Platform Terms of Service
Document
PACK & KIN STUDIO — PLATFORM TERMS OF SERVICE
Version: 1.0 · Status: Approved · Approved: 2026-09-07 · Approved by: Dax Barron, Mail and More LLC
Approved by the operator for publication. A published version is immutable; a correction is issued as a new version rather than an edit.
AGREEMENT STRUCTURE
These Platform Terms of Service (the "Master Terms") together with the Schedules below and the documents incorporated by reference form the entire agreement (the "Agreement") between Mail and More LLC, an Arizona limited liability company ("Pack & Kin," "we," "us") and the entity or person that accepts them ("Customer," "you").
| Part | Applies to |
|---|---|
| Master Terms | Every Customer |
| Schedule A — Studio Services | Every Customer |
| Schedule B — Shipping, Postage and Carrier Services | Customers using shipping features |
| Schedule C — Fees, Billing and the Wallet | Every Customer |
| Schedule D — Mailbox, CMRA and Form 1583 | Customers operating a mailbox or mailroom |
| Schedule E — Data Processing Addendum | Every Customer |
| Schedule F — Local Software License | Customers installing local components |
Incorporated by reference, each published at /legal/ and each a separate versioned document:
the Acceptable Use Policy (/legal/acceptable-use/) and the Privacy Notice
(/legal/privacy/).
Separate agreements, not covered here. Dealers and sales representatives contract under the
Dealer Agreement (/legal/dealer-agreement/). Third-party developers contract under the
Developer Terms (/legal/developer-terms/).
Order of precedence. If terms conflict: (1) a signed written agreement executed by an authorized officer of Pack & Kin; (2) the Schedules, in lettered order; (3) these Master Terms; (4) the incorporated policies. A Schedule controls over the Master Terms only as to the subject matter that Schedule addresses.
MASTER TERMS
1. Definitions
"Studio" or the "Services" — the Pack & Kin Studio hosted software platform, including the store portal, the point-of-sale, shipping and mailbox features, APIs, and any local components we make available.
"Customer Data" — data you or your Users submit to or generate in the Services, including your records of your own customers.
"End Customer" — a person who transacts with you. An End Customer is your customer, not ours. We are not a party to your sales.
"User" — an individual you authorize to access the Services under your account, including your employees and contractors.
"Carrier" — a transportation or postal provider (USPS, UPS, FedEx, DHL and others) whose services are made available through the Services.
"GPO Account" — a carrier account held by Pack & Kin or its purchasing group through which we resell transportation services. "Own Account" — a carrier account held by you in your own name and linked to the Services.
"Wallet" — the prepaid balance in your account used to fund label purchases and other charges.
"Fee Schedule" — the fees, rates and markups then in effect, published in the Services and at
/legal/. Rates are stated there, not here, so that a price change is a change to the Fee
Schedule and not a reissue of this Agreement.
"Aggregated Data" — see Section 8.4.
2. Acceptance and Changes
2.1 Acceptance. You accept this Agreement by checking the acceptance box at sign-up, by executing an order referencing it, or by accessing the Services. If you accept on behalf of an entity, you represent that you are authorized to bind it, and "you" means that entity.
2.2 One agreement per store. Where you operate more than one store location on the Services, you enter into a separate agreement for each, and each is separately terminable. Your acceptance is recorded against the specific store for which it was given.
2.3 Changes to this Agreement. We may revise this Agreement by publishing a new version.
- (a) Material changes. We will give at least thirty (30) days' notice before a material change takes effect, by email to your account contact and by notice in the Services. A material change requires your affirmative acceptance, and we may condition continued access on it.
- (b) Non-material changes. Corrections, clarifications and changes that do not reduce your rights or increase your obligations take effect on publication, and your continued use is acceptance.
- (c) Fees. Fee changes are governed by Section 6.5, not by this Section.
- (d) The record. Every version remains permanently readable at its own address, and we retain a record of which version you accepted and the exact wording you were shown.
