SMS Terms

Effective Date: May 1, 2026

These Terms of Use (the “Terms”) govern your access to and use of the WareBay website, mobile website, applications, and any related services, features, content, or functionality made available by WareBay ("WareBay," “we,” “us,” or “our”), including any purchases, pickups, deliveries, business buying services, and communications offered through the platform (collectively, the “Services”).

By accessing or using the Services, creating an account, placing an order, or clicking to accept these Terms, you agree to be bound by these Terms and our Privacy Policy. If you do not agree, do not use the Services.

1. Eligibility and Use of the Services

You must be at least 18 years old, or the age of majority in your state of residence, to use the Services or place an order. By using the Services, you represent and warrant that you have the legal capacity to enter into a binding agreement.

You may use the Services only for lawful purposes and in compliance with these Terms. You may not use the Services in any manner that could interfere with, disrupt, damage, disable, overburden, or impair the Services or any third party’s use of the Services.

2. Account Registration and Security

Some features of the Services may require you to create an account. You agree to provide accurate, current, and complete information and to keep that information updated.

You are responsible for maintaining the confidentiality of your login credentials and for all activity that occurs under your account. You must promptly notify us of any unauthorized access to or use of your account.

We reserve the right to suspend or terminate accounts, refuse service, remove content, or cancel orders if we reasonably believe these Terms have been violated or if necessary to protect WareBay, our users, suppliers, warehouses, or other third parties.

3. Marketplace and Inventory Nature of the Services

WareBay operates a commerce platform focused on warehouse-direct inventory, including consumer purchases and certain business or bulk purchases. Product availability, pricing, pickup eligibility, shipping eligibility, lead times, and service availability may vary by item, location, and supplier.

Product listings may identify inventory that is stocked in or available through one or more warehouse locations. References to inventory, availability, warehouse location, pickup windows, delivery timing, or estimated savings are informational and may change before checkout or fulfillment.

We may source, fulfill, ship, or make products available for pickup through WareBay, affiliated entities, suppliers, logistics providers, warehouse operators, or other partners. At this time, third-party sellers are not permitted to independently list products on the platform unless expressly authorized by WareBay in writing.

4. Product Information and Availability

We strive to provide accurate descriptions, images, measurements, specifications, pricing, availability, and other product information. However, product information may contain typographical errors, inaccuracies, omissions, or outdated information.

Colors and appearance may vary depending on your device, display settings, and manufacturing variation. Dimensions, weights, materials, packaging, and functionality may vary slightly from what is displayed.

All products are subject to availability. We do not guarantee that any item will be in stock, available for pickup, or available for delivery at any given time. We reserve the right to limit quantities, discontinue products, substitute packaging, update listings, correct errors, and cancel or refuse any order.

5. Pricing; Corrections; Taxes

All prices are shown in U.S. dollars unless otherwise stated. Prices, discounts, promotions, shipping charges, pickup discounts, handling fees, surcharges, and availability are subject to change at any time without notice.

Any reference price, retail price, compare-at price, estimated savings, or similar statement is provided for informational purposes and may be based on one or more factors, including supplier information, recent market pricing, historical pricing, or comparable-item pricing.

Despite our efforts, some items may be incorrectly priced or described. We reserve the right to correct any pricing, listing, or promotional errors and to cancel or refuse orders arising from such errors, including after an order has been submitted.

Applicable sales, use, excise, or other taxes will be added as required by law.

6. Orders and Acceptance

Your order is an offer to purchase. An order is not accepted until we confirm acceptance or ship the product, make the product available for pickup, or otherwise process the order.

After you submit an order, you may receive an email acknowledging receipt. That acknowledgment does not constitute acceptance. We may accept or reject any order in our discretion, including for availability issues, pricing errors, suspected fraud, pickup limitations, shipping restrictions, or business/commercial restrictions.

We may limit order quantities, per-person purchases, per-account purchases, per-address purchases, or orders that appear to be placed by dealers, resellers, exporters, or unauthorized intermediaries.

