Terms of Service

Version 1.3 · effective Sept. 17, 2026

RINVIS TERMS OF SERVICE

This is a draft.

Accepted in the application. These Terms are presented to each user on first sign-in and on any later material change, and are accepted by the action the application asks for. That acceptance is recorded against the accepting user, the version accepted and the time — see §3. Where a signed order form, statement of work or letter of intent also exists, these Terms control unless that document says otherwise and is signed by both parties.


Provider	Forgottonia Development LLC, a Georgia limited liability company ("RinVis", "we", "us")
Customer	the company on whose behalf you use the Service ("Customer", "you")
Effective Date	2026-09-17

1. Definitions

"Service" — the RinVis hosted software platform, which acquires images from cameras Customer designates, measures marked areas of those images, stores the resulting measurements, and presents them, together with any related support and documentation.

"Site" — one physical Customer location enrolled in the Service.

"Camera" — one fixed image source enrolled against a Site.

"Zone" — one marked area of one Camera's field of view, together with the question the Service is configured to answer about it.

"Frame" — one complete image received from a Camera.

"Submitted Imagery" — Frames, and any images Customer or its users otherwise upload to the Service.

"Reading" — one measurement the Service produced from one Frame for one Zone.

"Correction" — a change a Customer user makes to a Reading, or a label a Customer user supplies describing what was actually present in a Frame.

"Calibration Data" — the durable configuration and derived numeric representations by which the Service measures a Zone, together with small image fragments retained under §7.3. Calibration Data is not a Frame and does not reconstitute one.

"Customer Data" — Submitted Imagery, Readings, Corrections, Calibration Data, and Customer's account, Site, Camera, Zone and user records.

"Derived Data" — statistical, numeric and aggregated information generated by or from the Service that does not identify Customer, any Site, any individual, or any Customer product assortment. §7.4 governs it.

"Evaluation Period" — any period during which the Service is provided at no charge, on a trial, pilot, beta or proof-of-concept basis, whether or not so labelled.

2. The Service

2.1 Provision. Subject to these Terms, we grant Customer a non-exclusive, non-transferable, non-sublicensable right, during the Term, to access and use the Service for Customer's internal business operations at enrolled Sites.

2.2 What the Service does and does not do. The Service produces estimates from photographs. A fullness percentage, a product identification, a share figure or a compliance score is a measurement with an error distribution, not a count, an inventory record, or a statement of fact about a Site. Customer is solely responsible for decisions it makes using Service output, and for verifying any output on which a material decision depends.

2.3 Not a safety, security, legal or compliance system. The Service is not designed, sold or warranted for use as a security system, a life-safety system, a loss-prevention system, a food-safety monitoring system, a system of record for regulatory compliance, a source of evidence in any legal, insurance or disciplinary proceeding, or any application in which failure could result in death, personal injury, or property or environmental damage. This covers every output of the Service, including the approximate Site coordinates described in §2.6, which are not navigation, dispatch or emergency-response data. Customer will not so use it.

2.4 Changes. We may modify the Service, provided we do not materially reduce its core functionality during a paid Term. We will give Customer at least thirty (30) days' notice of a change that materially and adversely affects documented functionality Customer is using.

2.5 Evaluation Periods. During an Evaluation Period the Service is provided AS IS, may be modified or withdrawn at any time, carries no service level, no support commitment and no uptime commitment, and §11 (Warranties) and §12 (Limitation of Liability) apply with the liability cap set at one hundred U.S. dollars ($100). Every other provision of these Terms — in particular §§5, 6, 7, 9 and 13 — applies in full during an Evaluation Period.

2.6 Site mapping. The Service can show Customer's Sites on a map. To place a Site, the address Customer entered is submitted to a address verification service. The coordinates and maps are approximate: it is fit for showing roughly where a Site is, and §2.3 applies to it. Customer may turn Site mapping off at any time in company settings, and while it is off no address is submitted to anyone..

3. Accounts, users and access control

3.1 Users. Customer is responsible for all activity under its accounts, for maintaining the confidentiality of credentials, and for promptly deactivating users who leave.

