INVENTORY DI

TERMS & CONDITIONS / TERMS OF USE

Effective Date: August 30, 2026
Last Updated: August 30, 2026

These Terms & Conditions and Terms of Use (“Terms”) govern access to and use of the Inventory DI website, including InventoryDI.com, the Inventory DI web-based platform, mobile applications, associated portals, demonstrations, digital services, content, and related technology that link to or reference these Terms (collectively, the “Service”).

Inventory DI is operated by Inventory DI, LLC (“Inventory DI,” “Company,” “we,” “us,” or “our”).

By accessing or using the Service, creating an account, activating an organization, clicking an acceptance button or checkbox, or otherwise indicating your agreement to these Terms, you acknowledge that you have read, understood, and agree to be bound by these Terms.

If you are accessing or using the Service on behalf of a company, employer, contractor, partnership, organization, or other legal entity, you represent and warrant that you have authority to act on behalf of that entity and to bind that entity where applicable.

If you do not agree to these Terms, do not access or use the Service.

1. BUSINESS PLATFORM

Inventory DI is a business-oriented software platform designed to assist organizations with inventory visibility, inventory accountability, custody documentation, transfers, warehouse and mobile inventory management, PPE and tool distribution, user activity, operational records, reporting, and related business processes.

Inventory DI may provide additional functionality from time to time, including analytics, alerts, recommendations, automation, artificial intelligence, decision-support capabilities, integrations, and other digital services.

Inventory DI is primarily intended for commercial and organizational use and is not intended for use by children.

Users must be at least eighteen (18) years old or the age of legal majority in their jurisdiction, whichever is greater, unless access is specifically authorized under a separate written agreement and permitted by applicable law.

2. SEPARATE CUSTOMER AGREEMENTS

Organizations purchasing paid access to Inventory DI may enter into a separate Master Subscription Agreement, Order Form, Subscription Schedule, Statement of Work, Data Processing Addendum, or other written agreement with Inventory DI.

Those agreements may contain customer-specific provisions concerning, among other matters:

subscription terms; fees and payment; onboarding; authorized users; service levels; data processing; implementation; renewal; termination; support; customization;a and other commercial terms.

If these Terms conflict with a separately executed written agreement between Inventory DI and a customer, the separately executed written agreement will control with respect to the subject matter of the conflict.

Nothing contained on the public Inventory DI website constitutes an offer to provide any particular customer with a specific price, subscription term, service level, feature set, implementation schedule, or commercial arrangement unless expressly stated in a written agreement authorized by Inventory DI.

3. SUBSCRIPTIONS AND PRICING

Certain portions of the Service require a paid subscription.

Subscription pricing, implementation or onboarding fees, billing frequency, subscription length, renewal provisions, usage allowances, modules, optional services, and other commercial terms are determined by the applicable customer agreement or Order Form.

Inventory DI is not required to offer identical pricing, terms, discounts, services, implementation arrangements, or subscription structures to every customer.

Prices or estimates discussed during demonstrations, proposals, conversations, presentations, or other preliminary communications are not binding unless incorporated into an authorized written agreement.

4. COMPANY ACTIVATION CODES

Inventory DI may provide an authorized customer with a unique company identifier, activation credential, or sixteen-digit Company Activation Code to establish or activate the customer’s organization within the Service.

A Company Activation Code:

is a provisioning and security credential;

is assigned to the organization designated by Inventory DI;

does not constitute ownership of Inventory DI;

does not constitute the purchase of software;

does not transfer source code;

does not create a perpetual software license;

and may not be sold, transferred, distributed, published, or provided to an unauthorized organization or person.

Inventory DI may suspend, replace, deactivate, or require verification of a Company Activation Code if Inventory DI reasonably believes the code has been compromised, improperly transferred, fraudulently obtained, or used without authorization.

The issuance of a Company Activation Code does not supersede or replace any applicable Subscription Agreement, Order Form, payment obligation, or other agreement between Inventory DI and the customer.

5. ACCOUNTS AND AUTHORIZED USERS

Users may be required to establish individual accounts to access certain portions of the Service.

Users agree to provide accurate and reasonably complete account information and to keep such information current.

Users are responsible for safeguarding passwords, activation credentials, authentication methods, devices, and other account access information.

Account credentials may not be sold, shared with unauthorized persons, or used to provide access to anyone who is not permitted to use the Service.

