LTS INVENTORY
END USER LICENSE, SUBSCRIPTION, AND SERVICES AGREEMENT
Version 1.1 | Effective August 24, 2026
Little Technical Solutions LLC Virginia, United States owner@lit-solutions.tech https://lit-solutions.tech
IMPORTANT LEGAL NOTICE
This Agreement is a legally binding contract. It contains automatic trial conversion and monthly renewal terms, cancellation and refund rules, warranty disclaimers, limitations of liability, a jury-trial waiver, and a class/representative-action waiver to the extent legally enforceable. A person accepting for an organization represents that the person is authorized to bind that organization.
© 2026 Little Technical Solutions LLC. All rights reserved.
CONTENTS
1. PARTIES, ACCEPTANCE, AND SCOPE
2. ELECTRONIC ACCEPTANCE AND CONTRACT RECORDS
3. DEFINITIONS
4. AGREEMENT STRUCTURE AND ORDER OF PRECEDENCE
5. ELIGIBILITY, TERRITORY, AND COMPLIANCE
6. ACCOUNTS, ADMINISTRATORS, AND AUTHORIZED USERS
7. SUBSCRIPTION LICENSE AND RESTRICTIONS
8. PLANS, PRICING, ENTITLEMENTS, AND ORDERS
9. SEVEN-DAY FREE TRIAL
10. AUTOMATIC MONTHLY RENEWAL, PAYMENT, AND TAXES
11. CANCELLATION
12. REFUNDS, FAILED PAYMENTS, BILLING ERRORS, AND CHARGEBACKS
13. INACTIVE ACCOUNTS, READ-ONLY ACCESS, EXPORT, RETENTION, AND DELETION
14. TERM, SUSPENSION, AND TERMINATION
15. CUSTOMER DATA, LICENSE TO PROCESS, AND AGGREGATED INFORMATION
16. PRIVACY AND DATA PROTECTION
17. RESTRICTED AND SENSITIVE INFORMATION
18. ACCEPTABLE USE
19. INVENTORY-SPECIFIC RESPONSIBILITIES
20. MOBILE, OFFLINE, DEVICES, APIS, AND INTEGRATIONS
21. CONFIDENTIALITY
22. SECURITY AND INCIDENT RESPONSE
23. AVAILABILITY, MAINTENANCE, SUPPORT, BACKUPS, AND CONTINUITY
24. THIRD-PARTY SERVICES AND SUBPROCESSORS
25. HIGH-RISK USES, PROFESSIONAL ADVICE, AND REGULATORY STATUS
26. INTELLECTUAL PROPERTY, BRANDING, FEEDBACK, AND INFRINGEMENT
27. INDEMNIFICATION AND THIRD-PARTY INTELLECTUAL-PROPERTY CLAIMS
28. LIMITED COMMITMENTS AND WARRANTY DISCLAIMERS
29. LIMITATION OF LIABILITY
30. EXPORT CONTROLS, SANCTIONS, AND ANTI-CORRUPTION
31. UNITED STATES GOVERNMENT CUSTOMERS
32. DISPUTES, GOVERNING LAW, FORUM, AND CLAIM PERIOD
33. ELECTRONIC COMMUNICATIONS AND NOTICES
34. CHANGES TO THE AGREEMENT AND SERVICE
35. ASSIGNMENT, SUBCONTRACTING, AND CHANGE OF CONTROL
36. GENERAL TERMS
SCHEDULE A — PLAN AND CAPABILITY MATRIX
SCHEDULE B — INACTIVE ACCOUNT AND DATA EXIT POLICY
SCHEDULE C — DATA PROCESSING ADDENDUM
SCHEDULE D — MOBILE APPLICATION AND APP-STORE TERMS
SCHEDULE E — U.S. GOVERNMENT SUPPLEMENT
SCHEDULE F — REQUIRED SIGNUP AND SUBSCRIPTION DISCLOSURES
ELECTRONIC ACCEPTANCE
1. PARTIES, ACCEPTANCE, AND SCOPE
1.1 Contracting parties
This End User License, Subscription, and Services Agreement, together with its schedules and any applicable Order (collectively, the “Agreement”), is between Little Technical Solutions LLC, a Virginia limited liability company (“LTS,” “we,” “us,” or “our”), and the individual or legal entity that accepts this Agreement (“Customer,” “you,” or “your”). LTS and Customer are each a “Party” and together the “Parties.”
LTS’s principal electronic contact for legal notices, privacy requests, security reports, billing matters, and support is owner@lit-solutions.tech. Until LTS publishes a designated physical legal-notice address, notices that this Agreement permits to be delivered electronically may be sent to that address. LTS may later publish a physical mailing address on its website without changing the substance of this Agreement.
1.2 Individuals and organizations
An individual may use the Service for lawful inventory-management purposes if the individual is at least eighteen years old and legally capable of contracting. An organizational workspace may be created only by a person authorized to bind the company, nonprofit, government body, partnership, sole proprietorship, or other organization represented by that workspace.
When an Authorized Representative accepts this Agreement for an organization, the organization is the Customer, the representative accepts on its behalf, and the organization is responsible for its Authorized Users and workspace activity. A person who lacks the required authority must not activate an organizational workspace.
1.3 Agreement coverage
This Agreement governs LTS Inventory, the hosted web application, generally available LTS Inventory mobile applications, downloadable components supplied by LTS, APIs and webhooks supplied by LTS, Documentation, subscription plans, trials, support included with a Plan, updates, and related services identified in an Order.
This Agreement does not automatically govern a separately sold point-of-sale product, custom-development project, professional service, or unrelated LTS product unless the applicable Order expressly incorporates this Agreement.
1.4 Mandatory rights
Nothing in this Agreement waives a right or remedy that applicable law does not permit the Parties to waive. Mandatory consumer, privacy, accessibility, public-sector, employment, small-business, or similar protections continue to apply to the extent required by law.
2. ELECTRONIC ACCEPTANCE AND CONTRACT RECORDS
2.1 Methods of acceptance
Customer accepts this Agreement by affirmatively checking an unchecked acceptance box or equivalent control presented with the Agreement, signing an Order that incorporates it, or otherwise providing legally recognized affirmative electronic assent. Merely visiting a public marketing page does not create a paid Subscription. LTS will not treat silence, inactivity, or a preselected checkbox as affirmative consent.
2.2 Recurring-charge consent
Consent to this Agreement and authorization of recurring subscription charges are separate affirmative actions. Before a trial starts, Customer must be shown the selected Plan, monthly price, trial length, scheduled trial end, first-charge date, renewal frequency, cancellation method, cancellation deadline, refund policy, and material Plan limits in a clear and conspicuous manner near the recurring-payment authorization.
2.3 Evidence of assent
LTS may retain evidence reasonably necessary to establish acceptance and billing authorization, including Customer and workspace identifiers, accepting user, represented organization, Agreement version, date, time and time zone, acceptance action, displayed disclosures, selected Plan and price, trial dates, payment-provider transaction identifiers, confirmation delivery records, cancellation records, and reactivation records. LTS will retain such information only as reasonably necessary and legally permitted.
3. DEFINITIONS
“Account Data” means information used to create, authenticate, administer, secure, support, or bill an account, including business contact information, login identifiers, authentication records, billing status, and support communications.
“Authorized Representative” means a person authorized to bind Customer or administer Customer’s Subscription.
“Authorized User” means an individual whom Customer authorizes to access Customer’s workspace.
“Customer Administrator” means an Authorized User granted administrative authority over Customer’s workspace.
“Customer Data” means inventory records, files, images, attachments, configurations, product data, location data, supplier and customer records, quantities, transactions, movement records, audit records, reports, and other content submitted to or generated within Customer’s workspace. Customer Data does not include LTS Materials, Account Data, Usage Data, or properly deidentified information.
“Data Retrieval Period” means the post-subscription period described in Section 13 during which Customer may receive Read-Only Access.
“Documentation” means then-current LTS user guides, help content, technical instructions, and service descriptions.
“Fees” means subscription fees, authorized usage or add-on charges, taxes collected by LTS, and other amounts stated in an Order.