3.2 Roles and scope. The Service allows Customer to grant a user access at the company, district, group or site level, and as an administrator or a viewer. Configuring those grants correctly is Customer's responsibility. We enforce the boundaries Customer configures; we do not determine which of Customer's people should see which Sites.

3.3 Security features. Customer will enable the multi-factor authentication the Service provides for all administrator accounts.

3.4 Suspension. We may suspend access, in whole or part, on notice where reasonably necessary to prevent harm to the Service, to other customers, or to any person, or where required by law. We will restore access promptly once the cause is resolved.

4. Customer responsibilities

Customer will:

(a) obtain and maintain all cameras, recorders, network connectivity and power required to deliver images to the Service, and bear their cost;

(b) position and aim cameras so that the areas to be measured are visible, and accept that the Service can measure only what a camera actually captures;

(c) supply accurate Site, fixture and product information where the Service requests it, including a postal address for each Site;

(d) provide staff time for calibration and for supplying Corrections, and accept that measurement quality depends materially on both;

(e) not use the Service to monitor the performance, productivity, location or conduct of individual employees, and not represent to any person that the Service does so;

(f) not reverse engineer, decompile, or attempt to derive the source code, models or methods or numeric methods of the Service; not resell, sublicense, timeshare or provide the Service to a third party; not use the Service to build a competing product; and not remove proprietary notices;

(g) not submit to the Service any Protected Health Information, payment card data, government identification numbers, biometric identifiers, or the special categories of personal data defined by applicable data protection law; and

(h) comply with all laws applicable to its use, including those governing video surveillance, recording, notice and consent at each Site.

5. Submitted Imagery — Customer's rights, warranties and authority

This section is the basis on which we accept images at all. Customer should read it before enrolling a camera.

5.1 Customer authority to submit. Customer represents and warrants that, for every Camera it enrolls and every image it submits or causes to be submitted:

(a) Customer owns or lawfully controls the Site and the Camera, or has the documented permission of the party that does;

(b) Customer has the full right and authority to submit that imagery to us and to grant the licenses in §5.3 and §7, and doing so breaches no contract, no franchise or lease term, and no third party's rights;

(c) Customer has provided all notices and obtained all consents, authorizations and registrations required by law for the recording in question and for its disclosure to a third-party processor, including any notice or signage obligations, any employee notification or collective-bargaining obligation, and any obligation arising under a state biometric, two-party consent, or video surveillance statute; and

(d) the areas captured are commercial retail floor, back-of-house or fixture areas, and do not include a restroom, a changing area, an employee break or locker area, a treatment room, or any other area in which a person has a reasonable expectation of privacy.

5.2 Franchised, licensed and third-party-operated Sites. Where a Site is operated by a franchisee, licensee, dealer or other third party, Customer represents that it is authorized to enroll that Site and to grant the rights in these Terms on that operator's behalf, and Customer will indemnify us under §13.1 for any claim to the contrary.

5.3 License to process. Customer grants us a worldwide, non-exclusive, royalty-free license, for the Term and the retention periods in §7, to host, store, transmit, reproduce, crop, resample, transform and analyze Submitted Imagery, and to create Readings, Corrections and Calibration Data from it, solely to provide, secure, support and improve the Service for Customer and, as to Calibration Data and Derived Data, as further permitted by §7.

5.4 Right to submit for evaluation and improvement. Customer additionally grants us the right to use Submitted Imagery, Readings and Corrections internally to evaluate, troubleshoot, measure, tune and improve the accuracy of the Service, including by including them in internal test and benchmark sets and by having our personnel and contractors under confidentiality view them. This right survives as set out in §7.3.

