THE OH-RES MASTER TERMS & CONDITIONS

2.1 Access to OH-RES Services

Access to OH-RES services including but not limited to EDI platforms, warehouse management systems, tax compliance solutions, and ERP integration tools (collectively "OH-RES Services") requires individual authentication through User Accounts.

2.2 Administrative User

Where Administrative Users are permitted, they may set up accounts for Permitted Users. Customer understands and agrees that it will be solely liable for any improper account setup or management by Administrative Users.

2.3 Security of User Accounts

Customer shall be solely responsible for ensuring Permitted Users properly secure their credentials. Customer shall be responsible for any actions arising from improperly stored or secured credentials.

3.1 EDI and Data Integration Services

OH-RES provides EDI mapping, translation, and integration services to facilitate business document exchange. Where Customer subscribes to EDI Connector services, OH-RES's obligation shall be limited to providing the necessary infrastructure and protocols for data exchange.

3.2 3PL and Warehousing Services

For Customers utilizing OH-RES's physical logistics services:

• (a) OH-RES will exercise reasonable care in handling stored goods
• (b) Customer must declare hazardous materials and provide proper handling instructions
• (c) Inventory management services are subject to cycle count accuracy standards
• (d) Specific terms for physical logistics are detailed in the Warehouse Services Addendum

3.3 ERP Integration Services

OH-RES provides integration services between Customer's ERP systems and OH-RES platforms. Customer acknowledges that ERP system compatibility must be verified before implementation.

3.4 Taxation Solutions

OH-RES provides tax calculation, reporting, and compliance services. Customer understands that:

• (a) OH-RES relies on third-party tax rate databases
• (b) Customer remains ultimately responsible for tax compliance
• (c) Tax laws change frequently; OH-RES provides updates as available

3.5 Third-Party Technology

Certain OH-RES services incorporate technology from third parties ("Technology Providers"). Customer agrees not to attempt to modify, decompile, disassemble, or reverse engineer any Third-Party Technology.

4.1 Customer Data

OH-RES does not claim any title or ownership rights over Customer Data. Customer retains all rights to their business data including transaction data, inventory information, customer records, and financial data.

4.2 Service Usage Data

OH-RES may collect and use anonymized, aggregated service usage data to improve services, develop new features, and for analytical purposes.

5.1 EDI Service Levels

• System availability: 99.5% uptime for core EDI services
• Transaction processing: 95% of transactions processed within 15 minutes of receipt
• Support response: 2-hour response time for critical issues

6.1 Fees

(a) Customer shall pay OH-RES the Fees in the amounts and on such terms as set out in the Service Order Form

(b) Unless otherwise expressly provided, all Fees are expressed in United States Dollars ($USD)

(c) Late payment fee of 1.5% per month may be assessed on overdue amounts

6.2 Overage Fees

Where the Service Order Form provides for fixed quantities and is silent on extra usage, overage fees will be calculated as: (Extra Usage) × (Extended Amount/Quantity × 1.25)

7.1 Term

The Agreement shall be in force for the Term unless earlier terminated as provided by the Agreement.

7.2 Termination for Cause

Either party may terminate if the other party commits a material breach that remains uncured for thirty (30) days after notification.

8.1 Ownership

OH-RES and its licensors retain all right, title and interest in OH-RES Services, including any software, documentation, algorithms, processes, or methodology used in providing services.

9.1 Express Warranties

Each party warrants that it has the power and authority to enter into this Agreement. OH-RES warrants that services shall perform substantially in accordance with documentation.

10.1 Aggregate Liability

The maximum aggregate liability of either party under this Agreement shall be limited to the total fees paid by Customer to OH-RES in the twelve (12) month period preceding the claim.

11.1 Non-Disclosure

Each party shall protect the other's Confidential Information and not disclose it except as necessary for performance of the Agreement.

12.1 OH-RES Indemnification

OH-RES shall defend Customer against claims that OH-RES Services infringe third-party intellectual property rights and indemnify Customer against damages.

13.1 Governing Law

This Agreement shall be governed by and construed under the laws of [Your Jurisdiction].

14.1 "Agreement"

means the combination of a Service Order Form and these Master Terms.

14.2 "Customer Data"

means data provided by Customer to OH-RES as part of Customer's use of OH-RES Services.

14.3 "EDI Services"

means Electronic Data Interchange services including but not limited to document mapping, translation, and exchange.

14.4 "Permitted User"

means individuals authorized by Customer to use OH-RES Services.

14.5 "Service Order Form"

means any ordering document for OH-RES Services.