Organizations are responsible for determining which employees, contractors, representatives, administrators, coordinators, third parties, and other personnel are authorized to access their Inventory DI environment.

Company administrators may control user roles, permissions, access levels, assignments, and other administrative functions.

Inventory DI is not responsible for an organization’s internal decision to grant, modify, restrict, or revoke a user’s access unless Inventory DI has expressly undertaken that responsibility in writing.

Users must promptly notify Inventory DI of suspected unauthorized account access, compromised credentials, security incidents, or misuse of the Service.

6. CUSTOMER AND USER INFORMATION

Customers and users may submit or cause information to be submitted to the Service, including company information, employee information, inventory information, product information, location information, photographs, documents, electronic acknowledgments, signatures, job information, vehicle information, GPS information, notes, reports, records, and other data (“Customer Data”).

As between Inventory DI and the applicable customer, the customer retains its rights in Customer Data.

Customer Data does not become the property of Inventory DI merely because it is entered into, transmitted through, stored within, or processed by the Service.

Customers and users grant Inventory DI and its authorized service providers the limited rights reasonably necessary to host, process, transmit, display, secure, back up, support, maintain, troubleshoot, and otherwise operate the Service and perform Inventory DI’s contractual obligations.

Inventory DI’s collection, use, disclosure, retention, and processing of personal information is also governed by the Inventory DI Privacy Policy and, where applicable, a separate Data Processing Addendum.

7. CUSTOMER RESPONSIBILITY FOR DATA ACCURACY

Inventory DI relies upon information supplied by customers, users, administrators, coordinators, employees, third parties, integrations, devices, and other sources.

Customers are responsible for reviewing and validating data entered into or imported into their Inventory DI environment.

Inventory DI does not independently verify the physical existence, quantity, condition, ownership, suitability, compliance status, location, or accuracy of every product, tool, PPE item, vehicle, warehouse, person, record, photograph, signature, or other item represented within the Service.

If Inventory DI assists with onboarding, data import, inventory setup, product setup, user setup, locations, warehouses, vehicles, company branding, or other configuration using information supplied by the customer, the customer remains responsible for reviewing and approving the resulting information.

The appearance of information in Inventory DI does not constitute an independent certification by Inventory DI that such information is physically or factually correct.

8. INVENTORY, PPE, TOOLS, SAFETY AND COMPLIANCE

Inventory DI is a documentation, inventory management, accountability, workflow, reporting, and decision-support platform.

Inventory DI is not a workplace safety inspection company, engineering firm, legal advisor, regulatory authority, PPE manufacturer, equipment inspection service, or substitute for qualified safety personnel.

Customers remain solely responsible for their physical operations and for determining the safety, suitability, condition, certification, inspection status, regulatory requirements, and proper use of PPE, tools, equipment, vehicles, and other assets.

Inventory DI does not guarantee compliance with OSHA, state occupational safety requirements, industry standards, customer-specific requirements, contractual safety programs, or laws or regulations applicable to a particular workplace.

A report, warning, low-stock indicator, OSHA-related designation, electronic record, or other information generated by the Service is intended to assist the customer and does not replace the customer’s independent obligation to inspect, verify, investigate, supervise, train, maintain records, or comply with applicable law.

Inventory DI does not guarantee that an item represented in the Service is physically present, undamaged, safe, certified, inspected, compliant, or appropriate for a particular application.

9. GPS, LOCATION AND DEVICE INFORMATION

Certain Service functionality may use GPS, location information, timestamps, network information, device information, photographs, or other technological signals.

Customers are responsible for determining whether and under what circumstances their personnel may lawfully be required or permitted to provide location or device information.

Customers are also responsible for providing any notices, obtaining any consents, establishing any workforce policies, or satisfying any labor, employment, privacy, collective bargaining, or other legal requirements applicable to their collection or use of such information.

GPS and location technologies have inherent limitations.

Location information may be inaccurate, delayed, unavailable, affected by device settings, affected by network conditions, affected by environmental conditions, or unavailable when permissions are disabled.

Inventory DI does not represent that GPS or location records establish a person’s or asset’s location with absolute precision.

10. ELECTRONIC ACKNOWLEDGMENTS AND SIGNATURES

The Service may permit users to enter names, provide acknowledgments, accept custody, confirm transactions, provide electronic signatures, or otherwise document activity electronically.