2.4 Immediate changes for legal or safety reasons. We may change this Agreement, the Acceptable Use Policy, or the Services immediately and without prior notice where required by law, by a Carrier, by a payment network, or to address a security or safety risk. We will notify you as soon as reasonably practicable.
3. Accounts, Users and Security
3.1 Eligibility. You must be a business operating in the United States, and you and your Users must be at least 18. The Services are offered only in the United States and are not directed to users outside it.
3.2 Accuracy. You must provide accurate registration information and keep it current. We may suspend an account whose contact, billing or ownership information we cannot verify.
3.3 Your Users. You are responsible for your Users' acts and omissions as if they were your own, including after their employment ends and until you remove their access. You are responsible for promptly removing access for anyone who leaves your business.
3.4 Credentials. You are responsible for safeguarding credentials, API keys, terminal registrations and device pairings issued to your account, and for all activity under them. Notify us promptly at legal@packandkin.net of any suspected compromise. We are not liable for loss arising from your failure to safeguard credentials or to enable available security controls.
3.5 Authority of account owners. We may rely on instructions given through your account by any User whose role permits the action, and we are not required to verify internal authority. Role assignment is your responsibility.
4. The Services
4.1 Grant. Subject to this Agreement and your payment of fees, we grant you a non-exclusive, non-transferable, non-sublicensable right during the Term to access and use the Services for your internal business operations at the locations covered by your subscription.
4.2 Restrictions. You may not, and may not permit anyone to: (a) resell, sublicense, or provide the Services to a third party as a service bureau, except as expressly permitted for your own store operations; (b) reverse engineer, decompile or disassemble any part of the Services, or attempt to derive source code, except to the extent this restriction is unenforceable by law; (c) copy, modify or create derivative works of the Services; (d) remove proprietary notices; (e) access the Services to build a competing product, or for benchmarking without our prior written consent; (f) circumvent usage limits, entitlement gates, metering or rate limits; (g) use automated means to access the Services except through documented APIs; or (h) use the Services in violation of the Acceptable Use Policy.
4.3 Entitlements. Features are enabled by your plan and the add-on packs you activate. Deactivating an add-on or non-payment may disable features and the data views that depend on them. Disabling a feature does not delete the underlying data, but you may lose the ability to read or export it through that feature until it is re-enabled.
4.4 Changes to the Services. We may add, modify, deprecate or remove features. For a material reduction in a paid capability you are actively using, we will give at least thirty (30) days' notice, and if the reduction materially degrades that capability you may terminate the affected add-on effective at the end of your current billing cycle. This is your exclusive remedy for a change to the Services.
4.5 Beta and preview features. Features identified as beta, preview or experimental are provided as-is, may be changed or withdrawn at any time, are excluded from any support commitment, and are not covered by any warranty or indemnity in this Agreement.
4.6 Support. We provide support as described in the Fee Schedule and support policy then in effect. Support does not include work arising from your misuse, your third-party integrations, your hardware, or your failure to install a required update under Schedule F.
5. Your Responsibilities
5.1 Your business is yours. You alone are responsible for your business, your pricing, your sales, your employees, your compliance obligations, and your relationships with your End Customers. We are your software vendor. We are not a party to your sales, not your agent, and not a joint employer of your staff.
5.2 Compliance. You are responsible for complying with all laws applicable to your business, including consumer protection, sales and use tax, wage and hour, weights and measures, privacy, records retention, and the requirements in Schedules B and D.
5.3 Card surcharging and cash discounting. If you use the Services' surcharge or cash-discount features, you are solely responsible for confirming that the practice is lawful in your state, that it complies with card-network rules and any applicable cap, and that you provide required disclosures at the point of sale and on the receipt. Surcharging is prohibited or restricted in some states. We do not advise on, monitor, or verify your use of these features.
5.4 Your own terms with End Customers. You are responsible for your own terms of sale, receipts, refund policy, and any notices you must give your End Customers. We are not a party to them. If you publish your own customer-facing terms through the Services, you are their author and publisher.
