Packiyo Terms of Service

Last Updated: Jun 8, 2026

PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE ACCESSING OR USING THE PACKIYO PLATFORM. BY CREATING AN ACCOUNT, CLICKING “I AGREE” OR OTHERWISE ACCESSING OR USING THE SERVICE, YOU AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE, DO NOT ACCESS OR USE THIS SERVICE.

If you are entering these Terms on behalf of an organization, you represent and warrant that you have the legal authority to bind that organization, and that organization agrees to be bound by these Terms. References to “you” or “Client” include both the individual and any such organization.

1. Definitions

For purposes of these Terms, the following capitalized terms have meanings set forth below:

“Agreement” means these Terms, together with any Order Form, Master Service Agreement (“MSA”), Statement of Work (“SOW”), or other incorporated policies, all of which are incorporated herein by reference
“Annual Subscription” means a fixed term subscription arrangement as described in Section 3.2
“API” means the application programming interface(s) provided by Packiyo that enable programmatic access to the Service.
“3PL” means a third party logistics service company providing logistics services for its clients and that engages Packiyo directly as a subscriber to the Service.
“3PL Client” means a client of the 3PL. 3PL Clients do not have the same access as a 3PL
“Brand ” means any Qualified Merchant who engages directly with Packiyo for its services.
“Client” or “you” means the individual or legal entity accessing or using the Service
“Client Data” means all data, information, and the content uploaded, inputted, or otherwise transmitted by Client or its Users into the Service. Client Data does not include Sensitive Information (defined below).
“Confidential Information” means non-public information disclosed by one party or the other that is designated as confidential at the time of disclosure, or that a reasonable person would understand to be confidential given the nature of the information and circumstances of disclosures.
“Documentation” means the user guides, technical specifications, manuals, and related materials made available by Packiyo describing the features and functionality of the Service.
“Effective Date” means of the earlier of: (a) the date Client first accesses the Service, or (b) the effective date stated in an applicable Order Form
“Enterprise Subscription” means a fixed term subscription arrangement as described in Section 3.3
“Fees” means all subscription, license, usage, overage, and related charges payable by Client under the Agreement
“License” means a paid right granted to one individual User to access and use the Service.
“Month-to-Month Subscription” means a rolling monthly subscription as described in Section 3.1
“Order Form” means a written ordering document executed by both parties that specifies the Service, subscription tier, term, and applicable Fees.
“Overage Fees” means the additional per unit charges incurred by Client with its usage exceed the Shipment Tier or User Tier specified in the applicable Order Form, as further described in Section 6.1
“Packiyo”, “we”, “us”, or “our” means Packiyo Holdings Inc, a corporation organized under the laws of the State of Delaware.
“Platform Fee” means the recurring monthly base fee for access to the Service as specified in the applicable Order Form, billed monthly as described in Section 6.1
“Qualified Merchant” means a Brand Client or end-customer of a 3PL Client through the Service or who is Actively Shipping using Packiyo as the primary platform for processing orders.
“Sensitive Information” means credit or debit card information, personal financial account information, Social Security or national identification numbers, passport or driver’s license numbers, health or medical information, racial or ethnic origin, or other information subject to data protection laws or industry standards (including HIPAA and PCI-DSS). Client may not use the Service to store, collect, or process Sensitive Information.
“Service” means the Packiyo software-as-a-service platform, including web applications, APIs, mobile access, and related hosting infrastructure, as further described in the Documentation.
“Shipment Tier” means the maximum number of Shipment per billing period included in Client’s subscription at no additional charge, as specified in the applicable Order Form. Shipments in excess of the Shipment Tier are subject to Overages Fees as described in Section 6.1.
“Shipment” means Total Shipments listed in the Packiyo platform.
“Term” means the period during which Client is authorized to access the Service, as defined in the applicable Order Form or as set forth in Section 3
“User” means any employee, contractor, or agent authorized by Client to access and use the Service under Client’ account.
“Written Notice” or “Notice” means a communication delivered by email with confirmation of receipt
“License Tier” means the maximum number of licenses included in the Client’s Platform Fee as specified in the applicable Order Form.

2. Access and Use

2.1 Grant of Access

Subject to Client’s compliance with these Terms and timely payment of all applicable Fees, Packiyo grants Client a limited, non-exclusive, non-transferable, non-sublicensable, and revocable right to access and use of Service during the Term, solely for Client’s internal business operations and in accordance with the Documentation.

2.2 Restrictions

Client shall not, and shall not permit any User or third party to:

Copy, modify, adapt, translate, or create derivative works based on Service or Documentation;
Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Service;
Circumvent or attempt to circumvent usage limits, license restrictions, or access controls;
Use the Service to develop, build, or assist in the development of a competing product or service;
Remove, alter, or obscure any proprietary notices, labels, or markings on the Service;
Provide, resell, or sublicense access to the Service to any unauthorized third party;
Use Packiyo’s proprietary platform outputs, platform generated analytics, API response schemas, or workflow configurations to train, fine tune, or otherwise develop machine learning or artificial intelligence models, without Packiyo’s prior written consent. For the avoidance of doubt, this restriction does not apply to Client’s uses of its own operational or shipment data for internal business purposes.
Access or use the Service in a manner that violates applicable law or these Terms.
Use any AI-based tools, automated scripts, or data mining techniques to scrape, extract, or reproduce data from the Service in bulk, or in any manner that compromises platform security, performance, or data integrity
Use Packiyo data, platform outputs, API responses, workflows, or any content generated by or derived from the Service to train, fine-tune, or otherwise develop machine learning or artificial intelligence models, without Packiyo’s prior written consent.

2.3 Service Modifications

Packiyo reserves the right to modify, update, or discontinue features or functionality of the Service at any time. Where a modification materially reduces the core functionality of the Service, Packiyo will use commercially reasonable efforts to provide Client with at least thirty (30) days’ prior written notice. For the avoidance of doubt, “material reduction in core functionality” does not include changes to Features, UI/UX updates, or modifications required by applicable law or carrier policy.

