Terms of Service

The Services include two distinct products:

• The Appath Platform — a subscription service for ongoing multichannel ecommerce operations, including catalog management, channel listing management, inventory management, order routing, order accounting, supplier workflows, and the AI Assistant.
• The AI Product Optimizer — a separate, optional, on-demand service that converts authorized product data into optimized, channel-ready product content. The AI Product Optimizer is not included in the Platform subscription unless an order form or pricing page expressly states otherwise.

If you use the Services for a business or organization, you represent that you have authority to bind that entity, and "Customer" or "you" refers to that entity.

The Services are intended for business use.

You represent and warrant that:

• You are at least 18 years old.
• You have legal capacity to enter into these Terms.
• You are authorized to act for the applicable business or organization.
• Your use of the Services is lawful.
• The information you provide to Appath is accurate and current.
• You are not prohibited from using the Services under applicable law or the rules of a connected sales channel.

You may not create an account using false information or impersonate another person or organization.

Account registration

Most Services require an account. You agree to:

• Provide accurate and complete information.
• Keep account information current.
• Maintain the security of your authentication method.
• Use multi-factor authentication when required.
• Prevent unauthorized use.
• Notify Appath promptly of suspected compromise or unauthorized access.
• Maintain accurate user roles and permissions.

Organization administrators

An organization owner or administrator may:

• Invite and remove users.
• Assign permissions.
• Configure integrations.
• Approve supplier relationships.
• Configure automation.
• Purchase Services.
• Access organization data.
• Submit account, export, disconnection, or deletion requests.

You are responsible for selecting administrators carefully and for actions taken by authorized users under your organization.

Managed authentication

Appath may use a third-party identity provider to authenticate users. Your use of that provider may also be subject to its terms and privacy practices.

Unauthorized access

You must not:

• Share user accounts.
• Allow unauthorized persons to use the Services.
• Circumvent access controls.
• Attempt to access another tenant's, supplier's, retailer's, or user's data.
• Use credentials belonging to another person or organization.
• Test Appath's security without written authorization.

Appath may suspend access when we reasonably believe an account, credential, integration, or device has been compromised.

The Appath Platform may provide functionality for:

• Catalog management.
• SKU and alias mapping.
• Product variations.
• Supplier product relationships.
• Channel listing management.
• Listing status and validation.
• Pricing and offer management.
• Inventory synchronization.
• Order retrieval.
• Seller-authorized order routing.
• Supplier purchase orders.
• Shipment and tracking updates.
• FBA-related workflows.
• Order accounting.
• Fee and settlement reconciliation.
• Exception management.
• Operational reporting.
• AI-assisted operational guidance.

Specific features depend on the Customer's plan, enabled integrations, marketplace eligibility, implementation status, and third-party availability.

Appath may add, modify, limit, or discontinue features. We will provide reasonable notice when a material change substantially reduces paid functionality, except when immediate action is required for security, legal, regulatory, marketplace, or third-party reasons.

Separate optional service

The AI Product Optimizer is separate from the Platform subscription and is optional. Access may require a separate purchase, package, usage allocation, statement of work, or order form.

Authorized source material

You may submit only product data, images, listings, instructions, and other materials that you are authorized to use.

You are responsible for:

• Source-data accuracy.
• Intellectual property rights.
• Brand permissions.
• Product-claim substantiation.
• Marketplace compliance.
• Regulatory compliance.
• Reviewing generated output.

Draft output

AI Product Optimizer output is draft content. It may include titles, attributes, bullet points, descriptions, keywords, image observations, recommendations, or channel-formatted content.

You acknowledge that generated output may:

• Contain errors.
• Omit information.
• Misinterpret an image or attribute.
• Require editing.
• Be rejected by a sales channel.
• Become outdated.
• Be unsuitable for a particular product, category, jurisdiction, or marketplace.

You must review and approve output before publication or operational use.

No performance guarantee

Appath does not guarantee:

• Search ranking.
• Recommendation placement.
• Traffic.
• Impressions.
• Conversion rate.
• Sales.
• Buy Box eligibility.
• Advertising performance.
• Marketplace approval.
• Listing acceptance.
• Revenue or profitability.

Benchmarks, scores, quality checks, projections, and recommendations are informational and do not guarantee results.

AI data use

Appath processes Customer Data to provide requested AI features. Appath does not use Amazon customer PII in AI prompts or model training and does not pool seller-specific Amazon Information across unrelated sellers to create shared competitive intelligence. Additional practices are described in the Privacy Policy.

The AI Assistant may provide operational summaries, explanations, recommendations, alerts, and responses based on authorized Customer Data and connected systems.

The AI Assistant:

• Is not a substitute for professional legal, tax, accounting, financial, regulatory, or marketplace advice.
• May produce incomplete, inaccurate, or outdated responses.
• May not reflect the most recent marketplace rule or account-specific condition.
• Should not be relied on as the sole basis for a material business decision.
• Does not replace the Customer's review or approval responsibilities.

You remain responsible for actions taken based on AI Assistant output.

Customer authorization

You may connect a sales channel only when you are authorized to act for the applicable seller, store, marketplace account, or business.

By authorizing an integration, you direct Appath to access, retrieve, process, and submit information within the permissions granted by the sales channel and configured by you.

Public marketplace applications may require authorization or reauthorization through the applicable sales channel.

Third-party terms

Your use of Amazon, Walmart Marketplace, Shopify, eBay, carriers, suppliers, payment providers, and other third-party services is governed by their own agreements, policies, and requirements.

You are solely responsible for:

• Maintaining your third-party accounts.
• Paying third-party fees.
• Meeting marketplace performance requirements.
• Complying with listing and product rules.
• Maintaining required registrations and licenses.
• Complying with tax obligations.
• Maintaining valid authorization.
• Reviewing third-party notices and policy changes.

Appath is not a party to your agreement with a sales channel.

Integration availability

Third-party services may:

• Change APIs.
• Change data formats.
• Change permissions.
• Modify rate limits.
• Deprecate functionality.
• Experience outages.
• Delay processing.
• Reject submissions.
• Restrict access.
• Suspend or terminate an account.

Appath does not control these events and is not responsible for third-party service availability or decisions.

Authorization scope

Appath will use connected-account permissions to provide authorized features. You may disconnect or revoke authorization as described in Appath's Data Deletion & Account Disconnection page.

Appath may stop an integration when:

• Authorization expires or is revoked.
• Required permissions are unavailable.
• The integration creates a security or legal risk.
• The third party requires suspension.
• The Customer breaches these Terms.
• Continued operation could violate a marketplace policy.

This section applies when you connect an Amazon selling account or use Amazon-related features.

Seller authorization

You authorize Appath to access Amazon information and perform approved operations on your behalf through Amazon's Selling Partner API and related authorized methods.

You remain responsible for:

• Your Amazon account.
• Your listings.
• Your offers.
• Your pricing.
• Your inventory.
• Your products.
• Your fulfillment.
• Your suppliers.
• Your returns.
• Your customer service.
• Your account health.
• Your compliance with Amazon policies.

Seller of record

When using a supplier, fulfillment provider, or third party to fulfill an Amazon order, you must remain the seller of record.

You are responsible for ensuring that:

• You are identified as the seller on customer-facing materials.
• The shipment does not identify another retailer or unauthorized seller.
• Packing slips, invoices, packaging, and inserts comply with Amazon requirements.
• The supplier follows your seller-authorized shipping instructions.
• You accept and process returns as required.
• You comply with Amazon's dropshipping and fulfillment policies.

Appath provides routing and workflow technology. Appath is not the seller of record and does not assume your marketplace responsibilities.

Restricted shipping information

When required for authorized merchant fulfillment, Appath may retrieve and transmit the minimum customer shipping information needed by the specific seller-approved supplier, fulfillment provider, or carrier.

You must not configure Appath to disclose Amazon customer information for:

• Advertising.
• Independent marketing.
• Profiling.
• Resale.
• Unrelated analytics.
• Unrelated customer outreach.
• Any purpose prohibited by Amazon.

Amazon analytics

Brand Analytics, Search Query Performance, listing-performance data, and other Amazon reports are subject to seller eligibility, Amazon availability, role approval, and authorization.