“Inactive Subscription” means a Subscription that no longer authorizes paid operational use but whose workspace has not yet been permanently deleted.
“LTS Materials” means the Service, software, source and object code, interfaces, workflows, designs, schemas, templates, reports, Documentation, trademarks, and other materials owned or licensed by LTS, excluding Customer Data.
“Order” means an accepted online checkout record, signed order form, Enterprise order, statement of work, invoice, app-store purchase, or other ordering record identifying a Plan, Fees, term, limits, or additional terms.
“Plan” means Essentials, Operations, Control, Enterprise, or another subscription package identified in an Order.
“Privacy Notice” means LTS’s then-current public notice describing its handling of personal information.
“Read-Only Access” means limited authenticated access that may allow viewing, searching, reporting, downloading, and exporting retained Customer Data while disabling operational changes.
“Service” means LTS Inventory and related generally available hosted applications, mobile applications, APIs, downloadable components, Documentation, and support made available under an Order.
“Subscription” means Customer’s time-limited right to access and use a Plan.
“Third-Party Service” means any product, platform, network, application, integration, payment processor, identity provider, hosting provider, app store, carrier, device, or service not controlled by LTS.
“Usage Data” means technical, diagnostic, performance, security, and interaction information concerning use of the Service, including logs, timestamps, feature events, device attributes, crash information, API calls, and latency information.
4. AGREEMENT STRUCTURE AND ORDER OF PRECEDENCE
4.1 Incorporated documents
The Agreement consists of: (1) any separately signed negotiated addendum; (2) the Data Processing Addendum in Schedule C; (3) the applicable Order; (4) this main body; and (5) the remaining schedules. The Privacy Notice explains LTS’s processing of personal information and is acknowledged separately unless an Order expressly incorporates it as contractual terms.
4.2 Conflicts
If Agreement documents conflict, they control in the order listed in Section 4.1 unless a later signed document expressly states otherwise. Customer purchase-order language, procurement forms, portal terms, or similar preprinted terms do not modify the Agreement unless LTS expressly accepts them in a signed document.
5. ELIGIBILITY, TERRITORY, AND COMPLIANCE
5.1 Minimum age
A person must be at least eighteen years old and legally capable of contracting to create an account, accept this Agreement, authorize a Subscription, act as a Customer Administrator, or use an individual workspace. Customer must not knowingly authorize a person under eighteen to use the Service.
5.2 Worldwide availability
LTS intends to make the Service available worldwide where commercially and legally practicable. LTS may restrict or block access from a country, region, person, or entity where access would violate law, export controls, sanctions, a lawful provider restriction, or an authorization requirement LTS does not satisfy. Availability of a website or application in a location is not a representation that every feature is lawful, supported, or appropriate there.
5.3 Customer responsibility
Customer is responsible for determining whether its use, goods, Authorized Users, retention practices, data flows, and operational procedures comply with laws applicable to Customer. The Service is a tool and does not make Customer compliant merely by being used.
5.4 Language
The controlling language of this Agreement is English. A translation may be provided for convenience, but the English version controls unless mandatory law requires otherwise.
6. ACCOUNTS, ADMINISTRATORS, AND AUTHORIZED USERS
6.1 Accurate registration
Customer must provide accurate, current, and complete registration and billing information, maintain access to registered email addresses, and promptly update changed information.
6.2 Individual credentials
Each Authorized User must use an individual account unless LTS expressly provides another approved authentication method. Customer must not use shared credentials or generic identities in a way that defeats accountability or audit history.
6.3 Customer Administrator authority
A Customer Administrator may invite or remove users, assign roles, configure locations, access or export Customer Data, manage security and workspace settings, select or change a Plan, cancel a Subscription, request deletion, and perform other administrative actions made available by the Service. Customer authorizes LTS to rely on instructions from a Customer Administrator until a valid replacement instruction is verified and implemented.
6.4 Customer responsibilities
Customer is responsible for selecting users, assigning least-privilege roles and location scope, removing former personnel, reviewing privileged access, protecting credentials and registered email accounts, securing Customer Devices and local networks, supervising integrations, and promptly reporting suspected compromise.
6.5 Authority disputes
LTS is not responsible for resolving internal ownership, employment, management, or authority disputes. LTS may temporarily restrict administrative changes while verifying authority and may request reasonable organizational or identity documentation.
7. SUBSCRIPTION LICENSE AND RESTRICTIONS
7.1 Hosted-service license
Subject to Customer’s compliance with the Agreement and payment of applicable Fees, LTS grants Customer a limited, nonexclusive, nontransferable, nonsublicensable, revocable right during the Subscription Term to access and use the applicable Plan for lawful purposes.
7.2 Downloadable components
Where LTS provides downloadable software, Customer may install and use it only on supported Customer Devices, for the Service, during the applicable Subscription Term, in accordance with Documentation and Plan limits. Customer receives a license, not ownership.
7.3 Restrictions
Customer must not reverse engineer, decompile, disassemble, bypass authentication or entitlement controls, access another customer’s data, copy material portions of the Service, remove proprietary notices, resell or sublicense unauthorized access, interfere with availability, conduct unauthorized security testing, create unreasonable automated load, or use nonpublic access to build or train a competing inventory service, except to the limited extent applicable law prohibits restricting a particular activity.
7.4 Reservation of rights
LTS and its licensors retain all rights not expressly granted. No implied license is granted.
8. PLANS, PRICING, ENTITLEMENTS, AND ORDERS
8.1 Standard monthly Plans
Unless an Order states otherwise, the standard base monthly prices are Essentials at $49 per month, Operations at $149 per month, and Control at $399 per month. Enterprise is individually contracted. Unless checkout clearly states another billing unit, each public monthly price is the base price for one Customer workspace. Taxes are additional unless checkout states that tax is included.
8.2 Plan entitlements
Schedule A describes the intended capability matrix. The production checkout page, entitlement system, Documentation, and applicable Order must accurately identify generally available included capabilities, limits, optional add-ons, and unavailable or preview capabilities. A roadmap, mockup, demonstration, planning document, or unreleased feature description does not create a contractual entitlement.
8.3 Limited capabilities
Where a capability is described as Limited, Basic, Standard, Advanced, Custom, Optional, Contracted, or When Available, the applicable limits and conditions are those clearly displayed at checkout, in Documentation, or in an Order. LTS will not impose an undisclosed recurring overage fee.
8.4 Enterprise
Enterprise pricing, contractual service levels, migration work, support commitments, security obligations, single sign-on, custom integrations, or other negotiated commitments apply only when stated in a signed Enterprise Order. “When available” does not promise a release date.
8.5 No implied price protection
A price-protection commitment applies only when a separate signed Order expressly creates it.
9. SEVEN-DAY FREE TRIAL
9.1 Plan selection and trial start
An eligible new Customer may receive one seven-day trial of Essentials, Operations, or Control. Customer must select the Plan. The trial begins at workspace creation. No payment method is required to start the trial, and LTS will not charge Customer during the trial. Enterprise access is not included in the standard self-service trial unless an Enterprise Order states otherwise.
9.2 Trial duration
The trial lasts 168 consecutive hours unless checkout displays a different legally valid ending method. The enrollment interface and retainable confirmation will identify the scheduled trial start and end.
9.3 Automatic conversion
At enrollment, Customer must separately and affirmatively authorize LTS and its payment processor to charge the selected Plan’s monthly price, plus applicable taxes, when a payment method is on file and the trial ends unless Customer cancels before the displayed deadline. No payment method is required to start the trial. If a payment method is on file and the trial is not timely canceled, the trial automatically converts into a paid monthly Subscription, the first monthly charge is attempted, and the Subscription thereafter renews monthly until canceled. If no payment method is on file when the trial ends, the workspace enters the trial-only Read-Only Access period in Section 13 until Customer completes checkout with a valid payment method.
9.4 Trial reminder
LTS will use reasonable efforts to send a courtesy reminder at least twenty-four hours before trial conversion. Failure to receive a courtesy reminder does not independently invalidate a charge that Customer clearly authorized unless applicable law requires otherwise.
