BY ACCEPTING THESE TERMS VIA (1) CLICKING A BOX INDICATING ACCEPTANCE, (2) EXECUTING AN ORDER FORM THAT REFERENCES THIS THESE TERMS, (3) ACCESSING OR USING THE PLATFROM OR (4) USING FREE OR TRIAL SERVICES, THE CUSTOMER AGREES TO BE BOUND BY AND COMPLY WITH THESE PLATFORM TERMS (AS THAT TERM IS DEFINED BELOW) AS UPDATED FROM TIME TO TIME. IF YOU DO NOT ACCEPT AND AGREE TO BE BOUND BY THESE PLATFORM TERMS, PLEASE DO NOT USE OUR WEBSITE, PACKAGEX PLATFORM OR OUR SERVICES. IF THE INDIVIDUAL ACCEPTING THIS AGREEMENT IS ACCEPTING ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, SUCH INDIVIDUAL REPRESENTS THAT THEY HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERM “CUSTOMER” SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF THE INDIVIDUAL ACCEPTING THIS AGREEMENT DOES NOT HAVE SUCH AUTHORITY, OR DOES NOT AGREE WITH THESE TERMS AND CONDITIONS, SUCH INDIVIDUAL MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICES.

PackageX Inc’s direct competitors are prohibited from accessing the Platform and its Services, except with PackageX’s prior written consent. In addition, the Services may not be accessed for purposes of monitoring their availability, performance or functionality, or for any other benchmarking or competitive purposes.

1. GENERAL.

1.1
PackageX, Inc. (“PackageX”, “Company”, “We” “Us”, or “Our”) has developed a set of mobile and web applications, APIs, SDKs, tools, code, technology, content, websites and services that enables others to modernize logistics operations across inventory, fulfillment, shipping, delivery and receiving operations by granting greater visibility, increased efficiency, and superior experience on a unified platform (“PackageX Platform” or “Platform”).
1.2
To use the Platform, the customer (“Customer”, “You”) must agree to these Platform terms (“Platform Terms” or “Agreement”), as well as all other applicable terms of use and agreements. This may include the PackageX Software Terms, PackageX API License Agreement, PackageX Couriers Agreement, PackageX Senders Agreement, Couriers Terms of Use, Senders Terms of Use, and any other terms including that of third-party service providers used by PackageX that may be applicable to you (Please see Section 3 for more details). Customer and PackageX are each referred to individually as a “Party”, and collectively as the “Parties”.
1.3
You must also comply with the applicable requirements in our API Documentation and those made available on our Website Developer Page for Developers (collectively the “Developer Docs”).
1.4
Your access to and use of the PackageX Platform and its Services is subject to PackageX Privacy Policy (“Privacy Policy”), which is incorporated herein by reference.
1.5
These Platform Terms shall apply to all current and future business transactions between the Parties, even if no express reference is made to them and even if the Customer's terms and conditions have been referred to and have not contradicted in the correspondence between the Parties. Deviations from these Platform Terms, supplementary agreements or any conflicting terms and conditions of the Customer shall only be effective if they have been confirmed by PackageX in writing or if a reference has been made to them in the individually agreed contract governing the basic commercial issues ("Customer Contract" or “Order”).
1.6
Except where prohibited by applicable law, PackageX reserves the right to change these Platform Terms at any time without notice. Your continued use of the Platform after any changes to these Platform Terms indicates your acceptance of such changes. It is your responsibility to review these Platform Terms regularly for any changes. PackageX reserves the right to change any information, material or content contained on or provided through the Platform (the “Content”) at any time, and from time to time, without notice.
1.7
The PackageX Platform is not for persons under the age of 13 or for any users previously suspended or removed from the service by PackageX. If you are under 18 years of age, you must not use or access the Platform at any time or in any manner. By accessing the Platform or using the Service, you affirm that you are at least 18 years of age.
1.8
If you fail to comply with these Platform Terms or any other applicable terms or policies, we may suspend or terminate your App, access, or account.
1.9
Capitalized terms not otherwise defined herein have the meaning given in our other terms and policies. The term “including” means “including without limitation".

2. DEFINITIONS.

2.1 "Access Rights"

"Access Rights" are contractual rights to access and receive access to the Subscription Services according to the technical procedures and protocols established according to this Agreement. The scope of any particular Access Rights may be further defined by the terms the applicable Order pursuant to which such Access Rights are purchased.

2.2 "Additional Services"

"Additional Services" means services that are related to Customer’s use of the Subscription Services, which may include without limitation, implementation, configuration, product enhancement, training or business consulting services, which may be offered on a one-time or subscription basis.

2.3 "Affiliate"

"Affiliate" means any entity controlled by, controlling, or under common control with a party to this Agreement during the period such control exists, where “control” means the power to direct the operation, policies and management of an entity through the ownership of at least fifty percent (50%) of the voting stock or other ownership interests of such entity or the ability, by voting securities, contract or otherwise, to elect a majority of the board of directors or other governing body of such entity or to direct or cause the direction of the management and policies of such entity.

2.4 "Account"

“Account” means any accounts or instances created by or on behalf of Customer or its Users within the Services.

2.5 "Additional Services"

“Additional Services” means any other services not specifically defined herein.

2.6 "API"

“API” means the Company application programming interface that is made available to a Licensee.

2.7 "API Services"

"API Services” means any offering by PackageX using its APIs only to a Customer.

2.8 "Applicable Data Protection Laws"

"Applicable Data Protection Laws” means applicable laws and regulations including (where applicable) the EU General Data Protection Regulation (2016/679) and any applicable national implementing laws (including the UK Data Protection Act 2018), in eachcase as amended, consolidated, re-enacted or replaced from time to time.

2.9 "Authorized Users"

“Authorized Users” means employees or contractors who are acting on Customer’s behalf within the scope of access rights granted to Customer under this Agreement.

