LEGENDARY SHIPPING ENGINE
APPEXCHANGE TERMS AND CONDITIONS
Effective Date: May 22, 2026
IMPORTANT -- READ CAREFULLY. These AppExchange Terms and Conditions (the "AppExchange Terms") form a binding agreement between Legendary Supply Chain, Inc., a Tennessee corporation with its principal place of business at 100 Country Club Drive, Suite 203, Hendersonville, TN 37075 ("Legendary," "we," "us," or "our"), and the individual or legal entity that installs, accesses, or uses the Legendary Shipping Engine managed package from the Salesforce AppExchange ("Customer," "you," or "your"). By installing the LSE Package, activating a Trial, clicking "I accept," or otherwise accessing or using the Software, you accept these AppExchange Terms on behalf of yourself and the entity you represent, and you represent that you have the authority to bind that entity. If you do not agree, do not install or use the Software.
Relationship to other Legendary agreements. If you and Legendary have signed a Legendary Supply Chain Master Agreement (the "Master Agreement") that expressly covers the Software, the Master Agreement controls. In the absence of a signed Master Agreement covering the Software, these AppExchange Terms -- together with the documents incorporated by reference in Section 3 -- constitute the entire agreement between you and Legendary for the Software.
1. Definitions
"AppExchange" means the Salesforce AppExchange marketplace located at appexchange.com or any successor website.
"Carrier" means a third-party shipping or parcel-delivery provider whose APIs the Software is configured to interact with, including without limitation FedEx, United Parcel Service (UPS), and the United States Postal Service (USPS), and any other carrier Legendary makes available through the Software.
"Carrier Account" means an account that you establish directly with a Carrier, together with any credentials, OAuth client identifiers, OAuth client secrets, tokens, account numbers, or other authentication materials used by the Software to make requests to that Carrier on your behalf.
"Carrier Terms" means the terms of service, tariffs, service guides, conditions of contract, conditions of carriage, acceptable-use policies, and other legal terms that the applicable Carrier requires shippers and account holders to comply with.
"Customer Data" means all electronic data and information that you or your Users submit to the Software, including shipment records, shipper and recipient addresses, package contents, item descriptions, declared values, commercial-invoice data, hazardous-materials declarations, and tracking information stored in your Salesforce org.
"Documentation" means the user guides, installation instructions, release notes, and technical documentation that Legendary makes available for the Software, as updated from time to time.
"LSE Package" means the Salesforce managed package published by Legendary on the AppExchange under the namespace "LSE," together with all updates, upgrades, patches, components, and Documentation made available through the AppExchange.
"Order" means a written or electronic ordering document, online order form, signed quote, or similar instrument that references these AppExchange Terms and sets forth the Subscription, fees, term, user counts, and any additional commercial terms.
"Platform" has the meaning given in the SFDC Service Agreement and means the Salesforce-provided platform service on which the Software operates.
"Software" means the LSE Package and all functionality made available through it, including the custom objects, Lightning Web Components, Apex classes, scheduled jobs, named credentials, external credentials, and other components packaged within the LSE namespace.
"Subscription" means a paid right to use the Software for the term and at the user counts or other metrics set forth in an Order.
"Trial" means a no-charge evaluation period for the Software offered at Legendary's discretion as described in Section 6.
"Users" means your employees, representatives, consultants, contractors, agents, and third parties with whom you conduct business who are authorized to use the Software, have been supplied user identifications and passwords, and for whom a User subscription has been provisioned.
2. Scope of the Software
The Software is a Salesforce-native managed package that provides multi-Carrier rate shopping, shipping-label generation, shipment tracking, and return-label workflows from within your Salesforce org. The Software interacts with the Carrier APIs of FedEx, UPS, and USPS, and any additional Carriers Legendary enables in the Software from time to time.
Tabs, objects, and components within scope. The Software, for purposes of the License Agreement incorporated by reference in Section 3 (specifically, the enumeration of permitted tabs and custom objects), consists of the following components within the LSE namespace, together with any additional components Legendary adds to the LSE Package from time to time and communicates to you through the Documentation or release notes:
• Carrier
• Carrier Detail
• Shipment Group
• Shipment Event
• Shipment Package
• Shipment Package Item
• Shipment Event Log
• Shipment Event Quote
• the Shipment Container Lightning Web Component and all supporting Lightning Web Components packaged within the LSE namespace
• the Apex controllers, helpers, triggers, and scheduled jobs packaged within the LSE namespace
• the named credentials, external credentials, static resources, and metadata packaged within the LSE namespace
The Software is independent of other Legendary managed packages (including LSC1, LSCAS, and LPA) and may be installed and used on a standalone basis. Nothing in these AppExchange Terms grants you any right to install or use any other Legendary managed package; rights to those packages, if any, are granted under separate agreements.