5.5 Tax. You are responsible for determining, collecting, reporting and remitting taxes on your sales. Tax rates, product taxability and reports in the Services are tools, not tax advice, and we do not warrant their accuracy or completeness for your jurisdiction.
5.6 Backups and verification. You are responsible for reviewing the accuracy of records you create in the Services and for maintaining your own copies of data you are required to retain.
6. Fees, Billing and Payment
6.1 Fees. You will pay the fees in the Fee Schedule for your plan, your active add-on packs, and your metered usage. Fees may be flat, per-unit, per-location, per-linked-account, per-API-call, or percentage-based, as stated there.
6.2 Billing cycle; no proration. Fees are billed in advance for each billing interval. Add-on changes take effect on entitlements immediately and on price at the next invoice. There is no mid-cycle proration and no partial-period credit.
6.3 Payment method; authorization. You authorize us to charge your designated payment method, and to debit your Wallet, for all amounts due, including recurring fees, metered usage, and amounts swept in arrears. You will keep a valid payment method on file for the Term and for ninety (90) days after it ends so trailing charges can be settled.
6.4 Non-payment. Undisputed amounts not paid when due accrue interest at the lesser of 1.5% per month or the maximum permitted by law, and you will reimburse our reasonable costs of collection, including attorneys' fees. We may suspend the Services for non-payment after ten (10) days' notice. Suspension does not relieve you of fees accruing during the suspension.
6.5 Fee changes.
- (a) Our fees. We will give at least thirty (30) days' notice of an increase to our subscription fees, add-on prices, markup percentages or platform fees, effective at your next billing cycle. Continued use after the effective date is acceptance. If you do not accept, your remedy is to cancel under Section 7.3 before the effective date.
- (b) Pass-through costs. Carrier rates and surcharges, postal rates, interchange and network fees, insurance premiums, and other third-party costs change when the third party changes them and take effect immediately, without notice from us. These are not our prices. We will make current rates visible in the Services.
6.6 Taxes. Fees are exclusive of taxes. You are responsible for all sales, use, excise and similar taxes on the Services, excluding taxes on our net income. If we are required to collect, we will add them to your invoice.
6.7 Disputes. You must dispute an invoice in writing within sixty (60) days of its date or it is deemed accepted. You must pay undisputed amounts while a dispute is pending. Chargebacks and payment reversals are not a substitute for this process, and initiating one on a valid charge is a material breach.
6.8 No refunds. Except where this Agreement expressly says otherwise or a non-waivable law requires, all fees are non-refundable, including for a partial period, unused capacity, a disabled add-on, or a suspension or termination for your breach.
7. Term, Suspension and Termination
7.1 Term. This Agreement begins on your acceptance and continues for your then-current billing interval, automatically renewing for successive intervals of the same length until terminated.
7.2 Auto-renewal notice. For an annual interval we will send a renewal reminder to your account contact at least thirty (30) days before the renewal date.
7.3 Termination by you. You may cancel at any time through the Services or by written notice. Cancellation takes effect at the end of your current paid interval. Fees already paid are not refunded and no proration applies.
7.4 Termination by us. We may terminate for convenience on thirty (30) days' notice. We may terminate or suspend immediately for: (a) your material breach not cured within ten (10) days of notice, or a breach not capable of cure; (b) non-payment under Section 6.4; (c) a violation of the Acceptable Use Policy, Schedule B or Schedule D; (d) a Carrier, payment network, processor or hosting provider requiring it, or terminating a facility the Services depend on; (e) a risk to the security, integrity or lawful operation of the Services or another customer; (f) your insolvency, assignment for the benefit of creditors, or bankruptcy; or (g) where required by law.
7.5 Suspension short of termination. We may suspend all or part of the Services — including label purchasing, outbound messaging, website hosting, or API access — where grounds for immediate termination exist, or to investigate suspected violation. Where practicable we will suspend the narrowest function that addresses the risk, and we will restore promptly once resolved.