9.5 Trial cancellation
Customer may cancel through the clearly identified cancellation control in the LTS Inventory application before the displayed trial deadline. Timely cancellation prevents the first subscription charge. A trial workspace that never produces a successful subscription payment enters the trial-only Read-Only Access period in Section 13.
9.6 Trial abuse
LTS may limit or end a trial for fraud, repeated trial creation, misrepresentation, security threats, unlawful use, attempts to bypass limits, abusive automation, or material violation of the Agreement.
10. AUTOMATIC MONTHLY RENEWAL, PAYMENT, AND TAXES
10.1 Monthly renewal
A paid monthly Subscription automatically renews for successive one-month periods until canceled. LTS will charge the authorized payment method at the beginning of each renewal period.
10.2 Payment authorization
Customer authorizes LTS and its payment processor to charge the selected Plan fee, disclosed add-ons or usage charges, applicable taxes, and other amounts expressly accepted in an Order. Customer represents that it is authorized to use the payment method.
10.3 Renewal date
The renewal date will ordinarily correspond to the date the trial converted or paid enrollment began. If a later month does not contain the same numerical date, renewal may occur on that month’s final calendar day. The billing interface or receipt will identify the next scheduled billing date.
10.4 Currency and taxes
Unless checkout states otherwise, Fees are charged in United States dollars. Customer’s financial institution may impose conversion or cross-border charges not controlled by LTS. Customer is responsible for legally applicable sales, use, value-added, excise, withholding, and similar taxes, excluding taxes based on LTS’s net income.
10.5 Price changes
LTS may change prices for a future renewal by giving clear advance notice and obtaining any consent required by law. A new price does not apply to a period already paid. Customer may cancel before the first renewal at the new price.
10.6 Receipts
LTS will provide an electronic receipt, invoice, or billing record through email, the Service, the payment provider, or applicable app store.
11. CANCELLATION
11.1 Direct subscriptions
A Subscription purchased directly through LTS must ordinarily be canceled through the clearly identified cancellation control in the LTS Inventory application. Cancellation must be easy to find and at least as easy to use as the mechanism used to enroll. LTS will not require interaction with a live or virtual representative to complete a direct online cancellation. Where applicable law requires another method or the application cancellation control is materially unavailable, Customer may contact owner@lit-solutions.tech.
11.2 Effect
Unless mandatory law or an Order states otherwise, cancellation becomes effective at the end of the current paid monthly Subscription Term. Customer retains paid Plan features through that date, subject to suspension for cause. A valid cancellation stops future renewal charges after the current paid period and does not by itself delete the workspace.
11.3 Confirmation
LTS will provide a retainable cancellation confirmation stating the cancellation date, effective date, final day of paid operational access, whether another charge is scheduled, the transition to Read-Only Access, and the applicable Data Retrieval Period.
11.4 App-store subscriptions
A Subscription purchased through an app store must ordinarily be canceled through the store’s subscription-management process where required. The applicable store controls its own billing, cancellation, and refund procedures.
12. REFUNDS, FAILED PAYMENTS, BILLING ERRORS, AND CHARGEBACKS
12.1 General no-refund rule
Except where required by applicable law, expressly stated in an Order, or approved by LTS in writing, Subscription Fees are nonrefundable and LTS does not provide prorated refunds, credits for unused time, refunds for forgotten cancellation, or credits for reduced usage. This rule does not limit a mandatory cooling-off, withdrawal, cancellation, defective-service, or refund right.
12.2 LTS-initiated termination without Customer fault
If LTS terminates a prepaid Subscription before the end of the paid period without Customer breach, fraud, unlawful use, sanctions issue, security threat, or other cause, LTS will provide a prorated refund for the unused paid period unless applicable law permits a different result.
12.3 Billing errors
Customer should promptly notify LTS of a suspected duplicate charge, unauthorized charge, incorrect amount, wrong Plan, tax error, or payment applied to the wrong workspace. LTS may request information reasonably necessary to investigate.
12.4 Failed payment and grace period
LTS will not intentionally make an automatic second charge attempt using a failed payment method. After a failed recurring payment, LTS will use reasonable efforts to send a failure notice and provide a 72-hour grace period. Paid operational access ordinarily continues during the grace period. Customer may manually update the payment method or affirmatively initiate another payment attempt.
12.5 End of grace period
If valid payment is not received by the end of the 72-hour grace period, the paid Subscription becomes inactive and operational write access is disabled. The workspace enters Read-Only Access. Failed payment alone does not cause immediate or automatic deletion of Customer Data.
12.6 Reactivation after payment failure
An authorized Customer Administrator may reactivate a retained workspace by selecting an available Plan, providing a valid payment method, successfully paying the then-current required amount, accepting then-current terms where required, and resolving any breach or security issue that prevents reactivation.
12.7 Chargebacks
Before initiating a chargeback, Customer should contact LTS and provide the workspace, charge date, amount, and reason unless direct contact would prejudice a legal right or fraud investigation. LTS will not penalize Customer merely for exercising a lawful payment-dispute right, but LTS may restrict paid operational access where the underlying Fee remains unpaid.
13. INACTIVE ACCOUNTS, READ-ONLY ACCESS, EXPORT, RETENTION, AND DELETION
13.1 Paid-account Data Retrieval Period
After an ordinary cancellation, payment lapse, or other non-cause expiration of a previously paid Subscription, LTS will ordinarily maintain the workspace in Read-Only Access for twelve months after paid operational access ends. This is the “Data Retrieval Period.” An Order or mandatory law may require a different period.
13.2 Trial-only Data Retrieval Period
A trial workspace that has never produced a successful subscription payment will ordinarily receive thirty days of Read-Only Access after the trial ends or conversion fails. LTS will use reasonable efforts to provide at least seven days’ notice before ordinary permanent deletion of such a trial-only workspace.
13.3 Read-Only Access
Read-Only Access may permit existing Authorized Users, subject to their existing roles and location scope, to view and search retained products, variants, identifiers, quantities, locations, lots, serials, suppliers, customers, movement and ledger history, audit history, purchasing and receiving records, transfers, counts, outbound and return records, assemblies, and retained reports; run non-mutating historical reports where technically supported; download previously generated reports and retained attachments; use available self-service export tools; manage essential account security; reactivate; and request deletion.
13.4 Disabled operations
Read-Only Access does not authorize creating or editing products, variants, locations, users, roles, suppliers, customers, inventory movements, counts, adjustments, approvals, receipts, putaway, transfers, allocations, orders, picks, packs, shipments, returns, assemblies, imports, uploads, API writes, outbound webhooks, channel synchronization, operational scanner workflows, offline replay, or another action that changes operational Customer Data. LTS may permit limited changes needed to secure, export, reactivate, or delete the workspace.
13.5 Export rights
During the applicable Data Retrieval Period, Customer may use the then-current export formats and scopes supported for the retained workspace. Exports may include products, variants, identifiers, locations, quantities, movement and ledger history, lots, serials, suppliers, customer records, purchase and sales orders, receiving, transfers, counts, adjustments, fulfillment, returns, audit history, users, roles, reports, and attachments where supported. LTS does not guarantee a particular file format unless the Service or Order expressly identifies it. Customer is responsible for downloading, validating, preserving, and securing exported records.
13.6 Deletion notice for paid accounts
At least thirty days before scheduled ordinary permanent deletion following the paid-account Data Retrieval Period, LTS will use reasonable efforts to notify the then-current Customer Administrator and billing contact. Failure of delivery caused by invalid or unmonitored Customer contact information does not require indefinite retention.
13.7 Permanent deletion
After the applicable retrieval period and required notice, LTS may delete Customer Data from active production systems, irreversibly deidentify Customer Data, remove workspace access, terminate remaining sessions, and allow backup copies to expire through ordinary backup rotation. LTS may retain limited records reasonably necessary for taxes, billing, fraud prevention, security, dispute resolution, legal claims, enforcement, sanctions, legal holds, regulatory obligations, or proof of acceptance and cancellation.