3. Incorporated Agreements
The following Legendary agreements are incorporated into these AppExchange Terms by this reference and apply to your installation and use of the Software:
• Legendary Supply Chain License Agreement -- https://www.legendarysupplychain.com/legal-license-terms/
• SFDC Service Agreement -- https://www.legendarysupplychain.com/legal-sfdc-terms/
• Legendary Support, Design, Development and Consulting Terms (the "Service Terms") -- https://www.legendarysupplychain.com/legal-service-terms/, which apply if and to the extent you purchase professional services from Legendary in connection with the Software.
References to the Master Agreement. Each of the incorporated agreements above is drafted to reference an overarching Legendary Supply Chain Master Agreement. For purposes of an AppExchange installation of the Software where no signed Master Agreement covering the Software exists between you and Legendary, these AppExchange Terms serve as the overarching agreement, and references in the incorporated documents to the "Master Agreement," the "Agreement," the "Reseller Application," or the "Legendary Supply Chain Application" are deemed, with respect to the Software, to mean these AppExchange Terms and the Software, as the context requires.
Order of precedence. In the event of conflict between these AppExchange Terms and an incorporated document, the order of precedence is: (a) a signed Master Agreement covering the Software, if any; (b) a signed Order referencing these AppExchange Terms; (c) these AppExchange Terms; (d) the incorporated agreements identified above.
4. License Grant
4.1 Grant
Subject to your continuous compliance with these AppExchange Terms -- including timely payment of all fees during any paid Subscription -- Legendary grants you a non-exclusive, non-transferable, non-sublicensable, revocable license during the applicable term to install the Software in a Salesforce org for which you hold a current and valid Salesforce subscription, and to permit your Users to use the Software solely for your internal business operations, in accordance with the Documentation and the user counts and other limits set forth in your Order or in the Trial offer.
4.2 Reservation of Rights
Legendary and its licensors retain all right, title, and interest in and to the Software, the Documentation, the LSE namespace, and all related intellectual-property rights. The Software is licensed, not sold. No rights are granted to you other than as expressly set forth in these AppExchange Terms and the incorporated agreements. All rights not expressly granted are reserved.
4.3 Restrictions
You will not, and will not permit any third party or User to:
• copy, modify, translate, or create derivative works of the Software or the Documentation, except as expressly permitted by the Documentation;
• reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, structure, or non-public APIs of the Software, except to the extent applicable law prohibits this restriction;
• rent, lease, lend, sell, sublicense, distribute, publish, transmit, or otherwise make the Software available to any third party, or use it on a service-bureau, time-sharing, hosted, or managed-service basis except for your own internal business operations;
• remove, alter, or obscure any proprietary notices on the Software or the Documentation;
• use the Software to develop a competing product or to benchmark the Software for any competitive purpose;
• exceed the user counts, transaction volumes, or other metrics set forth in your Order or applicable Trial offer;
• create or use any custom objects, fields, or components that materially extend or modify the LSE namespace beyond the scope described in Section 2, except as expressly permitted by Legendary in writing; or
• use the Software in violation of applicable law, the Documentation, any Carrier Terms, or the terms governing the Platform.
5. Salesforce Platform Dependency
The Software is a Salesforce-native managed package that operates exclusively on the Platform. You acknowledge and agree that:
• a current and valid Salesforce subscription with sufficient entitlements is required to install and use the Software, and you are solely responsible for procuring and maintaining that subscription directly with Salesforce, Inc. -- Legendary does not resell, provide, warrant, or guarantee any Salesforce services;
• your use of the Platform and the SFDC Service is governed by the SFDC Service Agreement incorporated in Section 3, as well as your separate agreement with Salesforce, Inc., to which Legendary is not a party;
• the availability, performance, and functionality of the Software depend on the Platform, including Salesforce governor limits, API limits, daily API call allocations, callout limits, asynchronous-job limits, scheduled-job limits, storage limits, and platform maintenance windows; and
• Legendary may modify, deprecate, or discontinue features of the Software in response to changes in the Platform, the Salesforce APIs, the AppExchange program, or Salesforce Security Review requirements, including changes that Salesforce makes without notice to Legendary.