Appath may use authorized Amazon analytics to provide seller-specific analysis and recommendations. Amazon data belonging to one seller will not be disclosed to another unrelated seller.

Reauthorization and revocation

Amazon may require periodic reauthorization or reauthorization when roles change. Failure to reauthorize may cause Amazon functionality to stop.

You may revoke Appath's authorization through Amazon Seller Central or applicable Appath controls.

Customer responsibility

You are responsible for the legality, accuracy, completeness, and suitability of:

• Product titles.
• Descriptions.
• Attributes.
• Images.
• Variations.
• Category assignments.
• Compliance claims.
• Prices.
• Sale prices.
• Inventory quantities.
• Fulfillment times.
• Shipping settings.
• Product identifiers.
• Supplier mappings.

Automated actions

When you enable an automation, rule, mapping, or scheduled operation, you authorize Appath to act according to that configuration.

Examples may include:

• Updating inventory.
• Updating prices.
• Creating or revising listings.
• Routing orders.
• Choosing a configured supplier.
• Mapping a channel SKU to a supplier SKU.
• Applying a shipping method.
• Submitting tracking.
• Creating accounting entries.

You are responsible for reviewing configurations before enabling them.

Asynchronous submissions

Many marketplace writes are asynchronous.

A sales channel may initially accept a submission and later:

• Reject it.
• Partially apply it.
• Delay it.
• Supersede it.
• Require correction.
• Return a warning.
• Change the resulting listing or offer status.

An Appath status indicating "submitted," "accepted," "queued," or similar wording does not necessarily mean the sales channel completed the requested change.

You are responsible for reviewing final channel status and exceptions.

Inventory limitations

Inventory data may be delayed, incomplete, inconsistent, or changed by:

• Supplier feed timing.
• Marketplace reservations.
• Simultaneous sales.
• Returns.
• Cancellations.
• FBA movements.
• Mapping errors.
• Network failures.
• Third-party outages.
• Manual changes outside Appath.

Appath does not guarantee prevention of overselling, underselling, stockouts, or listing suppression.

Pricing responsibility

You control your prices and pricing rules. Appath may provide pricing data, estimates, alerts, or recommendations, but you are responsible for:

• Final prices.
• Minimum and maximum limits.
• Profitability.
• Marketplace pricing rules.
• Antitrust and competition-law compliance.
• Avoiding pricing errors.
• Reviewing automated changes.

Appath's role

Appath provides technology that may route a Customer's order to a supplier or fulfillment provider selected or approved by the Customer.

Unless expressly agreed in writing, Appath:

• Is not the buyer or seller of the product.
• Is not the seller of record.
• Does not take title to products.
• Does not determine product legality.
• Does not warrant supplier performance.
• Does not guarantee inventory.
• Does not guarantee shipment or delivery.
• Does not accept customer returns on the seller's behalf.
• Is not responsible for product quality or authenticity.

Customer-approved relationships

You may route orders only to suppliers or fulfillment providers that you are legally authorized to use.

You are responsible for:

• Establishing the supplier relationship.
• Approving the supplier.
• Maintaining account credentials and commercial terms.
• Confirming inventory.
• Confirming product authenticity.
• Confirming product and packaging compliance.
• Confirming shipping methods.
• Confirming return procedures.
• Confirming marketplace eligibility.
• Paying the supplier.
• Resolving supplier disputes.

Supplier information

Supplier-provided data may be inaccurate, delayed, incomplete, or unavailable. Appath does not independently guarantee:

• Wholesale cost.
• Inventory.
• Product attributes.
• Images.
• Lead times.
• Shipping estimates.
• Product quality.
• Availability.
• Supplier service levels.

Routing decisions

Appath may apply configured routing rules, including:

• Supplier priority.
• Cost.
• Inventory.
• Shipping method.
• Item readiness.
• Size service.
• Made-to-order status.
• Seller preferences.
• Marketplace requirements.

You are responsible for verifying these rules and their results.

Returns and customer service

The seller remains responsible for buyer communication, returns, refunds, exchanges, claims, and marketplace obligations unless a separate written agreement states otherwise.

Appath may support FBA inventory, fulfillment information, inbound workflows, fees, reconciliation, and planned Multi-Channel Fulfillment functionality.

