1. Services Overview

Spring Systems ("Provider," "we," "us," or "our") agrees to provide EDI (Electronic Data Interchange) and retail compliance services ("Services") to the customer ("Client," "you," or "your") as described in the applicable order form or service description. Services may include:

• PortalApp web-based EDI management platform access
• EDI translation and transmission services
• Retailer compliance testing and certification
• GS1-128/UCC-128 label generation and printing
• Integration with ERP, WMS, and accounting systems
• Technical support and customer service
• Supplier onboarding and training

2. Service Levels

Spring Systems offers the following service tiers:

• Web Self-Service: Access to PortalApp with email notifications for orders. Client manages their own EDI transactions and label printing.
• Full Service: Complete EDI management by our team, including transaction processing, label generation, and proactive compliance monitoring.
• Integrated Service: Automated integration with your ERP, WMS, or accounting systems for seamless data flow.
• Pay-Per-Order: Flexible service for seasonal or low-volume retailers with no monthly fees.

3. Client Responsibilities

Client agrees to:

• Provide accurate and complete information about trading partners and requirements
• Maintain valid retailer credentials and routing guides
• Review and approve test transactions in a timely manner
• Notify Spring Systems of any changes to business operations or trading partners
• Ensure adequate internet connectivity and compatible hardware/software
• Designate authorized personnel to access and use the PortalApp
• Pay all fees when due

4. Fees and Payment Terms

Client agrees to pay:

• Monthly service fees as specified in the order form
• Per-transaction fees for Pay-Per-Order plans
• One-time setup and testing fees where applicable
• Additional fees for services outside the agreed scope

Invoices are due within 30 days of receipt. Late payments may incur interest charges of 1.5% per month. Spring Systems reserves the right to suspend services for non-payment.

5. Term and Termination

This Agreement begins on the effective date and continues for the initial term specified in the order form. After the initial term, the Agreement automatically renews for successive one-year periods unless either party provides 30 days' written notice of non-renewal.

Either party may terminate for material breach with 30 days' written notice, provided the breach remains uncured. Spring Systems may terminate immediately for non-payment or violation of usage policies.

6. Service Availability

Spring Systems will use commercially reasonable efforts to maintain PortalApp availability 24/7, excluding scheduled maintenance. We do not guarantee uninterrupted service and are not liable for outages caused by factors beyond our control, including internet service provider failures, retailer system issues, or force majeure events.

7. Data and Security

Spring Systems will:

• Implement industry-standard security measures to protect Client data
• Maintain backups of EDI transactions and related data
• Not disclose Client data to third parties except as necessary to provide Services
• Comply with applicable data protection laws and regulations

Client retains ownership of all data submitted to Spring Systems. Upon termination, Client may request export of their data in standard EDI formats.

8. Intellectual Property

Spring Systems retains all intellectual property rights in the PortalApp software, documentation, and related materials. Client receives only the limited license specified in the End-User License Agreement (EULA). Nothing in this Agreement transfers ownership of intellectual property.

9. Warranties and Disclaimers

Spring Systems warrants that Services will be performed in a professional and workmanlike manner. EXCEPT AS EXPRESSLY STATED, ALL WARRANTIES ARE DISCLAIMED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT SERVICES WILL MEET ALL RETAILER REQUIREMENTS WITHOUT CLIENT COOPERATION.

10. Limitation of Liability

SPRING SYSTEMS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, SALES, DATA, OR BUSINESS INTERRUPTION. OUR TOTAL LIABILITY SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT IN THE SIX MONTHS PRECEDING THE CLAIM.

11. Indemnification

Client agrees to indemnify and hold harmless Spring Systems from claims, damages, or expenses arising from: (a) Client's use of the Services in violation of this Agreement, (b) Client's products or business practices, (c) disputes with trading partners, or (d) Client's negligence or willful misconduct.

12. General Provisions

Governing Law: This Agreement is governed by Delaware law without regard to conflict of law principles.

Dispute Resolution: Parties will attempt good-faith negotiation before pursuing legal action. If unresolved, disputes will be settled by binding arbitration in Delaware.

Assignment: Client may not assign this Agreement without Spring Systems' prior written consent.

Entire Agreement: This Agreement, including the EULA and Privacy Policy, constitutes the entire agreement between the parties.

13. Contact Information

For questions about this Agreement or to request changes to your services: