LEGACY INVENTORY — TERMS OF SERVICE Last Updated: May 14, 2026 Legal Entity: Core Layer Development LLC Jurisdiction: Harris County, Texas, USA 0. Order of Precedence In the event of any conflict among documents or terms, the following hierarchy controls to the maximum extent permitted by law: (1) any executed written addendum signed by both parties; (2) these Terms of Service; (3) the Privacy Policy; and (4) any in-app disclosure, FAQ, help text, or feature-specific notice. If a conflict cannot be reasonably reconciled, the more specific provision controls over the more general provision, and the Company’s interpretation controls unless prohibited by law. 1. Binding Agreement and Electronic Acceptance By accessing, downloading, installing, registering for, or using the Legacy Inventory application, software, APIs, AI tools, OCR systems, marketplace integrations, or related services (collectively, the "Service"), you confirm and agree that: (i) you have read these Terms in full and voluntarily accepted them; (ii) you had the opportunity to seek independent legal counsel before agreeing; (iii) your electronic action, including clicking "I Agree," creating an account, or using the Service, constitutes a legally binding signature under the Electronic Signatures in Global and National Commerce Act (ESIGN) and the Texas Uniform Electronic Transactions Act (UETA); and (iv) you waive any defense based on the absence of a physical signature or handwritten execution. If you do not agree, you must immediately discontinue use of the Service. 2. Nature of Service and Operational Assumption of Risk Legacy Inventory is a non-mission-critical software-as-a-service platform designed for inventory organization, cataloging, and marketplace integration. You acknowledge that the Service is not a regulated financial system, legal records system, medical system, or emergency response system. You assume all risks associated with downtime, degraded performance, delayed synchronization, partial failures, technical errors, and the ordinary limitations of software and internet-based services. The Company does not guarantee that the Service will be suitable for any particular business model, workflow, or use case. 3. Service Availability and Compatibility The Company does not guarantee 100% uptime, uninterrupted availability, real-time accuracy, or continuous synchronization with any third-party marketplace, processor, or external platform. Interruptions may occur due to maintenance, system upgrades, cloud outages, internet congestion, third-party API rate limits, provider failures, or changes in external systems. Compatibility with all hardware, operating systems, browsers, devices, peripherals, or third-party integrations is not guaranteed. The Company may modify, suspend, remove, or discontinue any feature or integration at any time, with or without notice. 4. AI and OCR Non-Reliance Clause All AI-generated outputs, OCR results, item descriptions, category suggestions, pricing estimates, condition assessments, summaries, and other automated outputs are probabilistic, non-deterministic, and may contain errors, omissions, bias, hallucinations, or misclassifications. AI output is not a “source of truth,” not a certified valuation, not a professional appraisal, and not a substitute for human review. You assume full responsibility for verifying all data before reliance, publication, or transmission. You are the sole human-in-the-loop verifier and decision-maker for all outputs generated or assisted by the Service. 4.1 AI Hallucination Waiver You acknowledge that AI may hallucinate facts, invent details, misread images, or produce inaccurate or misleading content. You accept full responsibility for reviewing, correcting, and validating all AI-generated or AI-assisted content before use. Any reliance on such output is entirely at your own risk. 4.2 Decision-Maker Clause The Service does not make decisions; it only provides suggestions, estimates, or recommendations. You are solely responsible for all final decisions relating to listings, pricing, shipping, categorization, deletion, publishing, and marketplace submission. 4.3 System Log Authoritativeness All system-generated artifacts, logs, timestamps, metadata, audit trails, and records produced by the Service are not representations of fact and are not guaranteed to be complete, accurate, or immutable. Such records may contain technical errors, synchronization delays, or formatting issues and should not be treated as definitive evidence without independent verification. 4.4 Beta Features Disclaimer Beta, experimental, pre-release, or limited-access features are provided “AS IS” without warranties of any kind, may contain defects or instability, and may be modified, throttled, restricted, or discontinued at any time without notice. 4.5 Intellectual Property Warranty You represent and warrant that your use of any “Smart” tools or AI features to generate descriptions, titles, photos, summaries, or other content does not infringe the copyrights, trademarks, service marks, trade dress, patents, publicity rights, privacy rights, or other rights of any third party. You assume all liability for any deepfake, misleading, defamatory, infringing, or otherwise unlawful AI-generated content and agree to indemnify the Company for claims arising from such content. 5. No Duty of Care or Fiduciary Relationship No fiduciary, advisory, agency, or professional relationship exists between you and the Company. To the maximum extent permitted by law, the Company owes no duty of care beyond commercially reasonable efforts to operate and maintain the Service. You acknowledge that the Service is informational and operational only and is not a substitute for independent professional judgment. You assume all risk associated with decisions made based on Service outputs or integrations. 6. Data Control and Distributed Processing Rights We may store, replicate, cache, transmit, process, and back up data as necessary to operate, secure, support, and improve the Service, including across distributed systems and third-party infrastructure. You acknowledge and agree that data may persist in logs, backups, archives, replication systems, disaster-recovery systems, and vendor systems for some period after deletion requests where permitted by law or operationally necessary. You waive any expectation of instant deletion from distributed or redundant systems, and you understand that complete removal may not be technically immediate or feasible in all circumstances. 