13.8 Customer-requested deletion
A verified Customer Administrator may request permanent workspace deletion through in-application account controls. LTS may require reauthentication and explicit confirmation. Unless immediate deletion is required by law or reasonably necessary for security, fraud, abuse, or prevention of harm, a fourteen-day safety period applies. An authorized Customer Administrator may withdraw the request during that period. After permanent deletion begins, recovery may be impossible.
13.9 Restrictions on exit
LTS may restrict or delay a particular export, access request, or deletion where reasonably necessary to comply with law, court order, sanctions, legal hold, evidence-preservation duties, security investigation, fraud investigation, another person’s rights, or prevention of imminent harm. Where legally permitted, LTS will provide an explanation and a lawful alternative where reasonably available.
14. TERM, SUSPENSION, AND TERMINATION
14.1 Term
The Agreement begins when Customer first accepts it and continues until all Subscriptions, Data Retrieval Periods, and retained obligations have ended or the Agreement is otherwise terminated.
14.2 Immediate suspension or termination
LTS may immediately suspend or terminate some or all access when reasonably necessary to address nonpayment, a security incident or threat, unauthorized access, fraud, illegal use, abuse, attempts to compromise the Service, sanctions or export-control concerns, court or government orders, intellectual-property infringement, excessive load or disruption, circumvention of Plan restrictions, misuse of APIs or integrations, imminent harm, or another material violation. Warnings and cure opportunities are not guaranteed.
14.3 Ordinary breach
For a material breach where immediate action is not reasonably necessary, LTS may provide notice and an opportunity to cure, including up to thirty days where appropriate. Providing a warning or cure period once does not create an obligation to provide the same process in another case. No cure period is required for fraud, deliberate unauthorized access, repeated abuse, unlawful conduct, sanctions violations, infringement, a breach that cannot reasonably be cured, or conduct creating imminent harm.
14.4 LTS discontinuation without Customer fault
LTS may discontinue the Service or terminate a Subscription without Customer breach by providing at least thirty days’ notice where reasonably practicable. If termination occurs before the end of a paid period, LTS will provide a prorated refund for the unused paid period unless termination results from law, sanctions, force majeure, or circumstances beyond LTS’s reasonable control and applicable law permits otherwise.
14.5 Effect and survival
Upon termination, paid operational access and applicable licenses end, accrued payment obligations remain due, and Customer must stop unauthorized use of LTS Materials. Unless access is restricted for cause, law, or security, the applicable Data Retrieval Period applies. Provisions concerning ownership, confidentiality, privacy, payment, warranties, indemnification, liability, disputes, notices, and other terms intended by their nature to survive remain effective.
15. CUSTOMER DATA, LICENSE TO PROCESS, AND AGGREGATED INFORMATION
15.1 Customer ownership
As between LTS and Customer, Customer retains its ownership and other rights in Customer Data. This Agreement does not transfer ownership of Customer Data to LTS.
15.2 Processing license
Customer grants LTS and its subprocessors a limited, nonexclusive right to host, store, reproduce, transmit, organize, index, validate, transform, display, back up, secure, troubleshoot, export, and otherwise process Customer Data only as reasonably necessary to provide the Service, follow Customer’s instructions, maintain security, prevent fraud, provide support, comply with law, enforce the Agreement, and exercise another right expressly stated here.
15.3 Customer authority
Customer represents that it has all rights, permissions, notices, and lawful bases required to submit and process Customer Data. Customer is responsible for the legality and accuracy of Customer Data, required notices and consents, internal access controls, lawful retention, and ensuring its instructions do not violate law or third-party rights.
15.4 Support access
Authorized LTS personnel may access Customer Data where reasonably necessary to investigate support requests, diagnose errors, restore service, investigate security concerns, prevent fraud, comply with law, or perform another authorized administrative function. LTS will limit support access to personnel or contractors with a legitimate need and appropriate confidentiality obligations.
15.5 Deidentified and aggregated information
LTS may create and use aggregated or deidentified information that cannot reasonably be linked to Customer or an identifiable individual to operate, secure, measure, improve, and plan the Service and prepare non-identifying business statistics. LTS will not intentionally attempt to reidentify properly deidentified information except to test deidentification or as legally permitted.
15.6 No sale or behavioral advertising
LTS will not sell Customer Data, use Customer Data to deliver third-party behavioral advertising, or disclose Customer Data to a third party for that third party’s independent advertising purposes. This does not prohibit direct account, billing, security, support, legal, or product communications subject to applicable law.
15.7 Legal requests
LTS may disclose Customer Data where required by valid legal process or applicable law. Where legally permitted and reasonably practicable, LTS will notify Customer before disclosure. LTS may preserve data in response to a valid preservation request, legal hold, investigation, or anticipated dispute.
16. PRIVACY AND DATA PROTECTION
16.1 Privacy Notice
LTS will maintain a Privacy Notice describing how LTS handles personal information in its independent-controller capacity. Customer must review the Privacy Notice before creating an account.
16.2 Party roles
For personal information contained in Customer Data, Customer generally acts as controller, business, or equivalent decision-maker and LTS generally acts as processor, service provider, contractor, or equivalent provider. For Account Data, billing, Service security, fraud prevention, and direct business administration, LTS may act independently.
16.3 Customer privacy obligations
Customer is responsible for identifying personal information it places in the Service, providing legally required notices, obtaining legally required consent, responding to individual-rights requests, limiting access, avoiding excessive collection, establishing lawful retention, and determining whether the Service is appropriate for its jurisdiction and use.
16.4 International processing
Customer understands that the Service may process information in the United States and other countries in which LTS or an authorized subprocessor operates. Where applicable law requires a recognized transfer mechanism, the Parties will use an appropriate lawful mechanism.
16.5 Data Processing Addendum
Schedule C applies when LTS processes regulated personal information on Customer’s behalf.
17. RESTRICTED AND SENSITIVE INFORMATION
17.1 Prohibited restricted data
Unless LTS expressly authorizes the information in a signed addendum for a specifically configured environment, Customer must not submit, upload, transmit, or store Social Security numbers or equivalent national identifiers; passport or driver-license numbers; full payment-card numbers, CVVs or PINs; bank authentication credentials; protected health information or medical records; genetic information; biometric templates or identifiers; classified information; Controlled Unclassified Information; federal tax information; criminal-justice information; export-controlled or ITAR-controlled technical data; government secrets or restricted defense information; information requiring a dedicated FedRAMP, StateRAMP, CMMC, CJIS, or FISMA-authorized environment; children’s personal information; passwords or private cryptographic keys belonging to another system; or another category LTS identifies as unsupported restricted data.
17.2 Ordinary business information
The restriction does not prohibit ordinary business contact information reasonably necessary for inventory operations, such as business names, employee names, work email addresses, work telephone numbers, supplier contacts, customer business contacts, shipping addresses, and internal operational identifiers, provided Customer has lawful authority to process them.
17.3 Payment information
Customer must enter payment-card information only into the designated payment-provider interface and must not place full card information in inventory fields, notes, attachments, custom fields, or support messages.
17.4 Regulated goods
Customer may use the Service to maintain lawful inventory records concerning regulated goods, hazardous materials, chemicals, controlled products, or restricted products only where Customer is legally authorized to possess and manage the goods, complies with applicable licensing and handling obligations, does not place prohibited restricted information in the Service, and does not rely on LTS Inventory as the sole safety, legal-compliance, containment, licensing, or emergency-response control.
18. ACCEPTABLE USE
Customer must not:
- Use the Service unlawfully, fraudulently, or to violate another person’s rights.
- Submit malicious code or use the Service to distribute malware.
- Probe, scan, attack, exploit, or disrupt the Service without written authorization.
- Access or attempt to infer another customer’s workspace or data.
- Bypass authentication, authorization, entitlement, role, location, rate, or usage controls.
- Share individual credentials in a way that defeats accountability.
- Generate unreasonable automated load or scrape contrary to Documentation.
- Falsify identity, authority, payment, inventory, audit, or transaction information.
- Manipulate, conceal, or intentionally defeat audit history.