2.10 "Carrier"

“Carrier” means any commercial entity providing Shipping Services using PackageX Platform.

2.11 "Courier"

“Courier” means any commercial entity providing Delivery Services using PackageX Platform

2.12 "Customer"

“Customer” means the entity who executes an Order for Services.

2.13 "Customer Data"

“Customer Data” has the meaning ascribed to it in Section 8.1 of this Agreement.

2.14 "Customer Meta-Data"

“Customer Meta-Data” means meta-data derived from Customer Data which may include, by way of example only, file modification dates, audit trails, and the number of times a file has been accessed).

2.15 "Deliverables"

“Deliverables” has the meaning ascribed to it in Section 4 of this Agreement.

2.16 "Delivery Services"

“Delivery Services” means provision of pick up, transport and delivery service for parcels and packages by a Courier using PackageX Platform.

2.17 "Documentation"

“Documentation” means the user guidelines and other user documentation related to the use or operation of the Subscription Services, each as officially published and made available by PackageX electronically via the Services or otherwise in writing.

2.18 "Non-Identifiable Aggregated Data"

“Non-Identifiable Aggregated Data” means anonymized generic statistical information derived from such Customer Meta-Data (but not the Customer Data itself) aggregated with statistical information from other customers.

2.19 "Order"

“Order” means any of Our generated service order forms executed or approved by You or presented at any checkout with respect to Your subscription to a Service, which may detail, among other things, the number of Users authorized to use a Service under Your subscription to a Service and the plan or pricing applicable to Your subscription to a Service.

2.20 "Sender"

“Sender” means those Customers or Users that procure Services to pick-up, carry or deliver property and goods using Couriers or generate shipping labels using postal logistics services offered by Carriers.

2.21 "Services"

“Services” means the Subscription Services, API Services, Delivery Services, Shipping Services and/or the Additional Services that are ordered by You online through a link or via any Order or agreement referencing these Platform Terms, whether on a trial or paid basis, and made available online by Us, via the applicable subscriber login link or other web pages designated by Us including, individually and collectively, the applicable Software, updates, API, Documentation, and all applicable associated Services that You have purchased or deployed or to which You have subscribed. From time to time the names and descriptions of the Services or any individual Service may be changed. To the extent Subscriber is given access to such Service as so described by virtue of a prior Order or other prior acceptance of these Terms, these Terms shall be deemed to apply to such Service as newly named or described.

2.22 "Shipping Services"

“Shipping Services” means generate and purchase shipping labels from various postal logistics services providers integrated with PackageX Platform.

2.23 "Software"

“Software” means PackageX proprietary platform of mobile or web applications, servers, software and technology that is hosted, served, or managed by PackageX or its third-party service provider and furnished to Customer to use any functionality in connection with the applicable Service.

2.24 "Subscription Services"

“Subscription Services” means the particular online services identified in an Order, to be performed by means of PackageX’s proprietary methodologies and systems, to which Access Rights are purchased by Customer, and to which access is provided by PackageX via its applications and Website.  Customer acknowledges that the Subscription Services may include access to particular functional modules of the Software or API, but not to other modules, as may be indicated in the applicable Order.

2.25 "Subscription Term"

“Subscription Term” means the subscription term identified in the applicable Order.

2.26 "Software"

"Term” has the meaning ascribed to it in Section 11.1.

2.27 "Trial Services"

“Trial Services” has the meaning ascribed to it in Section 6.3.

2.28 "Order"

“Order” means an order for the purchase of Services that is executed by PackageX and Customer or its Affiliates.

2.29 "Website"

“Website” means a website operated by the PackageX including https://packagex.io, as well as all other websites that PackageX may operate.

2.30 "User"

“User” means Authorized Users.

3. SERVICES.

3.1
The Services to be provided by PackageX to the Customer are described conclusively in the Customer Contract.  In a modular structure according to contractual agreement, PackageX offers, among others, the following services:

3.1.1. Receive.

Digitize your receiving operations with PackageX Receive, a package management system for automated logistics operations.

3.1.2 Dispatch.

Our shipping App automates the shipping label generation and provides the best shipping and delivery services at competitive rates.

3.1.3 Inventory.

PackageX Inventory is quick inventory management software to scan and track your inventory across single or multiple sites.

3.1.4 OCR API.

PackageX is providing seamless OCR API integration that scans everything that is available on the shipping label.

3.1.3 Warehouse Management System.

With PackageX Apps and APIs, you can streamline your warehouse operations management and scan multiple packages in one go.

3.1.3 E-Commerce.

PackageX Apps and APIs offer advanced eCommerce logistics solutions to retailers and store owners.

3.1.3 Mailroom.

PackageX mailroom management software can automate your mailroom and package operations leading to improved productivity and efficiency.