7. Third-Party API and Marketplace Shield The Company is not responsible for marketplace enforcement actions, account suspension, shadow-banning, ranking changes, algorithm updates, API deprecations, payment holds, or any other action taken by third-party marketplaces or processors. Each marketplace acts as an independent entity with its own policies, controls, and decisions. The Company does not control those decisions and is not liable for them. Any dispute with a marketplace is between you and that marketplace. 7.1 Cross-Platform Data Transmission When you direct us to transmit content to a marketplace or third-party service, you authorize that transmission and understand that the recipient may process the data under its own policies. The Company cannot guarantee deletion, retrieval, correction, or suppression of data once transmitted to a third party except to the extent supported by that third party’s systems. 8. Automation Failure Liability Shift You assume full responsibility for automation errors, including incorrect synchronization results, duplicate listings, incorrect inventory mapping, missed publishing actions, incorrect condition assignments, and other unintended results, even if the system executed the action automatically. You are responsible for reviewing automated workflows before relying on them and for correcting any errors promptly. The Company disclaims liability for losses caused by reliance on automated processes. 9. Enterprise Security Disclaimer We do not guarantee absolute security, zero vulnerability, or protection from nation-state attacks, advanced persistent threats, supply-chain compromise, zero-day exploits, or other malicious activity. You are responsible for securing the devices, credentials, networks, and accounts you use to access the Service. No online service can promise perfect security, and you accept the risks associated with internet-based systems. 10. Indemnification (Full Defense Obligation) You agree to fully indemnify, defend, and hold harmless the Company, its affiliates, officers, directors, employees, contractors, and service providers from and against all claims, losses, liabilities, damages, penalties, fines, costs, and expenses, including reasonable attorney’s fees, arising out of or related to your use of the Service, your content, your transactions, your marketplace activity, your legal or regulatory violations, intellectual property disputes, tax matters, buyer or seller claims, chargebacks, fraud, or breach of these Terms. We may assume exclusive control of the defense and settlement of any such claim at your sole expense to the maximum extent permitted by law. 11. Limitation of Liability (Maximum Scope) To the maximum extent permitted by law, the Company disclaims liability for indirect, incidental, special, consequential, exemplary, or punitive damages, including loss of profits, loss of revenue, loss of business, loss of goodwill, loss of data, business interruption, lost opportunities, or failed marketplace transactions. Total liability for any claim arising out of or relating to the Service shall be strictly capped at the greater of $100 USD or the fees paid by you in the twelve (12) months preceding the event giving rise to the claim. This limitation applies regardless of the theory of liability, whether in contract, tort, strict liability, negligence, or otherwise. 12. Force Majeure: Digital and AI Failures The Company is not liable for failures, delays, interruptions, or losses caused by events beyond its reasonable control, including AI model outages, large language model provider shutdowns, DNS failures, cloud service outages, network congestion, third-party API outages, payment network disruptions, cyberattacks, ransomware, denial-of-service attacks, zero-day exploits, natural disasters, acts of war, labor disruptions, or governmental actions. 13. Audit and Compliance Rights The Company reserves the right to audit your usage, inspect account activity, review listings, verify information, and investigate suspected compliance violations, fraud, misuse, prohibited content, or security incidents. You agree to cooperate with any reasonable audit request and to provide information or documentation reasonably necessary to confirm compliance with these Terms and applicable law. Failure to cooperate may result in suspension or termination. 14. Termination and Suspension Rights We may suspend, restrict, limit, or terminate your access to the Service at any time, with or without notice, for any suspected violation of these Terms, suspected unlawful activity, security concerns, reputational risk, or to mitigate legal, operational, or business risk. We are not liable for any losses resulting from suspension or termination. Upon termination, all licenses granted to you immediately cease except for provisions that by their nature survive. 15. Export Control and Sanctions You represent and warrant that you are not located in a sanctioned jurisdiction, are not a prohibited person, and will comply with all applicable U.S. and foreign export-control, sanctions, and trade laws, including the Export Administration Regulations (EAR) and the International Traffic in Arms Regulations (ITAR). You may not use the Service in a manner that would cause the Company to violate applicable export-control or sanctions law. 16. Intellectual Property and Anti-Scraping All Service architecture, software, design, interfaces, workflows, AI systems, and related materials are the Company’s intellectual property or licensed to the Company. You may not scrape, crawl, reverse-engineer, decompile, disassemble, copy, or use the Service or Service outputs to train competing AI models or similar systems without our prior written consent. Any unauthorized use is prohibited and may result in suspension, termination, or legal action. 