- Use the Service to facilitate theft, sanctions evasion, bribery, unlawful trade, or other prohibited conduct.
- Resell, lease, sublicense, or operate the Service as an unauthorized service bureau.
- Use the Service as a prohibited high-risk control described in Section 25.
- Encourage or assist another person to do any prohibited act.
19. INVENTORY-SPECIFIC RESPONSIBILITIES
19.1 Recordkeeping tool
LTS Inventory is a software recordkeeping and workflow tool. It does not physically inspect, count, weigh, measure, receive, move, secure, store, ship, quarantine, destroy, or recall goods. A quantity displayed in the Service is a software record based on submitted transactions and configuration, not an independent physical verification.
19.2 Customer configuration
Customer is responsible for correctly configuring products, variants, SKUs, identifiers, units of measure, conversion ratios, locations, bins, lots, serials, expiration rules, approval requirements, roles, location permissions, suppliers, customers, bills of material, kits, integrations, and workflows.
19.3 Quantities and conversions
Customer must independently verify critical quantities, unit conversions, pack sizes, weights, dimensions, cost assumptions, decimal precision, rounding, tax treatment, and imported values. Exact arithmetic does not guarantee Customer’s inputs or assumptions are correct.
19.4 Ledger and audit history
The Service may maintain append-oriented, immutable, or double-entry movement records designed to preserve history. Those technical characteristics do not mean the original input was accurate, a physical movement occurred, an authorized person performed it, every external event was recorded, or the record automatically satisfies every legal or audit standard.
19.5 Approvals and segregation of duties
Where the Service supports second-person approval or segregation of duties, Customer is responsible for assigning genuinely independent users, protecting credentials, preventing account sharing or collusion, reviewing approval authority, and determining whether the configured workflow satisfies Customer’s legal and internal requirements.
19.6 Counts, adjustments, and barcodes
Counts and adjustments depend on Customer procedures and data entry. Customer must investigate material variances. A successful barcode or identifier scan does not guarantee that the label is authentic, attached to the correct physical item, or associated with the correct unit or location.
19.7 Lots, serials, genealogy, and expiration
Lot, serial, genealogy, FEFO, FIFO, and expiry functionality depends on complete and accurate Customer records. The Service does not guarantee every lot or serial was captured, an external identifier is correct, an expiration date is accurate, or the recommended physical item was actually moved.
19.8 Recalls
Recall containment and impact reports are decision-support tools. They do not initiate a legal recall, notify regulators or customers, locate every affected physical item, replace legal advice, or guarantee complete containment. Customer remains responsible for recall decisions, physical containment, notices, reporting, and regulatory compliance.
19.9 Forecasting
Forecasting, demand estimates, reorder suggestions, and similar outputs are estimates based on available data and assumptions and do not guarantee demand, revenue, availability, supplier performance, lead times, or business outcomes.
19.10 Bills of material and kits
Customer must verify component quantities, substitutions, yields, scrap, rounding, assembly and disassembly outputs, lot and serial assignments, and costing treatment.
19.11 Imports, integrations, reports, and exports
Customer must validate imported or synchronized information, field mappings, duplicate handling, identifier matching, time zones, units, source-system permissions, replay behavior, conflict resolution, and failed records before relying on them. Reports and exports reflect available Service data and selected filters; Customer must verify scope, date ranges, time zones, currency, filters, synchronization state, and completeness. A signed export artifact is a technical integrity measure, not an opinion or certification by an accountant, auditor, lawyer, regulator, or certification body.
20. MOBILE, OFFLINE, DEVICES, APIS, AND INTEGRATIONS
20.1 Current and future applications
The Service currently includes a hosted web application. LTS may later offer native iOS, Android, desktop, warehouse, local, self-hosted, or other applications. A roadmap reference does not promise a release date, app-store approval, device compatibility, feature parity, offline support, continued availability, or inclusion in a particular Plan. A local or self-hosted deployment is included only when a written Order expressly provides it.
20.2 Offline operations
Where offline functionality is generally available and included in Customer’s Plan, actions may be saved locally, queued, synchronized later, rejected, conflicted, duplicated by a third-party system, or delayed. Customer must review visible save, queue, synchronization, conflict, and failure states before treating an offline action as complete. The authoritative server-side record after successful synchronization controls over an unconfirmed local display.
20.3 Customer Devices
Customer is responsible for acquiring compatible hardware, maintaining supported software and operating-system updates, securing devices, controlling physical access, maintaining network access, configuring scanners and printers, and testing critical workflows. LTS does not warrant compatibility with every device, barcode format, scanner, camera, printer, label, browser, or operating-system version.
20.4 Integrations and APIs
APIs, webhooks, channels, scanners, printers, marketplaces, shipping systems, accounting systems, or other integrations are available only where generally released, included in the selected Plan, properly configured, supported by the third party, and legally permitted. Customer authorizes LTS to exchange Customer Data with an integration Customer enables and is responsible for reviewing that integration’s permissions, terms, privacy practices, and data handling.
20.5 Third-party failures
LTS is not responsible for a Third-Party Service’s outage, pricing, data loss, security incident, API change, authentication failure, rate limit, termination, policy change, inaccurate data, app-store decision, or discontinuation. LTS may suspend or replace an integration that creates a security, legal, reliability, or cost concern.
21. CONFIDENTIALITY
21.1 Confidential Information
A Party’s Confidential Information means nonpublic information disclosed to the other Party that is marked confidential or should reasonably be understood as confidential because of its nature and circumstances. Customer Data is Customer Confidential Information. Nonpublic LTS software, architecture, security information, pricing, and product plans are LTS Confidential Information.
21.2 Exclusions
Confidential Information does not include information the receiving Party can demonstrate is publicly available without breach, was already lawfully known, was independently developed without use of the Confidential Information, or was lawfully received from a third party without a confidentiality duty.
21.3 Protection and use
The receiving Party will use reasonable care to protect Confidential Information, use it only for the Agreement, and disclose it only to personnel, contractors, professional advisers, and subprocessors with a legitimate need and appropriate confidentiality duties.
21.4 Required disclosure and duration
A receiving Party may disclose Confidential Information where required by law or valid legal process and, where legally permitted, will provide reasonable advance notice. Confidentiality duties continue for five years after disclosure; trade-secret protections continue for as long as the information qualifies as a trade secret.
22. SECURITY AND INCIDENT RESPONSE
22.1 Reasonable safeguards
LTS will maintain reasonable administrative, technical, and organizational safeguards appropriate to the nature of the Service and information processed. Safeguards may include authentication controls, session protections, role and location restrictions, tenant-separation controls, logging, monitoring, secure development practices, vulnerability remediation, access restrictions, backup and recovery measures, and protections supplied by reputable infrastructure providers. This is an obligation to use reasonable safeguards, not a guarantee that an incident will never occur.
22.2 Shared responsibility
Customer is responsible for users, roles, credentials, registered email security, Customer Devices, local networks, endpoint security, exports, integrations, employee training, former-user removal, and timely reporting of suspected compromise.
22.3 Security incident notification
After LTS confirms a security incident affecting Customer Data, LTS will notify Customer without undue delay where notification is legally required or reasonably necessary for Customer to protect its interests. LTS may provide information in stages and may delay or limit disclosure where required by law, law enforcement, security needs, or protection of another person.
22.4 Vulnerability reports
Suspected vulnerabilities should be reported to owner@lit-solutions.tech. Authorization to report a vulnerability is not authorization to access Customer Data, disrupt the Service, persist in systems, alter records, exfiltrate information, conduct denial-of-service activity, or publicly disclose an unremediated vulnerability.
23. AVAILABILITY, MAINTENANCE, SUPPORT, BACKUPS, AND CONTINUITY
23.1 No standard uptime SLA
Unless a signed Enterprise Order expressly provides a service-level agreement, LTS does not guarantee a specific uptime percentage, uninterrupted access, a particular response time, a recovery point objective, a recovery time objective, continuous integration availability, or error-free operation.