3. Subscription Structure

3.1 Month-to-Month Subscriptions

Unless otherwise stated in Order Form, subscriptions are provided on a month-to-month basis. Monthly subscriptions:

Automatically renew on a monthly basis unless canceled;
May be canceled by either party with thirty (30) days’ prior written notice;
Are billed monthly in advance; and
Cancellations become effective at the end of the applicable month. No partial- month refunds will be issued.

3.2 Annual Subscriptions

Annual Subscriptions are fixed twelve (12) month commitments at the Annual tier, as specified in the Order Form. Annual Subscriptions:

Are billed monthly in advance on a thirty (30) day cycle from the Effective Date for the duration of the Term. Packiyo does not require prepayment of the full annual term. Client will be billed monthly on a thirty (30) day cycle from Effective Date;
Include the features and service levels designated for the Annual tier in the applicable Order Form or Packiyo’s then current Annual service description, which may differ from the features available under the Enterprise tier;
Automatically renew for successive one year terms unless either party provides written notice of non-renewal at least sixty (60) days prior to the end of the then current term;
Require payment of monthly Fees throughout the full Term. Client’s obligation to pay all monthly fees for the full Term is unconditional, regardless of actual usage and;
May be terminated early by Client at any time upon written notice to Packiyo, subject to the early termination consequences set forth in Section 3.4.

3.3 Enterprise Subscriptions

Enterprise Subscriptions are fixed twelve (12) month commitments at the Enterprise tier, as specified in the Order Form. Enterprise Subscriptions include premium support, enhanced service levels, and other benefits not available under the standard Annual Subscription tier, as set forth in the applicable Order Form or Packiyo’s then current Enterprise service description. Enterprise Subscriptions:

Are billed monthly in advance on a thirty (30) day cycle from the Effective Date for the duration of the Term. A valid payment method must be on file at all times. Client’s obligation to pay all monthly Fees for the full Term is unconditional regardless of actual usage;
Include the premium perks designated for the Enterprise tier in the applicable Order Form or Packiyo’s then current Enterprise service description;
Automatically renew for successive one-year terms unless either party provides written notice of non-renewal at least sixty (60) days prior to the end of the then-current term and;
Require payment of monthly Fees throughout the full Term. Client’s obligation to pay all monthly Fees for the full Term is unconditional, regardless of actual usage; and ;
May be terminated early by Client at any time upon written notice to Packiyo, subject to early termination consequences set forth in Section 3.4.

3.4 Early Termination of Annual or Enterprise Subscriptions

If Client elects to terminate an Annual Subscription or Enterprise Subscription prior to the expiration of the Term for any reason other than Packiyo’s uncured material breach pursuant to Section 14.3 or Packiyo’s modification of these Terms pursuant to Section 18.2, the following consequences apply regardless of which annual tier Client is subscribed to: Packiyo will use commercially reasonable efforts to mitigate its damages following receipt of an early termination notice, including by making reasonable efforts to re-deploy or re-allocate resources previously dedicated to Client’s account. Any amounts recovered or reasonably recoverable by Packiyo through such mitigation shall reduce the accelerated fees otherwise payable by Client under this Section

All remaining monthly Fees that would have been payable through the end of the Term become immediately due and payable in full upon the effective date of termination. For clarity, monthly invoices that have not been issued are accelerated and become due as a single lump sum payment at termination;
No refunds will be issued for any prepaid Fees or Fees already paid or invoiced; and
Packiyo will issue a final invoice for all remaining Fees due under this Section within five (5) business days of receipt of the termination notice. Such invoice will be immediately due and payable in full upon the effective date of termination. Packiyo reserves the right to pursue all remedies available by law or in equity if Client fails to satisfy the balance due.

4. User Accounts and License Billing

4.1 Account Responsibility

Client is solely responsible for:

Creating, enabling, disabling, re-enabling, and deleting User accounts;
Ensuring that each User account is assigned to a single, identified individual (no credential sharing);
Maintaining accurate and current User information;
Preventing unauthorized access to or use of User accounts and credentials.

Packiyo is not responsible for the charges resulting from Client’s failure to properly manage User accounts, including failure to timely disable or delete accounts for departed personnel. If a security incident occurs that Packiyo reasonably determines resulted from Client’s failure to secure its credentials, Packiyo reserves the right to charge Client for reasonable engineering and investigation costs incurred in connection with remediating such incident.

4.2 License Lifecycle and Billing Rules

Each User account progresses through lifecycle stages that determine billing status, as follows:

Created Date: The date a User account is first created and becomes active.
Disable Date: The date a User account is temporarily deactivated.
Re-enable Date: The date a disabled User account is restored to active status.
Deleted Date: The date a User account is permanently removed. History activity associated with the account remains available for audit purposes.

The following billing rules apply to all User accounts:

User accounts that are created or in an enabled state are billed the standard monthly license fee until disabled or deleted.
Accounts created and then disabled or deleted within two (2) hours of creation will not be billed.
Accounts disabled or deleted at any point during a billing month are billed for the full calendar month in which the disable or deletion occurred.
If a disabled account is re-enabled at any point during a billing month, the full monthly license fee applies for that month.
Billing automatically resumes upon re-enablement of a disabled account
License fee disputes must be submitted to Packiyo in writing within thirty (30) days of the invoice date. Amounts not disputed within this period are deemed accepted by Client.

