Terms of Service and Conditions of Use

These Terms of Service and Conditions of Use ("Terms") form a legally binding agreement between Naara Logistics Inc., a Delaware corporation doing business as Naara ("Naara," "we," "us," or "our"), and the person or entity that accesses or uses Naara's websites, applications, software, marketplace, shipping functions, or related services (collectively, the "Services").

By creating an account, accepting an invitation, clicking to accept these Terms, purchasing a subscription, or using the Services, you agree to these Terms. If you do not agree, do not access or use the Services.

A "Customer" is the organization or business that subscribes to or uses the Services. An "Authorised User" is an individual whom a Customer permits to use its account. "Customer Data" means information, content, and records submitted to or generated through the Services for a Customer, excluding Naara technology and de-identified or aggregated information.

You must be at least 18 years old and legally capable of entering into a binding agreement to use the Services. The Services are offered for business and professional use, not for personal, family, or household use.

If you use the Services for a company or other entity, you represent that you have authority to bind that entity. In that case, "you" includes both you and that entity. You may use the Services only where doing so is lawful.

These Terms incorporate Naara's Privacy Notice, Acceptable Use Policy, Cookie Notice, Subscription & Cancellation Policy, and any plan, checkout, order form, or written addendum that expressly applies to the Services you use.

If a separately signed agreement conflicts with these Terms, the signed agreement controls for that conflict. An applicable order form or checkout term then controls, followed by these Terms and the incorporated policies. The Privacy Notice governs Naara's handling of personal information and is not intended to reduce rights provided by applicable law.

You must provide accurate, current information and keep it updated. You are responsible for protecting credentials, using appropriate security controls, and promptly notifying Naara of suspected unauthorised access. You may not share credentials in a way that defeats identity, permission, approval, or audit controls.

Customer owners and administrators control their organization, including invitations, locations, roles, permissions, integrations, and Customer Data. Customer is responsible for its Authorised Users and their activity. An organization administrator may access, restrict, export, or manage information associated with the organization as permitted by the Services.

Organization roles never grant access to Naara's internal platform administration. Naara may rely on instructions from the account owner, billing contact, or an administrator reasonably appearing authorised to act for Customer.

Subject to these Terms and payment of applicable fees, Naara grants Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable right during the applicable subscription or authorised use period to access and use the Services for Customer's internal business operations.

The right granted here does not transfer ownership of any part of the Services. Any rights not expressly granted are reserved by Naara and its licensors.

You must comply with the Acceptable Use Policy and all applicable laws. You may not misuse the Services or help another person do so.

• Access or attempt to access another organization, account, system, or data without authorisation.
• Copy, modify, rent, sell, sublicense, distribute, or create derivative works from the Services except where applicable law does not permit that restriction.
• Reverse engineer, decompile, probe, scan, scrape, or test the Services except with Naara's prior written permission or where such restriction is prohibited by law.
• Circumvent security, permissions, rate limits, usage limits, billing controls, or access restrictions.
• Upload malicious code; disrupt service availability; use abusive automation; or place an unreasonable burden on the Services.
• Use the Services for fraud, unlawful activity, infringement, or the sale, shipment, or promotion of prohibited, unsafe, stolen, or counterfeit goods.
• Represent that Naara endorses, certifies, or guarantees you, your products, your inventory records, or a transaction when it does not.

As between Customer and Naara, Customer retains its rights in Customer Data. Customer grants Naara and its service providers a worldwide, non-exclusive right to host, copy, transmit, display, modify, and otherwise process Customer Data only as reasonably necessary to provide, secure, support, maintain, and improve the Services; prevent fraud or misuse; comply with law; and follow Customer's documented instructions.

Customer represents that it has all rights, permissions, notices, and lawful bases needed for Naara to process Customer Data as described in these Terms and the Privacy Notice. Customer is responsible for the accuracy, quality, legality, and means by which it acquired Customer Data.

Customer should maintain appropriate source records and exports for its business. Naara is not a substitute for Customer's legally required books, records, backups, or document-retention system unless a signed agreement expressly says otherwise.

Naara handles personal information as described in the Privacy Notice. Customer generally controls personal information it places in the Services about its personnel, customers, suppliers, recipients, and other contacts, while Naara processes that information to provide the Services.

Each party will comply with privacy and data-protection laws applicable to its role. If applicable law requires a separate data-processing agreement or cross-border transfer mechanism, the parties will work in good faith to put an appropriate agreement in place before the relevant processing begins.

Customer must not enter passwords, complete payment-card details, government identification numbers, health information, or other unnecessary sensitive information into notes, uploads, or general-purpose fields.