3.2
The Services described above may be limited, discontinued, or extended by from time to time. Your use of the Services is at your sole risk. The Services are provided on an “as is” and “as available” basis. You understand and agree that we shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to any loss of profit, loss of goodwill, loss of business reputation, loss of data, cost of procurement of substitute goods or services, or other intangible loss, resulting from (i) the Services (ii) the results of the Services  (iii) the use or the inability to use the Services; (iv) any changes which we may make to the Services, or any permanent or temporary termination of the Services; (v) or any other matter relating to the services.
3.3
The Services described above may be limited, discontinued, or extended by from time to time. Your use of the Services is at your sole risk. The Services are provided on an “as is” and “as available” basis. You understand and agree that we shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to any loss of profit, loss of goodwill, loss of business reputation, loss of data, cost of procurement of substitute goods or services, or other intangible loss, resulting from (i) the Services (ii) the results of the Services  (iii) the use or the inability to use the Services; (iv) any changes which we may make to the Services, or any permanent or temporary termination of the Services; (v) or any other matter relating to the services.
3.4
We use third-parties for offering and provision of Shipping Services and Delivery services therefore, we are not liable for any-third third-party service provider's failure to complete the delivery process on time. We are not responsible for the delivery within the estimated time or date specified. The delivery time is estimated and is not warranted in any manner.
3.5
If you are a Customer using any API Services, the Platform Terms shall expressly include the terms of the PackageX API License Agreement.  You acknowledge and agree that PackageX may, now or in the future, set and enforce limits on your use of the APIs (e.g. limiting the number of API requests that you may make or the number of users you may serve), in our sole discretion. In addition, you acknowledge and agree we may withdraw your access to the APIs in our sole discretion. You agree to, and will not attempt to circumvent, such limitations. If you would like to use any API beyond these limits, you must obtain PackageX’s express consent in writing (and PackageX may decline such request or condition acceptance on your agreement to additional terms and/or charges for that use).  Our APIs may access third-party APIs to complete an API request. Third-party APIs may require separate agreements, are not governed by the Terms, and PackageX makes no representation of performance for third-party APIs. (These APIs may facilitate order sources, shipping carriers or other order fulfillment functions).
3.6
If you are a Customer or User using Shipping Services or Delivery Services, then you will be treated as a Sender and the Platform Terms shall expressly include the terms of the PackageX Senders Agreement and Senders Terms of Use.
3.7
If you are a Customer or User providing Delivery Services, then you will be treated as a Courier and the Platform Terms shall expressly include the terms of the PackageX Couriers Agreement and Couriers Terms of Use.
3.8
If you are a Customer using any Software mobile or web application developed by PackageX then the Platform Terms shall expressly include the terms of the PackageX Software Terms and the PackageX Mobile EULA.

4. PRICES.

The prices and features for majority of our various Services are available on our Website. We reserve the right to change the prices and features of the services at any time without prior notice. APIs are typically priced on a per transaction basis (which we call Tasks), monthly/annual subscription, and/or fixed-fee plans. Pricing for our APIs is published on website or negotiated through a separate contractual agreement with PackageX. A single Task can constitute one or more multiple API calls depending on the use case and logistics operation.

5. ORDERS.

Subject to the Platform Terms, PackageX agrees to sell, and Customer agrees to purchase, Access Rights for Subscription Services, and other Services, each as identified in an Order.  Each Order shall be binding upon the parties only after mutual execution and each Order shall be considered an integral part of the Platform Terms.  In the event of a conflict between the provisions of the Agreement and the terms of any Order, the Order shall take precedence but only for the Services ordered therein.  No pre-printed or “boilerplate” provisions of any purchase order or other document provided by Customer with or as part of any Order or Statement of Work shall be binding upon PackageX. Customer’s Affiliates may enter into Orders, subject to the terms and conditions of the Platform Terms. By executing an Order, such Affiliate shall be deemed to be “Customer” for the purposes of this Order and agrees to be bound by all terms, conditions and obligations of Customer contained in the Platform Terms and the applicable Order.

6. SUBSCRIPTION SERVICES.

6.1 Access to the Subscription Services.

During the Subscription Term, PackageX agrees to provide Customer with access to certain features and functions of the Software, as set forth in an Order. Customer may only access the Subscription Services during the Subscription Term and may only use the Software for its internal business use and subject to any use restrictions set forth in the Order.

6.1.1. Service Levels and Support.

PackageX will support the Subscription Services in accordance with PackageX’s standard service level agreement attached hereto as Exhibit A (the“SLA”).

6.1.2. Authorized Users.

Customer’s Authorized Users may access the Subscription Services solely through use of a web browser and the login credentials provided by PackageX to Customer. Customer is fully responsible for compliance with this Agreement by, as well as the acts and omissions of, all users who access the Subscription Services under their Authorized User login credentials, to the full extent as if such end users are employees or agents acting on Customer’s behalf within the scope of their duties. Customer shall not authorize access to or permit use of the Subscription Services by persons other than Authorized Users. Except as set forth in an Order, Customer shall ensure that no more than one Authorized End User will have access to or will use each Authorized User login credentials. PackageX may, at any time and without any liability to Customer, suspend an end user’s access to the Subscription Services in the event PackageX reasonably believes that such end user has violated any provision of this Agreement.

6.1.3. Documentation.

PackageX grants to Customer a non-exclusive, non-transferable, non-sublicensable right and license during the Subscription Term to reproduce copies of its Documentation, solely for use by Customer in connection with the exercise of rights granted in this Agreement. No right is granted to distribute, publish, modify, adapt, translate or create derivative works of the Documentation. Customer shall accurately reproduce all proprietary notices, including any copyright notices, trademark notices or confidentiality notices that are contained within any copies of the Documentation.

6.1.4. Procedures and Technical Protocols.

PackageX will specify to Customer procedures according to which Customer may access and use the Subscription Services, including, without limitation, provision of any access codes, passwords, technical specifications, connectivity standards or protocols, or any other relevant procedures, to the limited extent any of the foregoing may be necessary to enable to allow Customer Content to be sent to the Subscription Services.

6.1.5. Hosting; Access.

During the Subscription Term, PackageX will host, operate, and maintain the Software. PackageX will perform routine backups of the Software. If any Customer Data is corrupted, lost, or deleted from the Software, PackageX’s sole responsibility shall be to use reasonable efforts to restore promptly any Customer Data from backup media as soon as practicable. Customer acknowledges that it is primarily responsible for backing up the Customer Data and that PackageX will not have any liability to Customer for any failure to provide a backup of Customer Data except as set forth in the preceding sentence. Customer is responsible for procuring and operating all computer systems, software, and telecommunications services required to meet the minimum technical specifications necessary to access and use the Subscription Services. The Subscription Services operate on one or more third party cloud computing platforms and PackageX shall have the right to change or add to the cloud computing platforms on which its Subscription Services operate.

6.1.6. Modifications.

PackageX may make modifications to the Subscription Services without prior notice to Customer, including without limitation security patches, added functionality, and other enhancements.