Availability depends on:

• Amazon program eligibility.
• Seller authorization.
• Approved API roles.
• Amazon API availability.
• Marketplace support.
• Appath implementation status.

Appath does not control Amazon's:

• Inventory receiving.
• Storage.
• Fulfillment.
• Removal.
• Reimbursement.
• Fee calculation.
• Shipment reconciliation.
• Capacity limits.
• Program eligibility.
• Account decisions.

You are responsible for reviewing Amazon records and resolving discrepancies with Amazon.

Appath's Order Accounting features may combine information from sales channels, suppliers, carriers, payment providers, and Customer configurations.

Calculations may include:

• Revenue.
• Marketplace fees.
• Supplier cost.
• Shipping cost.
• Handling cost.
• Refunds.
• Returns.
• Estimated profit.
• Settlement information.

These calculations may be incomplete, estimated, delayed, or affected by third-party changes.

Appath is not an accounting firm, tax adviser, financial adviser, payment processor, or auditor. Order Accounting does not replace your accounting records or professional advice.

You are responsible for:

• Reviewing calculations.
• Maintaining official books and records.
• Filing taxes.
• Confirming marketplace settlements.
• Confirming supplier invoices.
• Resolving discrepancies.
• Consulting qualified professionals.

Ownership

As between Appath and Customer, Customer retains its rights in Customer Data.

"Customer Data" includes data submitted by or for Customer or processed through Customer-authorized integrations, including catalog, listing, supplier, inventory, order, shipping, financial, and operational information.

License to Appath

Customer grants Appath a worldwide, non-exclusive, limited license to host, copy, transmit, display, process, modify, and otherwise use Customer Data only as necessary to:

• Provide the Services.
• Maintain and secure the Services.
• Fulfill Customer instructions.
• Provide support.
• Prevent fraud and abuse.
• Comply with law.
• Enforce these Terms.

This license continues only while needed for those purposes and applicable retention obligations.

Customer warranties

You represent and warrant that:

• You have all rights and permissions needed to provide Customer Data.
• Appath's processing according to your instructions does not violate law or third-party rights.
• Customer Data does not contain malicious code.
• You will not provide prohibited or unnecessary sensitive data.
• Product claims are accurate and supportable.
• Images and content do not infringe intellectual property rights.

Data minimization

You must not upload or transmit sensitive information that is not required for the Services, including:

• Government identification numbers.
• Payment-card data outside approved payment flows.
• Health information.
• Biometric data.
• Passwords.
• Unrelated customer PII.
• Marketplace credentials outside approved authorization methods.

Data exports

Appath may provide export functionality for certain data. Export availability, fields, and formats may vary by feature and plan.

You should maintain independent copies of information required for legal, tax, accounting, operational, or continuity purposes.

Confidential Information

"Confidential Information" means non-public information disclosed by one party to the other that should reasonably be understood as confidential, including:

• Business plans.
• Technical information.
• Security information.
• Pricing.
• Supplier terms.
• Customer Data.
• Product roadmaps.
• Credentials.
• Non-public financial information.

Obligations

The receiving party will:

• Use Confidential Information only for the relationship contemplated by these Terms.
• Protect it using reasonable safeguards.
• Limit access to persons with a need to know.
• Not disclose it except as permitted by these Terms.

Exclusions

Confidential Information does not include information that the receiving party can demonstrate:

• Was lawfully known without restriction.
• Becomes public without breach.
• Is received lawfully from another source.
• Is independently developed without use of the disclosing party's Confidential Information.

Required disclosure

A party may disclose Confidential Information when legally required, provided it gives notice when legally permitted and reasonably cooperates in seeking protective treatment.

Appath's handling of Personal Information is described in the Privacy Policy. Instructions for account disconnection and deletion requests are available on the Data Deletion & Account Disconnection page.

You agree to maintain reasonable security for:

• Your account.
• User access.
• Connected sales channels.
• Supplier credentials.
• API credentials.
• Devices.
• Networks.
• Exported data.

You must promptly notify Appath through the contact form if you suspect unauthorized access or a security incident involving the Services.