Each party may receive non-public information that is identified as confidential or that reasonably should be understood to be confidential ("Confidential Information"). The receiving party will use reasonable care to protect it and will use it only to perform or exercise rights under this agreement. Customer Data is Customer's Confidential Information.

Confidential Information does not include information that the receiving party can show is publicly available through no breach, was lawfully known without restriction, was received lawfully from another source without a duty of confidentiality, or was independently developed without use of the disclosing party's Confidential Information.

A party may disclose Confidential Information when legally required if, where legally permitted, it gives prompt notice and reasonable assistance so the other party may seek protection. Each party may also disclose Confidential Information to personnel, contractors, and advisers who need it and are bound by appropriate confidentiality duties.

Naara uses administrative and technical safeguards designed to protect the Services and Customer Data. No service can guarantee complete security or uninterrupted protection.

Customer is responsible for configuring access appropriately, protecting devices and credentials, reviewing permissions, and promptly reporting suspected compromise. Naara may take reasonable emergency measures, including resetting credentials, revoking sessions, or temporarily restricting access, to protect accounts or the Services.

Plan features, usage limits, billing interval, price, and any trial terms are shown through the applicable checkout, plan page, or order form. Customer authorises Naara and its payment processor to charge the selected payment method for amounts due, including recurring fees and applicable taxes.

Except where stated otherwise, fees are quoted and payable in U.S. dollars. Customer is responsible for taxes, duties, and governmental charges associated with its purchase, excluding taxes based on Naara's net income. Customer must keep billing and payment information current.

Naara may correct billing errors and may change fees for a future billing period after appropriate advance notice. A price change will not retroactively alter a completed payment.

Paid subscriptions automatically renew for the billing interval selected at checkout until cancelled. Stripe currently processes subscription payments and may present additional payment terms in its hosted experience.

Trial eligibility, duration, features, and conversion terms may vary. Unless the offer states otherwise, a trial associated with a paid plan converts to recurring paid billing at the end of the displayed trial period unless Customer cancels before the scheduled first charge.

Naara may modify or withdraw a trial or promotion, and may determine eligibility, where permitted by law. Creating multiple accounts or using misleading information to obtain repeat promotional access is prohibited.

An authorised organization user may cancel recurring billing through the available Naara billing controls or Stripe-hosted billing portal. If those controls are unavailable, Customer should contact support before the next renewal date. Cancellation stops future renewal and generally takes effect at the end of the current paid period.

Fees already charged are generally non-refundable except where the purchase terms, a written Naara commitment, or applicable law requires otherwise. A discretionary credit or refund in one case does not create an obligation in another case.

Customer should report suspected duplicate, incorrect, or unauthorised charges promptly so they can be reviewed. Additional detail appears in the Subscription & Cancellation Policy.

Upgrades, downgrades, and billing-interval changes take effect as shown when confirmed and may involve prorated charges, credits, or a future-period change. Features and limits may vary by plan and may be enforced automatically.

A downgrade does not intentionally delete Customer Data. If usage exceeds a lower plan's limits, some additions, edits, integrations, or other actions may be restricted or made read-only until Customer reduces usage or changes its plan.

Naara may provide business-to-business discovery, listing, request, or communication features. Unless Naara expressly states otherwise for a specific transaction, Naara is not the buyer, seller, manufacturer, importer, exporter, broker, carrier, warehouse, merchant of record, or party to a transaction between customers.

Sellers are responsible for authority to offer goods and for product legality, authenticity, quality, safety, descriptions, pricing, taxes, availability, fulfilment, warranties, returns, and required disclosures. Buyers are responsible for evaluating sellers, goods, commercial terms, and suitability before proceeding.

Naara does not guarantee a participant's identity, inventory, creditworthiness, performance, product quality, or completion of a transaction. Participants are responsible for their agreements and disputes with one another.

Shipping functions may be provided through Shippo and independent carriers or logistics providers. Those providers' terms, restrictions, rates, and privacy practices apply to their services. Naara is not a carrier and does not control pickup, carriage, customs, inspection, delivery, delay, loss, damage, or a carrier's decision to accept or reject a shipment.

Customer is responsible for accurate shipment information, packaging, classification, declared value, insurance decisions, customs documentation, duties, taxes, recipient information, restricted goods, and compliance with shipping, trade, and product laws. Displayed rates and delivery estimates may change and are not guarantees.