6. Free Trial
6.1 Trial Grant
Legendary may, at its sole discretion, make a Trial of the Software available to you. A Trial is intended solely for your internal evaluation of the Software and is limited to the duration, user count, and feature set designated by Legendary. Legendary may modify, suspend, or end Trial availability -- generally or for any individual Customer -- at any time without notice.
6.2 Trial Restrictions
During a Trial you may not use the Software for any production-critical workload or in a manner that exceeds the scope of internal evaluation. You remain fully responsible for any fees, surcharges, duties, taxes, and other amounts charged by any Carrier or other third party that you incur while evaluating the Software -- a Trial covers your right to use the Software only and does not include any free or discounted Carrier services.
6.3 Conversion to Paid Subscription
Trials do not automatically convert to a paid Subscription. To continue using the Software after a Trial period, you must contact Legendary sales and execute an Order. If a paid Subscription is not in place by the time the Trial expires, your right to use the Software terminates and Legendary may disable your access without notice.
6.4 Trial Provided "AS IS"
TRIAL ACCESS TO THE SOFTWARE IS PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTY OF ANY KIND, AND WITHOUT ANY SUPPORT, SERVICE-LEVEL COMMITMENTS, OR INDEMNIFICATION OBLIGATIONS BY LEGENDARY. To the maximum extent permitted by law, Legendary's aggregate liability arising out of or related to any Trial -- including any liability that survives the Trial -- is limited to one hundred U.S. dollars (US$100).
7. Paid Subscription, Fees, and Payment
7.1 Subscription
Continued use of the Software after a Trial requires a paid Subscription documented in an Order signed by both parties. The Order will specify the user counts, term, billing cycle, fees, and any service-specific terms. Subscription fees are due in advance of the applicable billing period as set forth in the Order.
7.2 Payment Terms
Unless an Order states otherwise, invoices are payable within thirty (30) days of the invoice date. Amounts not paid when due bear interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by applicable law. You are responsible for all costs of collection on past-due amounts, including reasonable attorneys' fees.
7.3 Suspension for Non-Payment
If any undisputed amount remains unpaid for more than fifteen (15) days past the due date, Legendary may, in addition to its other remedies, suspend your access to the Software until all past-due amounts and any reinstatement fees are paid in full. Suspension does not relieve you of your payment obligations for the remainder of the Subscription term.
7.4 Taxes
Fees are exclusive of taxes. You are responsible for all sales, use, excise, value-added, goods-and-services, withholding, and similar taxes assessed in connection with your Subscription, other than taxes on Legendary's net income. If you claim a tax exemption, you must provide a valid exemption certificate acceptable to the relevant taxing authority.
7.5 Adding and Removing Users
You may add Users at any time by contacting your Legendary representative. Added Users are co-terminus with the current Subscription term and prorated for the remainder of the then-current billing cycle. Reductions in user counts effective for the next renewal term must be requested in writing at least ninety (90) days before the renewal date. No refunds are issued for Users removed during a current Subscription term.
7.6 Auto-Renewal
Unless either party gives written notice of non-renewal at least ninety (90) days before the end of the then-current term, each Subscription automatically renews for successive periods of equal length at Legendary's then-current rates.
8. Customer Responsibilities
8.1 Carrier Accounts
You acknowledge that Legendary does not provide, resell, broker, or guarantee any Carrier services. You are solely responsible for:
• establishing, maintaining, and paying for all Carrier Accounts directly with each Carrier;
• complying with all Carrier Terms applicable to each Carrier Account, including the Carrier's tariffs, service guides, conditions of carriage, and acceptable-use policies;
• obtaining, configuring, and securing all credentials, OAuth client identifiers, OAuth client secrets, tokens, account numbers, and other authentication materials required for the Software to interact with your Carrier Accounts; and
• ensuring that the Users you authorize to configure or operate the Software within your Salesforce org are authorized to act on your Carrier Accounts.