Electronic records may provide important evidence of business activity, but Inventory DI does not guarantee that every electronic record or signature will satisfy every legal, evidentiary, employment, regulatory, contractual, or authentication requirement in every jurisdiction.

Customers are responsible for determining whether particular electronic acknowledgments or signatures satisfy their legal and operational requirements.

Inventory DI may maintain electronic records concerning acceptance activity, including timestamps, account identifiers, transaction information, version information, device or network information, and other evidence reasonably useful for security, auditing, or demonstrating electronic acceptance.

11. ARTIFICIAL INTELLIGENCE AND DECISION-SUPPORT FEATURES

Inventory DI may offer artificial intelligence, analytics, automated signal detection, recommendations, summaries, prioritization, forecasting, anomaly detection, or other decision-support functionality.

These features are intended to assist human decision-making.

AI-generated or automated information may contain errors, omissions, incomplete conclusions, false positives, false negatives, or other inaccuracies.

Customers remain responsible for reviewing and independently evaluating material recommendations before acting upon them.

Unless Inventory DI expressly agrees otherwise in writing, AI or decision-support functionality does not have authority to independently make legally binding commitments, conduct physical inspections, authorize expenditures, make employment decisions, determine regulatory compliance, or replace qualified human judgment.

Inventory DI may improve its models, algorithms, workflows, and systems using operational feedback, system performance information, and appropriately aggregated or de-identified information, subject to applicable law, the Privacy Policy, and any applicable customer agreement.

Inventory DI will not use identifiable Customer Data to train a general-purpose third-party artificial intelligence model for unrelated third parties without authorization where such authorization is required by the applicable agreement or law.

12. OWNERSHIP OF INVENTORY DI

Inventory DI and its licensors retain all right, title, and interest in and to the Service and all related intellectual property.

This includes, without limitation:

software; source code; object code; architecture; system design; database structures; schemas; workflows; business logic; methods; processes; algorithms; artificial intelligence systems; prompts and orchestration methods; interfaces; screen designs; graphics; logos; trademarks; trade dress; documentation; training materials; report formats; templates; analytical methodologies; demonstrations; videos; photographs; website content; improvements; updates; modifications; derivative technology; and other proprietary elements of Inventory DI.

Except for the limited right to use the Service as expressly permitted by these Terms or a separate agreement, no intellectual-property rights are transferred to any customer or user.

Payment of subscription fees, onboarding fees, development fees, implementation fees, consulting fees, support fees, or other amounts does not create ownership rights in Inventory DI technology unless an authorized written agreement expressly states otherwise.

Inventory DI is provided as a service.

The software itself is not sold to customers.

13. RESTRICTIONS ON USE

Except where expressly permitted in writing or prohibited from restriction by applicable law, users may not:

copy, reproduce, republish, distribute, sell, sublicense, rent, lease, transfer, or commercially exploit Inventory DI technology;

reverse engineer, decompile, disassemble, decode, translate, attempt to derive source code from, or otherwise attempt to discover the underlying structure of the Service;

circumvent access restrictions, authentication requirements, security systems, rate limitations, or technical controls;

access another customer’s information without authorization;

use stolen, transferred, compromised, or unauthorized credentials or activation codes;

scrape, crawl, harvest, systematically download, or automatically extract information from the Service without authorization;

introduce malware, ransomware, malicious code, viruses, destructive code, or other harmful technology;

probe, scan, penetration-test, overload, interfere with, disrupt, damage, or compromise the Service without written authorization;

use the Service to violate law or the rights of another person;

impersonate another individual or organization;

misrepresent authority, identity, employment, affiliation, or authorization;

remove proprietary notices, trademarks, copyright notices, security markings, or ownership information;

or use non-public demonstrations, restricted documentation, confidential workflows, proprietary interfaces, credentials, or other non-public Inventory DI information for the purpose of copying, replicating, or developing a competing product or service.

Nothing in these Terms restricts lawful competition based upon independently developed information, publicly available information, or rights that cannot lawfully be restricted.

14. CONFIDENTIAL AND NON-PUBLIC INFORMATION

Inventory DI may provide prospective customers, customers, users, contractors, or other parties with access to non-public demonstrations, beta features, technical information, unreleased functionality, business processes, system designs, workflows, pricing proposals, documentation, or other information that reasonably should be understood as confidential or proprietary.