5.5 What that right does not include. We will not:

(a) publish, display publicly, or provide Submitted Imagery to any third party, except to a subprocessor under §9.4 or as required by law under §9.5;

(b) use Submitted Imagery in marketing, a case study, a demonstration, a screenshot or a sales asset without Customer's prior written consent for that specific use;

(c) submit Submitted Imagery to any third-party provider on a plan or tier whose terms permit that provider to train models on it. Where the Service uses such a provider at all, it does so on a paid, no-training tier, and refuses to proceed where that condition is not configured; or

(d) sell Submitted Imagery, or license it to any data broker or advertising business, under any circumstances.

5.6 Ownership. As between the parties, Customer owns all Customer Data. Nothing in these Terms transfers ownership of Customer Data to us.

5.7 Training license. Customer grants us a perpetual, irrevocable, worldwide, royalty-free license to use Corrections, Calibration Data and the correction fragments described in §7.3 to develop, train, evaluate and improve the Service and its successors. This license survives termination and is not affected by §7.5. We own the models, parameters and other artifacts resulting from that use; those are not Customer Data, and they neither contain nor reconstitute a Frame. Everything in §5.5 continues to apply to this license — in particular, it is not a right to publish Submitted Imagery, to sell it, or to hand it to a provider permitted to train on it.

6. Privacy — what the Service does not do

6.1 No biometrics, no identification, no tracking. The Service does not perform facial recognition, facial detection for identification, gait analysis, re-identification, person tracking across frames or cameras, demographic estimation, emotion inference, or any other form of biometric identification or biometric-derived analysis. It does not generate, and is not architected to generate, a "biometric identifier" or "biometric information" as those terms are used in the Illinois Biometric Information Privacy Act, the Texas Capture or Use of Biometric Identifier Act, or comparable statutes. This is a product constraint, not a current-configuration statement, and we will not introduce such a capability into the Service Customer is subscribed to without a signed amendment.

6.2 Incidental capture of people. Customer and we both acknowledge that a camera pointed at a retail fixture will, from time to time, capture staff and customers incidentally. We treat that imagery as confidential Customer Data under §9, restrict access to it under §8, and delete it on the schedule in §7.

6.3 Measurement is of fixtures. Every Zone the Service measures is a marked area of a fixture. The Service asks how full a bin is, or what product is on a shelf. It does not ask who is in the frame, and no output of the Service describes a person.

6.4 Individual rights requests. If Customer receives a request from an individual relating to imagery held in the Service, we will, on Customer's written request and at Customer's direction, assist Customer in locating and deleting the relevant Frames, to the extent they have not already been deleted under §7.

6.5 Data protection terms — these Terms are the addendum. Sections 6.5 to 6.15 are the data processing terms required of a service provider or processor by applicable US state privacy law, and they bind us whether or not a separate addendum has been executed. We will execute Customer's own form on request; absent a signed amendment saying otherwise, these Terms control where the two differ. "Applicable Privacy Law" means the California Consumer Privacy Act as amended by the CPRA, the Virginia Consumer Data Protection Act, the Colorado Privacy Act, the Connecticut Data Privacy Act, the Utah Consumer Privacy Act and comparable US state statutes, in each case as applicable to Customer and to the Service.

6.6 Roles. For Submitted Imagery and any other personal information contained in Customer Data, Customer is the business or controller and we are the service provider or processor. Customer determines the purposes of the processing: which Sites are enrolled, which Cameras are pointed where, which Zones are marked and which questions are asked about them. We process to provide the Service and for no independent purpose of our own, except as §6.9 states.

6.7 Processing on documented instructions. These Terms, the applicable order form, and Customer's configuration of the Service are Customer's documented instructions, and are the complete statement of them. The business purposes for which personal information is disclosed to us are: acquiring Frames from Cameras Customer designates; measuring the Zones Customer has marked; producing, storing and presenting Readings and the alerts derived from them; maintaining the security, integrity and availability of the Service; and providing support. We will not process personal information for any other purpose. If we believe an instruction violates Applicable Privacy Law we will tell Customer and may pause the affected processing rather than proceed.

6.8 Restrictions we accept. We will not:

(a) sell or share personal information, as "sell" and "share" are defined in Applicable Privacy Law, under any circumstances and for any consideration;

(b) retain, use or disclose personal information for any purpose other than the business purposes in §6.7, including outside the direct business relationship between Customer and us, except as §6.9 states;

(d) combine personal information received under these Terms with personal information received from, or on behalf of, anyone else, or collected from our own interaction with any individual, except where Applicable Privacy Law expressly permits it. The Service is built so that this cannot happen inadvertently: measurement is per Customer, and no model, statistic or comparison the Service maintains crosses from one Customer to another; or

(e) build or modify a profile of any individual or household, or attempt to identify, re-identify or track any individual, which §6.1 states as a product constraint.

6.9 The one use beyond Customer's instructions, stated plainly. Applicable Privacy Law permits a service provider to use personal information to build or improve the quality of its services, and §5.7 is where we do. Customer should read this paragraph together with §5.7 and §7.3 and treat it as a specifically negotiated term, because it is the one place we keep something after the relationship ends. What that use covers, and what it does not:

(a) What we use. Corrections, Calibration Data, and the correction fragments described in §7.3 — a few hundred pixels of one stretch of one fixture, paired with the name a Customer user typed. Not whole Frames, which are deleted on the §7.1 clock whatever else happens.

(b) What for. Developing, training, evaluating and improving the Service. Not for building consumer or household profiles, not for cleaning or augmenting data acquired from any other source, and not for any purpose unrelated to the Service.

(c) What survives termination. The fragments, Corrections and Calibration Data described in §7.3 and carved out of §7.5(d). Everything else is deleted as §7.5 requires. We state this here rather than leaving it to be found: a deletion clause with an exception buried in another section is not a term Customer has agreed to.

(d) Customer may exclude it. On written notice at any time, Customer may direct that its Corrections, Calibration Data and correction fragments not be used under §5.7 and not be retained after termination. The direction applies from the date we receive it and to everything then held; it does not reach a model already trained, which cannot be unlearned, and we do not represent otherwise. Excluding this use does not change the fees and does not degrade the Service for Customer.

(e) What we represent about the result. The models and parameters produced under §5.7 are statistical artifacts of the kinds the Service uses to measure fixtures. They are not designed to, and do not, contain or reconstitute a Frame. If we ever intend to train a model of a kind for which that representation would not hold, we will obtain Customer's prior written consent for that use.

6.10 Personnel. Personnel authorized to process Customer Data are bound by written confidentiality obligations that survive their engagement, are granted access on a need-to-know basis, and receive training appropriate to the access they hold.

6.11 Subcontractors. We engage a subcontractor to process personal information only under a written contract imposing obligations no less protective than these Terms, and we remain responsible for its performance. §9.4 governs which subprocessors we use, the notice owed before a change to a role that processes Submitted Imagery, and Customer's right to object and to terminate without penalty. Exhibit 1 describes the roles; we identify the occupant of each on request.

6.12 Assisting Customer. Taking into account the nature of the processing and the information available to us, we will provide reasonable assistance with:

(a) requests from individuals to access, correct, delete, or limit the use of personal information, as §6.4 sets out;

(b) Customer's obligations to secure personal information, as §8 sets out;

(d) any data protection assessment or impact assessment Applicable Privacy Law requires of Customer in respect of the Service.

6.13 Demonstrating compliance, and Customer's right to check. We will make available to Customer the information reasonably necessary to demonstrate our compliance with §§6.5 to 6.15. Customer may take reasonable and appropriate steps to satisfy itself that we use personal information consistently with Customer's own obligations under Applicable Privacy Law; §8.5 is the mechanism and its annual limit does not restrict a request made in response to a specific, identified concern. On notice from Customer of an unauthorized use, we will stop it and remediate it.

6.14 Notice if we cannot comply. If we determine that we can no longer meet an obligation under §§6.5 to 6.15, we will notify Customer in writing without undue delay. Customer may then direct us to stop the affected processing, and may terminate the affected part of the Service without penalty and receive a pro-rata refund.

