Welcome to Packsmith. We make e-commerce logistics more efficient.

These terms of service (“Terms”) govern the offerings provided by Passerine Technologies Inc. (“Packsmith Co.,” “we,” or “us”), including the website located at Packsmith.io (“Site”), Packsmith Co.’s mobile application, the Packsmith Team, and the other offerings described below (collectively, the “Offerings”).

These Terms do not govern the packaging, delivery, and related services (except Service Offerings (as defined below)) made available to Packsmith Co.’s merchant clients (“Merchants”).

By accessing or registering to use any of the Offerings, you agree and acknowledge that you have read all of the terms and conditions of these Terms (including, the arbitration provision set forth in Section 10 below), you understand all of the terms and conditions of these Terms, and you agree to be legally bound by all of the terms and conditions of these Terms.

If you are an individual accessing or using any of the Offerings on behalf of, or for the benefit of, any corporation, partnership, or other entity with which you are associated (an “Organization”), then you are agreeing to the terms and conditions set forth in these Terms on behalf of yourself and such Organization. References to “you” and “your” in these Terms will refer to both the individuals using the Offerings and to any such Organization.

Packsmith Co. reserves the right to change or modify any of the terms and conditions contained in these Terms (or any policy or guideline of Packsmith Co.) at any time and in its sole discretion. If Packsmith Co. makes any changes to these Terms, Packsmith Co. will provide notice of such changes by revising the “Last Updated” date above and, in some cases, Packsmith Co. may provide additional notice (such as by sending an email or other notification or by posting a notice on the Offerings). Any changes or modifications will be effective 7 days after Packsmith Co. provides notice that these Terms have been modified (the “Notice Period”). Your continued use of any of the Offerings following the Notice Period will constitute your acceptance of such changes or modifications. You are advised to review these Terms whenever you access any of the Offerings and at least every 30 days to make sure that you understand the terms and conditions that apply to your use of the Offerings.

Offerings

Packsmith Team – Become a Packsmith

Join the Packsmith Team and become a Packsmith. Packsmiths are independent contractors that provide essential packaging, delivery, and related services. To become a Packsmith, you must meet the Packsmith enrollment requirements and agree to the Packsmith terms and conditions (collectively, the “Packsmith Terms”). If you are interested, please contact Packsmith Co.

Merchant Services

The packaging, delivery, and related services provided to Merchants are governed by the Merchant Terms. For more information about the services available, please contact us or check our Site.