Such non-public information may not be copied, disclosed, publicly distributed, commercially exploited, or used to recreate Inventory DI technology except as authorized by Inventory DI.

Publicly available website material is not confidential merely because it concerns Inventory DI.

15. FEEDBACK

If a user voluntarily provides suggestions, ideas, comments, feature requests, recommendations, or other feedback concerning Inventory DI (“Feedback”), Inventory DI may use that Feedback to improve or develop its products and services without restriction or compensation.

Feedback does not include Customer Data or confidential information that the customer has separately identified and protected as confidential.

Providing Feedback does not transfer ownership of the customer’s existing intellectual property to Inventory DI.

16. AGGREGATED AND DE-IDENTIFIED INFORMATION

Inventory DI may generate statistical, operational, analytical, usage, performance, or benchmarking information derived from operation of the Service.

Inventory DI may use and disclose information that has been aggregated or de-identified so that it does not reasonably identify a particular individual or disclose a customer’s confidential information, subject to applicable law and applicable customer agreements.

Such information may be used for security, analytics, product improvement, benchmarking, research, system performance, operational improvement, and development of Inventory DI services.

17. SECURITY

Inventory DI may use administrative, technical, organizational, and physical safeguards designed to protect the Service and information processed through it.

No website, software system, cloud service, network, storage environment, transmission method, device, or cybersecurity system can be guaranteed to be completely secure.

Accordingly, Inventory DI does not warrant that unauthorized access, cyberattacks, data loss, network interruptions, malware, service disruptions, or security incidents can never occur.

Users and customers are responsible for implementing reasonable security practices within their own organizations, including password protection, user administration, device security, timely termination of former users, and appropriate internal access controls.

18. THIRD-PARTY SERVICES AND LINKS

Inventory DI may integrate with or provide access to third-party software, cloud services, mapping providers, hosting services, analytics services, communication providers, payment processors, app stores, APIs, or other third-party services.

Inventory DI may also provide links to third-party websites for convenience.

Inventory DI does not own or control independent third parties and is not responsible for their separate terms, privacy practices, availability, security, content, performance, or acts or omissions.

Use of third-party services may be subject to separate terms imposed by the applicable provider.

19. MOBILE APPLICATIONS

If Inventory DI provides mobile applications, use of those applications may also be subject to terms imposed by Apple, Google, device manufacturers, telecommunications providers, or other applicable platforms.

Users may install and use the Inventory DI mobile application only on devices that they own, control, or are otherwise authorized to use.

Users may not circumvent mobile application security mechanisms or distribute unauthorized copies of the application.

20. AVAILABILITY AND CHANGES TO THE SERVICE

Inventory DI continually develops and improves its technology.

We may update, modify, replace, enhance, add, remove, suspend, or discontinue website content, features, interfaces, workflows, reports, integrations, or functionality from time to time.

Nothing in this section permits Inventory DI to disregard an express service commitment contained in an applicable written customer agreement.

The Service may occasionally be unavailable because of maintenance, updates, telecommunications failures, cloud-provider interruptions, cybersecurity events, third-party failures, emergencies, force majeure events, or circumstances beyond Inventory DI’s reasonable control.

Inventory DI does not guarantee uninterrupted or error-free operation unless expressly agreed otherwise in writing.

21. SUSPENSION AND ACCESS RESTRICTIONS

Inventory DI may restrict or suspend access to all or part of the Service where reasonably necessary to:

protect system security; prevent unauthorized access; investigate suspected misuse; prevent harm to another customer; respond to a legal requirement; protect Inventory DI intellectual property; address material violations of these Terms; address compromised credentials; or enforce rights under an applicable customer agreement.

For paying customers, contractual provisions governing suspension and termination in the applicable Subscription Agreement or Order Form will control where they conflict with this section.

22. TERMINATION OF WEBSITE OR USER ACCESS

A user may discontinue use of the public website at any time.

Termination of a paid subscription, organizational account, or customer relationship is governed by the applicable Subscription Agreement, Order Form, or other customer agreement.

Discontinuing use of the website or deleting a user application does not automatically cancel or terminate a customer’s contractual subscription or payment obligations.

Provisions concerning intellectual property, restrictions, disclaimers, limitation of liability, dispute resolution, indemnification, confidentiality, and any provisions that by their nature should survive will survive termination or cessation of use.

23. PRIVACY

Use of the Service is also subject to the Inventory DI Privacy Policy.