6.15 Deletion or return. On termination, §7.5 governs what is deleted and when, including the thirty-day window and the export Customer may request before termination. The §7.5(d) carve-out is the exception §6.9(c) describes and the one Customer may switch off under §6.9(d).

7. Retention and deletion — what we keep, what we do not

This section states plainly what is deleted and what persists, because the distinction is the basis on which the Service works at all.

7.1 Full Frames are not kept. A complete Frame — the whole photograph of Customer's premises — is stored only as long as it is needed to produce, display and audit the Readings taken from it, and is then permanently deleted.

This clause states a ceiling, and only a ceiling. A Frame will be gone by the date in the second column. We may delete it sooner at our discretion, and Customer should not build a process that assumes an image is still available: what Customer may rely on keeping is the Reading taken from the Frame, under §7.3, and not the photograph.

Class of image	Deleted no later than
A routine scheduled Frame	90 days from capture
A Frame captured by a connection or camera test	7 days from capture
A Frame in force as a reference, calibration or labelled image	while it remains in force, then 90 days from capture
A Frame belonging to a Site Customer has deleted	90 days from the deletion, or its own date under this table, whichever is sooner

The third row is a narrow exception and is bounded by use, not by intention. A handful of Frames per Zone are held out of the ordinary clock because the Service measures against them: the reference image a Zone's geometry is checked against, the exemplar photographs a bin is calibrated from, and any Frame we have labelled by hand for accuracy measurement. A Frame holds that status only while it is actually in force. The moment it is superseded — a Zone re-marked against a newer image, an exemplar re-picked, a calibration removed — it returns to the ninety-day ceiling measured from its original capture, which means an older one becomes deletable immediately. Nothing in this row keeps a Frame because it was once used.

Customer may specify a shorter ceiling on written request. A longer one requires a signed amendment. Deletion is permanent and is not recoverable from backup after the backup cycle in §8.4 completes.

7.2 Frames are never served by link. The Service does not generate a public URL, a signed URL, or any other bearer-token link to a stored image. An image is served only to an authenticated user, in-session, after that user's access to the Site in question has been checked. There is therefore no link that can be forwarded, indexed, cached by a third party, or leaked.

7.3 What persists after a Frame is deleted, and why. The following are not images of Customer's premises and are retained for the Term and thereafter as stated, because without them the Service loses the configuration by which Customer's fixtures are measured, and every measurement it has ever taken becomes incomparable:

What persists	What it is	Retained
Readings	the numeric result the Service recorded for one Zone from one Frame, and the measures stored with it	Term + 24 months
Corrections	what a Customer user said was actually there, as free text and as a link to a catalog entry	Term + 24 months
Calibration Data	a small numeric representation of how one Zone is measured. Not an image, and not reversible into one	Term + 24 months
Correction fragments	where a user corrects a product identification, the small image fragment of the specific product block corrected — a few hundred pixels of one stretch of one fixture, paired with the name the user typed	retained indefinitely, subject to §7.5
Operational logs	capture attempts, outcomes, reasons for absence, access logs	Term + 24 months

Why the correction fragments are the exception. They are what keeps accuracy on Customer's own products from resetting, and what makes a measurement taken next year comparable to one taken this year. They carry no deletion clock and are not deleted when the Frame they were cut from is. Customer's grant of the licenses in §5.3, §5.4 and §5.7 extends to these fragments on that footing, and §5.7 is what carries that grant past termination.

7.4 Derived Data. We may create and retain, during and after the Term, aggregated and statistical information derived from use of the Service — accuracy, performance and reliability statistics — provided it does not identify Customer, any Site, any individual, or any Customer-specific assortment, pricing or commercial arrangement, and provided it does not include or reconstitute any image. We own Derived Data and may use it to operate, benchmark and improve the Service and to produce anonymized industry statistics.