7.6 Effect of termination. On termination: (a) your right to access the Services ends; (b) all accrued fees become immediately due; (c) each party returns or stops using the other's Confidential Information, subject to Section 9.4.
7.7 Data after termination. For thirty (30) days after termination we will, on your written request and provided your account is paid current, make Customer Data available for export in the formats the Services support. After that window we have no obligation to retain, maintain, or provide access to Customer Data, and access through the Services ends.
Retention of any data we continue to hold is governed by our published data retention policy and by law. We do not commit to deleting Customer Data on any particular date, and you should not rely on termination to satisfy a deletion obligation you owe to a third party. Your rights to request deletion under Schedule E and applicable privacy law are unaffected.
7.8 Wallet balance on termination. Section C.5 governs.
7.9 Survival. Sections 1, 4.2, 5, 6 (as to accrued amounts), 7.6–7.9, 8, 9, 12, 13, 14, 15, 17, 18 and 19, and Schedules E and F to the extent stated there, survive termination.
8. Data and Intellectual Property in Data
8.1 You own Customer Data. As between the parties, you own Customer Data and all rights in it. We claim no ownership.
8.2 License to us. You grant us a non-exclusive, worldwide, royalty-free license to host, copy, process, transmit, display and modify Customer Data solely to: (a) provide, maintain, secure and support the Services; (b) carry out your instructions, including transmitting data to Carriers, processors, insurers and other third parties at your direction; (c) prevent, detect and investigate fraud, abuse and security incidents; (d) comply with law; and (e) create Aggregated Data under Section 8.4. This license ends when the Agreement ends, except as to Aggregated Data already created and to copies retained under Section 7.7.
8.3 Machine learning and AI.
- (a) We do not train on data that identifies you or your End Customers. We do not use Customer Data in a form that identifies, or is reasonably capable of being linked to, you, a User, or an End Customer to train, fine-tune or improve any machine learning model, and we do not permit our AI or OCR service providers to do so.
- (b) What we do use. We may use Customer Data that has been de-identified or aggregated in accordance with this Section and Section 8.4 to develop, train, evaluate and improve models and features used in the Services, including address parsing and correction, HS-code and commodity classification, rate prediction, packaging recommendation, and fraud and abuse detection.
- (c) De-identification standard. Data is treated as de-identified for this Section only where it cannot reasonably be used to infer information about, or be linked to, an identified or identifiable individual, household, or your business — including by combination with other data we hold. We will implement technical safeguards to prevent re-identification, publicly commit to maintaining the data in de-identified form, and contractually obligate recipients to the same. Direct identifiers, free-text entered by or about an individual, and precise recipient addresses are not treated as de-identified merely by removing a name or an account number.
- (d) AI output is not advice and is not warranted. Classifications, estimates, suggestions and extractions produced by AI or OCR features — including HS codes, duty and tax estimates, scanned addresses and document extractions — may be wrong. They are aids, not determinations. You are responsible for reviewing and verifying them before relying on them, and you remain solely responsible for the accuracy of customs declarations, tax filings, shipping documentation and anything else you submit. We disclaim all liability for reliance on an unverified AI output.
- (e) Human review. We may have personnel review a limited sample of inputs and outputs to evaluate accuracy and investigate abuse, under confidentiality obligations and access controls.
8.4 Aggregated Data. We may create and use statistical, aggregated and de-identified data derived from use of the Services — for example network-wide carrier performance, rate and transit benchmarks, classification accuracy, and volume and seasonality trends. Aggregated Data must be derived from multiple customers, must not identify you, a User or an End Customer, and must not be presented in a way that reveals your individual volumes, pricing, margins or customer list to another customer. We own Aggregated Data and may use and disclose it, including in benchmarks and published research, during and after the Term.
8.5 Feedback. If you give us suggestions or feedback, you grant us a perpetual, irrevocable, royalty-free license to use it without restriction or obligation to you.