23.2 Maintenance
LTS may perform scheduled or emergency maintenance. Where reasonably practicable, LTS will provide advance notice of material scheduled maintenance. Emergency maintenance may occur without advance notice.
23.3 Support
Support is provided through the channels, hours, and response expectations identified in the selected Plan or Order. Submitting a request does not guarantee an immediate response or resolution unless a signed Enterprise Order states a binding commitment.
23.4 Backups and recovery
LTS may maintain backups and redundancy appropriate to the Service but, unless a signed Order expressly states otherwise, does not guarantee backup frequency, backup retention, restoration of an individual record, restoration to a specific moment, recovery from Customer deletion, recovery from a third-party integration’s deletion, or recovery of information never successfully synchronized. Customer should maintain independent exports of records it is legally or operationally required to preserve.
23.5 Customer continuity
Customer is responsible for maintaining procedures appropriate to its operations for temporary Service unavailability, device or network failure, delayed synchronization, emergency receiving or shipping, physical counts, recalls, legal record retention, and restoration of business operations.
24. THIRD-PARTY SERVICES AND SUBPROCESSORS
24.1 Providers
LTS may use third-party providers for hosting, databases, object storage, authentication, payments, email delivery, monitoring, analytics, app distribution, support, security, and infrastructure. LTS remains responsible for its contractual obligations but does not control every action or outage of a third-party provider.
24.2 Payment processing
Payment-card information must be entered through the designated third-party payment interface. LTS may receive billing identifiers, payment status, limited card metadata, invoices, and transaction records without requiring full card numbers to be placed in Customer Data.
24.3 Subprocessors
LTS may engage subprocessors to process Customer Data in accordance with Schedule C and will impose appropriate contractual obligations on material subprocessors.
24.4 Customer-directed services
When Customer enables a Third-Party Service, Customer directs LTS to exchange information reasonably necessary for that integration. LTS is not responsible for information after it is transmitted to a third party under Customer’s direction, except to the extent applicable law imposes a continuing obligation on LTS.
25. HIGH-RISK USES, PROFESSIONAL ADVICE, AND REGULATORY STATUS
25.1 No professional advice
The Service does not provide legal, accounting, tax, medical, safety, engineering, regulatory, hazardous-material, or other professional advice or certification. Customer must consult qualified professionals where appropriate.
25.2 No certification
Use of the Service does not establish compliance with accounting standards, tax rules, product-safety law, recall law, pharmaceutical rules, food-safety rules, environmental law, hazardous-material regulations, export controls, procurement requirements, accessibility standards, cybersecurity frameworks, or industry certifications.
25.3 Prohibited high-risk control
Customer must not use the standard Service as the sole or primary control system for life-support equipment, emergency-response dispatch, nuclear facilities, weapons systems, aircraft or spacecraft control, autonomous vehicles, medical treatment decisions, physical safety interlocks, hazardous-process control, or another use where failure could reasonably cause death, serious injury, or catastrophic property or environmental damage. Secondary administrative inventory records may be used only with appropriate qualified human review and independent safety controls.
26. INTELLECTUAL PROPERTY, BRANDING, FEEDBACK, AND INFRINGEMENT
26.1 LTS ownership
LTS and its licensors own the LTS Materials. The Agreement does not transfer ownership of the Service, software, Documentation, interfaces, designs, methods, trademarks, or other LTS Materials.
26.2 Customer branding
Customer retains rights in its names, logos, trademarks, and branding and grants LTS a limited license to display such branding inside Customer’s workspace and customer-directed outputs. LTS will not publicly identify Customer as a customer without permission except where Customer has made the relationship public or law permits the reference.
26.3 Feedback
Customer may provide suggestions, ideas, or feedback and grants LTS a perpetual, irrevocable, worldwide, royalty-free right to use that feedback without restriction or compensation, provided LTS does not publicly disclose Customer Confidential Information.
26.4 Open-source and third-party components
Certain components may be governed by open-source or third-party licenses. Those licenses control only the applicable components and do not grant rights to unrelated LTS Materials.
26.5 Infringement reports
A person reporting alleged infringement should contact owner@lit-solutions.tech and identify the protected work or right, the challenged material and location, contact information, the basis for the claim, and any statement legally required for the applicable process. LTS may remove or restrict disputed content while investigating.
27. INDEMNIFICATION AND THIRD-PARTY INTELLECTUAL-PROPERTY CLAIMS
27.1 Customer indemnification
To the extent permitted by law, Customer will defend, indemnify, and hold harmless LTS, its Affiliates, and their owners, officers, employees, and contractors from a third-party claim arising from Customer Data, Customer’s goods or operations, Customer’s violation of law, Customer’s infringement of another person’s rights, Customer’s breach of the restricted-data or acceptable-use provisions, Customer’s misuse of the Service, a Customer-enabled integration, Customer’s fraud or willful misconduct, or conduct of an Authorized User attributable to Customer.
27.2 Procedure
The indemnified Party will provide reasonably prompt notice, allow the indemnifying Party to control the defense and settlement, and provide reasonable cooperation at the indemnifying Party’s expense. A settlement may not admit fault by or impose a nonmonetary obligation on the indemnified Party without written consent.
27.3 LTS intellectual-property response
If a third party alleges that the unmodified Service, when used as authorized, infringes that party’s United States intellectual-property right, LTS may obtain the right for continued use, modify or replace the affected Service, terminate the affected capability, or refund unused prepaid Fees for the terminated capability. LTS has no obligation for a claim caused by Customer Data, Customer instructions, Customer modifications, combination with items not supplied by LTS, use contrary to Documentation, continued use after notice of a claim, or a Third-Party Service. Except where applicable law requires otherwise, this Section states Customer’s exclusive contractual remedy for such a claim.
28. LIMITED COMMITMENTS AND WARRANTY DISCLAIMERS
28.1 Authority
Each Party represents that it has authority to enter into the Agreement.
28.2 Correction remedy
If Customer reports a reproducible material failure of the Service to operate substantially in accordance with then-current Documentation, LTS may use commercially reasonable efforts to correct the issue, provide a workaround, restore affected access, replace the affected capability, or permit cancellation of the materially affected Service. This does not create a guaranteed resolution time unless an Enterprise Order states one.
28.3 Disclaimer
TO THE FULLEST EXTENT PERMITTED BY LAW, THE SERVICE, DOCUMENTATION, PREVIEW FEATURES, REPORTS, EXPORTS, INTEGRATIONS, AND SUPPORT ARE PROVIDED “AS IS” AND “AS AVAILABLE.” LTS DISCLAIMS ALL IMPLIED OR STATUTORY WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT, ACCURACY, COMPLETENESS, UNINTERRUPTED OPERATION, ERROR-FREE OPERATION, SECURITY, REGULATORY COMPLIANCE, AND RESULTS.
28.4 No specific guarantee
LTS does not guarantee that Customer Data is accurate, physical inventory matches displayed inventory, all errors will be detected, data will never be lost, a third party will remain available, a feature will satisfy a particular law, a report will be accepted by an auditor or regulator, a barcode is authentic, a forecast will be correct, a recall report is complete, an offline action will synchronize, a planned mobile application will be released, an integration will continue, or use of the Service will produce revenue, savings, compliance, or another business result.
28.5 Jurisdictional limits
Some jurisdictions do not allow certain warranty exclusions. In those jurisdictions, exclusions apply only to the maximum extent permitted by law.
29. LIMITATION OF LIABILITY
29.1 Excluded damages
TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES; LOST PROFITS, REVENUE, BUSINESS, OPPORTUNITY, GOODWILL, OR ANTICIPATED SAVINGS; BUSINESS INTERRUPTION; COST OF SUBSTITUTE SERVICES; LOSS OR CORRUPTION OF DATA; LOSS OF PHYSICAL INVENTORY; OR REGULATORY FINES IMPOSED BECAUSE OF THE OTHER PARTY’S CONDUCT, EVEN IF ADVISED THAT SUCH DAMAGES WERE POSSIBLE.