Where required, Inventory DI and a customer may enter into a separate Data Processing Addendum addressing processing of personal data, international transfers, subprocessors, security commitments, data subject rights, and other privacy obligations.

If a Data Processing Addendum conflicts with these Terms regarding the processing of personal data, the Data Processing Addendum will control with respect to that processing.

24. INTERNATIONAL USE

Inventory DI may be available to organizations and users located outside the United States.

Users are responsible for complying with laws applicable to their use of the Service in the jurisdiction from which they access it.

Availability of the Service in a country does not constitute a representation by Inventory DI that every feature is legally suitable for every use in that jurisdiction.

Where mandatory local law provides rights that cannot lawfully be waived or limited by contract, these Terms will be interpreted subject to those mandatory rights.

Customers operating internationally may be required to enter into additional privacy, data-processing, localization, regulatory, or contractual documentation.

25. EXPORT CONTROLS AND SANCTIONS

Users may not access, export, re-export, transfer, or use the Service in violation of applicable United States export-control laws, economic sanctions, trade restrictions, or other applicable international trade laws.

Users represent that they will not knowingly use the Service in prohibited jurisdictions or for prohibited persons, entities, or purposes where such use would violate applicable law.

26. WEBSITE INFORMATION AND DEMONSTRATIONS

Website descriptions, screenshots, illustrations, mockups, videos, marketing materials, demonstrations, prototypes, future-feature descriptions, and examples may be provided for general informational purposes.

Actual functionality may differ based upon product version, subscription, configuration, development status, device, customer requirements, or other factors.

A demonstration, mockup, roadmap discussion, future-feature statement, or marketing presentation does not constitute a binding commitment to deliver a particular feature by a particular date unless expressly included in an authorized written agreement.

27. NO PROFESSIONAL ADVICE

Information available through Inventory DI is provided for business operations and informational purposes.

Nothing within the Service constitutes legal, accounting, tax, engineering, occupational-safety, regulatory, insurance, employment, medical, or other professional advice.

Customers should consult appropriate qualified professionals when such advice is required.

28. DISCLAIMER OF WARRANTIES

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE PUBLIC WEBSITE AND SERVICE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS EXCEPT TO THE EXTENT A SEPARATE WRITTEN CUSTOMER AGREEMENT EXPRESSLY PROVIDES OTHERWISE.

INVENTORY DI DISCLAIMS WARRANTIES THAT ARE NOT EXPRESSLY PROVIDED IN WRITING, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AND UNINTERRUPTED AVAILABILITY, TO THE EXTENT SUCH WARRANTIES MAY LAWFULLY BE DISCLAIMED.

INVENTORY DI DOES NOT WARRANT THAT THE SERVICE WILL IDENTIFY EVERY INVENTORY DISCREPANCY, PREVENT EVERY LOSS, PREVENT THEFT, PREVENT MISUSE, ENSURE REGULATORY COMPLIANCE, PREVENT INJURY, ELIMINATE OPERATIONAL ERRORS, OR PRODUCE ERROR-FREE RESULTS.

NO SOFTWARE SYSTEM CAN REPLACE APPROPRIATE HUMAN REVIEW, PHYSICAL VERIFICATION, MANAGEMENT OVERSIGHT, SAFETY PROCEDURES, OR LEGAL AND REGULATORY COMPLIANCE.

29. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, INVENTORY DI AND ITS OWNERS, AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, SERVICE PROVIDERS, AND LICENSORS WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST BUSINESS OPPORTUNITIES, BUSINESS INTERRUPTION, LOSS OF GOODWILL, LOSS OF ANTICIPATED SAVINGS, OR SIMILAR DAMAGES ARISING FROM OR RELATING TO USE OF THE PUBLIC WEBSITE OR SERVICE.

FOR A CUSTOMER OPERATING UNDER A SEPARATE SUBSCRIPTION AGREEMENT OR ORDER FORM, THE LIMITATION-OF-LIABILITY PROVISIONS OF THAT AGREEMENT WILL CONTROL.