8.6 Our IP. We and our licensors own the Services and all intellectual property in them, including all software, models, documentation, and Aggregated Data. Except for the limited rights granted in Section 4.1 and Schedule F, no rights are granted to you, by implication, estoppel or otherwise.
9. Confidentiality
9.1 Definition. "Confidential Information" means non-public information disclosed by a party that is marked confidential or that a reasonable person would understand to be confidential. Customer Data is your Confidential Information. The Services, our pricing basis, our carrier cost data, our markup and margin structure, and our non-public roadmap are our Confidential Information.
9.2 Obligations. The receiving party will use at least reasonable care to protect Confidential Information, will not disclose it except to personnel and advisors who need it and are bound by confidentiality obligations at least as protective, and will use it only to perform under this Agreement.
9.3 Exclusions. Information that is or becomes public without breach, was known without duty of confidence, is independently developed without use of the disclosing party's information, or is rightfully received from a third party without restriction.
9.4 Compelled disclosure. A party may disclose where legally compelled, giving prompt notice where lawful so the other party may seek protection, and disclosing only what is required.
9.5 Duration. Obligations continue for three (3) years after termination, for as long as the information remains a trade secret for trade secrets, and indefinitely for personal information.
10. Privacy and Data Protection
10.1 Roles. For account-holder data — the information we hold about you and your Users — we act as a business in our own right, as described in the Privacy Notice. For Customer Data about your End Customers, we act as your service provider, and Schedule E governs.
10.2 Privacy Notice. Our handling of account-holder data is described in the Privacy Notice at
/legal/privacy/, incorporated by reference.
10.3 Security. We will maintain commercially reasonable administrative, technical and physical safeguards designed to protect Customer Data, including encryption of sensitive fields at rest, encryption in transit, tenant isolation enforced at the database, access controls, and logging. We do not warrant that the Services will be free from unauthorized access.
10.4 Incident notification. We will notify you without undue delay after confirming a security incident affecting your Customer Data, provide the information reasonably available to support your own notification obligations, and cooperate with your reasonable investigation. Our notice is not an acknowledgment of fault.
10.5 Your obligations. You will configure roles and permissions appropriately, enable available security controls, use the Services in a manner consistent with your own privacy notices, and obtain any consents required for data you submit.
11. Third-Party Services
11.1 What they are. The Services integrate Carriers, payment processors, insurers, marketplaces, accounting systems, messaging providers, AI and OCR providers, hosting and other third parties.
11.2 Their terms govern them. Your use of a third-party service is subject to that third party's terms, and where a Carrier, network or provider imposes requirements on end users, those requirements flow through to you and you will comply with them. We are not responsible for a third party's acts, omissions, outages, pricing, rate changes, data practices, or termination of service.
11.3 No warranty. We do not warrant the availability, accuracy or continuity of any third-party service, and we may add, change or discontinue an integration at any time, including where the third party requires it.
11.4 Your own connections. If you connect your own third-party account (a carrier account, a marketplace, an accounting system, a processor), you represent you are authorized to do so and to grant us access, and you are responsible for all fees and obligations under your agreement with that provider.
12. Publicity and Marks
12.1 Neither party may use the other's name, logo or marks without prior written consent, except that we may identify you as a customer by name and logo in customer lists and on our website. You may opt out at any time by written notice to legal@packandkin.net.
12.2 We grant you a limited, revocable, non-transferable license to use our marks solely to identify your use of the Services during the Term, in accordance with any brand guidelines we publish.
12.3 The marks, and who owns them. Pack & Kin and Pack & Kin Networks are trademarks of Mail and More LLC, which trades under them and provides the Services under the name Pack & Kin Studio. Nothing in this Agreement transfers any interest in them, and all goodwill arising from your use of them accrues to Mail and More LLC. "Pack & Kin" in this Agreement means Mail and More LLC — the trading name identifies the same party throughout, and a reference to one is a reference to the other.