29.2 Aggregate cap
TO THE FULLEST EXTENT PERMITTED BY LAW, EACH PARTY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE AGREEMENT WILL NOT EXCEED THE GREATER OF: (A) THE FEES PAID OR PAYABLE BY CUSTOMER TO LTS FOR THE AFFECTED SERVICE DURING THE SIX MONTHS BEFORE THE FIRST EVENT GIVING RISE TO LIABILITY; OR (B) ONE HUNDRED UNITED STATES DOLLARS ($100).
29.3 Exceptions
The exclusions and cap do not apply to the extent applicable law prohibits their application. The cap does not limit Customer’s obligation to pay valid Fees, Customer’s indemnification obligations, Customer’s unauthorized use of LTS Materials, fraud, willful misconduct, liability for death or personal injury that cannot lawfully be limited, or another liability that applicable law does not permit a Party to limit. Confidentiality, privacy, and security claims against LTS remain subject to the cap unless the claim involves willful misconduct or applicable law prohibits the limitation.
29.4 Allocation of risk
The Parties acknowledge that the pricing and availability of the Service reflect the allocation of risk in this Agreement and that each limitation applies independently to the maximum extent legally permitted.
30. EXPORT CONTROLS, SANCTIONS, AND ANTI-CORRUPTION
Customer must comply with applicable export-control laws, import laws, economic sanctions, trade restrictions, embargoes, anti-boycott laws, and anti-corruption laws. Customer represents that it is not prohibited from using the Service under applicable sanctions law and must not use the Service to support a prohibited person, conduct a prohibited transaction, evade sanctions, transmit controlled technical data without authorization, conceal the origin or destination of regulated goods, or facilitate bribery or corruption. LTS may restrict or terminate access where reasonably necessary to comply with these obligations.
31. UNITED STATES GOVERNMENT CUSTOMERS
31.1 Commercial Service
The Service and Documentation are commercial products and commercial computer software developed at private expense. Government rights are limited to those expressly granted under this Agreement and an applicable signed Government Order, subject to mandatory procurement law.
31.2 Conflicting terms
A government purchase order, flow-down, regulation, or procurement clause does not bind LTS unless it applies by law without agreement or LTS expressly accepts it in a signed document.
31.3 Unsupported government information
The standard Service is not authorized for classified information, Controlled Unclassified Information, federal tax information, criminal-justice information, export-controlled technical data, information requiring FedRAMP, StateRAMP, CMMC, CJIS, FISMA authorization, or another government-controlled category unless a separately signed addendum expressly identifies the authorized environment and controls.
31.4 Records
Government Customers are responsible for public-records, retention, discovery, and legal-hold duties. LTS Confidential Information should be identified and protected to the extent permitted by law.
32. DISPUTES, GOVERNING LAW, FORUM, AND CLAIM PERIOD
32.1 Informal resolution
Before filing a lawsuit, a Party must send written notice describing the dispute, relevant facts, requested relief, and contact information. The Parties will attempt in good faith to resolve the dispute for thirty days after confirmed receipt. This requirement does not prevent emergency injunctive relief, preservation of a limitations period, response to an existing action, a regulatory complaint, or use of small-claims court where available.
32.2 Governing law
The laws of the Commonwealth of Virginia govern the Agreement, without regard to conflict-of-law rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply. Mandatory laws that apply notwithstanding a Virginia choice-of-law clause remain effective.
32.3 Forum
Subject to Section 32.1, each Party consents to exclusive jurisdiction and venue in the state courts serving Westmoreland County, Virginia, and in the United States District Court for the Eastern District of Virginia where federal subject-matter jurisdiction exists. A Customer may use another forum where mandatory law gives Customer a nonwaivable right to do so.
32.4 Jury-trial waiver
TO THE FULLEST EXTENT PERMITTED BY LAW, EACH PARTY KNOWINGLY AND VOLUNTARILY WAIVES A TRIAL BY JURY FOR A DISPUTE ARISING OUT OF OR RELATING TO THE AGREEMENT.
32.5 Class and representative actions
TO THE FULLEST EXTENT PERMITTED BY LAW, EACH PARTY AGREES TO ASSERT CLAIMS ONLY ON ITS OWN BEHALF AND NOT AS A PLAINTIFF, CLASS MEMBER, PRIVATE ATTORNEY GENERAL, OR REPRESENTATIVE IN A CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE ACTION. This provision does not apply where applicable law makes such a waiver unenforceable.
32.6 No mandatory arbitration
This Agreement does not require binding arbitration. The Parties may voluntarily agree to mediation or arbitration after a dispute arises.
32.7 Contractual claim period
Except where applicable law requires a longer period, a claim arising out of or relating to the Agreement must be filed within one year after the claim accrues. This contractual period does not apply to claims for unpaid Fees, intellectual-property misuse or infringement, confidentiality obligations, indemnification obligations, fraud or willful misconduct, or requests for emergency or equitable relief.
33. ELECTRONIC COMMUNICATIONS AND NOTICES
33.1 Electronic records
Customer consents to receive electronically this Agreement, Privacy Notices, Orders, trial confirmations, subscription confirmations, receipts, invoices, renewal information, cancellation confirmations, failed-payment notices, security notices, legal-change notices, and other Service communications. Customer must maintain equipment and software capable of accessing and retaining electronic records.
33.2 LTS notices to Customer
LTS may provide notice through the registered email address, an in-application notice, the account billing page, a downloadable record, an applicable app store, or another method reasonably calculated to provide notice.
33.3 Customer legal notices to LTS
Until LTS publishes a designated physical legal-notice address, formal notices permitted to be delivered electronically may be sent to owner@lit-solutions.tech. Routine support messages are not automatically formal legal notices.
33.4 Operational communications
Customer agrees to receive transactional communications necessary to operate the Service. Marketing communications are subject to legally required consent and opt-out rights. Opting out of marketing does not prevent billing, security, legal, support, or operational communications.
34. CHANGES TO THE AGREEMENT AND SERVICE
34.1 Prospective changes
LTS may update the Agreement prospectively, identify the updated date, and make the revised Agreement electronically available.
34.2 Material changes
Where a change materially affects recurring charges, cancellation, Customer Data use, liability, dispute terms, Plan entitlements, or another legally material term, LTS will provide advance notice and obtain renewed consent where required by applicable law.
34.3 Current paid period
A change will not retroactively increase the price of a period already paid.
34.4 Rejection
Where Customer does not accept a material change, Customer may cancel before the change becomes effective. Continued use constitutes acceptance only where LTS clearly states that consequence, Customer receives legally sufficient notice, and applicable law permits continued-use acceptance.
34.5 Service updates
LTS may patch, update, redesign, enhance, modify, or replace parts of the Service for security, usability, accessibility, reliability, performance, compliance, cost efficiency, or functionality. LTS may change or discontinue a feature after reasonable notice where practicable, subject to paid-period obligations and mandatory law.
35. ASSIGNMENT, SUBCONTRACTING, AND CHANGE OF CONTROL
Customer may not assign the Agreement, transfer a workspace, or sell an account without LTS’s written consent, except in connection with a bona fide merger, reorganization, or sale of substantially all relevant assets where the successor agrees to the Agreement and is legally eligible. LTS may assign the Agreement in connection with a merger, reorganization, financing, sale of assets, acquisition, change of control, or transfer to an Affiliate, provided the assignee assumes applicable obligations. LTS may use contractors and subprocessors to perform the Service.
36. GENERAL TERMS
36.1 Independent contractors
The Parties are independent contractors. The Agreement does not create an employment, agency, partnership, franchise, fiduciary, or joint-venture relationship.
36.2 No third-party beneficiaries
Except for persons expressly protected by indemnification and liability provisions, the Agreement does not create third-party beneficiary rights.
36.3 Force majeure
Neither Party is liable for delay or failure caused by circumstances beyond its reasonable control, including natural disasters, fire, flood, war, terrorism, civil unrest, epidemic, labor disruption, utility or telecommunications failure, cloud-provider outage, internet-routing failure, government action, sanctions change, app-store action, or widespread cyberattack. This does not excuse amounts already due.
36.4 Severability
If a provision is unenforceable, it will be enforced to the maximum lawful extent or modified as narrowly as necessary, and the remaining provisions continue in effect.