7. Payment

By submitting payment information, you represent and warrant that you are authorized to use the selected payment method and authorize us and our payment processors to charge the full amount due, including product prices, taxes, shipping, pickup-related fees, storage charges, redelivery fees, or other disclosed charges.

We may use third-party payment processors. Your payment may be subject to the terms and privacy policies of those processors.

If a payment is declined, reversed, charged back, or otherwise not successfully settled, we may cancel your order, delay fulfillment, revoke credits, or recover amounts owed.

8. Pickup Orders

Certain products may be offered for pickup from designated warehouse or pickup locations. Pickup availability, time windows, identification requirements, loading limitations, vehicle requirements, labor assistance, and hold periods may vary by location.

You are responsible for:

• confirming that your vehicle, labor, and equipment are sufficient to safely transport the product;

• arriving during the designated pickup window with any required order confirmation and government-issued identification;

• inspecting the product at pickup to the extent permitted;

• complying with all on-site safety rules and instructions.

Unless otherwise stated, risk of loss and title for pickup orders pass to you when the product is released to you, your designee, your carrier, or otherwise made available at the pickup location.

If you fail to pick up an order within the stated hold period, we may cancel the order, charge restocking or storage fees where permitted, or dispose of the product in accordance with applicable law and our policies. Unless otherwise stated on the product page, at checkout, or in your pickup notice, pickup orders will generally be held for up to five (5) business days after the first available pickup date. Beginning after that hold period, storage fees may apply where permitted by law. If an order is not picked up and is canceled, a restocking fee may apply as disclosed at checkout or in our Return Policy.

9. Delivery; Shipping; Risk of Loss

Delivery estimates are estimates only and are not guaranteed unless expressly stated otherwise. Delivery timing may be affected by inventory availability, warehouse processing, carrier scheduling, weather, demand, address verification, access limitations, and other factors.

You are responsible for providing accurate delivery information and ensuring safe and lawful access to the delivery location. Additional charges may apply for redelivery, missed appointments, remote areas, stairs, elevators, gated access, inside delivery, assembly, or special handling.

Unless otherwise required by law or expressly stated in writing, risk of loss and title pass to you upon delivery to the address provided, or if applicable, to the carrier.

10. Business Buying; Resale; Commercial Use

WareBay may offer features, pricing, or inventory access designed for businesses, institutions, project buyers, or bulk purchasers. Additional terms may apply to business buying accounts, volume pricing, custom quotes, tax exemption documentation, resale certificates, freight, lead times, deposits, and cancellation rights.

Unless expressly authorized in writing, you may not use the Services for unauthorized resale, export, diversion, or any unlawful commercial purpose.

We reserve the right to classify accounts or transactions as consumer or business in our reasonable discretion.

11. Returns, Refunds, Cancellations, and Restocking

All returns, refunds, exchanges, cancellations, pickup no-shows, damaged-item claims, shortage claims, and restocking matters are subject to WareBay’s then-current Return Policy and any product-specific terms disclosed at checkout or on the product page.

Unless a product page, checkout page, promotional terms, or supplier-specific disclosure states otherwise, the following standard rules apply:

• return requests for eligible items must generally be initiated within 30 days after delivery or pickup;

• items must be returned in unused condition, with original packaging and all included parts and accessories, unless the item arrived damaged or defective;

• final sale, clearance, made-to-order, personalized, perishable, hygiene-sensitive, hazardous, or otherwise restricted items may not be returnable;

• original shipping, delivery, assembly, expedited handling, and similar service fees are generally non-refundable unless required by law or caused by our error;

• return shipping, pickup return logistics, or restocking fees may apply where disclosed.

You must inspect items promptly upon delivery or pickup and report visible damage, shortages, or incorrect items within 48 hours after receipt, or within any longer period required by applicable law or stated in our policies.

Approved refunds may be issued to the original payment method unless otherwise required by law.

12. Marketing Communications; SMS; Email Subscriptions; Promotions

By providing your email address, you agree that we may send you transactional communications related to your account, orders, pickups, deliveries, returns, and customer service, and, where permitted by law, marketing emails subject to your unsubscribe rights.