8.2 Salesforce Org Administration
You are responsible for administering your Salesforce org, including User provisioning, profiles, permission sets, sharing rules, and all configuration of the Software within the org. You are responsible for the acts and omissions of your Users.
8.3 Shipment Data Accuracy
You are solely responsible for the accuracy and completeness of all data entered into the Software, including shipper and recipient addresses, package weights and dimensions, declared values, item descriptions, harmonized tariff codes, commercial-invoice contents, hazardous-materials declarations, lithium-battery declarations, dry-ice declarations, and any other data transmitted to a Carrier. Inaccurate or incomplete data may result in surcharges, refused shipments, customs delays, regulatory penalties, or third-party liability, none of which is the responsibility of Legendary.
8.4 Regulatory Compliance
You are responsible for compliance with all laws and regulations applicable to your shipping activities, including without limitation the U.S. Hazardous Materials Regulations (49 CFR Parts 100-185), the International Air Transport Association (IATA) Dangerous Goods Regulations, the International Maritime Dangerous Goods (IMDG) Code, U.S. and foreign export-control and economic-sanctions laws (including those administered by OFAC, BIS, and the U.S. Department of State), customs laws, and the import laws of any destination country. The Software's data fields and indicators for hazardous materials, batteries, dry ice, and similar items are convenience features only and do not constitute legal advice, classification, certification, training, or any form of compliance assurance.
8.5 Prohibited Use
You will not use the Software to ship items that any applicable Carrier prohibits, to evade Carrier tariffs or surcharges, to ship items in violation of applicable law, or in support of any unlawful activity.
9. Carrier Services Disclaimer
THE SOFTWARE IS A CONDUIT TO CARRIER APIS. LEGENDARY IS NOT A CARRIER, FREIGHT FORWARDER, CUSTOMS BROKER, OR PARTY TO ANY CONTRACT OF CARRIAGE BETWEEN YOU AND ANY CARRIER. All physical transportation, pickup, handling, sortation, delivery, customs clearance, insurance, refunds, audits, and loss-or-damage claims are performed by, and governed exclusively by the terms of, the applicable Carrier. By using the Software you acknowledge and agree that:
• rates, surcharges, transit times, service availability, and delivery commitments returned through the Software are provided by the Carrier and are estimates or quotations only -- actual amounts billed by the Carrier and actual delivery performance may differ, and the Carrier Terms govern the final amounts charged and service levels delivered;
• labels, tracking numbers, manifests, and other documents generated through the Software are subject to acceptance and validation by the Carrier, and Legendary does not warrant that any label, tracking number, or document generated through the Software will be honored by a Carrier;
• any claim related to a lost, damaged, delayed, refused, or misdelivered shipment, incorrect billing by a Carrier, dimensional reweigh or audit adjustment, customs assessment, duty, tax, or surcharge must be brought against the applicable Carrier under that Carrier's terms, and Legendary has no liability for any such claim;
• Carriers may change their APIs, rate structures, surcharges, service codes, accessorials, authentication mechanisms, or terms at any time, with or without notice, and any such change may affect the operation of the Software;
• any cargo insurance, declared-value coverage, or limit-of-liability protection is provided exclusively by the Carrier (or by a third-party insurer you separately engage), is governed by the applicable Carrier Terms or insurance policy, and is not provided by Legendary; and
• the Software may, from time to time, be unable to communicate with a Carrier's API due to outages, maintenance, authentication failures, or other conditions outside Legendary's control. Legendary has no responsibility for Carrier API availability or behavior.
10. Customer Data, Privacy, and Security
10.1 Customer Data Ownership
As between you and Legendary, you retain all right, title, and interest in and to your Customer Data. You grant Legendary a limited, non-exclusive license to access, process, transmit, and display Customer Data solely as necessary to provide and support the Software and to perform Legendary's obligations under these AppExchange Terms.
10.2 Data Flow to Carriers
You acknowledge that the Software, by its nature, transmits Customer Data -- including shipper and recipient names, addresses, contact information, package contents, declared values, and shipment metadata -- to Carriers and, where applicable, to customs authorities, in order to obtain rates, generate labels, and track shipments. Each Carrier processes that data under its own privacy and data-handling practices, which are outside Legendary's control. You are responsible for obtaining any consents and providing any notices required under applicable privacy laws (including, where applicable, the General Data Protection Regulation, the UK Data Protection Act, the California Consumer Privacy Act, and applicable U.S. state privacy laws) before submitting personal data through the Software.
10.3 Security Posture
The Software is built to operate within the Salesforce security model. Carrier credentials are stored using Salesforce Named Credentials and External Credentials, the Software enforces user-mode SOQL and DML access where supported by the Platform, and it performs object- and field-level access checks at controller entry points. You remain responsible for configuring Salesforce profiles, permission sets, sharing rules, and credential rotation in a manner appropriate for your security and compliance requirements.
10.4 Tracking Event Log Retention
The Software is configured to purge tracking event log records (Shipment_Event_Log__c) older than twenty-one (21) days as part of its standard operation. If you require longer retention, you are responsible for exporting or archiving these records before the retention period elapses.
10.5 Return of Customer Data on Termination
Section 5 of the SFDC Service Agreement (Return of Customer Data) governs the return of Customer Data residing on the Platform. Customer Data stored in your Salesforce org remains with your Salesforce org subject to your subscription with Salesforce, Inc.; Legendary has no ability to extract or restore Customer Data from a Salesforce org to which it does not have authorized access.
11. Updates and Versioning
Legendary periodically releases new versions of the Software through the AppExchange. Upgrades may add, modify, or remove features and may include changes required by Carrier API revisions, Salesforce Platform changes, or Salesforce Security Review. You are responsible for installing upgrades in a timely manner in accordance with the Documentation. Legendary may, after reasonable notice, discontinue support for materially out-of-date versions of the Software. Continued use of an unsupported version is at your sole risk.
12. Support
Legendary provides standard support for the Software as described in the Documentation or the applicable Order. Professional services, including implementation, customization, data migration, and consulting, are not included in the Software license and, if engaged, are governed by the Service Terms incorporated in Section 3 and a separate Statement of Work.
13. Confidentiality
Each party may receive non-public information of the other party that is identified as confidential or that a reasonable person would understand to be confidential under the circumstances ("Confidential Information"). Each party will use the other party's Confidential Information solely to exercise its rights and perform its obligations under these AppExchange Terms, will not disclose it to any third party (other than to its employees, contractors, and advisors with a need to know and bound by confidentiality obligations no less protective), and will protect it with at least the same degree of care it uses for its own confidential information of like importance, but in no event less than reasonable care. Confidential Information does not include information that is or becomes publicly available without breach, was known to the receiving party without confidentiality obligations prior to disclosure, is rightfully received from a third party without restriction, or is independently developed without reference to the disclosing party's Confidential Information. If a party is compelled by law to disclose the other party's Confidential Information, it will provide prompt notice (to the extent legally permitted) and reasonable cooperation to allow the other party to seek protective relief at the disclosing party's expense.
14. Warranties and Disclaimers
14.1 Limited Mutual Warranty
Each party represents and warrants that it has the legal power and authority to enter into these AppExchange Terms.
14.2 Disclaimer
EXCEPT FOR THE EXPRESS LIMITED WARRANTY IN SECTION 14.1, AND TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE SOFTWARE AND ALL RELATED MATERIALS ARE PROVIDED "AS IS" AND "AS AVAILABLE." LEGENDARY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AND QUIET ENJOYMENT. LEGENDARY DOES NOT WARRANT THAT THE SOFTWARE WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF HARMFUL COMPONENTS; THAT ANY CARRIER WILL ACCEPT, HONOR, OR PROCESS ANY LABEL, RATE, OR TRACKING REQUEST GENERATED OR TRANSMITTED THROUGH THE SOFTWARE; OR THAT THE SOFTWARE WILL MEET YOUR BUSINESS OR REGULATORY REQUIREMENTS. THIS SECTION SUPPLEMENTS AND DOES NOT LIMIT THE WARRANTY DISCLAIMERS IN THE INCORPORATED AGREEMENTS.