4.3 3PL Accounts

For Clients operating as a 3PL, the following additional rules apply:

All licensing and billing rules set forth in Section 4.2 apply to 3PL accounts.
3PL client accounts (end-customer logins operating under a 3PL’s parent account) are not subject to individual licensing fees.
Only primary operational User accounts associated with the 3PL entity are subject to standard licensing fees.
Each 3PL agrees to disclose these Terms to its applicable 3PL Client and represents to Packiyo that each 3PL Client has received, acknowledged, and consented to these Terms. For the avoidance of doubt, these Terms do not create a direct contractual relationship between 3PL Clients and Packiyo, but 3PL shall be liable to Packiyo for any breach of these Terms caused by a 3PL Client accessing the Service under 3PL’s account.

5. Shipping Responsibilities

5.1 Client Responsibility for Shipping Configuration

Client is solely responsible for all aspects of its shipping operations conducted through the Service, including carrier selection, shipping methods, service levels, package dimensions, declared values, and shipment configuration. Packiyo may make available cost optimization tools, such as “cheapest shipping” functionality, as a convenience feature only. Packiyo makes no representation, warranty, or guarantee regarding carrier rates, delivery times, carrier performance, or the accuracy of third party carrier data.

5.2 Compliance with Carrier Terms

Client is solely responsible for compliance with terms of service, shipping policies, and applicable laws governing each carrier used through the Service. Packiyo does not validate the legality, accuracy, or regulatory compliance of any shipment data entered by Client.

5.3 Shipment Overages Dispute Window

Any disputes related to overages for shipping charges invoiced must be submitted to Packiyo in writing within thirty (30) days of the applicable invoice date. Shipping overage charges not disputed within this period are deemed accepted by Client.

6. Fees and Payment

6.1 Fees

Client agrees to pay all Fees specified in the applicable Order Form or as otherwise communicated by Packiyo in advance of a billing period. All Fees are quoted and payable in U.S. dollars. Fees consist of the following components, each with its own billing cadence;

(a) Platform Fees

The Platform Fee is the monthly charge for access to the Service as specified in the applicable Order Form. The first Platform Fee will begin fourteen (14) days after signing up in the Packiyo payment system.. Thereafter, the Platform Fee will be charged monthly on a thirty (30) day cycle from the Effective Date for the duration of the Term. Platform Fees are billed in advance.

(b) Shipment Overage Fees

If Client’s total Shipments in a calendar month exceed the Shipment Tier specified in the applicable Order Form, Client will be charged an overage fee indicated on the Order Form per Shipment above the Shipment Tier (“Shipment Overage Fee”). Shipment Overage Fees are calculated at the close of each calendar month and billed within the seven (7) business days of the last day of the applicable month. Shipment Overage Fees are billed after the close of the respective month

(c) License / User Overage Fees

If the number of active licenses on Client’s account at any point during a billing month exceeds the License Tier specified in the applicable Order Form, Client will be charged an overage fee in the applicable Order Form per additional license per month. License Overage Fees are calculated at the close of each calendar month and invoiced within seven (7) business days of the last day of the applicable month. License Overage Fees are billed after the close of the respective month.

(d) Invoice Dispute and Good Faith Resolution Process

Dispute Submission: Client may dispute any invoice or charge by submitting a written dispute notice to Packiyo at ar@packiyo.com within thirty (30) days of the applicable invoice date. The dispute notice must: (a) identify the specific invoice or line items in dispute; (b) state the amount disputed; and (c) provide a reasonably detailed explanation of the basis for the dispute.
Good Faith Resolution: The parties agree to work together in good faith to promptly resolve any dispute or payment issue prior to exercising any suspension or termination rights outlined in Section 6.4 or formal dispute resolution under Section 16
Undisputed Amounts: Client’s submission of a dispute notice does not excuse payment of undisputed invoice amounts, which remain due per Section 6.2
Deemed Acceptance: Invoice amounts not disputed within the thirty (30) day window are deemed accepted by Client and are not subject to subsequent dispute

6.2 Payment Terms

Invoices are due and payable per the payment terms set forth in the applicable Order Form and charged via the valid payment method on file.

Platform Fees are billed monthly and due upon receipt and will be processed against the payment method on file. Client’s obligation to pay all monthly Fees are unconditional regardless of actual usage

Shipment Overage Fee and License Overage Fee invoices are billed within the seven (7) business days of the last day of the applicable month, regardless of the subscription type.

For both Annual and Enterprise Subscriptions, the monthly billing cadence does not limit or reduce Client’s total financial commitment for the Term. If Client terminates early, the accelerated payment obligation in Section 3.4 applies.

6.3 Late Payment

Overdue amounts will accrue interest at the lesser of: (a) 1.5% compounded on a monthly basis ; or (b) the maximum rate permitted by applicable law, calculated from the due date until the date of actual payment. Client will also be responsible for all reasonable costs of collection, including attorneys’ fees, incurred by Packiyo in connection with collecting overdue amounts.

6.4 Suspension for Non-Payment

Packiyo may suspend Client’s access to the Service if payment is overdue by more than ten (10) business days following written notice to Client. Suspension does not relieve the Client of its obligation to pay all outstanding Fees. Access will be restored promptly upon receipt of all overdue amounts.

6.5 Taxes

All Fees are exclusive of applicable sales, use, value-added, excise, or similar taxes, levies, or duties imposed by any taxing authority. Client is solely responsible for payment of all such taxes. If Packiyo is required by law to collect such taxes, they will be itemized on the applicable invoice.

6.6 Fee Changes

Packiyo reserves the right to adjust Fees for new or renewed Terms. For Month-to-Month subscriptions, Packiyo will provide thirty (30) days’ prior written notice of any Fee increase before it becomes effective.

For Annual Subscriptions, the monthly Fee rate in effect at the start of a Term will remain fixed for the duration of that Term. Packiyo will provide sixty (60) days’ prior written notice for any Fee increase before an Annual Subscription renewal term begins.

For Enterprise Subscriptions, the monthly Fee rate in effect at the start of the Term will remain fixed for the duration of that Term. Packiyo will provide sixty (60) days’ prior written notice of any Fee increase before an Enterprise Subscription renewal term begins, in recognition of the additional planning requirements associated with the Enterprise tier.