6.2 Restrictions.

Customer shall not, directly or indirectly: (i) remove any notice of proprietary rights from the Subscription Services, (ii) modify or reverse engineer any part of the Subscription Services, (iii) except to the limited extent applicable laws specifically prohibit such restriction, decompile, attempt to derive the source code or underlying ideas or algorithms of any part of the Subscription Services, attempt to recreate the Subscription Services or use the Subscription Services for any competitive purpose, (iv) copy, modify, translate or otherwise create derivative works of any part of the Subscription Services, (v) sell, resell, encumber, rent, lease, time-share, distribute, transfer or otherwise use or exploit or make available any of the Subscription Services to or for the benefit of any third party, or (vi) use the Subscription Services to infringe on the intellectual property rights, publicity rights, or privacy rights of any third party, or to store defamatory, trade libelous, or otherwise unlawful data. Customer’s authorized use of the Subscription Services is subject to the purchased quantities and features set forth in the applicable Order for the Subscription Services, and any usage guidelines and acceptable use policies to the extent applicable to Customer’s use of the Subscription Services.

6.3 Trial Services.

If Customer is using a free trial, proof of concept version of the Subscription Services, a beta version of the Subscription Services, or using the Subscription Services on any other free-of-charge basis as specified in an Order including any related support services to the extent provided by PackageX in its sole discretion (collectively, “Trial Services”), PackageX makes such Trial Services available to Customer until the earlier of (i) the end of the free trial or proof of concept period or beta testing period as communicated by PackageX, (ii) the start date of any purchased version of such Subscription Services, or (iii) written notice of termination from PackageX (“Trial Services Period”). PackageX grants Customer, during the Trial Services Period, a non-exclusive, non-transferable license (without the right to sub-license) to access and use the Trial Services for Customer’s internal evaluation purposes in accordance with the Documentation. Customer is authorized to use Trial Services only for evaluation and not for any business or productive purposes, unless otherwise authorized by PackageX in writing. Any data Customer enters into the Trial Services and any configurations made to the Trial Services by or for Customer during the term of such Trial Services will be permanently lost unless Customer (a) has purchased a subscription to the same Subscription Services as covered by the Trial Services or (b) exports such data or configurations before the end of such free period. There is no guarantee that features or functions of the Trial Services will be available, or if available will be the same, in the general release version of the Service, and Customer should review the Service features and functions before making a purchase. PackageX will be under no obligation to provide Customer any maintenance or support services with respect to the Trial Services. NOTWITHSTANDING ANYTHING TO THE CONTRARY, PACKAGEX PROVIDES THE TRIAL SERVICES “AS IS” AND “AS AVAILABLE” WITHOUT ANY WARRANTIES OR REPRESENTATIONS OF ANY KIND. TO THE EXTENT PERMITTED BY LAW, PACKAGEX DISCLAIMS ALL IMPLIED WARRANTIES AND REPRESENTATIONS, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. CUSTOMER ASSUMES ALL RISKS AND ALL COSTS ASSOCIATED WITH ITS USE OF THE TRIAL SERVICES. CUSTOMER’S SOLE AND EXCLUSIVE REMEDY IN CASE OF ANY DISSATISFACTION OR PACKAGEX’S BREACH OF THE AGREEMENT WITH RESPECT TO SUCH TRIAL SERVICES IS TERMINATION OF THE TRIAL SERVICES. ANY OBLIGATIONS ON BEHALF OF PACKAGEX TO INDEMNIFY, DEFEND, OR HOLD HARMLESS UNDER THIS AGREEMENT (INCLUDING WITHOUT LIMITATION PACKAGEX’S OBLIGATIONS UNDER SECTION 9) ARE NOT APPLICABLE TO CUSTOMERS USING TRIAL SERVICES.

6.4 Third Party Materials.

The Subscription Services include open source software programs that are made available by third parties under their respective open source licenses as indicated in the Documentation (“Third Party Materials” and “OSS Licenses”, respectively). PackageX warrants that such Third Party Materials will not diminish the license rights provided to Customer herein, or limit Customer’s ability to use the Services in accordance with the Documentation, or create any obligation on the part of Customer to license Customer’s software or products under any open source or similar license. Nothing herein shall derogate from mandatory rights Customer may have under any OSS Licenses, if any.

6.5 Mobile Device.

Use of the Subscription Service may be available through a compatible mobile device, which may require the installation of the Mobile App. Customer’s use of the Mobile App is governed by the Mobile End-User License Agreement, which is incorporated herein by reference.

7. ADDITIONAL SERVICES.

Customer may purchase Additional Services through mutual execution of an Order, with additional terms as may be set forth in a statement of work. If the Additional Services involve the delivery of any work product, developments, inventions, technology or materials (collectively, “Deliverables”) except to the extent that such Deliverables include Customer Data or Customer’s Confidential Information, PackageX shall retain ownership of all Deliverables. PackageX grants to Customer a non-exclusive right and license to use the Deliverables in accordance with the rights and restrictions set forth in Section 3.1 of this Agreement.

8. CUSTOMER DATA.

8.1 Customer Data.

As between the parties, Customer owns all right, title and interest in all data and/or content created or provided by Customer and its Authorized Users, including the output from the Subscription Services resulting from the processing of such data (“Customer Data”). Nothing in this Agreement shall be construed to grant PackageX any rights in Customer Data beyond those expressly provided herein. As between PackageX and Customer, Customer is solely responsible for (i) the content, quality and accuracy of Customer Data as made available by Customer and by Authorized Users, (ii) providing notice to data subjects with regards to how Customer Data will be collected and used for the purpose of the Subscription Services, (iii) ensuring Customer has a valid legal basis for processing Customer Data and for sharing Customer Data with PackageX (to the extent applicable), and (iv) ensuring that the Customer Data as made available by Customer complies with Applicable Data Protection Laws.