15. Indemnification
15.1 By Legendary
Subject to the limitations in Section 16, Legendary will defend you against any third-party claim alleging that the Software, as provided by Legendary and used by you in accordance with these AppExchange Terms, infringes a U.S. patent issued as of the date of installation, a U.S. copyright, or a U.S. trade secret, and will pay any damages finally awarded by a court of competent jurisdiction (or amounts in settlement approved in writing by Legendary). Legendary has no obligation under this Section 15.1 to the extent a claim arises from: (a) use of the Software in combination with software, data, or services not provided by Legendary, where the claim would have been avoided but for the combination; (b) modification of the Software by anyone other than Legendary; (c) Customer Data; (d) any Carrier service, Carrier API, or Carrier-provided data; or (e) your use of the Software in breach of these AppExchange Terms. If the Software becomes, or in Legendary's reasonable opinion is likely to become, the subject of an infringement claim, Legendary may, at its option, procure the right for you to continue using the Software, modify the Software to make it non-infringing, or terminate the affected Subscription and refund any prepaid fees for the unused remainder of the term. The foregoing states Legendary's sole liability and your exclusive remedy for any claim of infringement.
15.2 By Customer
You will defend, indemnify, and hold harmless Legendary and its officers, directors, employees, and agents from and against any third-party claim arising out of or related to: (a) Customer Data, including any claim that Customer Data infringes any third-party right or violates any applicable law; (b) your or any User's use of the Software in violation of these AppExchange Terms, the Documentation, applicable law, or any Carrier Terms; (c) any shipment originated, processed, or transmitted through the Software, including claims relating to lost, damaged, delayed, or misdelivered shipments, customs and duty assessments, hazardous-materials violations, export-control or sanctions violations, and any claim brought by a Carrier or a third party arising from the shipment; and (d) any breach by you of your representations or obligations under these AppExchange Terms. You will pay all damages finally awarded against Legendary and reasonable costs and attorneys' fees Legendary incurs in connection with any such claim.
15.3 Procedure
The party seeking indemnification will promptly notify the indemnifying party of the claim, give the indemnifying party sole control of the defense and settlement (provided that any settlement requiring an admission of liability or imposing a non-monetary obligation on the indemnified party requires the indemnified party's prior written consent, not to be unreasonably withheld), and provide reasonable cooperation at the indemnifying party's expense.
16. Limitation of Liability
16.1 Exclusion of Indirect Damages
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER OR TO ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, COVER, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, OR DATA, WHETHER IN AN ACTION IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH DAMAGES WERE FORESEEABLE.
16.2 Aggregate Cap
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE APPEXCHANGE TERMS -- REGARDLESS OF THE FORM OF ACTION AND WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE -- WILL NOT EXCEED THE TOTAL FEES PAID BY CUSTOMER TO LEGENDARY FOR THE SOFTWARE IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE LIABILITY. FOR ANY CLAIM ARISING DURING A TRIAL OR PRIOR TO THE COMMENCEMENT OF A PAID SUBSCRIPTION, THE TRIAL LIABILITY CAP IN SECTION 6.4 APPLIES.
16.3 Carrier Claims Excluded from Cap
For the avoidance of doubt, claims relating to or arising from the acts, omissions, billings, surcharges, audits, services, or performance of any Carrier -- including claims for lost, damaged, delayed, or misdelivered shipments -- are not within the scope of Legendary's liability and are not counted toward the cap in Section 16.2; such claims must be pursued against the applicable Carrier under the applicable Carrier Terms.
16.4 Exceptions
The limitations in Section 16.1 and Section 16.2 do not apply to (a) a party's indemnification obligations under Section 15, (b) a party's breach of its confidentiality obligations under Section 13, (c) Customer's payment obligations under Section 7, or (d) liability that cannot be limited under applicable law.
16.5 Essential Basis
The parties agree that the limitations and exclusions in this Section 16 are an essential basis of the bargain and will apply even if any limited remedy is found to have failed of its essential purpose.
17. Term, Termination, and Suspension
17.1 Term
These AppExchange Terms apply from the earlier of the date you first install the Software or the date you first accept these AppExchange Terms, and continue until terminated as provided herein. Each Trial or paid Subscription has the term set forth in the applicable Trial offer or Order.
17.2 Termination for Cause
Either party may terminate these AppExchange Terms (including all then-active Trials and Subscriptions) for cause upon thirty (30) days' written notice of a material breach by the other party that remains uncured at the end of the notice period. Legendary may also terminate immediately on notice if you breach the license restrictions in Section 4.3, the prohibited-use restrictions in Section 8.5, or your payment obligations in a manner not cured within fifteen (15) days.