If you opt in to receive marketing or promotional text messages from WareBay, you consent to receive recurring autodialed or automated marketing text messages at the mobile number you provided, subject to applicable law. Consent is not a condition of purchase. Message and data rates may apply. Message frequency may vary. You may opt out at any time by replying STOP or by following other instructions we provide. You agree to notify us if your mobile number changes.

We may maintain email subscriptions, customer accounts, and free membership registration features. Unless expressly stated otherwise, creating an account or joining a free membership program does not create a paid subscription, recurring billing obligation, or automatic renewal commitment.

Promotions, coupons, discount codes, referral programs, pickup discounts, loyalty benefits, store credits, and similar offers are subject to separate terms and may be modified or discontinued at any time.

Promotional offers:

• may be limited by time, location, inventory, account, payment method, or eligibility;

• may not be combined unless expressly permitted;

• have no cash value unless required by law;

• may be revoked if obtained or used fraudulently, abusively, or in violation of applicable terms.

13. User Content and Reviews

You may submit reviews, ratings, comments, images, feedback, suggestions, or other content (“User Content”). By submitting User Content, you grant WareBay a non-exclusive, worldwide, royalty-free, fully paid, transferable, sublicensable license to use, host, store, reproduce, modify, adapt, publish, translate, distribute, display, and otherwise exploit the User Content in connection with the Services and our business.

You represent and warrant that:

• you own or control the rights to the User Content;

• the User Content is accurate to the best of your knowledge;

• the User Content does not violate any law or third-party rights;

• the User Content is not defamatory, fraudulent, misleading, obscene, harassing, infringing, or otherwise objectionable.

We may remove or refuse to display any User Content at any time, but we are not obligated to do so.

14. Prohibited Conduct

You agree not to:

• use the Services for unlawful, fraudulent, deceptive, or abusive purposes;

• impersonate any person or entity or misrepresent your affiliation;

• interfere with the operation or security of the Services;

• scrape, crawl, data-mine, mirror, or harvest content or information from the Services except as permitted by applicable law or our written consent;

• upload malicious code, viruses, or harmful material;

• attempt to bypass access controls or test vulnerabilities without authorization;

• use automated means to place orders, reserve inventory, or manipulate listings, pricing, reviews, or availability;

• engage in resale, arbitrage, chargeback abuse, or pickup abuse contrary to these Terms.

15. Intellectual Property

The Services and all related content, trademarks, logos, graphics, text, software, designs, interfaces, and other materials are owned by WareBay or its licensors and are protected by intellectual property and other laws.

Except for the limited right to use the Services in accordance with these Terms, no right, title, or interest is granted to you.

16. Privacy

Your use of the Services is also subject to our Privacy Policy, which describes how we collect, use, disclose, and protect personal information.

17. Electronic Communications and Signatures

By using the Services, creating an account, or placing an order electronically, you consent to receive communications from us electronically, including by email, text message, app notification, or through your account, as permitted by law.

You agree that electronic communications, disclosures, notices, records, and signatures satisfy any legal requirement that such communications be in writing, to the extent permitted by applicable law.

18. Third-Party Services and Links

The Services may contain links to third-party websites, tools, content, payment processors, logistics providers, sellers, or services. We do not control and are not responsible for third-party services, and your use of those services may be governed by separate terms and privacy policies.

19. Disclaimers

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES, ALL PRODUCTS, ALL CONTENT, AND ALL RELATED FUNCTIONALITY ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS.

WAREBAY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF HARMFUL COMPONENTS, OR THAT PRODUCT LISTINGS, PRICING, INVENTORY STATUS, DELIVERY ESTIMATES, PICKUP WINDOWS, OR OTHER CONTENT WILL ALWAYS BE ACCURATE, COMPLETE, OR CURRENT.

SOME JURISDICTIONS DO NOT ALLOW CERTAIN DISCLAIMERS, SO SOME OF THE ABOVE MAY NOT APPLY TO YOU.

20. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, WAREBAY AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, SELLERS, WAREHOUSE OPERATORS, LOGISTICS PARTNERS, AND LICENSORS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, DATA, OR USE, ARISING OUT OF OR RELATED TO THE SERVICES, ANY PRODUCT, ANY ORDER, ANY PICKUP, ANY DELIVERY, OR THESE TERMS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, OUR TOTAL LIABILITY FOR ANY CLAIM ARISING OUT OF OR RELATING TO THE SERVICES OR THESE TERMS WILL NOT EXCEED THE GREATER OF (A) THE AMOUNT YOU PAID TO WAREBAY FOR THE APPLICABLE ORDER GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS (US $100).

THE FOREGOING LIMITATIONS APPLY TO THE MAXIMUM EXTENT PERMITTED BY LAW.

21. Indemnification

You agree to defend, indemnify, and hold harmless WareBay and its affiliates, officers, directors, employees, agents, suppliers, sellers, warehouse operators, logistics partners, and licensors from and against any claims, losses, liabilities, damages, judgments, awards, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to your use of the Services, your User Content, your violation of these Terms, or your violation of any law or third-party rights.

22. Dispute Resolution; Arbitration; Class Action Waiver

Please read this section carefully. It affects your legal rights.

To the maximum extent permitted by law, you and WareBay agree that any dispute, claim, or controversy arising out of or relating to these Terms, the Services, any order, any pickup, any delivery, or any relationship between you and WareBay that cannot be resolved informally will be resolved by binding individual arbitration, and not in court, except that either party may bring an individual claim in small claims court if it qualifies.

Before initiating arbitration, the party seeking relief must first send the other party a written notice of dispute describing the claim and requested relief. The parties will attempt in good faith to resolve the dispute informally for at least 30 days.

If the dispute is not resolved, arbitration will be administered by the American Arbitration Association (“AAA”) under its applicable consumer or commercial arbitration rules, as applicable, unless the parties agree otherwise. Arbitration will be conducted by a single arbitrator in English, and may be conducted remotely unless the arbitrator requires otherwise.

You and WareBay each waive any right to a jury trial and any right to participate in a class action, class arbitration, private attorney general action, consolidated action, or representative proceeding, to the maximum extent permitted by law.

If the class action waiver is found unenforceable as to any claim or request for relief, then that claim or request for relief shall be severed and litigated in court, and the remaining claims shall be arbitrated.

Notwithstanding the foregoing, either party may seek temporary or preliminary injunctive relief in a court of competent jurisdiction to protect intellectual property, confidential information, or platform security pending completion of arbitration.

23. Governing Law

These Terms and any dispute between you and WareBay will be governed by the laws of the State of California, without regard to conflict of law principles, except to the extent superseded by the Federal Arbitration Act or other applicable law.

Subject to the arbitration provisions above, any action permitted to proceed in court shall be brought exclusively in the state or federal courts located in Los Angeles County, California, and you consent to the personal jurisdiction of those courts.

24. Termination

We may suspend or terminate your access to the Services at any time, with or without notice, if we believe you have violated these Terms, pose a risk to WareBay or others, or if required for legal, operational, or security reasons.

Sections that by their nature should survive termination will survive, including provisions regarding payment obligations, intellectual property, disclaimers, limitations of liability, indemnification, dispute resolution, and governing law.

25. Changes to the Terms

We may update these Terms from time to time. The updated Terms will become effective when posted, unless otherwise stated. Your continued use of the Services after the effective date of updated Terms constitutes your acceptance of the updated Terms.

If we make material changes, we may provide additional notice as required by law.

26. Miscellaneous

These Terms, together with any policies or additional terms expressly incorporated by reference, constitute the entire agreement between you and WareBay regarding the Services.

If any provision of these Terms is held invalid or unenforceable, the remaining provisions will remain in full force and effect.

Our failure to enforce any provision is not a waiver of that provision.

You may not assign these Terms without our prior written consent. We may assign these Terms freely in connection with a merger, acquisition, corporate reorganization, or sale of assets.

27. Contact Information

WareBay
Customer Support / Legal
Email: team@warebay.com

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Optional Additional Terms to Add Depending on Business Model