The Services may interoperate with third-party products selected by Customer, including payment, email, file-storage, point-of-sale, shipping, and other integration providers. Third-party services are governed by their own terms and privacy practices, and Customer authorises Naara to exchange the information reasonably needed to provide the requested integration.

Naara does not control and is not responsible for third-party services. A third party's change, outage, suspension, or termination may affect a related Naara feature. Naara may disable an integration where reasonably necessary for security, legal compliance, provider requirements, or service integrity.

You consent to receive agreements, disclosures, notices, receipts, authentication messages, and other communications electronically, including through the Services or by email. Electronic communications satisfy legal requirements that communications be in writing to the extent permitted by law.

You are responsible for maintaining a valid email address and reviewing account notices. You may opt out of optional marketing, but operational, security, billing, and legal communications may still be necessary to provide the Services.

The Services, including their software, interfaces, designs, workflows, documentation, branding, and underlying technology, are owned by Naara or its licensors and are protected by intellectual-property and other laws. These Terms do not grant a right to use Naara's names, logos, or marks except as expressly authorised in writing.

If Customer provides suggestions, ideas, or feedback, Customer grants Naara a perpetual, irrevocable, worldwide, royalty-free right to use and incorporate that feedback without restriction or compensation. This does not give Naara ownership of Customer Data.

Customer retains its rights in content it submits. Customer grants Naara the rights reasonably necessary to display content to Customer's Authorised Users and, for content Customer chooses to publish through marketplace or public features, to the audience selected by Customer.

Customer represents that its content and Naara's permitted use of it do not violate law, confidentiality obligations, or another person's intellectual-property, privacy, publicity, or other rights. Naara may remove or restrict content that reasonably appears unlawful, infringing, unsafe, misleading, or inconsistent with these Terms.

A rights holder may report allegedly infringing material to support@naara.com. A report should identify the protected work, the material and its location, the complainant's contact information, the basis for the claim, and any authority to act for the rights holder.

Naara may request additional information, remove or restrict material, notify the affected customer, or take other appropriate action. Knowingly submitting a false or misleading complaint may create legal liability.

Naara may add, modify, or discontinue features as the product develops. We will aim to provide appropriate notice when a material change substantially reduces the core functionality of a paid plan during its current term.

Preview, beta, early-access, or experimental features may be changed or withdrawn at any time, may be less reliable, and are provided for evaluation unless stated otherwise. Customer should not rely on them for critical operations.

Naara works to provide a reliable service, but the Services may be unavailable because of maintenance, updates, incidents, third-party providers, internet conditions, emergencies, or events outside our reasonable control. No uptime or support-response commitment applies unless stated in a separately signed service-level agreement.

Naara may perform maintenance and make changes reasonably necessary to secure, operate, or improve the Services. Support scope and availability may depend on Customer's plan.

Naara may suspend or restrict access where reasonably necessary to address a security risk, suspected fraud or abuse, unlawful activity, a material breach, nonpayment, provider requirement, threat to another customer or the Services, or a legal obligation.

Where reasonable, Naara will give notice and an opportunity to resolve the issue. Naara may act without advance notice when delay could increase harm, create legal exposure, or compromise security or service integrity.

Customer may stop using the Services at any time and may cancel a subscription as described above. Either party may terminate for an uncured material breach after reasonable written notice, or immediately if the other party ceases business, becomes subject to insolvency proceedings not dismissed within a reasonable period, or where continued performance would violate law.

Upon termination or expiration, Customer's right to use the Services ends, except for access that Naara expressly permits during a paid period, wind-down, or export process. Customer should export needed data before access ends. Naara may delete or de-identify Customer Data after termination in accordance with the Privacy Notice, legal obligations, standard backup cycles, and any separate written agreement.

Provisions that by their nature should survive will survive, including accrued payment obligations, confidentiality, intellectual-property ownership, disclaimers, indemnification, limitations of liability, dispute terms, and general provisions.

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY LAW, NAARA AND ITS LICENSORS DISCLAIM ALL EXPRESS, IMPLIED, STATUTORY, AND OTHER WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

NAARA DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR COMPLETELY ACCURATE; THAT DATA WILL NEVER BE LOST; OR THAT THE SERVICES WILL MEET EVERY CUSTOMER REQUIREMENT. INFORMATION, REPORTS, FORECASTS, COSTS, RATES, DELIVERY ESTIMATES, AND AUTOMATED OUTPUTS MAY DEPEND ON CUSTOMER DATA AND THIRD-PARTY INFORMATION AND MUST BE REVIEWED BY CUSTOMER.