Reporting & Data for Merchants

• Reporting & Data for Merchants

  • Subscription Services Plan: Packsmith Co. provides various reporting and data offerings that enable Merchants to make the informed decisions needed to manage and improve e-commerce logistics efficiency (the “Service Offerings”). The Service Offerings are further described in the subscription services plans that are available on the Site. The Service Offerings are provided to Merchants under the terms and conditions of the Merchant Terms. For more information about the Service Offerings, please contact us or check our Site. (“Subscription Period”), the fees applicable to such Service Offerings (“Subscription Fees”), the applicable payment terms, and additional related terms.
  • Grants: Packsmith Co. grants you the right to access and use the Service Offerings (including the real-time reports) in accordance with your subscription services plan and for your own internal business purposes. You expressly grant Packsmith Co. the right to access, use, reproduce, host, and store the information available via Shopify Inc. (and its subsidiaries and affiliates) (“Shopify”) relating to you and your commerce presence hosted by Shopify, including, but not limited to, information relating to your online store(s), Point of Sale(s), customers, and products (collectively, “Your Merchant Information”) in order (a) to provide the Service Offerings to you, and (b) solely in an anonymous and aggregated form, to enhance the Service Offerings for use by you and Packsmith Co.’s other users.
  • Subscription Fees and Payment Terms: Once you select a subscription services plan and the applicable Subscription Fee has been paid, the terms and conditions in such subscription services plan and this Section 2.3 (collectively, the “Service Terms”) are binding upon you and Packsmith Co. When you register for a subscription services plan, you must provide, via the Site, a valid credit card or debit card number (“Payment Method”) to Packsmith Co.’s third-party payment processor. You represent and warrant that you (a) have the right to have fees charged to your Payment Method, and (b) agree to have the fees charged to your Payment Method. The Subscription Fee will be billed on the effective date of the subscription services plan selected by you and on an ongoing basis thereafter, unless your subscription services plan is terminated or suspended. Note that the timing of the billing may change if (a) there is a problem with your Payment Method, or (b) a change has been made to your subscription services plan. You are responsible for all charges incurrent in connection with your subscription services plan. In the event that the Payment Method provided by you to Packsmith Co. or its third-party payment processor is unable to cover the Subscription Fee, Packsmith Co. may suspend your access to the Service Offerings governed by your subscription services plan.
  • Subscription Fee Changes: From time-to-time, Packsmith Co. may modify the Subscription Fees, provided that no modifications will be effective until the end of the then-current Subscription Period.
  • Limitations: Notwithstanding any terms to the contrary in these Terms, you acknowledge and agree that (a) neither Packsmith Co. nor any of its service providers guarantee any results with respect to the use of any of the Service Offerings (including, but not limited to, any reports or data), (b) your reliance on any of the Service Offerings (including, but not limited to, any reports or data) does not (and will not) result in any liability to Packsmith Co. or any of its service providers, (c) all of the Service Offerings (including, but not limited to, all of the reports and data) are provided on an “as is” basis without any representations or warranties of any kind, and (d) you are responsible for all of Your Merchant Information.
  • Term and Cancellations: Unless terminated as set forth in these Terms, your subscription services plan commences on the effective date set forth therein and continues until the close of the Subscription Period. Thereafter, unless terminated as set forth in these Terms, the term will automatically renew for successive periods equivalent to the length of the initial Subscription Period (each period referred to as a Subscription Period) unless you or Packsmith Co. provides written notice of non-renewal no less than 60 days prior to the close of the then-current Subscription Period. You acknowledge that you will not receive notice of a renewal date. You may cancel your subscription services plan at any time. Please note that subscription services plans must be canceled before renewals in order to avoid being charged for the next Subscription Period. If you cancel your subscription services plan, the cancellation will become effective at the end of the then-current Subscription Period. Please contact Packsmith Co.’s customer support team (hello@packsmith.io) for instructions on how to cancel. Packsmith Co. may terminate your subscription services plan (a) for cause, if you (or an individual or entity using your account) breach the terms or conditions applicable to your subscription services plan and fail to remedy such breach within the 10-day period commencing upon the date that Packsmith Co. provides you with notice of such breach, (b) immediately and for cause, if your Payment Method fails, and (c) if Packsmith Co. reasonably believes it must cease providing the Service Offerings.
  • Effects of Cancellation/Termination: Upon any termination of your subscription services plan, (a) all rights and licenses granted to you pursuant to your subscription services plan will immediately cease, and (b) you must immediately pay to Packsmith Co. all amounts due for the period for which you contracted. For example, (i) if the applicable Subscription Period is 12 months, (ii) the applicable Subscription Fees are split in 12 equal payments (each of which is due and payable at the beginning of each month as measured from the effective date of your subscription services plan), (iii) you elect to terminate your subscription services plan and the effective date of termination of your subscription services plan occurs upon the close of the 9th month of the Subscription Period, you must immediately pay 5 monthly payments.

Privacy and Data

For information about how we collect, use, and share information about users of the Offerings, please see our [provide hyperlink to privacy policy]. Please note that the Merchant Terms and Packsmith Terms each include their own privacy and data security terms.

Registration & Restriction

In order to receive certain of the Offerings, you must register for an account or subscription services plan. When registering for an account, you agree (a) to provide accurate, current, and complete information (“Registration Data”), and (b) to maintain and promptly update the Registration Data (and any other information you provide to Packsmith Co.) in order to keep it accurate, current, and complete.