7.5 Deletion on termination. Within thirty (30) days of Customer's written request following termination, we will delete all Customer Data — including every Frame — except (a) as required by law, (b) Derived Data under §7.4, (c) copies in routine backups, which are deleted on the cycle in §8.4, and (d) Corrections, Calibration Data and the correction fragments described in §7.3, which we retain and continue to use under the license in §5.7. Stated plainly: whole photographs of a Site go. The small corrected fragments, and the names typed with them, stay. Customer owns them throughout; §5.7 is a license, not a transfer. On request made before termination, we will provide Customer an export of its Readings, Corrections and catalog in a machine-readable format at no charge; imagery export is available on a time-and-materials basis.

7.6 Survival of the record. Customer acknowledges that deleting Frames under §7.1 while retaining Readings under §7.3 is the intended design, and that once a Frame has been deleted under the table in §7.1 the Reading taken from it can no longer be visually re-verified against its source image.

8. Security

8.1 We will maintain commercially reasonable administrative, physical and technical safeguards designed to protect Customer Data against unauthorized access, use, alteration and disclosure, appropriate to the sensitivity of retail premises imagery.

8.2 Those safeguards include, at minimum: encryption in transit; encryption at rest for stored imagery; tenant isolation such that a user of one customer cannot access another customer's data; role- and scope-based access control; multi-factor authentication for administrative access; least-privilege access for our personnel, with imagery access limited to personnel with a support or engineering need; and background-checked personnel bound by written confidentiality obligations.

8.3 Incident notification. We will notify Customer without undue delay, and in any event within seventy-two (72) hours, after confirming a security incident that resulted in the unauthorized acquisition of Customer Data, and will provide the information reasonably required for Customer to meet its own notification obligations.

8.4 Backups. Backups are retained for thirty (30) days and then overwritten. Deletion requests under §7 take effect immediately in the live Service and complete in backups within that window.

8.5 Audit. Once per twelve months, on thirty days' notice and under confidentiality, Customer may request our then-current security documentation and a written response to a reasonable security questionnaire. On-site audit is available where required by Customer's regulator, at Customer's cost.

9. Confidentiality

9.1 Each party may receive the other's Confidential Information: information disclosed in connection with these Terms that is marked confidential or that a reasonable person would understand to be confidential. Customer Data, Site imagery, Site locations, layouts, product assortments and Customer's commercial terms are Customer's Confidential Information. The Service's non-public methods, parameters, measurements, roadmap and pricing are ours.

9.2 The receiving party will not disclose Confidential Information except to its personnel, affiliates and advisers who need it and are bound by comparable obligations, will use it only to perform under these Terms, and will protect it with at least reasonable care. Obligations continue for three (3) years after disclosure, and indefinitely for Customer Data and for trade secrets.

9.3 The obligations do not apply to information that is or becomes public without breach, was known without duty of confidence before disclosure, is independently developed without reference to the disclosure, or is rightfully received from a third party without restriction.

9.4 Subprocessors. We may use the subprocessors described at Exhibit 1 to provide the Service, whose identities we give on request. The address-verification service described in §2.6 is not among them and is not a subprocessor: it receives a postal address and nothing else. We remain responsible for their performance, bind each to obligations no less protective than these Terms, and will give Customer at least thirty (30) days' notice before adding a subprocessor that processes Submitted Imagery. Customer may object on reasonable data-protection grounds, in which case the parties will discuss in good faith and, absent resolution, Customer may terminate the affected Service without penalty and receive a pro-rata refund.

9.5 Compelled disclosure. A party may disclose Confidential Information where legally compelled, provided it gives prompt notice where lawful, discloses only what is required, and cooperates in seeking protective treatment.

10. Fees, taxes and term

10.1 Fees. Fees, billing basis and billing frequency are set out in the applicable order form. Absent an order form, and during an Evaluation Period, the Service is provided at no charge.

10.2 Payment. Invoices are due net thirty (30) days. Undisputed amounts more than thirty days overdue accrue interest at the lesser of 1.5% per month and the maximum permitted by law, and we may suspend the Service on ten (10) days' written notice.

10.3 Disputes. Customer must dispute an invoice in writing within thirty (30) days of receipt. The parties will resolve disputes in good faith; Customer will pay undisputed amounts.