17.3 Termination by Salesforce or Loss of Platform Access
Your right to use the Software may be terminated or suspended automatically upon termination or suspension of your subscription to the Platform or to the underlying SFDC Service, including under the circumstances described in the SFDC Service Agreement. No such termination or suspension gives rise to any liability of Legendary to you for a refund or other compensation.
17.4 Effect of Termination
Upon termination or expiration: (a) all licenses granted to you terminate; (b) you must promptly uninstall the LSE Package from each Salesforce org in which it is installed and certify uninstallation in writing on Legendary's request; (c) any fees accrued before the effective date of termination remain payable; and (d) Sections 1, 3, 4.2, 8 through 10, 13 through 16, 17.4, and 18 survive.
18. General
18.1 Governing Law and Venue
These AppExchange Terms are governed by the laws of the State of Tennessee, without regard to its conflict-of-laws principles. Each party irrevocably consents to the exclusive jurisdiction of the state and federal courts located in Sumner County or Davidson County, Tennessee for any dispute arising out of or related to these AppExchange Terms, and waives any objection based on inconvenient forum. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
18.2 Salesforce as Third-Party Beneficiary
Salesforce, Inc. is a third-party beneficiary of these AppExchange Terms solely to the extent these AppExchange Terms incorporate the SFDC Service Agreement.
18.3 Marketing and Use of Name
Legendary may identify you as a customer of the Software, including by use of your name and logo, in customer lists, the AppExchange listing, the Legendary website, and other marketing materials. You may revoke this permission at any time by written notice to Legendary, in which case Legendary will remove such uses from materials produced after the notice (existing produced materials need not be recalled).
18.4 Non-Solicitation
During any active Subscription term and for one (1) year thereafter, you will not directly or indirectly solicit for employment any Legendary employee with whom you had contact in connection with the Software, except through general advertisements not targeted at Legendary employees.
18.5 Independent Contractors
The parties are independent contractors. Nothing in these AppExchange Terms creates a partnership, joint venture, agency, fiduciary, or employment relationship.
18.6 Assignment
You may not assign these AppExchange Terms or any rights or obligations hereunder, by operation of law or otherwise, without Legendary's prior written consent. Legendary may assign these AppExchange Terms in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets or equity. Any unpermitted assignment is void.
18.7 Notices
Notices to Legendary must be sent to Legendary Supply Chain, Inc., Attn: Legal, 100 Country Club Drive, Suite 203, Hendersonville, TN 37075, with a copy to legal@legendarysupplychain.com. Notices to you may be sent to the email address or postal address you provided during installation or in the most recent Order. Notices are effective on receipt.
18.8 Force Majeure
Neither party is liable for any delay or failure to perform (other than a payment obligation) caused by circumstances beyond its reasonable control, including acts of God, war, terrorism, civil disturbance, pandemics, governmental action, labor disputes, internet or telecommunications failures, and failures or changes by third-party providers (including Carriers and Salesforce, Inc.).
18.9 Severability and Waiver
If any provision of these AppExchange Terms is held unenforceable, the remaining provisions remain in full force. A waiver of any default or breach is not a waiver of any subsequent default or breach.
18.10 Export
You will not export, re-export, or transfer the Software or any related technical data in violation of U.S. or other applicable export-control or economic-sanctions laws.
18.11 U.S. Government Users
The Software is "commercial computer software" as that term is defined at 48 C.F.R. 2.101. If acquired by or on behalf of a U.S. government agency, use, duplication, and disclosure are subject to the restrictions of 48 C.F.R. 12.212 or 48 C.F.R. 227.7202, as applicable.
18.12 Entire Agreement; Modifications
These AppExchange Terms, together with the documents incorporated in Section 3 and any Order or signed Master Agreement covering the Software, constitute the entire agreement between the parties regarding the Software and supersede all prior or contemporaneous agreements, proposals, or representations on the subject matter. Legendary may update these AppExchange Terms from time to time by posting an updated version with a new Effective Date; material changes will be communicated by reasonable means, and your continued use of the Software after the updated Effective Date constitutes acceptance. Other amendments must be in a writing signed by both parties. Terms in any purchase order or similar document issued by you that are additional to or different from these AppExchange Terms are rejected and have no effect.
Questions about these AppExchange Terms? Contact legal@legendarysupplychain.com.