You are responsible for safeguarding the passwords you use to access the Offerings via your account, and you agree to be fully responsible for activities and transactions that relate to your account and password. You must notify Packsmith Co. immediately if you suspect or learn of an unauthorized use of your account or password, and you may be held liable for losses incurred by Packsmith Co. due to someone else using your account or password. Packsmith Co. cannot and will not be liable for any loss or damage arising from your failure to comply with these obligations.

Except as expressly authorized by these Terms, you may not (a) modify, disclose, alter, translate, or create derivative works of the Offerings (or any components thereof), (b) license, sublicense, resell, distribute, lease, rent, lend, transfer, assign, or otherwise dispose of the Offerings (or any components thereof), (c) use the Offerings or Site to store or transmit any viruses, software routines, or other code designed to permit unauthorized access, to disable, erase, or otherwise harm software, hardware, or data, or to perform any other harmful actions, (d) copy, frame, or mirror any part or content of the Offerings or Site, (e) build a competitive product or service, or copy any features or functions of the Offerings or any of Packsmith Co.’s other products or services, (f) interfere with or disrupt the integrity or performance of the Offerings or Site, (g) attempt to gain unauthorized access to the Offerings or their related systems or networks, (h) disclose to any third party any performance information or analysis relating to the Offerings or Site, (i) remove, alter, or obscure any proprietary notices in or on the Offerings or Site, including copyright notices, (j) reverse-engineer, decompile, disassemble, decrypt, re-engineer, reverse-assemble, reverse-compile or otherwise translate, create, or attempt to create the source code of the Offerings or their structural framework (in whole or in part), or perform any process intended to determine the source code for the Offerings, (k) circumvent or attempt to circumvent any technological protection measures intended to restrict access to or use of any portion of the Offerings or the functionality of the Offerings, (l) take any action that imposes an unreasonable or disproportionately large load on the Offerings, (m) use the Offerings for any purpose that is illegal in any way or that advocates illegal activity, or (n) cause or permit any individual or entity to do any of the foregoing.

Third-Party Advertising

Packsmith Co. may run advertisements and promotions from third parties through or in connection with the Offerings or may provide information about or links to third-party products or services. Your dealings or correspondence with, or participation in promotions of, any such third parties, and any terms, conditions, warranties, or representations associated with such dealings, correspondence, or promotions, are solely between you and the applicable third party. Packsmith Co. is not responsible or liable for any loss or damage of any sort incurred as the result of any such dealings, correspondence, or promotions or as the result of the presence of such advertisers or third-party information made available through the Offerings.

Conflicting Terms

In case of any inconsistency, conflict, or ambiguity among these Terms, the Packsmith Terms, the Service Terms, and the Merchant Terms, the documents will govern in the following order: (a) the Merchant Terms, (b) the Packsmith Terms, (c) the Service Terms, and (d) these Terms.

Disclaimer

THE OFFERINGS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND. PACKSMITH CO. DISCLAIMS ALL WARRANTIES AND REPRESENTATIONS (EXPRESS OR IMPLIED, ORAL OR WRITTEN) ARISING FROM OR RELATED TO THESE TERMS, THE OFFERINGS, THE THIRD-PARTY INFRASTRUCTURE (AS DEFINED BELOW), AND THIRD-PARTY TRADEMARKS, WHETHER ALLEGED TO ARISE BY OPERATION OF LAW, BY REASON OF CUSTOM OR USAGE IN THE TRADE, BY COURSE OF DEALING OR OTHERWISE, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR ANY PURPOSE, NON-INFRINGEMENT, AND CONDITION OF TITLE.

Indemnification

You agree, at your sole expense, to defend, indemnify, and hold Packsmith Co. (and its directors, officers, employees, consultants and agents) harmless from and against any and all actual or threatened suits, actions, proceedings (at law or in equity), claims, damages, payments, deficiencies, fines, judgments, settlements, liabilities, losses, costs and expenses (including, but not limited to, reasonable attorneys’ fees, costs, penalties, interest and disbursements) for (a) any actual or alleged breach of any of your obligations under these Terms, or (b) any death, injury, or property damage caused by, arising out of, resulting from, attributable to, or in any way incidental to your use of any of the Offerings.

