authorized to act on behalf of the owner of an exclusive right that is allegedly infringed»;

• an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright.

In case of any material breach, we may remove the content from Site, prevent access to it, terminate or block access for those responsible for such content, and/or any other action deemed appropriate.

If you believe that your content has been removed (or accessed is disabled or blocked) is not infringing, or that you have been permitted to upload and use such content by the copyright owner (or his agent), or as required by law, you may send a Counter-Notice, including the following information to us.

• your name, address, telephone number, and e-mail address;

• description of the content that has been removed or to which access has been disabled;

• location at which the content appeared before it was removed or disabled;

• statement that you have a good faith belief that the content was removed or disabled as a result of a mistake or a misidentification of the content;

• statement that you consent to the jurisdiction of the federal court located within your place of residence, and a statement that you will accept service of process from the person who provided notification of the alleged infringement;

• your physical or electronic signature.

Once we receive a Counter-Notice, it will notify the original complaining party that it may replace the removed content or cease disabling it in 14 business days. We will replace your content or restore access to it within 10 to 14 business days at our sole discretion unless the copyright owner files an action seeking a court order.

No web scraping or data harvesting

You shall not conduct, facilitate, authorize or permit any text or data mining or web scraping in relation to our Site or any product or services provided via, or in relation to, our Site. This includes but is not limited to using (or permitting, authorizing or attempting the use of):

• any "robot", "bot", "spider", "scraper" or other automated device, program, tool, algorithm, code, process or methodology to access, obtain, copy, monitor or republish any portion of the Site or any data, content, information or services accessed via the same.

• any automated analytical technique aimed at analyzing text and data in digital form to generate information which includes but is not limited to patterns, trends and correlations.

The provisions in this clause should be treated as an express reservation of our rights in this regard.

This clause shall not apply insofar as (but only to the extent that) we are unable to exclude or limit text or data mining or web scraping activity by contract under the laws which are applicable to us.

Linking from our Site

We sometimes link to third-party services (whether by way of advertisements or otherwise), e.g., when you access or use our Site. A few things to bear in mind:

• we don’t endorse the websites and the services we link to;

• we’re not responsible for their content or liable for anything that happens to you if you use them;

• if you or anyone else shares something containing a link, we’re not responsible for anything on the site it links to;

• external websites and services usually have their own terms of use and privacy policies.

Linking to our Site

You may link to our home page, provided you do so in a way that is fair and legal and does not damage our brands or our reputation or take advantage of it. You are responsible for your own website and ensure it will at all times comply with all applicable laws.

You must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists.

You must not establish a link to our Site in any website, application or platform that is not owned by you.

Our Site must not be framed on any other website, application or platform, nor may you create a link to any part of our Site other than the home page, without prior agreement.

We reserve the right to withdraw linking permission without notice.

WARRANTY

THE SITE ARE PROVIDED “AS IS”, WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY DISCLAIMS ALL WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. THE ENTIRE RISK ARISING OUT OF THE USE OR PERFORMANCE OF THE SITE REMAINS WITH YOU. THE COMPANY FURTHER DOES NOT REPRESENT OR WARRANT THAT THE SITE WILL ALWAYS BE AVAILABLE, ACCESSIBLE, FUNCTIONAL, UNINTERRUPTED, SECURE, ACCURATE, COMPLETE AND ERROR-FREE.

LIMITATION OF LIABILITY

UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (TORT, CONTRACT, OR OTHERWISE), SHALL THE COMPANY OR ITS AFFILIATES DIRECTORS, OFFICERS, EMPLOYEES OR LICENSORS BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES OF ANY TYPE INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, LOST PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION, COMPUTER FAILURE OR MALFUNCTION, OR ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSSES ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SITE OR ANY CONTENT. Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so this limitation and exclusion may not apply to You.

YOU ACKNOWLEDGE AND AGREE THAT IN NO EVENT SHALL THE COMPANY HAVE ANY LIABILITY WHATSOEVER, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT THE POSSIBILITY OF SUCH DAMAGES OR LOSSES HAS BEEN NOTIFIED TO THE COMPANY, IN CONNECTION WITH OR ARISING FROM YOUR USE OF THE SITE. YOUR ONLY RIGHT OR REMEDY WITH RESPECT TO ANY DISSATISFACTION WITH THE SITE IS TO IMMEDIATELY CEASE USE OF THE SITE.

THE COMPANY’S TOTAL LIABILITY TO YOU UNDER OR IN CONNECTION WITH YOUR USE OF THE SITE SHALL NOT EXCEED ONE U.S DOLLARS.

RESPONSIBILITY FOR VIRUSES AND MALWARE

WE DO NOT GUARANTEE THAT OUR SITE WILL BE SECURE OR FREE FROM BUGS OR VIRUSES.

YOU ARE RESPONSIBLE FOR CONFIGURING YOUR INFORMATION TECHNOLOGY, SOFTWARE AND PLATFORM TO ACCESS OUR SITE. YOU SHOULD USE YOUR OWN VIRUS PROTECTION SOFTWARE.

YOU MUST NOT MISUSE OUR SITE BY KNOWINGLY INTRODUCING VIRUSES, TROJANS, WORMS, LOGIC BOMBS OR OTHER MATERIAL THAT IS MALICIOUS OR TECHNOLOGICALLY HARMFUL. YOU MUST NOT ATTEMPT TO GAIN UNAUTHORIZED ACCESS TO OUR SITE, THE SERVER ON WHICH OUR SITE IS STORED OR ANY SERVER, COMPUTER OR DATABASE CONNECTED TO OUR SITE.

WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A VIRUS, DISTRIBUTED DENIAL-OF-SERVICE ATTACK, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF OUR SITE OR TO YOUR DOWNLOADING OF ANY CONTENT ON IT, OR ON ANY WEBSITE, APPLICATION OR PLATFORM LINKED TO IT.

Unauthorized Access to Personal Information:

We are not responsible for any unauthorized access to or use of your personal information. By using the site, you agree to this disclaimer. If you do not agree, please do not use the site.

Indemnification

To the extent permitted by applicable law, you will indemnify, defend, and hold us, our subsidiaries, affiliates, related parties, successors, officers, agents, representatives, employees, contractors, partners, and licensors (“Indemnified Parties”) harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of:

• your use or misuse of the Site;

• your violation of these Terms and/or other policies that may apply to you;

• your violation of applicable law;

• any misrepresentation made by you to any of the Indemnified Parties;

• your violation of the rights of any third party; and/or

• any disputes or issues between you and any 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 under these Terms, and you agree to cooperate with our defense of these claims. You agree not to settle any matter without our prior written consent. We will use reasonable efforts to notify you of any such claim, action, or proceeding upon becoming aware of it.

Jurisdiction and Governing Law Clause

For residents of the European Union, United Kingdom, Switzerland, Norway, or Iceland, the laws of your home country will govern any legal issues or disputes arising from these Terms or your use of our services.

If you reside in the United States, disputes will be addressed under the arbitration process outlined below. Non-U.S. residents who attempt to bring legal actions in the United States agree that the arbitration process shall determine any preliminary questions, including but not limited to the applicability of this section, the appropriate venue, and governing law.

Arbitration Clause

Any dispute, controversy, or claim arising out of or relating to these Terms, including the breach, termination, enforcement, interpretation, or validity thereof, or the use of the Site (collectively, "Disputes"), shall be resolved through binding arbitration.

CLASS ACTION WAIVER

YOU AND FULFILLING AGREE THAT ANY PROCEEDINGS TO RESOLVE DISPUTES ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR YOUR USE OF THE SITE, TO THE FULLEST EXTENT PERMITTED BY LAW, WILL BE CONDUCTED ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED OR REPRESENTATIVE ACTION.

THIS MEANS THAT YOU AND FULFILLING BOTH AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR YOUR USE OF THE SITE ONLY IN YOUR OR OUR INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.

FURTHER, UNLESS YOU AND FULFILLING AGREE OTHERWISE IN WRITING, THE ARBITRATOR IN ANY DISPUTE MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS AND MAY NOT PRESIDE OVER ANY FORM OF CLASS ACTION PROCEEDING. IF THIS SPECIFIC PARAGRAPH IS HELD UNENFORCEABLE, THEN THE ENTIRETY OF THIS “DISPUTE RESOLUTION” SECTION WILL BE DEEMED VOID.

Arbitration will be conducted by a neutral arbitrator in accordance with the rules of the American Arbitration Association (AAA) or any similar arbitration organization mutually agreed upon by the parties. The Federal Arbitration Act governs the interpretation and application of this section. To initiate arbitration, the initiating party must deliver a written notice outlining the nature of the dispute and desired relief. The arbitrator will either be a retired judge or a practicing attorney with substantial experience in arbitration, selected from the relevant arbitration body’s roster.

Unless otherwise agreed upon, arbitration shall take place in Delaware. If attending arbitration in Delaware poses undue hardship to either party, the arbitrator may designate a more suitable location. For claims below $10,000, the arbitrator may decide the matter based on written submissions unless an in-person hearing is specifically requested or deemed necessary. Claims exceeding $10,000 will follow the evidentiary procedures as defined by the arbitration rules.

The arbitrator will deliver a decision within the time prescribed by the arbitration rules. Their decision shall include the basis and rationale for the award, which may only grant remedies on an individual basis and must align with the limitations on damages described elsewhere in these Terms. The judgment of the arbitrator can be confirmed and enforced in any court with jurisdiction.

Administrative costs and arbitrator fees will be shared in accordance with the relevant arbitration organization’s rules. Changes to this dispute resolution section will not retroactively impact disputes already initiated unless explicitly agreed by both parties. If any modifications are made to this section after you have accepted these Terms, you have 30 days to notify the Company of your decision to opt out of those changes, thereby retaining the terms previously accepted.

Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in a court of competent jurisdiction for claims related to intellectual property infringement or misappropriation.

General

The headings in these terms are solely used for convenience only.

You may not assign or delegate any or all of your rights or obligations under these terms.

We may assign our rights at any time without notice to you. Our delay or failure to exercise or enforce any right or provision of these terms shall not constitute or be construed as a waiver of such right to act.

We shall not be responsible for any breach of these terms caused by circumstances beyond our control.

Nothing in these terms shall be construed to create a joint venture, partnership, or agency relationship between you and us, and neither you nor we shall have the right or authority to incur any liability, debt, or cost, or enter into any contracts or other arrangements, in the name of or on behalf of the other.

CALIFORNIA NOTICE

Under California Civil Code Section 1789.3, California users of an electronic commercial service receive the following consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Suite N112, Sacramento, CA 95834, or by telephone at (800) 952-5210