The Shipment Overage Fee rate as set forth in the applicable Order Form and the License Overage Fee rate as set forth in the applicable Order Form are subject to change. Packiyo will provide notice of any change to overage rates in accordance with the notice period applicable to the Client’s subscription type prior to the Effective Date of the rate change.

Continued use of the Service following notice of a Fee increase constitutes acceptance of the updated Fees.

6.7 Non-Refundable Fees

Except as expressly stated in these Terms or as required by applicable law, all Fees paid to Packiyo are non-refundable. For Annual Subscriptions: (a) monthly Fees that have been invoiced and paid are non-refundable; and (b) early termination does not relieve Client of the obligation to pay all remaining monthly Fees for the full Annual Term. For Enterprise Subscriptions: (a) monthly Fees that have been invoiced and paid are non-refundable; and (b) early termination does not relieve Client of the obligation to pay all remaining monthly Fees for the full Enterprise Term. The non-refundability of paid Fees and the obligation to pay remaining Fees are separate and cumulative obligations under both the Annual and Enterprise Subscriptions.

6.8 Service Level Commitment

Packiyo will use commercially reasonable efforts to make the Service available with an uptime of at least 99.5% during any calendar month, excluding schedule maintenance windows (“Uptime Commitment”). Packiyo will provide at least forty-eight (48) hours prior written notice of scheduled maintenance that is reasonably expected to cause downtime exceeding thirty (30) minutes. If Packiyo fails to meet the Uptime Commitment in any calendar month, Client may request a service credit equal to a pro-rated portion of the monthly Platform Fee for the affected period, calculated based on the duration of the outage. Service Credits are Client’s sole and exclusive remedy for downtime and do not apply to outages caused by: (a) Client’s acts or omissions; (b) Third Party Integration failures as described in Section 8.5; (c) Force Majeure events under Section 17; or (d) scheduled maintenance. Service credit requests must be submitted in writing within thirty (30) days of the applicable outage. Packiyo will evaluate all credit requests in good faith and notify Client of its determination within fifteen (15) business days of receipt.

7. Client Data

7.1 Ownership

As between the parties, Client retains all rights, title, and interest in and to Client Data. Packiyo claims no ownership interest in Client Data.

7.2 License to Process Client Data

Client grants Packiyo a limited, non-exclusive, worldwide, royalty-free license to access, store, process, and transmit Client Data solely to the extent necessary to: (a) provide the Service; (b) maintain, support, and improve the Service; and (c) fulfill Packiyo’s obligations under the Agreement. This license terminates upon expiration or termination of the Agreement, subject to Section 14.6.

7.3 Client Responsibility for Client Data

Client is solely responsible for:

The accuracy, quality, integrity, legality, and appropriateness of Client Data;
Obtaining all necessary rights, consents, and permissions required to submit Client Data to the Service and to authorize Packiyo’s processing of such data; and
Ensuring all Client Data does not violate applicable law, third party intellectual property rights, or privacy obligations.

Packiyo is not responsible for any regulatory penalties, carrier adjustments, or third party claims arising from inaccurate, incomplete or unlawful Client Data.

7.4 Aggregated Data

Packiyo may collect, generate, and use anonymized and aggregated data derived from Client’s use of Service (“Aggregated Data”) for purposes including analytics, service improvement, benchmarking, and product development. Aggregated Data does not identify Client or any individual User and is not considered Client Data or Confidential Information.

Client agrees not to use the Service to store, collect, manage, or process Sensitive Information (as defined in Section 1). Packiyo will have no liability arising from Client’s use of the Service to collect or manage Sensitive Information in violation of this Section.

7.5 Data Export

Client may export its Client Data from the Service in standard formats, including CSV using the export functionality made available within the platform. Standard data exports are included in the Client’s subscription at no additional charge

If Client requires custom data exports, non-standard formats, or export assistance beyond the standard platform functionality, Packiyo may, at its sole discretion, provide such assistance at Packiyo’s then current professional services rates, as communicated to Client in advance. Custom export engagements must be agreed upon in writing prior to commencement of work.

Packiyo does not guarantee the availability of any specific export format beyond those described in the Documentation. Client is responsible for validating the accuracy and completeness of any exported data.

7.6 Prohibition on AI and Machine Learning Training Use

Client may not use Packiyo’s proprietary platform outputs, platform-generated analytics, , API response schemas,, workflow configurations, Packiyo’s Documentation to train, fine-tune or otherwise develop machine learning or artificial intelligence models, without Packiyo’s prior express written consent. For the avoidance of doubt, this prohibition does not restrict Client from using its own operational data, shipment records, or order data – even if generated through the Service – for Client’s internal business analytics, benchmarking, or planning purposes. This prohibition applies regardless of whether any prohibited use is for Client’s internal purposes or for the benefit of any third party. Any consent granted under this Section may be conditioned on such terms that Packiyo deems appropriate, including execution of a separate data use agreement. Violation of this Section with respect to Packiyo’s proprietary content constitutes a material breach of this Agreement.