Limitation of Liability

IN NO EVENT WILL PACKSMITH CO. BE LIABLE FOR ANY LOSS OF PROFITS OR ANY INDIRECT, SPECIAL, INCIDENTAL, RELIANCE, OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING FROM OR RELATED TO THESE TERMS, THE OFFERINGS, THE THIRD-PARTY INFRASTRUCTURE, AND THE THIRD-PARTY TRADEMARKS, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE.

PACKSMITH CO.’S ENTIRE LIABILITY TO YOU AND ANY OTHER INDIVIDUAL OR ENTITY, ARISING FROM OR RELATED TO THESE TERMS, THE OFFERINGS, THE THIRD-PARTY INFRASTRUCTURE, AND THE THIRD-PARTY TRADEMARKS, WILL NOT EXCEED THE SUBSCRIPTION FEES ACTUALLY PAID BY YOU TO PACKSMITH CO. (IF ANY) DURING THE SUBSCRIPTION PERIOD WITHIN WHICH THE DAMAGES OCCURRED. FURTHER, NOTWITHSTANDING ANY TERMS TO THE CONTRARY IN THESE TERMS, PACKSMITH CO. WILL NOT BE LIABLE FOR ANY DISCLOSURE OF, UNAUTHORIZED USE OF, AND/OR UNAUTHORIZED ACCESS TO ANY DATA OR OTHER INFORMATION.

MULTIPLE CLAIMS WILL NOT EXPAND THIS LIMITATION. THIS SECTION 9 WILL BE GIVEN FULL EFFECT EVEN IF ANY REMEDY SPECIFIED IN THESE TERMS IS DEEMED TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

Arbitration

PLEASE READ THE FOLLOWING PARAGRAPHS CAREFULLY BECAUSE THEY REQUIRE YOU TO ARBITRATE DISPUTES WITH PACKSMITH CO. AND LIMIT THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM PACKSMITH CO.

These Terms are and will be governed by and construed under the laws of the State of California, U.S.A., without regard to its principles of conflicts of law, and regardless of your location. EXCEPT FOR DISPUTES THAT QUALIFY FOR SMALL CLAIMS COURT, ALL DISPUTES ARISING OUT OF OR RELATED TO THESE TERMS, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, FRAUD, MISREPRESENTATION, OR ANY OTHER LEGAL THEORY, WILL BE RESOLVED THROUGH FINAL AND BINDING ARBITRATION BEFORE A NEUTRAL ARBITRATOR INSTEAD OF IN A COURT BY A JUDGE OR JURY AND YOU AGREE THAT PACKSMITH CO. AND YOU ARE EACH WAIVING THE RIGHT TO TRIAL BY A JURY. YOU AGREE THAT ANY ARBITRATION UNDER THESE TERM WILL TAKE PLACE ON AN INDIVIDUAL BASIS; CLASS ARBITRATIONS AND CLASS ACTIONS ARE NOT PERMITTED AND YOU ARE AGREEING TO GIVE UP THE ABILITY TO PARTICIPATE IN A CLASS ACTION. The arbitration will be administered by JAMS under its Comprehensive Arbitration Rules and Procedures (“Comprehensive Rules”).