You may not use the Services to:

• Violate law or regulation.
• Violate a sales-channel policy.
• Sell counterfeit, stolen, illegal, unsafe, or prohibited products.
• Facilitate fraud, money laundering, sanctions evasion, or deceptive practices.
• Infringe intellectual property, privacy, publicity, or other rights.
• Submit false, misleading, or unsupported product claims.
• Send spam or unauthorized marketing.
• Scrape or extract data without authorization.
• Access another Customer's data.
• Circumvent security controls.
• Probe, scan, or test vulnerabilities without written authorization.
• Introduce malware.
• Interfere with service operation.
• Overload or abuse APIs.
• Reverse engineer the Services except where law prohibits restriction.
• Resell, sublicense, or provide the Services as a service bureau without written permission.
• Use Appath or Amazon Information to create unrelated cross-seller competitive intelligence.
• Use customer PII for advertising or profiling.
• Train a shared model using Amazon Information in violation of Amazon requirements.
• Misrepresent Appath as endorsed, certified, or operated by a sales channel.
• Use another party's credentials or authorization.

Appath may investigate suspected misuse and suspend or terminate access when reasonably necessary.

Platform subscription

The Appath Platform requires a paid subscription unless Appath expressly provides trial, beta, promotional, or other access.

Plan limits may include:

• SKUs.
• Orders.
• Users.
• Sales channels.
• Suppliers.
• Storage.
• Usage.
• Features.
• Support level.

Current plans and pricing are described on the pricing page or applicable order form.

AI Product Optimizer purchases

The AI Product Optimizer is purchased separately unless expressly included in an order form.

Pricing may be based on:

• Number of products.
• Number of source records.
• Number of channel outputs.
• Processing package.
• Usage allocation.
• Custom scope.

Unused allocations, expiration, overages, and reprocessing terms are governed by the applicable purchase terms or order form.

Order forms

An order form, statement of work, or enterprise agreement may include additional terms. If there is a conflict, the following order applies unless the document states otherwise:

1. Signed order form or enterprise agreement.
2. Data Processing Addendum for data-protection matters.
3. These Terms.
4. Pricing page or product description.

Fees

You agree to pay all applicable fees.

Unless otherwise stated:

• Subscription fees are billed in advance.
• Usage and on-demand fees may be billed at purchase or after use.
• Fees are stated in U.S. dollars.
• Fees are non-refundable except as required by law or expressly provided in writing.
• Payment obligations are non-cancelable for the committed period.
• Failure to pay may result in suspension.

Renewal and cancellation

Subscriptions may automatically renew for successive periods unless canceled according to the applicable plan or order form.

Cancellation generally prevents future renewal and does not retroactively refund the current billing period unless required by law or expressly agreed.

Price changes

Appath may change prices for future billing periods. We will provide reasonable advance notice of a material price increase for an existing paid subscription.

Taxes

Fees exclude taxes unless expressly stated otherwise. You are responsible for applicable sales, use, excise, value-added, withholding, and similar taxes, excluding taxes based on Appath's net income.

Payment disputes

Billing concerns must be submitted promptly through our contact form. You may not withhold undisputed amounts.

Appath may offer trials, previews, beta features, sandbox functionality, or early access.

These features may:

• Be incomplete.
• Change without notice.
• Have limited support.
• Contain defects.
• Be suspended or discontinued.
• Have different security, availability, or performance characteristics.
• Be subject to additional terms.

Beta and early-access features should not be used for production activity unless Appath expressly authorizes that use.

Information about unreleased features is Appath Confidential Information.

Appath may provide support according to the Customer's plan or order form.

Unless a service-level agreement expressly applies, Appath does not guarantee:

• Response time.
• Resolution time.
• Availability percentage.
• Continuous operation.
• Data-processing time.
• Marketplace response time.
• Supplier response time.

Appath may perform maintenance, deploy updates, and modify the Services. Emergency maintenance may occur without advance notice.

Appath property

Appath and its licensors own all rights in:

• The Services.
• Software.
• Interfaces.
• Designs.
• Documentation.
• Workflows.
• Models.
• Prompts.
• Validation systems.
• Scoring systems.
• Taxonomies.
• Templates.
• Appath-created content.
• Improvements.
• Derivative technology.