8. Data Privacy and Security

8.1 Data Processing

To the extent Packiyo processes personal data on behalf of the Client in the course of providing the Service, Packiyo acts as a data processor (or service provider, as applicable under relevant law), and Client acts as the data controller. Packiyo will process such personal data only in accordance with Client’s documented instructions or as necessary to perform the Service. In its capacity as a service provider under the California Consumer Privacy Act (CCPA) and applicable regulations. Packiyo agrees to the following: (a) Packiyo shall not sell or share personal information collected pursuant to this Agreement; (b) Packiyo shall not retain, use, or disclose personal information collected under this Agreement for any purpose other than providing the Service and fulfilling its obligations hereunder, or as otherwise permitted by applicable law; (c) Packiyo shall not retain, use, or disclose personal information outside the direct business relationship between Packiyo and Client; (d) Packiyo shall notify Client if it makes a determination that it can no longer meet its obligations under the CCPA or applicable privacy law; (e) Client shall have the right, upon reasonable notice, to take reasonable and appropriate steps to ensure that Packiyo uses personal information in a manner consistent with Client’s obligations under the CCPA, including by conducting audits or requesting documentation; (f) Client shall have the right upon notice to take reasonable and appropriate steps to stop and remediate Packiyo’s unauthorized use of personal information and (g) Packiyo shall cooperate with Client to enable Client to respond to consumer rights requests submitted under the CCPA or other applicable privacy laws. The parties acknowledge that a Data Processing Addendum (“DPA”) may be executed by the parties and, upon execution, shall be incorporated into and form part of this Agreement.

8.2 Security Safeguards

Packiyo maintains commercially reasonable administrative, and technical safeguards designed to protect Client Data against unauthorized access, disclosure, alteration, or destruction. These safeguards include, without limitation, access controls, encryption in transit, and periodic security assessments. Client acknowledges that no method of data transmission or storage can be guaranteed to be completely secure.

8.3 Data Breach Notification

In the event Packiyo discovers a confirmed security breach that results in unauthorized access to or disclosure of Client Data, Packiyo will notify Client without undue delay and, in any event, within seventy two (72) hours of Packiyo’s becoming aware of such breach. Packiyo will cooperate with Client in good faith to assess the scope of the breach and take reasonable remediation steps.

8.4 Client Privacy Obligations

Client is solely responsible for:

The lawful collection, use, and processing of personal data submitted to the Service;
Obtaining all required consents from individuals whose personal data is included in Client Data; and
Compliance with all applicable data protection and privacy laws, including by not limited to the California Consumer Privacy Act (CCPA) and any other applicable state or federal privacy regulations.

8.5 Third Party Platform and Integration Disclaimer

The Service may connect to or integrate with third party platforms, APIs, carrier networks, marketplaces, and other external services (“Third Party Integrations”). Packiyo is not responsible for, and expressly disclaims all liability arising from any outage, data inaccuracy, data loss, delay, failure, or degraded performance caused by or attributable to any Third Party Integration, including but not limited to: carrier networks or rate feed providers; e-commerce marketplace platforms; payment processors, external API providers, warehouse management or ERP systems integrated with the Service, or any other third party software, service, or infrastructure outside of Packiyo’s direct control.

Packiyo does not warrant the availability, accuracy, timeliness, or reliability of data received from Third Party Integrations and shall have no liability for errors, omissions, or failures in Client’s operations resulting therefrom. Client assumes all risk associated with its reliance on Third Party Integration data and is responsible for independently validating critical operational information.

8.6 Subprocessors

Packiyo may engage third party subprocessors to assist in providing the Service, which may involve those subprocessors processing Client Data. Packiyo will: (a) maintain a list of current subprocessors and make available to Client upon written request; (b) provide at least thirty (30) days’ prior written notice to Client before adding new subprocessor that will process Client Data; and (c) ensure that any subprocessor is bound by written data protection obligations at least as protective as those set forth in this Agreement. Client may object to the addition of a new subprocessor by providing written notice to Packiyo within fifteen (15) days of receiving Packiyo’s notification. If the parties are unable to resolve Client’s objection in good faith within fifteen (15) days. Client may terminate the applicable subscription without incurring early termination fees under Section 3.4, upon thirty (30) days’ written notice.

9. Acceptable Use

Client agrees to use the Service lawfully, responsibly, and in accordance with these Terms and all applicable laws and regulations. Client is responsible for all activity occurring under its account, including actions taken by Users, employees, contractors, affiliates, and end customers accessing the Service through Client’s account.

9.1 Compliance with Laws

Client shall use the Service only in compliance with all applicable laws and regulations, including:

Shipping, customs, and carrier regulations;
Export control and economic sanctions laws;
Data privacy and consumer protection laws; and
Tax, trade, and commerce compliance laws.

Client may not use the Service to facilitate unlawful transactions, misrepresent goods, or evade regulatory requirements.

9.2 Shipping Integrity and Carrier Compliance

Client may not use the Service to:

Misstate shipment weights, dimensions, classifications, or contents;
Manipulate shipment data to obtain unauthorized carrier rates or billing treatment;
Circumvent carrier billing rules or service policies; or
Ship prohibited or restricted goods without proper authorization.

9.3 Platform Integrity and Security

Client shall not:

Introduce malware, malicious code, harmful scripts, or other disruptive content into the Service;
Attempt to gain unauthorized access to accounts, systems, networks, or data;
Interfere with the availability, performance, or security of the Service or related systems; or
Conduct denial-of-service attacks or exploit vulnerabilities in the Service.

Client must promptly notify Packiyo at support@packiyo.com of any known or suspected security incident involving Client’s account.

9.4 Account and License Integrity

Client may not:

Share User credentials between multiple individuals;
Create or use accounts in a manner designed to avoid billing obligations;
Circumvent license limits or subscription restrictions; or
Reverse engineer or attempt to derive source code from the Service.

Each User account must represent a uniquely identified individual.

9.5 Prohibited Content and Activities

Client shall not use the Service to store, transmit, or facilitate:

Fraudulent, deceptive, or misleading practices;
Content that infringes third party intellectual property rights;
Counterfeit goods or materials;
Content that promotes violence, harassment, or unlawful conduct;
Materials involving exploitation of minors; or
Any goods or services prohibited under applicable law.

9.6 API and Automated Usage

Where Client uses the Packiyo API or automated integrations:

All use must comply with the Documentation and applicable technical limits;
Automated requests must not degrade or destabilize Service performance; and
Scraping, excessive polling, or abusive automation patterns are prohibited.