8.2 Use of Customer Data.

Customer grants PackageX the limited, non-exclusive right to use the Customer Data solely for the purpose of providing the Services to Customer (including routine actions taken to enable data backups and disaster recovery and business continuity procedures). PackageX will process Customer Data in compliance with Applicable Laws and will not sell, rent, or commercially exploit any Customer Data for any purpose whatsoever except as specified in this Agreement.

8.3 Use of Customer Meta-Data.

"Affiliate" means any entity controlled by, controlling, or under common control with a party to this Agreement during the period such control exists, where “control” means the power to direct the operation, policies and management of an entity through the ownership of aCustomer grants PackageX the limited, non-exclusive right to view, and use the Customer Data to create Customer Meta-Data, for the purpose of providing and improving the Subscription Services.t least fifty percent (50%) of the voting stock or other ownership interests of such entity or the ability, by voting securities, contract or otherwise, to elect a majority of the board of directors or other governing body of such entity or to direct or cause the direction of the management and policies of such entity.

8.4 Use of Aggregated Data.

Customer grants PackageX the right to collect and use Non-Identifiable Aggregated Data for PackageX’s reasonable business purposes, including without limitation for analyzing customer needs and improving the Services.

8.5

Customer agrees that PackageX and its affiliates may use their business name, trade name, service marks and trademarks in connection with its performance of the Services, including, without limitation, references in PackageX and its affiliates marketing materials and on its website.

8.6 Processing of Personal Data.

To the extent required by applicable laws, Customer shall provide, and PackageX shall process, personal data created or provided by Customer to PackageX in compliance with the Data Processing Addendum found at https://packagex.io/data-processing-addendum which is hereby incorporated into this Agreement ("DPA"). In particular, if Customer is established in the European Economic Area ("EEA") or in the United Kingdom ("UK") and will, in connection with the Services, provide PackageX with personal data relating to an individual located within the EEA or in the UK, the DPA will apply. Without limitation to the foregoing, Customer shall ensure that its instructions comply with all laws, regulations and rules applicable to such personal data.

9. FEES.

9.1 Fees and charges.

All fees and charges are as per the applicable Order. All fees and charges are payable in US Dollars unless otherwise agreed in the Order.  Standard price plans may be available publicly on our Website and other third party websites and is subject to change from time to time. PackageX also reservices the right to change pricing of its products and services at its sole discretion upon 60 days written notice in the event of increase in cost of providing Service outside of the reasonable control of PackageX. If Customer does not object or does not respond to the request within 60 days, such Fees will go then go into effect. If Customer objects, the Parties shall negotiate in good faith to amend the relevant Fees as necessary to address the increased costs. If the Parties are not able to agree on such amendment after 90 days from the original notification, PackageX shall be, excused from its obligation to provide the affected Services.

9.2 Payment Terms.

Fees for the Services are due monthly, in advance, net fifteen (15) days from date of invoice unless otherwise agreed between the parties. Customer consents to the use of a reputable third-party payment processing service in connection with the receipt and processing of payments for the Services. Fees do not include sales, use, value added or other excise tax. Customer is responsible for payment of all such taxes based on fees paid or payable hereunder (but not taxes based on PackageX’s gross revenues or net income) together with any interest on such taxes if not due to PackageX’s delay. Delinquent payments may be assessed interest at the rate of one-and-one-half percent per month (or the highest rate permissible by law if less) from the payment due date until paid in full.

9.3 Payment Defaults.

If a Customer does not pay any valid invoices when due and such invoices are not disputed in good faith, then PackageX has the express right to immediately suspend Services or terminate the Agreement. PackageX will attempt in good faith to work with Customer to recover any outstanding dues, however, in case of payment default as determined in sole discretion of PackageX, then PackageX among others has the right to refer any unpaid invoices to a collection agency as may be allowed par applicable laws and regulations, report this default to credit rating agencies and Better Business Bureau and pursue this debt in the court of competent jurisdiction.

9.4 Reasonable Use of Services.

Fees for the Subscription Services are based on “normal usage” of the Subscription Services in a manner consistent with its intended purposes and as described in the Documentation. If Customer’s usage is in a manner outside of the intended purposes or otherwise exceeds the quantities listed in the Order, then PackageX reserves the right to require Customer to either comply with such limits or pay an additional mutually agreed fee, not to exceed PackageX’s list price for such additional usage.

7. SUBSCRIPTION PERIOD.

10.1 Monthly Subscription.

The minimum Subscription Term is one (1) month (“Monthly Subscription”), for which the subscription period shall be one month commencing on the first day of the calendar month immediately following the execution of the Order or unless otherwise stated in the Order. If the Customer does not terminate the Monthly Subscription in accordance with the terms and conditions of the Order or these Platform Terms, the Monthly Subscription shall be renewed automatically for the next calendar month and the same shall apply thereafter.

10.2 Annual Subscription.

For a plan with 12 month or 1 year commitment (“Annual Subscription”), the subscription period shall be one year from the first day of the calendar month immediately following the execution of the Order or unless otherwise stated in the Order. If the Customer does not terminate the Annual Subscription in accordance with the terms and conditions of the Order or these Platform Terms, the Annual Subscription shall be renewed automatically for the next year and the same shall apply thereafter.

10.3 Multi-Year Subscription.

For any Customer with a Subscription Term exceeding 1 Year (Multi-Year Subscription”), the subscription period shall be as per the Order.

11. TERM AND RENEWAL.

11.1 Term.

The term of any Subscription Services commences on the Effective Date and continues until all Subscription Terms as set forth in the applicable Order(s), including any renewals thereof, have been terminated or expired (the “Term”). PackageX may offer Subscription Terms of varying lengths depending on the product and plan features from time to time as per its sole discretion.