Customer Data remains subject to Section 12.

Limited right to use

Subject to payment and compliance with these Terms, Appath grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right to use the Services during the applicable term for Customer's internal business operations.

Restrictions

You may not:

• Copy or distribute the Services.
• Modify or create derivative works of the Services.
• Reverse engineer or decompile the Services except where restriction is prohibited by law.
• Remove proprietary notices.
• Sell, lease, sublicense, or provide access to unauthorized parties.
• Use the Services to build a competing product through unauthorized extraction.
• Circumvent usage limits.
• Use automated means to extract Appath's proprietary logic, prompts, taxonomies, or model behavior.

Feedback

If you provide feedback, suggestions, or ideas, you grant Appath a perpetual, irrevocable, worldwide, royalty-free right to use them without restriction or compensation.

Generated content

Subject to your compliance with these Terms and payment of applicable fees, Appath does not claim ownership of the final product content generated specifically from your authorized Customer Data.

You are responsible for determining whether generated content is legally protectable and whether it infringes third-party rights.

The Services may depend on or link to third-party services.

Appath does not control and is not responsible for:

• Third-party terms.
• Third-party privacy practices.
• Third-party outages.
• Third-party data accuracy.
• Marketplace enforcement.
• Supplier conduct.
• Carrier performance.
• Payment-provider actions.
• Changes to APIs.
• Third-party content.

Use of a third-party service is at your own risk and may require a separate agreement.

Suspension

Appath may suspend some or all access when:

• Fees are overdue.
• You breach these Terms.
• Your use creates a security risk.
• Your use may violate law or third-party policy.
• A connected service requires suspension.
• Your activity threatens the Services or another user.
• Fraud or unauthorized access is suspected.
• Immediate suspension is reasonably necessary to protect Amazon Information or other restricted data.

Where practical, Appath will provide notice and an opportunity to cure.

Termination by Customer

You may cancel a subscription or request account closure according to the applicable plan, order form, and Data Deletion & Account Disconnection page.

Cancellation does not relieve payment obligations already incurred.

Termination by Appath

Appath may terminate these Terms or an account when:

• A material breach is not cured.
• Payment remains overdue.
• Continued service creates unacceptable legal or security risk.
• The Customer engages in fraud or abuse.
• Required by law or a third party whose services are necessary.
• Appath discontinues the applicable Service.

Effect of termination

Upon termination:

• Access rights end.
• Integrations may be disconnected.
• Automation stops.
• Outstanding fees become due.
• Customer Data is handled under the Privacy Policy and deletion procedures.
• Certain records may be retained for legal, security, tax, accounting, or contractual purposes.
• Provisions intended to survive remain effective.

Data export availability after termination is not guaranteed unless an order form or applicable law provides otherwise. Customers should export required data before termination.

Appath does not warrant that:

• The Services will be uninterrupted or error-free.
• All defects will be corrected.
• Data will always be accurate or current.
• A marketplace will accept a submission.
• Inventory synchronization will prevent overselling.
• A supplier will fulfill an order.
• An order will arrive on time.
• An AI output will be correct.
• A listing will rank or convert.
• An account will remain in good standing.
• Accounting calculations will be complete.
• Third-party services will remain available.
• The Services will satisfy every legal or marketplace requirement.

Some jurisdictions do not allow certain disclaimers, so portions of this section may not apply.

• Indirect damages.
• Incidental damages.
• Special damages.
• Consequential damages.
• Exemplary or punitive damages.
• Lost profits.
• Lost revenue.
• Lost sales.
• Lost data.
• Lost business opportunities.
• Business interruption.
• Marketplace suspension.
• Listing suppression.
• Inventory errors.
• Oversales or stockouts.
• Supplier failures.
• Shipping delays.
• Product returns.
• Third-party fees.
• AI output errors.
• Unauthorized third-party actions.

This limitation applies regardless of the legal theory and even when Appath was advised that damages were possible.

Some jurisdictions do not allow certain limitations, so portions of this section may not apply.