Packiyo may throttle, rate-limit, or suspend API access that materially impacts platform stability, security, or the experience of other customers. The use of AI tools for data scraping, automated data extraction, or bulk data mining via the API is strictly prohibited.

9.7 Enforcement

Packiyo may review Client’s use of Service as reasonably necessary to maintain platform integrity, security, and compliance with the Agreement. Packiyo is not obligated to monitor Client activity but may investigate suspected misuse. Packiyo may take actions it deems reasonably necessary to protect the Service, its customers, or third parties, including issuing warnings, restricting access, suspending accounts, or terminating the Agreement. If Client becomes aware of conduct that may be inconsistent with this Section 9, Client agrees to promptly notify Packiyo at support@packiyo.com.

10. Intellectual Property

10.1 Packiyo IP

The Service, including all software, algorithms, interfaces, workflows, Documentation, and related materials, is and remains the exclusive property of Packiyo and its licensors. The Terms do not transfer any intellectual property rights in the Service to the Client. All rights not expressly granted herein are reserved by Packiyo.

10.2 Client Data Ownership

As between the parties, Client retains all ownership rights in and to Client Data, subject to the license granted to Packiyo under Section 7.2.

10.3 Feedback

If Client or any User provide Packiyo with suggestions, ideas, enhancement requests, or other feedback regarding the Service (“Feedback”), Client hereby grants Packiyo a perpetual, irrevocable, worldwide, and royalty free license to use, reproduce, modify, and incorporate such Feedback into the Service or otherwise for any commercial purpose, without restriction or compensation to Client.

Packiyo shall not, and shall ensure its affiliates do not use a Client’s Confidential Information or Client Data, including pricing, volume data, or contact details of Client’s customers, to directly solicit the business of 3PL Client’s Qualified Merchants. This restriction shall not prohibit Packiyo from (a) engaging in general advertising or broad based marketing not targeted at Client’s specific customer data; (b) engaging with a Qualified Merchant that independently contacts Packiyo without solicitation; or (c) engaging with a Qualified Merchant with Client’s prior written consent.

11. Confidentiality

11.1 Obligations

Each party that receives Confidential Information from the other (the “Receiving Party”) agrees to treat that information with the same standard of care it applies to its own most sensitive proprietary information and in no case less than reasonable care. The Receiving Party may use Confidential Information only to the extent necessary to carry out its rights and duties under this Agreement. Disclosure of personnel, contractors, or advisors is permitted solely where those individuals have a demonstrable need to access the information and are bound by written confidentiality obligations at least as protective as those set forth in this Agreement. The Receiving Party may not disclose Confidential Information to any other third party without the prior written approval of the Disclosing Party.

11.2 Exclusions

The confidentiality obligations in Section 11.1 do not apply to any information the Receiving Party can demonstrate by written records or other credible evidence that: (a) the Receiving Party created independently, through its own efforts and resources, without drawing on any Confidential Information of the Disclosing Party; (b) was, at the time of disclosure, or subsequently becomes, part of the public domain through no breach of this Agreement attributable to the Receiving Party; (c) was already in the Receiving Party’s possession before the Disclosing Party first disclosed it, and at that time was not subject to any confidentiality obligation; or (d) was received by the Receiving Party from a third party that had the lawful right to disclose it and did so without imposing any obligation of confidentiality.

11.3 Compelled Disclosure

If the Receiving Party is required to disclose Confidential Information by law, regulation, or court order, the Receiving Party will: (a) provide the Disclosing Party with prompt prior written notice of such requirement (to the extent permitted by law); (b) cooperate with the Disclosing Party in seeking a protective order or other appropriate remedy; and (c) disclose only that portion of the Confidential Information that is legally required to be disclosed.

11.4 Survival

The obligations under this Section 11 will survive termination or expiration of the Agreement for a period of three (3) years from the date of termination or expiration, except with respect to trade secrets, which will be protected for as long as they remain trade secrets under applicable law including the Defend Trade Secrets Act 18 U.S.C. 1836 et seq.

12. Warranties and Disclaimers

12.1 Packiyo’s Warranties

Packiyo represents and warrants that: (a) the Service will perform materially in accordance with the Documentation; (b) Packiyo has the right and authority to grant the licenses set forth in these Terms; and (c) Packiyo will implement and maintain commercially reasonable security measures as described in Section 8.2

12.2 Client’s Warranties

Client represents and warrants that: (a) it has the legal authority to enter into this Agreement; (b) its use of the Service will comply with all applicable laws and regulations; and (c) Client Data does not infringe any third party intellectual property rights or violate applicable privacy laws.

12.3 Disclaimer of Implied Warranties

EXCEPT AS EXPRESSLY PROVIDED IN SECTION 12.1, THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND. PACKIYO EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. PACKIYO DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE, OR THAT ANY DEFECTS WILL BE CORRECTED. PACKIYO DOES NOT WARRANT THE ACCURACY, TIMELINESS, OR COMPLETENESS OF ANY DATA PROVIDED BY THIRD-PARTY CARRIERS OR INTEGRATED SERVICES.

13. Indemnification

13.1 Indemnification by Packiyo

Subject to the conditions set out in this Section, Packiyo will, at its expense, defend and indemnify Client against any third party claim asserting that the Service, as delivered by Packiyo and used by Client strictly in accordance with this Agreement, infringes a United States patent, copyright, trademark, or trade secret. This obligation is conditioned on (i) Client providing Packiyo with written notice of the claim promptly upon becoming aware of it, and in any event no later than thirty (30) days after Client receives notice of the claim; (ii) Packiyo being granted exclusive authority to conduct the defense and negotiate any resolution or settlement, at Packiyo’s discretion; and (iii) Client making its personnel and records reasonably available to support Packiyo’s defense efforts without charge to Packiyo, other than reimbursement of Client’s reasonable out of pocket expenses. Packiyo’s obligation to defend and indemnify does not extend to any claim that arises from: Client’s unauthorized alteration of the Service; Client’s use of the Service outside of the scope permitted by this Agreement; or the combination of the Service with software, data, or materials not supplied or approved by Packiyo. If Packiyo determines or reasonably anticipates that the Service may be the subject of a valid infringement claim, Packiyo may, at its election and expense: (a) obtain for Client the right to continue using the Service; (b) modify the Service to eliminate the infringement while preserving substantially equivalent functionality; or (c) if neither (a) nor (b) is commercially practicable, terminate Client’s access to the affected portion of the Service.