10.4 Taxes. Fees exclude sales, use, VAT and similar taxes, which Customer is responsible for other than taxes on our net income.

10.5 Term. These Terms begin on the Effective Date and continue for the term stated in the order form, renewing for successive periods of equal length unless either party gives notice of non-renewal at least thirty (30) days before the end of the then-current term. Absent an order form, the Term runs until either party terminates on thirty (30) days' notice.

10.6 Termination for cause. Either party may terminate on thirty (30) days' written notice of a material breach that remains uncured at the end of that period, or immediately on the other's insolvency, assignment for creditors, or comparable event.

10.7 Effect of termination. Customer's access ends. Customer pays fees accrued to the termination date. §7.5 governs data. §§1, 5.6, 7.3–7.6, 9, 11, 12, 13, 14 and 15 survive.

11. Warranties and disclaimer

11.1 Mutual. Each party warrants that it has the authority to enter these Terms and that doing so does not breach any other agreement.

11.2 Ours. We warrant that, during a paid Term, the Service will perform materially in accordance with its documentation, and that we will provide it in a professional and workmanlike manner using qualified personnel. Customer's exclusive remedy for breach of this warranty is that we will correct the non-conformity or, failing that within thirty days, Customer may terminate and receive a pro-rata refund of prepaid fees.

11.3 Accuracy is expressly not warranted. WE DO NOT WARRANT THAT ANY READING, PERCENTAGE, IDENTIFICATION, SCORE OR ALERT PRODUCED BY THE SERVICE IS ACCURATE, COMPLETE OR FIT FOR ANY PARTICULAR DECISION. Measurement accuracy depends on camera placement, lighting, obstruction, fixture changes, calibration quality and the Corrections Customer supplies, and varies between Zones. Accuracy targets recorded in a letter of intent, pilot plan or order form are targets, not warranties, unless a signed document expressly says otherwise.

11.4 DISCLAIMER. EXCEPT AS EXPRESSLY STATED IN §11.2, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE", AND WE DISCLAIM ALL OTHER WARRANTIES, EXPRESS, IMPLIED AND STATUTORY, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, AND NON-INFRINGEMENT, AND ANY WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE AGAINST EVERY ATTACK.

12. Limitation of liability

12.1 Exclusion. NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST SALES, LOST OR SPOILED INVENTORY, BUSINESS INTERRUPTION, OR LOSS OF GOODWILL OR DATA, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, EVEN IF ADVISED OF THE POSSIBILITY.

12.2 Cap. EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS IS LIMITED TO THE FEES PAID OR PAYABLE BY CUSTOMER TO US IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. During an Evaluation Period, our cap is one hundred U.S. dollars ($100) as stated in §2.5.

12.3 Exceptions. §§12.1 and 12.2 do not limit: Customer's payment obligations; either party's indemnity obligations under §13; Customer's breach of §4(f) or §5; either party's breach of §9; or liability for fraud, willful misconduct, or death or personal injury caused by negligence, to the extent such limitation is unenforceable.

12.4 Allocation of risk. The parties agree these limits are a reasonable allocation of risk, that the fees reflect them, and that they apply notwithstanding the failure of any limited remedy.

13. Indemnification

13.1 By Customer. Customer will defend and indemnify us against third-party claims arising from (a) Customer's breach of §4(e), §4(h), §5.1, §5.2 or §6, (b) any allegation that the capture, recording, submission or processing of Submitted Imagery violated a law, a contract, a franchise or lease term, or a person's privacy, publicity or other rights, or (c) Customer's use of Service output in a manner these Terms prohibit.

13.2 By us. We will defend and indemnify Customer against third-party claims alleging that the Service, as provided by us and used as permitted, infringes a U.S. patent, copyright, trademark or trade secret. We may, at our option, procure the right to continue, modify the Service to be non-infringing, or terminate and refund prepaid unused fees. We have no obligation for a claim arising from Customer Data, Customer's combination of the Service with anything not supplied by us, or Customer's use after notice to stop.