11.2 Auto-Renewal and Notice of Non-Renewal.

Unless otherwise set forth on an Order, the Subscription Term on each Order will automatically renew for successive monthly or annual periods, unless either party gives the other party notice of non-renewal at least (i) fifteen (15) days prior to end of the Subscription Term for Customers on Monthly Subscription; or (ii) sixty (60) days prior to the end of the Subscription Term for Customers on Annual Subscription or Multi-Year Subscription. All such notices for non-renewal have to be sent to support@packagex.io

11.3 Termination for Convenience.

Unless otherwise provided herein or in the Order From, early termination of Subscription Services for convenience is not permitted during a Subscription Term.

11.4 Termination or Suspension of Services for Cause.

Either party may terminate any Subscription Services upon written notice to the other party if the other party materially breaches the terms of any agreement/Order and fails to cure such breach within thirty (30) days after receiving written notice of such breach. Further, PackageX may terminate the Agreement and/or suspend the Services upon written notice to Customer if PackageX has not received payment for such Services and if such failure is not cured within the period of time stated in PackageX written notice advising of such failure.

11.5 Effect of Termination.

Upon termination of the Services: (i) Customer will have no further right to access or use the Services; and (ii) each party will use commercially reasonable efforts to return any tangible Confidential Information and destroy any electronic Confidential Information of the other party within its possession or control Customer acknowledges that, prior to termination, Customer is responsible for exporting any Customer Data to which Customer desires continued access after termination, and PackageX shall have no liability for any failure of Customer to retrieve such Customer Data and no obligation to store or retain any such Customer Data. The provisions of Sections 1, 2, 6.2, 9, 8, 12.3, 14, 15 and 16 shall survive termination. Following termination of the Services, PackageX may immediately deactivate Customer’s account and following a reasonable period may delete Customer’s account and all Customer Data from the Services.

12. CONFIDENTIALITY.

12.1 Confidential Information.

Each party may have access to information that is confidential or proprietary to the other party and/or its Affiliates. For purposes of this Agreement, “Confidential Information” means the confidential information of a party and/or its Affiliates which is disclosed to the other party in connection with this Agreement, whether disclosed in written, oral, electronic, visual or other form, which is identified as confidential at the time of disclosure or should reasonably be understood to be confidential given the nature of the information and the circumstances surrounding the disclosure, including without limitation information regarding a party’s business, operations, finances, technologies, current and future products and services, pricing, personnel, customers and suppliers, the Customer Data, PackageX’s Services and each Party’s intellectual property. Confidential Information excludes information to the extent such information (i) is or becomes part of the public domain or otherwise is publicly available through no act or omission of the receiving party; (ii) was in the receiving party’s lawful possession prior to the disclosure and was not obtained directly or indirectly from the disclosing party; (iii) is lawfully disclosed to the receiving party by a third party without restriction on disclosure; or (iv) is independently developed by the receiving party without use of or reference to the disclosing party’s Confidential Information.

12.2 Restrictions on Use and Disclosure of Confidential Information.

The receiving party will use the disclosing party’s Confidential Information solely as necessary in connection with the performance of this Agreement. The receiving party shall maintain the confidentiality of the disclosing party’s Confidential Information using at least the same degree of care that such party uses to protect its own Confidential Information of a similar nature, and shall restrict disclosure of the disclosing party’s Confidential Information to its employees, consultants, contractors, agents and representatives who have a need to know such information and are bound by obligations of confidentiality and non-use no less restrictive than those set forth herein; provided, that a party may disclose the disclosing party’s Confidential Information if required by law and provided the receiving party provides prompt notice of such requirement and disclosure to the other party to the extent allowed by law. The receiving party shall have the right to disclose Confidential Information of the other party pursuant to the order or requirement of a court, administrative agency, or other governmental body provided that the receiving party provides prompt, advance written notice thereof to enable the disclosing party to seek a protective order or otherwise prevent such disclosure. In the event such a protective order is not obtained by the disclosing party, the receiving party shall disclose only that portion of the Confidential Information which its legal counsel advises that it is legally required to disclose. Confidential Information so disclosed shall continue to be deemed Confidential Information.

12.3 Equitable and Injunctive Relief.

If a party breaches any of its obligations with respect to confidentiality or use or disclosure of Confidential Information hereunder, the other party is entitled to seek equitable and injunctive relief in addition to all other remedies that may be available to protect its interest without having to post a bond or prove irreparable harm.

13. WARRANTIES AND DISCLAIMERS.

13.1 Limited Services Warranty.

During the term of this Agreement, PackageX warrants that the Subscription Services will perform in substantial conformity with the Documentation, and that the Subscription Services are not designed to contain viruses, worms, Trojan horses or other unintended malicious or destructive code, or any code designed to intentionally cause the Subscription Services to stop functioning. PackageX further warrants that it shall maintain and enforce reasonable safety and security procedures in providing the Subscription Services that are compliant with applicable industry standards for such services. Customer shall be required to report any breach of warranty to PackageX within a period of thirty (30) days of the date on which the incident giving rise to the claim occurred. PackageX’s sole and exclusive liability, and Customer’s sole and exclusive remedy, for breach of this warranty will be for PackageX, at its expense, to use reasonable commercial efforts to correct such nonconformity within thirty (30) days of the date that notice of the breach was provided; and, if PackageX fails to correct the breach within such cure period, Customer may terminate the affected Order and, in such event, PackageX shall provide Customer with a pro-rata refund of any unused pre-paid fees paid for the period following termination as calculated on a monthly basis.

13.2 Compliance with Law.

Each party shall comply with all applicable, laws and regulations in connection with the performance of its obligations and the exercise of its rights under this Agreement.