17. Non-Waiver and Severability Failure to enforce any provision of these Terms does not constitute a waiver of that provision or any other provision. Any waiver must be in writing and signed by the Company. If any clause is found unenforceable, invalid, or illegal, it shall be modified to the minimum extent necessary to make it enforceable, and the remainder of these Terms shall remain in full force and effect. 18. Arbitration and Class Action Waiver All disputes, claims, or controversies arising out of or relating to the Service or these Terms shall be resolved by individual binding arbitration in Houston, Texas under the AAA rules, except where prohibited by law. You waive your right to a jury trial and waive participation in class actions, class arbitrations, collective actions, and representative proceedings to the maximum extent permitted by law. A court of competent jurisdiction may enter judgment on any arbitration award. 19. Attorney’s Fees Shift The prevailing party in any dispute, arbitration, enforcement action, or proceeding relating to these Terms or the Service is entitled to recover its reasonable attorney’s fees, expert fees, costs, and enforcement expenses, to the extent permitted by law or the applicable arbitration rules. 20. Counterparty Responsibility Clause You are solely responsible for ensuring the legality of your use of the Service, your items, your content, your listings, your transactions, and your marketplace compliance. You are also solely responsible for verifying that your items, descriptions, images, and pricing comply with applicable law and marketplace rules. The Company is not responsible for your legal compliance, tax compliance, or product compliance. 21. Non-Solicitation of Personnel During the term of your relationship with the Company and for twelve (12) months thereafter, you shall not knowingly solicit for employment or engagement, or knowingly hire, any employee or contractor of the Company who was involved with the Service, except with the Company’s prior written consent. This provision applies to direct and indirect solicitation. 22. AI Independent Creation Waiver You waive any claim that AI-generated output for another user constitutes misappropriation of your trade secrets, confidential information, or other protected information, except to the extent required by applicable law. You acknowledge that AI may produce similar or overlapping results for different users based on similar prompts, data, or inputs, and that such similarity does not by itself establish wrongdoing. 23. Anti-Corruption and Global Trade You warrant that you have not offered, promised, authorized, received, solicited, or accepted any improper bribe, kickback, unlawful payment, or other corrupt benefit in connection with the Service. You agree to comply with applicable anti-corruption, anti-bribery, and trade compliance laws, including the U.S. Foreign Corrupt Practices Act (FCPA) and comparable laws where applicable. 24. Publicity and Logo Rights The Company may identify you as a customer and may use your name, business name, and logo in marketing materials, presentations, website listings, investor materials, and case studies unless you provide written notice opting out. Any opt-out will apply prospectively only and will not require removal of materials already distributed, posted, or published. 25. Knowledge Disclaimer The Company is not liable for damages even if we were previously advised of the potential for harm or if a system vulnerability, defect, or failure was foreseeable. You acknowledge that software and marketplace integrations may contain known or unknown risks, and you assume those risks to the fullest extent permitted by law. 26. Product Liability Disclaimer The Company does not manufacture, inspect, test, store, certify, or guarantee physical items inventoried or sold via the Service. We disclaim all liability for personal injury, property damage, death, defects, recalls, contamination, spoilage, failure, or other harm caused by items inventoried, listed, sold, shipped, transferred, or used through the Service. 27. Entire Agreement These Terms, together with any executed written addendum and the Privacy Policy, constitute the entire agreement between the parties and supersede all prior verbal or written representations, statements, understandings, or agreements regarding the Service. 28. Notices Any notice required or permitted under these Terms must be sent to the contact information listed in these Terms or delivered through the Service, by email, or by another reasonable electronic method we select. Notices to you are deemed effective when sent to the email address associated with your account, posted in the Service, or otherwise made available to you. You are responsible for keeping your contact information current. 29. Assignment You may not assign, transfer, or delegate your rights or obligations under these Terms without the Company’s prior written consent. The Company may assign, transfer, sublicense, or delegate these Terms, in whole or in part, without restriction, including in connection with a merger, acquisition, reorganization, financing, or sale of assets. 30. Third-Party Beneficiaries Except as expressly stated, these Terms do not create any rights in favor of any third party. No third party may enforce any provision of these Terms unless required by applicable law. 31. Amendments The Company may update or revise these Terms at any time by posting an updated version in the Service or by providing other reasonable notice. Your continued use of the Service after the effective date of any update constitutes acceptance of the revised Terms. 32. Survival All provisions that by their nature should survive termination, including provisions relating to indemnification, limitation of liability, dispute resolution, intellectual property, confidentiality, payment obligations, notice, assignment, compliance, and warranty disclaimers, shall survive termination or expiration of these Terms. 33. Electronic Communications Consent You consent to receive all records, agreements, notices, disclosures, and other communications electronically. Electronic communications satisfy any legal requirement that such communications be in writing. 34. Contact Information Core Layer Development LLC 5900 Balcones Dr Ste 100, Austin, TX 78731 Email: support@legacyinventory.com