FOR A USER WHO DOES NOT HAVE A SEPARATE WRITTEN CUSTOMER AGREEMENT WITH INVENTORY DI, INVENTORY DI’S TOTAL AGGREGATE LIABILITY ARISING SOLELY FROM USE OF THE PUBLIC WEBSITE OR THESE TERMS WILL NOT EXCEED THE GREATER OF:

(A) ONE HUNDRED U.S. DOLLARS (US $100); OR

(B) THE AMOUNT THE USER PERSONALLY PAID DIRECTLY TO INVENTORY DI FOR THE SPECIFIC SERVICE GIVING RISE TO THE CLAIM DURING THE TWELVE MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

THE FOREGOING LIMITATIONS WILL APPLY TO THE MAXIMUM EXTENT PERMITTED BY LAW REGARDLESS OF THE THEORY OF LIABILITY.

NOTHING IN THESE TERMS EXCLUDES OR LIMITS LIABILITY THAT CANNOT LAWFULLY BE EXCLUDED OR LIMITED.

30. INDEMNIFICATION

To the extent permitted by law, users and organizations using the Service agree to defend, indemnify, and hold harmless Inventory DI and its affiliates, owners, officers, directors, employees, contractors, and service providers from third-party claims, damages, losses, liabilities, penalties, costs, and reasonable legal expenses arising from:

their unlawful or unauthorized use of the Service;

their violation of these Terms;

Customer Data or other material they submit in violation of third-party rights;

their infringement or misappropriation of third-party intellectual property or privacy rights;

their unauthorized disclosure of credentials or access information;

or their violation of applicable law.

For customers operating under a separate written agreement, the indemnification provisions of that agreement will control to the extent of any conflict.

31. REPORTING INTELLECTUAL-PROPERTY CONCERNS

Inventory DI respects intellectual-property rights.

A person who believes material available through the public website infringes their copyright, trademark, or other intellectual-property rights may contact Inventory DI at:

support@inventorydi.com

The notice should identify the material at issue, describe the claimed right, provide contact information, and include sufficient information for Inventory DI to evaluate the claim.

32. ELECTRONIC COMMUNICATIONS AND ACCEPTANCE

Users agree that Inventory DI may communicate electronically regarding their account, the Service, security issues, policy updates, operational matters, and other business communications, subject to applicable law.

Electronic acceptance, electronic records, electronic acknowledgments, and electronic signatures may be used in connection with the Service.

Where Inventory DI presents a checkbox, button, activation screen, account-creation screen, or similar mechanism stating that a user agrees to these Terms, selecting or completing that action constitutes the user’s electronic indication of agreement.

Inventory DI may maintain records reasonably designed to document such acceptance.

Nothing in this section waives rights or procedures that cannot legally be waived, including mandatory requirements applicable to particular consumer electronic disclosures where such laws apply.

33. CHANGES TO THESE TERMS

Inventory DI may update these Terms from time to time to reflect changes in technology, features, law, security practices, business operations, or other circumstances.

The “Last Updated” date at the top of these Terms identifies the most recent revision.

Where required by applicable law or an applicable customer agreement, Inventory DI will provide additional notice of material changes.

Changes will apply prospectively from their effective date unless applicable law permits otherwise.

Continued use after the effective date of updated Terms may constitute acceptance where permitted by law.

If a separately executed customer agreement establishes a different process for amendments, that agreement will control for that customer.

34. INFORMAL DISPUTE RESOLUTION

Before initiating formal arbitration or litigation, the parties agree to make a good-faith attempt to resolve the dispute.

A party asserting a claim must provide written notice reasonably describing the dispute and requested resolution.

Unless immediate relief is reasonably necessary to prevent irreparable harm, unauthorized access, misuse of confidential information, or infringement of intellectual-property rights, the parties will allow at least thirty (30) days after receipt of the notice to attempt informal resolution.

35. BINDING ARBITRATION

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS LEGAL RIGHTS.

Except where prohibited by applicable law or superseded by a separate written agreement, disputes arising out of or relating to these Terms, the Service, or use of Inventory DI that cannot be resolved through the informal process above will be resolved through final and binding arbitration rather than a trial in court.

For disputes arising from commercial or business use within the United States, arbitration will be administered by the American Arbitration Association (“AAA”) under its applicable Commercial Arbitration Rules.

If applicable law or the AAA determines that its Consumer Arbitration Rules must govern a particular dispute, those rules will apply instead.

For international business-to-business disputes involving a party located outside the United States, the dispute may be administered through the International Centre for Dispute Resolution (“ICDR”), the international division of the AAA, under its applicable international arbitration procedures.