NAARA PROVIDES OPERATIONAL SOFTWARE, NOT LEGAL, TAX, ACCOUNTING, INSURANCE, CUSTOMS, FOOD-SAFETY, OR OTHER PROFESSIONAL ADVICE. CUSTOMER REMAINS RESPONSIBLE FOR ITS BUSINESS DECISIONS, RECORDS, CONTROLS, AND LEGAL COMPLIANCE.

To the maximum extent permitted by law, Customer will defend, indemnify, and hold harmless Naara, its affiliates, and their officers, directors, personnel, and agents from third-party claims, damages, losses, liabilities, judgments, penalties, costs, and reasonable legal fees arising from Customer Data or content; Customer's products, listings, transactions, shipments, or relationships with other parties; Customer's or its Authorised Users' unlawful use or material breach of these Terms; or an allegation that Customer Data or content infringes another person's rights.

Naara will provide reasonable notice of a covered claim and cooperation at Customer's expense. Customer may control the defence, but may not settle a claim in a way that admits fault by, imposes an obligation on, or fails to unconditionally release Naara without Naara's written consent.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR FOR LOST PROFITS, REVENUE, BUSINESS, GOODWILL, OR DATA, EVEN IF ADVISED THAT SUCH DAMAGES WERE POSSIBLE.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NAARA'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE SERVICES OR THESE TERMS WILL NOT EXCEED THE GREATER OF (A) ONE HUNDRED U.S. DOLLARS (US $100) OR (B) THE FEES CUSTOMER PAID TO NAARA FOR THE SERVICES GIVING RISE TO THE CLAIM DURING THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO LIABILITY.

These limits apply regardless of the theory of liability and even if a remedy fails of its essential purpose. They do not limit payment obligations, Customer's indemnification obligations, either party's liability for fraud or wilful misconduct, or liability that cannot lawfully be limited or excluded.

Some jurisdictions do not allow certain warranty disclaimers or liability exclusions. In those jurisdictions, the affected provision applies only to the fullest extent permitted by law. Nothing in these Terms waives a right or remedy that applicable law does not permit the parties to waive.

You may not access or use the Services in violation of United States export-control, trade-sanctions, anti-boycott, or anti-corruption laws, or other applicable trade laws. You represent that you are not prohibited from receiving the Services and will not make the Services available to a prohibited person, territory, end user, or end use.

Customer is responsible for the legality, classification, licensing, destinations, counterparties, and documentation associated with goods it buys, sells, stores, imports, exports, or ships. Naara may refuse or restrict activity reasonably believed to create a trade-compliance risk.

These Terms are governed by the laws of the State of Delaware, without regard to conflict-of-law rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

Before filing a claim, each party will give the other written notice describing the dispute and will make a good-faith effort for at least 30 days to resolve it informally, unless urgent injunctive relief is reasonably necessary. Any judicial proceeding arising out of or relating to these Terms or the Services must be brought exclusively in the state or federal courts located in Delaware, and each party consents to their personal jurisdiction and venue.

Naara may update these Terms as the Services, laws, and commercial offering develop. The updated version will identify its effective or last-updated date. We will provide appropriate advance notice of material changes through the Services, by email, or through another reasonable channel.

Unless law requires otherwise, material changes apply prospectively on the stated effective date. Continued use after that date constitutes acceptance. If Customer does not agree, its remedy is to stop using the affected Services and cancel before the changes take effect, subject to any separate signed agreement.

Neither party is liable for delay or failure caused by events beyond its reasonable control, except Customer's obligation to pay amounts already due. Customer may not assign these Terms without Naara's written consent. Naara may assign them in connection with a merger, reorganization, sale of assets, financing, or transfer of the relevant business, or to an affiliate.

The parties are independent contractors. These Terms do not create a partnership, franchise, joint venture, fiduciary, employment, or agency relationship. No third party is a beneficiary of these Terms.

Failure to enforce a provision is not a waiver. If a provision is unenforceable, it will be enforced to the maximum lawful extent and the remaining provisions will continue in effect. Headings are for convenience only. The words "including" and "include" mean "including without limitation."

These Terms and the documents incorporated into them are the entire agreement concerning their subject matter and replace prior or contemporaneous proposals and understandings on that subject. A purchase order or similar customer document does not modify these Terms unless Naara expressly agrees in a signed writing.

Legal notices to Naara must be sent to Naara Logistics Inc., 8 The Green, Dover, DE 19901, United States, with a copy by email to support@naara.com. Naara may send notices to the email address associated with Customer's account or through the Services. Notices are effective when received, except that electronic notices are effective when sent unless the sender receives a delivery-failure notice.