13.2 Indemnification by Client

Client will defend, indemnify, and hold harmless Packiyo and its officers, directors, employees, agents, and successors from and against any third-party claims, damages, losses, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to:

Client Data, including any claim that Client Data infringes third-party intellectual property rights or violates applicable privacy law;
Client’s shipping practices, carrier non-compliance, or misuse of shipping functionality;
Misuse of User accounts, License circumvention, or violation of Section 9 (Acceptable Use);
Client’s violation of applicable laws; or
Client’s negligence or willful misconduct.

14. Term and Termination

14.1 Term

This Agreement commences on the Effective Date and continues for the duration of applicable Term, unless earlier terminated in accordance with this Section 14.

14.2 Termination for Convenience

Month-to-Month Subscription may be terminated by either party with thirty (30) days’ prior written notice, effective at the end of the then current billing month.

Annual Subscriptions may be terminated by Client at any time upon written notice to Packiyo. Such termination does not relieve Client of its payment obligations for the full Annual Term. Upon early termination of the Annual Subscription, all remaining monthly Fees through the end of the Term become immediately due and payable in accordance with Section 3.4

Enterprise Subscriptions may be terminated by Client at any time upon written notice to Packiyo. Such termination does not relieve Client of its payment obligations for the full Enterprise Term. Upon early termination of the Enterprise Subscription, all remaining monthly Fees through the end of the Term become immediately due and payable in accordance with Section 3.4

For both Annual and Enterprise Subscriptions, non-renewal notice (as distinct from early termination) must be provided at least sixty (60) days prior to the end of the then current Term, as described in Sections 3.2 and 3.3 respectively.

14.3 Termination for Cause

Either party may bring this Agreement to an end for cause if the other party commits a material breach and that breach remains unremedied after the breaching party has been given reasonable opportunity to fix it. The non-breaching party must deliver a written breach notice that describes the problem with reasonable detail and specificity for the breaching party to understand and address it; the breaching party then has thirty (30) calendar days from receipt of that notice to cure the breach. If the breach is not cured within that window, termination may take effect immediately upon a second written notice from the non-breaching party.

Where Client’s breach relates to the failure to pay Fees when due, Packiyo may shorten the cure period to ten (10) business days from the date Client receives Packiyo’s written payment demand. If payment in full, including any accrued interest under Section 6.3 is not received within that period, Packiyo may terminate immediately and exercise any other remedies available under this Agreement or at law.

Without limiting the foregoing, the following constitute material breach by Client: failure to pay any Fees when due; violation Section 9 (Acceptable Use); unauthorized sharing of User credentials or circumvention of license limits; or breach of Section 11 (Confidentiality).

14.4 Suspension

Without limiting Packiyo’s termination rights, Packiyo may suspend Client’s access the Service (in whole in part) immediately upon notice if: (a) any payment is overdue; (b) Client violates license terms or Section 9; (c) Client’s use poses a security risk to the Service or other customers; or (d) Packiyo is required to do so by applicable law or regulation. Suspension does not relieve Client of payment obligations.

14.5 Termination for Insolvency

Either party may terminate this Agreement immediately upon written notice if the other: (a) becomes insolvent or generally unable to pay its debts as they become due; (b) makes a general assignment for the benefit of creditors; (c) has a receiver, trustee, or similar officer appointed; or (d) is subject to voluntary or involuntary bankruptcy proceedings.

14.6 Effect of Termination

Upon expiration or termination of this Agreement for any reason:

Packiyo will retain Client Data for a period of sixty (60) days following the effective date of termination or expiration (the “Retention Period”). During the Retention Period. Client may export or retrieve Client Data in accordance with Section 7.5. Following expiration of the Retention Period. Packiyo will securely delete or destroy all Client Data in its possession or control, unless Packiyo is required by applicable law to retain such data for a longer period, in which case Packiyo will notify Client and maintain such data in accordance with its legal obligations. Packiyo will provide Client with written confirmation of deletion upon Client’s written request.

All licenses and rights granted to Client hereunder will immediately terminate;
Client will immediately cease all use of the Service;
Client may export or retrieve Client Data within thirty (30) days following termination, after which Packiyo may delete Client Data in accordance with its data retention policies;
All Fees that have been invoiced but remain unpaid become immediately due and payable;
For Annual Subscriptions terminated prior to the expiration of the Term: all remaining monthly Fees through the end of the Annual Term that have not yet been invoiced are accelerated and become immediately due and payable as a lump sum as of the termination date, pursuant to Section 3.4;
For Enterprise Subscriptions terminated prior to the expiration of the Term: all remaining monthly Fees through the end of the Enterprise Term that have not yet been invoiced are accelerated and become immediately due and payable as a lump sum as of the termination date, pursuant to Section 3.4; and
Sections 1, 4.2, 6, 7, 10, 11, 12.3, 13, 15, 16, 17, and 18 will survive termination.

15. Limitation of Liability

15.1 Exclusion of Consequential Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, FOR LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF DATA, LOSS OF GOODWILL, OR BUSINESS INTERRUPTION, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF THE THEORY OF LIABILITY.