The Comprehensive Rules are available online here. Any in-person appearances will be held at a location which is reasonably convenient to both parties with due consideration of their ability to travel and other pertinent circumstances. If the parties are unable to agree on a location, such determination will be made by JAMS or by the arbitrator. The arbitrator’s decision will follow the terms and conditions of these Terms and will be final and binding. The arbitrator will have authority to award temporary, interim, or permanent injunctive relief or relief providing for specific performance of these Terms, but only to the extent necessary to provide relief warranted by the individual claim before the arbitrator. To reduce the time and expense of the arbitration, the arbitrator will not provide a statement of reasons for his or her award unless requested to do so by all parties. The award rendered by the arbitrator may be confirmed and enforced in any court having jurisdiction thereof. An arbitration award and any judgement confirming it apply only to that specific case; it cannot be used in any other case except to enforce the award itself. Notwithstanding any of terms to the contrary in these Terms, nothing in these Terms will preclude you from bringing issues to the attention of federal, state, or local agencies and, if the law allows, they can seek relief against us for you. You can opt out of this agreement to arbitrate by contacting Packsmith Co. within the 30-day period commencing upon the Effective Date, stating that you (include your first and last name) decline this arbitration agreement.

Trademarks

Packsmith Co.’s name, trademarks, logos, and all other Packsmith Co. product names, service names, or slogans included in or related to the Offerings (collectively, the “Packsmith Co. Marks”) are property of Packsmith Co. and may not be copied, imitated, or used (in whole or in part) without Packsmith Co.’s express prior written consent in each instance. The look and feel of the Offerings and the Site, including, but not limited to, all custom graphics, button icons, and scripts constitute service marks, trademarks, or trade dress of Packsmith Co., and may not be copied, imitated, or used (in whole or in part) without Packsmith Co.’s express prior written consent. All other trademarks, registered trademarks, product names, and company names or logos mentioned in the Offerings (“Third-Party Trademarks”) are the property of their respective owners, and the use of such Third-Party Trademarks inures to the benefit of each owner. The use of any Third-Party Trademarks included in or related to the Offerings is typically intended to denote interoperability and does not constitute an affiliation by Packsmith Co. and its licensors with such company or an endorsement or approval by such company of Packsmith Co. or its licensors or their respective products or services.

Miscellaneous

Independent Contractors

Neither party will, for any purpose, be deemed to be an agent, franchisor, franchise, employee, representative, owner, or partner of the other party, and the relationship between the parties will only be that of independent contractors. Neither party will have any right or authority to assume or create any obligations or to make any representations or warranties on behalf of the other party, whether express or implied, or to bind the other party in any respect whatsoever.

Assignment

You may not assign, delegate, or transfer (by sale, merger, operation of law, or otherwise) these Terms or any right, title, interest, or obligation hereunder without the prior written consent of Packsmith Co. Any attempted or purported assignment, delegation, or transfer in violation of the foregoing will be null and void and without effect. Packsmith Co. may assign these Terms without your prior written consent. These Terms will be binding and inure to the benefit of such assignees, transferees, and other successors in the interest of the parties in the event of an assignment or other transfer made consistent with the provisions of these Terms.

Intellectual Property

As between the parties and subject to the grants set forth in these terms, Packsmith Co. owns all right, title, and interest in and to the Offerings, the Packsmith Co. Data, and the Feedback, together with any and all intellectual property rights embodied in or related to the foregoing.Any suggestions, comments, or other feedback provided by you to Packsmith Co. with respect to any of the Offerings or Packsmith Co. (collectively, “Feedback”) will become the exclusive property of Packsmith Co., and Packsmith Co. will be free to use, disclose, reproduce, modify, create derivative works of, license, and otherwise distribute and exploit the Feedback provided to it as it sees fit, entirely without obligation or restriction of any kind, on account of intellectual property rights or otherwise.

Third-Party Infrastructure

Notwithstanding any terms to the contrary in these Terms, you acknowledge and agree that Packsmith Co. uses a third-party hosting infrastructure in connection with the Offerings (“Third-Party Infrastructure”), the provider(s) of the Third-Party Infrastructure disclaim and make no representation or warranty with respect to such Third-Party Infrastructure, and Packsmith Co. assumes no liability for any claim that may arise with respect to such Third-Party Infrastructure.