13.3 Disclaimer.

THE EXPRESS WARRANTIES SET FORTH IN THIS SECTION ARE THE ONLY WARRANTIES GIVEN BY PACKAGEX WITH RESPECT TO THE SERVICES OR THIS AGREEMENT. PACKAGEX DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED OR ARISING BY CUSTOM OR TRADE USAGE, INCLUDING WITHOUT LIMITATION WARRANTIES THAT THE SERVICES ARE MERCHANTABLE, WILL OPERATE UNINTERRUPTED OR FREE OF DEFECT OR ERROR, NON-INFRINGING, OR FIT FOR ANY PARTICULAR PURPOSE. PACKAGEX DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES REGARDING THE ACCURACY OR COMPLETENESS OF THE SERVICES. CUSTOMER AGREES THAT ITS PURCHASES HEREUNDER ARE FOR THE CURRENTLY AVAILABLE SERVICES AND ARE NEITHER CONTINGENT ON THE DELIVERY OF ANY FUTURE FUNCTIONALITY OR FEATURES NOR DEPENDENT ON ANY ORAL OR WRITTEN PUBLIC COMMENTS MADE BY PACKAGEX REGARDING FUTURE FUNCTIONALITY OR FEATURES. PACKAGEX WILL HAVE NO LIABILITY FOR DELAYS, FAILURES OR LOSSES ATTRIBUTABLE OR RELATED IN ANY WAY TO THE USE OR IMPLEMENTATION OF THIRD- PARTY SOFTWARE OR SERVICES NOT PROVIDED BY PACKAGEX.

14. INDEMNIFICATION.

14.1 Infringement Indemnity.

PackageX shall indemnify and defend Customer and its Affiliates, officers, directors and employees (the “Customer Indemnified Parties”) against all third-party claims, suits and proceedings resulting from Customer’s use of the Services in accordance with this Agreement and Documentation violating, misappropriating, or infringing such third party’s patent, copyright, trademark, trade secret or other intellectual property right, and all directly related losses, liabilities, damages, costs and expenses (including reasonable attorneys’ fees); provided that PackageX shall not be responsible for any Claim to the extent arising from (i) use of the Services in violation of the terms of this Agreement, (ii) Customer’s use of the Services in violation of Applicable Data Protection Laws, (iii) Customer’s use of the Services in combination with software, hardware, systems or data not required by the Documentation (iv) PackageX’s compliance with specifications, requirements or requests of Customer, or (v) Customer’s gross negligence or willful misconduct. If the Services become, or in PackageX’s opinion are likely to become, the subject of a valid claim of infringement or the like under any applicable law, PackageX shall have the right, at its option and expense, either to (a) obtain for Customer a license permitting the continued use of the Services, (b) replace or modify the Services so that they become non- infringing, or (c) if neither of the foregoing options are available in a timely manner on commercially reasonable terms, terminate the affected Order and provide Customer with a pro-rata refund of any unused pre-paid fees paid for the period following termination as calculated on a monthly basis.

14.2 Customer Data and Use Indemnity.

Customer shall defend, at its expense, any claims, suits and proceedings brought by a third party against PackageX and/or its Affiliates or their officers, directors and employees (the “PackageX Indemnified Parties”) arising from an alleged infringement or violation by the Customer Data of a third party patent, copyright or trade secret, or PackageX’s use of the Customer Data in accordance with the terms of this Agreement; and Customer shall indemnify and hold the PackageX Indemnified Parties harmless against all damages and costs awarded against the PackageX Indemnified Parties in connection with such claim, suit or proceeding.

15. Indemnification Process and Exclusivity.

A party’s indemnification and defense obligations herein will become effective upon, and are subject to, (a) the indemnified party’s prompt notification to the indemnifying party of any claims, suits or proceedings (a “Claim”) in writing, and (b) the indemnified party providing the indemnifying party with full and complete control, authority and information for the defense of the Claim, provided that the indemnifying party will have no authority to enter into any non- monetary settlement or admission of indemnified party’s wrongdoing on behalf of the indemnified party without the indemnified party’s prior written consent (not to be unreasonably withheld). At the indemnifying party’s written request, the indemnified party shall reasonably cooperate with the indemnifying party in defending or settling any Claim. The rights and remedies set forth in this Section 9 state a party’s sole and exclusive liability and the other party’s sole and exclusive rights and remedies with regard to any Claims arising out of or relating to this Agreement.

16. Limitations of Liability.

TO THE MAXIMUM EXTENT PERMITTED BY LAW AND EXCEPT FOR EITHER PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR SPECIAL, INDIRECT, INCIDENTAL, TORT OR CONSEQUENTIAL DAMAGES (INCLUDING ANY DAMAGES RESULTING FROM LOSS OF USE, LOSS OF OR DAMAGE TO SOFTWARE OR DATA, LOSS OF PROFITS OR LOSS OF BUSINESS) ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE SERVICES FURNISHED HEREUNDER, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, AND EXCEPT FOR ANY CLAIM TO THE EXTENT ARISING FROM OR IN CONNECTION WITH (A) EITHER PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, (B) A BREACH OR VIOLATION OF EITHER PARTY’S INTELLECTUAL PROPERTY RIGHTS BY THE OTHER PARTY, (C) EITHER PARTY’S INDEMNIFICATION OBLIGATIONS PURSUANT TO SECTION 9 ABOVE, OR (D) PERSONAL INJURY, DEATH OR DAMAGE TO TANGIBLE PROPERTY, IN NO EVENT SHALL THE AGGREGATE LIABILITY OF EITHER PARTY HEREUNDER EXCEED THE TOTAL OF THE FEES PAID BY CUSTOMER TO PACKAGEX IN THE TWELVE-MONTH PERIOD IMMEDIATELY PROCEEDING THE EVENTS GIVING RISE TO A CLAIM. THE LIMITATIONS OF LIABILITY IN THIS PARAGRAPH APPLY WHETHER SUCH LIABILITY ARISES IN CONTRACT, TORT (INCLUDING NEGLIGENCE), UNDER STATUTE OR OTHERWISE.