36.5 Waiver
Failure to enforce a provision is not a waiver. A waiver must be express and applies only to the identified circumstance.
36.6 Entire agreement
The Agreement is the entire agreement concerning its subject matter and replaces prior or contemporaneous discussions, statements, and understandings concerning that subject matter. Customer does not rely on an oral promise not contained in the Agreement or an Order.
36.7 Interpretation
Headings are for convenience. “Include” and “including” mean “including without limitation.” The singular includes the plural where appropriate. A reference to a law includes amendments and successor provisions.
36.8 Electronic signatures
Electronic signatures, typed signatures, clickwrap acceptance, and other legally recognized electronic assent have the same effect as handwritten signatures.
SCHEDULE A — PLAN AND CAPABILITY MATRIX
Standard monthly base pricing: Essentials $49, Operations $149, Control $399, and Enterprise at a contracted price. Unless an Order states otherwise, public base pricing applies per Customer workspace. Taxes are additional unless checkout states otherwise.
| Capability category | Essentials $49 | Operations $149 | Control $399 | Enterprise |
|---|---|---|---|---|
| Products, variants, SKUs and identifiers | Included | Included | Included | Included |
| Exact quantities and immutable movement history | Included | Included | Included | Included |
| Secure tenancy, authentication and core audit | Included | Included | Included | Included |
| One-facility stock management | Included | Included | Included | Included |
| Basic lots and serials | Included | Included | Included | Included |
| Basic counts, corrections and reports | Included | Included | Included | Included |
| Suppliers and purchase orders | — | Included | Included | Included |
| Receiving and guided putaway | — | Included | Included | Included |
| Multi-facility transfers | — | Included | Included | Included |
| Sales orders, picking, packing and shipping | — | Included | Included | Included |
| Returns and controlled dispositions | Limited | Included | Included | Included |
| Bills of material and kits | — | Included | Included | Included |
| Hardware scanner workflows | Limited | Included | Included | Included |
| Advanced lot/serial genealogy | — | Limited | Included | Included |
| FEFO/FIFO and expiry governance | — | Included | Included | Included |
| Recall containment and impact reporting | — | — | Included | Included |
| Approval segregation and location permissions | Basic | Standard | Advanced | Custom |
| Offline warehouse operation | — | — | Included | Included |
| Device fleet management | — | Limited | Included | Included |
| API, webhooks and channel synchronization | — | — | Included | Included |
| Forecasting and signed audit exports | — | Limited | Included | Included |
| Custom migration and integration work | — | — | Optional | Contracted |
| Enterprise SSO and contractual SLA | — | — | — | When available |
The matrix describes current commercial intent. Production checkout, entitlement logic, Documentation, and Orders must not represent an unreleased capability as generally available. “Limited,” “Basic,” “Standard,” “Advanced,” “Custom,” “Optional,” “Contracted,” and “When available” are governed by then-current disclosed limits and conditions.
SCHEDULE B — INACTIVE ACCOUNT AND DATA EXIT POLICY
For previously paid accounts, paid operational access continues through the current paid period after cancellation, then Read-Only Access ordinarily continues for twelve months. LTS uses reasonable efforts to give at least thirty days’ notice before ordinary permanent deletion. Customer may export and reactivate while the workspace remains retained.
For trial-only accounts that never successfully pay, Read-Only Access ordinarily continues for thirty days, and LTS uses reasonable efforts to give at least seven days’ notice before ordinary deletion.
Failed payment does not itself cause immediate deletion. Customer-requested deletion ordinarily includes a fourteen-day safety period unless immediate deletion is required or justified under the Agreement.
SCHEDULE C — DATA PROCESSING ADDENDUM
This Schedule applies where LTS processes personal information in Customer Data on Customer’s behalf. LTS will process such data only to provide the Service, follow documented instructions, maintain security, prevent fraud, provide support, comply with law, or as otherwise agreed.
LTS will ensure authorized processors are subject to confidentiality duties, maintain reasonable safeguards, use subprocessors under appropriate contractual obligations, notify Customer without undue delay after confirming a legally reportable security incident, provide reasonable assistance with applicable data-subject rights, and delete or deidentify Customer Data under the Agreement subject to legally permitted retention.
Where a restricted international transfer mechanism is required, the Parties will use the applicable standard contractual clauses or another lawful mechanism. To the extent required by applicable U.S. state privacy law, LTS will not sell Customer Data, share Customer Data for cross-context behavioral advertising, or retain, use, or disclose Customer Data outside the business purposes in the Agreement except as legally permitted.
SCHEDULE D — MOBILE APPLICATION AND APP-STORE TERMS
If Customer obtains an LTS application through Apple, Google, or another app marketplace, mandatory store terms apply to distribution, device eligibility, billing, taxes, subscription management, cancellation, refunds, sharing, geographic availability, and app removal.
Deleting the application does not cancel a Subscription or delete an LTS workspace. LTS, not the store, is responsible for LTS-provided application support to the extent required by the Agreement. Store privacy disclosures must accurately reflect the production application’s data collection, permissions, SDKs, tracking, account deletion, and third-party processing.
SCHEDULE E — U.S. GOVERNMENT SUPPLEMENT
For a U.S. Government Customer, the Service and Documentation are commercial products and commercial computer software developed at private expense. Government rights are limited to those expressly granted under the Agreement and a signed Government Order, subject to mandatory procurement law.
The standard Service is not authorized for classified information, Controlled Unclassified Information, federal tax information, criminal-justice information, export-controlled technical data, or information requiring FedRAMP, StateRAMP, CMMC, CJIS, FISMA, or another dedicated authorization unless a signed addendum expressly identifies the authorized environment and controls.
SCHEDULE F — REQUIRED SIGNUP AND SUBSCRIPTION DISCLOSURES
The following acceptance language is intended to be presented as separate, unchecked controls during the self-service enrollment flow. The actual interface must also display the material recurring-payment terms clearly and conspicuously near the recurring-payment authorization.
Account authority and Agreement checkbox
“I am at least 18 years old. If I am creating this account for a company or other organization, I represent that I am authorized to bind that organization. I have read and agree to the LTS Inventory End User License, Subscription, and Services Agreement and acknowledge the LTS Privacy Notice.”
Recurring-payment authorization checkbox
“I authorize Little Technical Solutions LLC to charge the payment method I provide when my 7-day free trial ends and monthly thereafter at the price shown for my selected Plan, plus applicable taxes, until I cancel. I understand that I may cancel through the LTS Inventory application before the displayed trial deadline to avoid the first charge and that cancellation after payment takes effect at the end of the current paid billing period.”
Required visible enrollment information
- Selected Plan and monthly price.
- Billing currency.
- Seven-day trial and exact trial-end date/time.
- First-charge date and amount.
- Monthly automatic renewal until cancellation.
- Cancellation method and deadline.
- No-refund rule, subject to mandatory law.
- Applicable taxes or a statement that taxes may apply.
- Link to a retainable copy of this Agreement and the Privacy Notice.
Both checkboxes must be unchecked by default and require affirmative selection. Immediately after enrollment, LTS should provide a retainable confirmation containing the material terms and a copy or retainable link to the accepted Agreement version. LTS will use reasonable efforts to send a courtesy reminder at least twenty-four hours before trial conversion.
ELECTRONIC ACCEPTANCE
By affirmatively accepting this Agreement, Customer confirms that Customer has read and agrees to the Agreement; is at least eighteen years old; an organizational representative has authority to bind the organization; Customer understands the selected Plan and price; Customer understands that the seven-day trial begins without a payment method and automatically converts if a payment method is on file unless timely canceled, and otherwise enters Read-Only Access until checkout is completed; recurring charges are separately authorized; Customer understands the cancellation, refund, Read-Only Access, retention, and deletion rules; Customer understands that inventory records require independent verification; and Customer consents to electronic records and communications.
Little Technical Solutions LLC Virginia limited liability company Contact: owner@lit-solutions.tech Website: https://lit-solutions.tech Application: https://inventory.lit-solutions.tech