You will defend, indemnify, and hold harmless Appath and its officers, directors, employees, affiliates, contractors, and licensors from claims, liabilities, damages, losses, judgments, penalties, costs, and reasonable attorneys' fees arising from or relating to:

• Your breach of these Terms.
• Your Customer Data.
• Your products.
• Your listings.
• Your pricing.
• Your sales.
• Your suppliers.
• Your fulfillment.
• Your returns.
• Your customer service.
• Your taxes.
• Your marketplace account.
• Your violation of law.
• Your violation of third-party terms.
• Intellectual property claims involving materials you provided.
• Product liability.
• Counterfeit or prohibited goods.
• Your misuse of Amazon Information or other personal information.
• Actions configured or authorized by you through the Services.

Appath will provide reasonable notice of an indemnified claim and may participate through counsel of its choosing. You may not settle a claim in a manner that admits wrongdoing by Appath or imposes obligations on Appath without written consent.

Governing law

These Terms are governed by the laws of the State of Delaware, without regard to conflict-of-law principles.

Informal resolution

Before initiating formal proceedings, a party must provide written notice describing the dispute and allow at least 30 days for good-faith resolution. Notices to Appath may be submitted through our contact form.

Binding arbitration

Except for claims eligible for small-claims court or requests for injunctive relief concerning intellectual property, unauthorized access, or data misuse, disputes arising from these Terms or the Services will be resolved by binding arbitration administered by the American Arbitration Association under its applicable commercial rules.

Unless the parties agree otherwise, arbitration will take place in Harris County, Texas, or remotely when permitted by the arbitrator.

Class-action waiver

To the maximum extent permitted by law, disputes must be brought individually and not as a plaintiff or class member in a class, collective, consolidated, or representative proceeding.

Time limit

To the maximum extent permitted by law, a claim must be brought within one year after it arose.

You may not use the Services in violation of U.S. export-control, sanctions, or trade laws.

You represent that:

• You are not located in a prohibited jurisdiction.
• You are not a prohibited or sanctioned party.
• You will not provide the Services to a prohibited party.
• You will not use the Services for prohibited end uses.

Appath may update these Terms.

For material changes, Appath may provide notice through:

• The Services.
• The website.
• The account email address.
• An order form or renewal notice.

The updated date will appear at the top.

Unless law requires otherwise, changes become effective on the stated effective date. Continued use after that date constitutes acceptance.

If you do not agree, you must stop using the Services and cancel according to the applicable agreement.

Entire agreement

These Terms, together with applicable order forms, the Privacy Policy, the Data Deletion & Account Disconnection page, and any signed addenda, form the agreement between Appath and Customer regarding the Services.

Order of precedence

If documents conflict, the order in Section 16 (Order forms) applies unless a signed agreement expressly provides otherwise.

Assignment

You may not assign these Terms without Appath's written consent.

Appath may assign these Terms in connection with a merger, acquisition, financing, corporate reorganization, or sale of assets.

Independent contractors

The parties are independent contractors. These Terms do not create a partnership, joint venture, franchise, employment, agency, fiduciary, or exclusive relationship.

Appath is not an agent of a Customer for purposes of selling products, entering supplier contracts, accepting returns, or assuming marketplace responsibility.

No third-party beneficiaries

These Terms do not create rights for third parties.

Force majeure

Appath is not liable for delay or failure caused by circumstances beyond reasonable control, including:

• Natural disasters.
• Government action.
• War.
• Civil unrest.
• Labor disputes.
• Internet or utility failures.
• Cyberattacks.
• Cloud outages.
• Marketplace outages.
• Supplier failures.
• Carrier disruptions.
• Epidemics.
• Changes in law or third-party policy.

Severability

If a provision is unenforceable, it will be modified to the minimum extent necessary, and the remaining provisions remain effective.

Waiver

Failure to enforce a provision is not a waiver.

Headings

Headings are for convenience and do not affect interpretation.

Electronic communications

You consent to receive agreements, notices, and disclosures electronically.

Notices

Appath may send notices:

• Through the Services.
• Through the website.
• To the account email address.
• Through another contact method associated with the account.

You are responsible for keeping contact information current.

Questions regarding these Terms may be submitted through our contact form. Select General inquiry, Support, or the request type most closely related to your question.