13.3 Procedure. The indemnified party will give prompt notice, allow the indemnifying party to control the defense, and provide reasonable cooperation at the indemnifying party's expense. No settlement imposing a non-financial obligation or an admission on the indemnified party without its consent.

14. General

14.1 Publicity. Neither party will use the other's name, logo or marks in marketing, a press release, a customer list or a case study without prior written consent, which may be withheld for any reason and revoked on notice.

14.2 Feedback. If Customer gives us suggestions or feedback about the Service, we may use them without restriction or obligation. This grants no rights in Customer Data.

14.3 Assignment. Neither party may assign these Terms without the other's consent, except to a successor in a merger or sale of substantially all assets, on notice. Assignment does not expand the rights granted in §5 or §7; any successor takes Customer Data subject to these Terms.

14.4 Independent contractors. The parties are independent contractors. Nothing creates a partnership, joint venture, agency or employment relationship.

14.5 Force majeure. Neither party is liable for a failure caused by an event beyond its reasonable control, excluding payment obligations. Utility, network and camera failures at a Site are Customer's responsibility under §4(a).

14.6 Notices. Notices must be in writing to the addresses on the signature page, by personal delivery, nationally recognized courier, or email with confirmation of receipt, and are effective on receipt.

14.7 Governing law and venue. Georgia law governs, without regard to conflict of laws. The UN Convention on Contracts for the International Sale of Goods does not apply. The parties submit to the exclusive jurisdiction of the state and federal courts located in the State of Georgia, and each waives trial by jury.

14.8 Export and sanctions. Each party will comply with applicable export control and sanctions laws.

14.9 U.S. Government. The Service is "commercial computer software" under FAR 12.212 and DFARS 227.7202; U.S. Government users acquire only the rights in these Terms.

14.10 Entire agreement. These Terms, the order form and the Exhibits are the entire agreement and supersede all prior discussions. No purchase order, vendor portal terms, supplier code, or other Customer form has any effect, and any conflicting or additional terms in one are rejected, even if we sign or acknowledge it.

14.11 Amendment and waiver. Amendments must be in writing and signed by both parties. A waiver is effective only in writing and only for the instance given.

14.12 Severability. If a provision is unenforceable, it is modified to the minimum extent necessary and the remainder stands.

14.13 Counterparts. These Terms may be signed in counterparts, including by electronic signature, each an original.

Exhibit 1 — Subprocessors

The Service uses two categories of subprocessor. Each is bound as §9.4 requires, and the commitments below apply whoever occupies the role.

Role	Purpose	Location	Processes imagery
Cloud infrastructure	hosting, compute, object storage, managed database, and reading a Frame into a Reading	US	Yes
Email delivery	notification email, and receiving camera images sent by email	US	Inbound only

We identify each one on request, and we do not publish the list. A named list on a public page is a statement that has to stay true and silently stops being true the first time a provider changes; the commitments in §9.4 do not depend on the name. Customer, or anyone evaluating the Service, may ask us who currently occupies each role and we will say. Current as of the Effective Date; §9.4 governs changes, including the thirty days' notice owed before any change to a role that processes Submitted Imagery.

Exhibit 2 — Retention summary (non-binding restatement of §7)

	Kept
Whole photographs of your store	gone within 90 days (test captures: within 7); we may delete sooner; all of them gone on request when you leave
The numbers we measured from them	Term + 24 months
Your corrections and what you told us was there	Term + 24 months
How each bin and shelf is calibrated	Term + 24 months
The few photographs a calibration is actually using	while it is using them, then the 90 days above
Small cropped fragments of products you corrected, with the name you typed	indefinitely, including after you leave — you still own them; see §5.7

How acceptance is recorded

There is nothing to sign here. When you accept these Terms in the application we record the version you accepted, your user account, the time, and the IP address the acceptance came from, and we keep that record for as long as your account exists and for the period in §7.3. You can read the current version at any time from the account menu.

If a signed order form or master agreement also covers your company's use of the Service, that document and these Terms are read together, and §Accepted in the application at the top says which controls where they differ.