Electronic Communications

You agree that we may communicate with you electronically regarding your use of any of the Service and that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including, but not limited to, that the communications be in writing. To withdraw your consent from receiving electronic notice, please notify us as set forth below (see the “Information or Complaints” section below).

Severability

If any provision of these Terms is invalid, illegal, or incapable of being enforced by any rule of law or public policy, all other provisions of these Terms will nonetheless remain in full force and effect so long as the economic and legal substance of the transactions contemplated by these Terms is not affected in any manner adverse to any party. Upon such determination that any provision is invalid, illegal, or incapable of being enforced, the parties will negotiate in good faith to modify these Terms so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled.

Entire Agreement & Precedence

These Terms (together with all terms incorporated into these Terms by reference) set forth the entire agreement and understanding of the parties relating to the subject matter of these Terms and supersede all prior agreements or understanding with respect to such subject matter and all past dealing or industry custom.

Force Majeure

Packsmith Co. is not responsible for any failure to perform or delay attributable in whole or in part to any cause beyond its reasonable control including, but not limited to, acts of God (fire, storm, floods, earthquakes, etc.), acts of terrorism, civil disturbances, disruption of telecommunications, disruption of power or other essential services, interruption or termination of services provided by any service providers used by Packsmith Co., labor disturbances, vandalism, cable cut, computer viruses, or other similar occurrences, or any malicious or unlawful acts of any third party.

Independent Contractors

Neither party will, for any purpose, be deemed to be an agent, franchisor, franchise, employee, representative, owner, or partner of the other party, and the relationship between the parties will only be that of independent contractors. Neither party will have any right or authority to assume or create any obligations or to make any representations or warranties on behalf of the other party, whether express or implied, or to bind the other party in any respect whatsoever.

Apple-Specific Terms

In addition to your agreement with the foregoing terms and conditions, and notwithstanding anything to the contrary herein, the following provisions apply with respect to your use of any version of Packsmith Co.’s mobile application (“App”) compatible with the iOS operating system of Apple Inc. (“Apple”). Apple is not a party to these Terms and does not own and is not responsible for the App. Apple is not providing any warranty for the App except, if applicable, to refund the purchase price for it. Apple is not responsible for maintenance or other support services for the App and will not be responsible for any other claims, losses, liabilities, damages, costs, or expenses with respect to the App, including (a) any third-party product liability claims, (b) claims that the App fails to conform to any applicable legal or regulatory requirement, (c) claims arising under consumer protection or similar legislation, and (d) claims with respect to intellectual property infringement. Any inquiries or complaints relating to the use of the App, including those pertaining to intellectual property rights, must be directed to Packsmith Co. in accordance with the “Information or Complaints” section below. The license you have been granted herein is limited to a non-transferable license to use the App on an Apple-branded product that runs Apple’s iOS operating system and is owned or controlled by you, or as otherwise permitted by the Usage Rules set forth in Apple’s App Store Terms of Service, except that the App may also be accessed and used by other accounts associated with you via Apple’s Family Sharing or volume purchasing programs. In addition, you must comply with the terms of any third-party agreement applicable to you when using the App, such as your wireless data service agreement. Apple and Apple’s subsidiaries are third-party beneficiaries of these Terms and, upon your acceptance of the terms and conditions of these Terms, will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary thereof; notwithstanding the foregoing, Packsmith Co.’s right to enter into, rescind, or terminate any variation, waiver, or settlement under these Terms is not subject to the consent of any third party.

Information of Complaints

If you have a question or complaint regarding the Offerings, please send an email to hello@packsmith.io. You may also contact us by writing to Passerine Technologies, Inc, 3101 Ocean Park Blvd Ste 100 PMB 236, Santa Monica, CA 90405, or by calling us at (888) 890-2230. Please note that email communications will not necessarily be secure; accordingly, you should not include credit card information or other sensitive information in your email correspondence with us. California residents may reach the Complaint Assistance Unit of the Division of Consumer Offerings of the California Department of Consumer Affairs by mail at 1625 North Market Blvd., Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210.