Unless applicable rules, mandatory law, or a separate customer agreement requires otherwise:

the arbitration will involve one arbitrator;

the proceedings will be conducted in English;

the legal seat or location of arbitration will be [COUNTY, STATE, USA];

and hearings may be conducted remotely when permitted by the applicable rules.

Judgment on an arbitration award may be entered in any court having jurisdiction.

Nothing in this section prevents either party from seeking temporary, preliminary, or emergency injunctive relief from a court when reasonably necessary to protect intellectual property, trade secrets, confidential information, account security, system integrity, or against unauthorized access.

Either party may also pursue a matter in small-claims court if the claim qualifies and applicable law permits.

36. INDIVIDUAL PROCEEDINGS AND CLASS-ACTION WAIVER

TO THE MAXIMUM EXTENT PERMITTED BY LAW, DISPUTES MUST BE BROUGHT ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF, CLAIMANT, OR CLASS MEMBER IN A PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING.

An arbitrator may award relief only to the individual party seeking relief and only to the extent necessary to resolve that party’s individual claim, except where applicable law or mandatory arbitration rules provide otherwise.

If a portion of this waiver is determined to be unenforceable, that portion will be treated in accordance with applicable law without unnecessarily invalidating the remainder of these Terms.

37. JURY-TRIAL WAIVER

TO THE MAXIMUM EXTENT PERMITTED BY LAW, FOR ANY DISPUTE THAT IS NOT SUBJECT TO ARBITRATION, EACH PARTY KNOWINGLY AND VOLUNTARILY WAIVES THE RIGHT TO A TRIAL BY JURY.

38. GOVERNING LAW

Except where mandatory law provides otherwise or a separate customer agreement establishes another governing law, these Terms are governed by the laws of the State of Ohio, United States, without regard to conflict-of-law principles.

For disputes properly permitted to proceed in court, the parties consent to jurisdiction and venue in the state and federal courts located in or serving [COUNTY, STATE], except where applicable law requires another forum.

39. FORCE MAJEURE

Inventory DI will not be responsible for delay or failure caused by events beyond its reasonable control, including natural disasters, severe weather, fire, flood, war, terrorism, civil unrest, labor disputes, governmental actions, telecommunications failures, internet failures, widespread cloud-provider outages, cybersecurity attacks, utility failures, epidemics, pandemics, transportation failures, or similar events beyond reasonable control.

This section does not excuse payment obligations that became due before the applicable event unless a separate written agreement provides otherwise.

40. ASSIGNMENT

Users may not assign or transfer rights under these Terms in connection with unauthorized resale, sharing, transfer, or commercialization of access to Inventory DI.

Inventory DI may assign or transfer these Terms in connection with a merger, acquisition, corporate restructuring, sale of assets, financing transaction, or transfer of the business or technology associated with Inventory DI, subject to applicable law and any controlling customer agreement.

41. NO WAIVER

Failure by Inventory DI to enforce any provision of these Terms will not constitute a waiver of that provision or of the right to enforce it later.

A waiver is effective only if made in writing by an authorized representative of Inventory DI.

42. SEVERABILITY

If any provision of these Terms is determined to be invalid, illegal, or unenforceable, that provision will be enforced to the maximum extent legally permissible or modified where legally appropriate, and the remaining provisions will remain in effect unless the essential purpose of the Terms would be defeated.

43. ENTIRE AGREEMENT FOR PUBLIC WEBSITE USE

These Terms, together with the Inventory DI Privacy Policy and any additional policies expressly incorporated by reference, constitute the agreement governing general use of the public website and Service except where a separate written customer agreement applies.

These Terms do not replace a separately executed Subscription Agreement, Order Form, Data Processing Addendum, Statement of Work, confidentiality agreement, or other authorized written agreement.

44. HEADINGS

Section headings are provided for convenience and do not limit or modify the interpretation of these Terms.

45. CONTACT INFORMATION

Questions concerning these Terms may be directed to:

Inventory DI
Operated by: Inventory DI, LLC
5818 Max Dr., Watervuille, Ohio 43566
United States

Legal inquiries: support@inventorydi.com

General inquiries: support@inventorydi.com

Website: InventoryDI.com

ACCEPTANCE

By accessing or using Inventory DI where acceptance of these Terms is required, you acknowledge that you have read, understood, and agree to these Terms.

For organizational accounts, the individual activating or administering the account represents that they are authorized to act on behalf of the applicable organization.

Terms and Conditions