15.2 Aggregate Liability Cap

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PACKIYO’S TOTAL CUMULATIVE LIABILITY TO CLIENT ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, WILL NOT EXCEED THE TOTAL FEES PAID BY CLIENT TO PACKIYO IN THE TWELVE (12) CALENDAR MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

15.3 Exceptions

The limitations set forth in Sections 15.1 and 15.2 will not apply to: (a) a party’s indemnification obligations under Section 13; (b) Client’s payment obligations under Section 6; (c) a party’s breach of Section 11 (Confidentiality); or (d) a party’s gross negligence or willful misconduct.

16. Dispute Resolution

16.1 Informal Resolution

Before initiating any formal legal proceedings, the parties agree to attempt in good faith to resolve any dispute, claim, or controversy arising out of or relating to this Agreement through informal negotiation. Either party may initiate this process by providing written notice to the other party describing the dispute in reasonable detail. The parties will negotiate in good faith for a period of thirty (30) days following such notice.

16.2 Governing Law

This agreement and any dispute arising hereunder will be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law principles.

16.3 Venue

If informal resolution is unsuccessful, any dispute arising under or in connection with this Agreement shall be subject to the exclusive jurisdiction of the state and federal courts located in the State of Delaware. Each party irrevocably consents to personal jurisdiction and venue in such courts and waives any objection based on inconvenient forum.

16.4 Statute of Limitations

Except for actions for non-payment of Fees or breach of intellectual property rights or Client’s indemnification obligations, no action arising out of or relating to the Agreement may be brought by either party more than one (1) year after the cause of action has occurred.

17. Force Majeure

Neither party will be liable for any delay in failure to perform its obligations under this Agreement to the extent such delay or failure is caused by circumstances beyond that party’s reasonable control, including acts of God, natural disasters, pandemic, war, terrorism, labor disputes, governmental actions, carrier network outages, or widespread internet or telecommunications failures (each, a “Force Majeure Event”). The affected party will: (a) promptly notify the other party in writing of the Force Majeure Event and its expected duration; and (b) use commercially reasonable efforts to resume performance as soon as practicable. If a Force Majeure Event affecting Packiyo continues for more than sixty (60) consecutive days, Client may terminate the Agreement by written notice without penalty. Notwithstanding the foregoing, Client’s payment obligations are not excused by a Force Majeure Event.

18. General Provisions

18.1 Entire Agreement

These Terms, together with any applicable Order Form, MSA, SOW, and incorporated policies, constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior and contemporaneous agreements, representations, and understandings, whether written or oral.

18.2 Modifications to Terms

Packiyo may modify these Terms from time to time. Material changes will be posted on Packiyo’s website with a new effective date and communicated to Client via email at least thirty (30) days before the updated Terms take effect. Continued use of the Service after the effective date of any modification constitutes Client’s acceptance of the updated Terms. If Client does not agree to a material modification, Client may terminate its subscription by written notice to Packiyo prior to the effective date of the modification, in which case: (a) Month-to-Month Subscribers may terminate in accordance with Section 14.2 without further obligation; and (b) Annual and Enterprise Subscribers may terminate without incurring the early termination payment obligation set forth in Section 3.4, provided such termination is delivered prior to the effective date of the modification.

18.3 Severability

If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision will be modified to the minimum extent necessary to make it enforceable, or if it cannot be so modified, it will be severed. The remaining provisions will continue in full force and effect.

18.4 Waiver

No failure or delay by either party in exercising any right or remedy under the Agreement will constitute a waiver of that right or remedy. No waiver of any breach will be deemed a waiver of any subsequent breach.

18.5 Assignment

Neither party may assign or transfer this Agreement or any rights or obligations hereunder without the other party’s prior written consent, which will not be unreasonably withheld. Notwithstanding the foregoing, either party may assign this Agreement without consent in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets or business, provided the assignee assumes all obligations under this Agreement. Any purported assignment in violation of this section will be void and of no effect.

18.6 Notices

All notices required or permitted under this Agreement must be in writing and delivered by email. Notices to Packiyo should be addressed to: support@packiyo.com. Notices to Client will be sent to the email address associated with Client’s account. Notices are deemed effective upon transmission, provided that no automated bounce back or delivery failure notification is received by the sending party. If a delivery failure is received, the sending party must attempt re-delivery to an alternate email address on file or, if none is available, by overnight courier to the receiving party’s principal place of business.

18.7 Publicity

Unless Client provides written notice to Packiyo opting out, Packiyo may reference Client’s name and logo in its customer lists, website, and marketing materials solely to identify Client as a customer of Packiyo. Packiyo will not make any other public statements regarding the specifics of Client’s use of the Service without Client’s prior written consent. All goodwill arising from any such use of Client’s name and logo shall insure to Client’s benefit.

18.8 No Third-Party Beneficiaries

This Agreement is for the sole benefit of the parties and their respective permitted successors and assigns. Nothing in this Agreement will create any rights in any third party.

18.9 Relationship of the Parties

The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, franchise, or employment relationship between the parties. Neither party has authority to bind the other or to incur obligations on the other’s behalf.

18.10 Counterparts and Electronic Signatures

This Agreement and any Order Form may be executed in counterparts, each of which will be deemed an original. Electronic signatures and execution via any electronic signature platform compliant with the Electronic Signatures in Global and National Commerce Act (ESIGN), 15 U.S.C. 7001 et seq., and applicable state law are deemed valid and binding to the same extent as original signatures.

18.11 Headings

Section headings are included for convenience only and will not affect the interpretation or construction of this Agreement.

19. Contact Information

If you have any questions about these Terms, wish to provide notice under this Agreement, or need to report a security of compliance concerns, please contact us:

Packiyo Holdings Inc

Email: support@packiyo.com

Website: www.packiyo.com

For legal notices, please include “Legal Notice” in the subject line of your email.

By accessing or using the Packiyo platform, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service

Packiyo Holdings Inc | support@packiyo.com | www.packiyo.com