17. SERVICE SUGGESTIONS.

To the extent that Customer provides PackageX with ideas or suggestions for improvements or changes to the Services which constitute intellectual property rights under applicable law ("Suggestions”), Customer hereby assigns to PackageX ownership of such Suggestions and PackageX will have sole discretion as to whether and how to implement such Suggestions into the Services.

18. GENERAL PROVISIONS.

18.1 Notices.

All notices under this Agreement shall be made in writing and delivered to each party at the address under its signature hereto. Notices shall be deemed delivered (i) upon personal delivery with signature required, (ii) one Business Day after they have been sentto the recipient by reputable overnight courier service (charges prepaid and signature required), or (iii) upon successful transmission of an email containing such notice if sent between 9 a.m. and 5 p.m., local time of the recipient, on any Business Day, and as of 9 a.m.local time of the recipient on the next Business Day if sent at any other time, or (iv) three Business Days after deposit in the mail. “Business Day” as used in this Section 14.1 shall mean any day other than Saturday, Sunday or a day on which banking institutions are not required to be open in the State of New York.

18.2 Entire Agreement.

This Agreement together with each Order represent the entire agreement between Customer and PackageX with respect to the subject matter hereof, and supersede all prior proposals, representations and agreements, whether written or oral, with respect thereto. This Agreement shall govern with respect to all Orders and forms of purchases, whether submitted through electronic transmissions or otherwise, unless otherwise agreed by both parties in writing. The terms and conditions of this Agreement shall take precedence over any conflicting terms in the Order (or, an agreement between PackageX and the Reseller, if applicable) unless the Order (or the Reseller’s agreement) expressly amends this Agreement and is signed by both parties. Any waiver, amendment, or modification of any right orremedy, in whole or in part under this Agreement, or any additional or different terms in any purchase orders, acknowledgments or other documents other than the Order, will not be effective unless expressly agreed to by both parties in writing or electronic form. If Customerissues a purchase order in connection with an Order, such purchase order shall be solely for Customer’s internal administrative purposesand to facilitate payment. In no event shall the terms of such purchase order modify or become part of these Terms of Service or become binding on PackageX even if PackageX signs an acknowledgment copy of such purchase order.

18.3 Assignment and Subcontractors.

Neither Party may assign any of its rights or obligations under this Agreement without the other Party’s prior written consent, which will not be unreasonably withheld. Notwithstanding the foregoing, either Party may assign any and all of its rights and obligations under this Agreement to a successor in interest in the event of a merger or acquisition or to an Affiliate, upon prior written notice to the other Party. The terms of this Agreement shall be binding upon the permitted successors and assigns of each party. PackageX may use subcontractors in connection with the performance of the Services provided that it shall be responsible for the acts and omissions of its subcontractors to the same extent as it would be responsible hereunder for its own acts and omissions.

18.4 Publicity.

Neither party shall issue or release any announcement, statement, press release or other publicity or marketing materials relating to this Agreement or otherwise use the other party’s trademarks, service marks, trade names, logos, domain names or other indicia of source, affiliation or sponsorship, in each case, without the prior written consent of the other party, which consent shall not be unreasonably withheld, conditioned or delayed, provided, however, that PackageX may use Customer’s name and  logo on its website, or promotional marketing materials as a current or former customer.  Company agrees that nothing in this Agreement shall give any right, title, or interest in or to Customer’s trademarks other than the right to use such trademarks in the manner contemplated herein.

18.5 Independent Contractors.

The relationship of the parties to this Agreement is that of independent contractors. Neither Customer nor Customer’s employees, consultants, contractors, or agents are agents, employees, partners or joint ventures of PackageX, nor do they have any authority to bind PackageX by contract or otherwise to any obligation. Further, they shall not represent the relationship to the contrary, either expressly, implicitly, by appearance or otherwise.

18.6 Non-Exclusive.

The licenses and rights granted by PackageX to Customer in this Agreement are non-exclusive, and PackageX may itself compete with Customer and may grant licenses and rights to third parties who may compete with Customer, in connection with the sale, distribution, resale, or licensing of the Services.

18.7 Governing Law and Jurisdiction.

This Agreement shall be construed in accordance with the laws of the State of New York excluding its conflict of law provisions. To the extent not prohibited by law, each of the Parties hereby irrevocably waives any and all right to trial by jury in any legal proceeding arising out of or related to this Agreement.

18.8 Force Majeure.

Neither party shall be liable for any breach of this Agreement to the extent that such breach arises from factors outside its reasonable control. Customer’s subscription to the Services is predicated on Customer’s use of cloud computing services provided by a third-party cloud service provider, and PackageX will not be responsible for the acts or omissions of Customer’s cloud service provider.

18.9 Severability.

It is intended that this Agreement shall not violate any applicable law and the unenforceability or invalidity of any provision (other than the provisions obligating Customer to make payments to PackageX) shall not affect the force and validity of the remaining provisions and such provisions determined to be invalid shall be deemed severed from this Agreement and, to the extent possible, be replaced with terms which as closely as possible approximate the interest and economic intent of such invalid provisions.

This website stores cookies on your device. To find out more about the cookies we use, see our Privacy Policy

Try Free

Please enter a valid business email

Valid

Thank You for Your Request to Try Out Our Platform

One of our team members will be in touch shortly to discuss and provide platform access.
Oops! Something went wrong while submitting the form.

Contact Sales

Please enter a valid business email

Valid

Thank You for Contacting Us

One of our sales team members will be in touch shortly.
Oops! Something went wrong while submitting the form.

Schedule a Demo

Please enter a valid business email

Valid

Thank You for Scheduling Time With Us

We look forward to meeting you soon!
Oops! Something went wrong while submitting the form.

Apply for Marketplace

Please enter a valid business email

Thank You for Showing Interest in Our Marketplace

One of our team members will be in touch shortly.
Oops! Something went wrong while submitting the form.