13. Warranties and Disclaimers
13.1 Mutual. Each party represents that it has authority to enter this Agreement and that doing so does not breach another agreement.
13.2 Your warranties. You represent and warrant that: (a) you will use the Services in compliance with this Agreement and all applicable law; (b) you have all rights and consents necessary for Customer Data and for anything you transmit, ship, publish or send through the Services; and (c) you are not, and are not owned or controlled by, a person on a U.S. sanctions or denied-party list.
13.3 DISCLAIMER. EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY LAW, PACK & KIN DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED AND STATUTORY, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.
WITHOUT LIMITING THE FOREGOING, WE DO NOT WARRANT THAT: (a) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; (b) RATES, TRANSIT ESTIMATES, DELIVERY DATES, SURCHARGES, DUTY OR TAX ESTIMATES, CLASSIFICATIONS OR ADDRESS VALIDATIONS OBTAINED THROUGH THE SERVICES ARE ACCURATE, CURRENT OR COMPLETE; (c) A CARRIER, PROCESSOR, INSURER OR OTHER THIRD PARTY WILL PERFORM; (d) ANY LABEL, DECLARATION, FORM OR DOCUMENT GENERATED WILL BE ACCEPTED BY A CARRIER OR AUTHORITY; OR (e) ERRORS WILL BE CORRECTED.
13.4 No uptime commitment. We make no service level or uptime commitment and offer no service credits. We will use commercially reasonable efforts to make the Services available and to give advance notice of planned maintenance where practicable.
13.5 Not professional advice. The Services do not provide legal, tax, accounting, insurance, customs or compliance advice. Reports, estimates, classifications and calculations are tools. You are responsible for obtaining professional advice.
14. Limitation of Liability
14.1 EXCLUSION OF INDIRECT DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST BUSINESS, LOST GOODWILL, OR LOST OR CORRUPTED DATA, EVEN IF ADVISED OF THE POSSIBILITY AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
14.2 CAP. EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT WILL NOT EXCEED THE GREATER OF: (a) THE SUBSCRIPTION AND PLATFORM FEES YOU PAID US IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (b) **$1,000**.
14.3 What "fees" excludes for the cap. For Section 14.2, "subscription and platform fees" excludes amounts we collected and remitted as pass-through — postage and carrier charges, insurance premiums, card interchange and processor costs, and taxes — and excludes Wallet funds you deposited. It includes our subscription fees, add-on fees, markup, platform and metered fees.
14.4 Exclusions from the cap. Sections 14.1 and 14.2 do not limit: (a) your payment obligations under Section 6; (b) your indemnity obligations under Section 15.1; (c) either party's liability for fraud, willful misconduct, or gross negligence; (d) either party's misappropriation of the other's intellectual property; or (e) liability that cannot be limited by law.
14.5 Allocation of risk. The parties agree these limits are a fundamental basis of the bargain, are reflected in the fees, and apply regardless of the theory of liability.
14.6 Time limit. Any claim must be brought within one (1) year after it accrues, or it is permanently barred, except where a shorter or longer period is required by non-waivable law.
15. Indemnification
15.1 By you. You will defend, indemnify and hold harmless Pack & Kin, its affiliates, and their officers, directors, employees and agents from any third-party claim, and all resulting losses, damages, liabilities, fines, penalties and reasonable attorneys' fees, arising out of or relating to:
- (a) your sales, your business operations, and your relationships with End Customers;
- (b) anything you ship, mail, pack, store, hold or handle, including prohibited, restricted, undeclared or improperly declared items, hazardous materials, and customs and export violations;
- (c) your operation of a mailbox or CMRA service, including Form 1583 collection, identification, retention and mail handling (Schedule D);
- (d) your outbound email, SMS and marketing, including consent, opt-out and disclosure obligations;
- (e) content you publish through the Services, including any website we host on your behalf;
- (f) your use of surcharging or cash discounting;
- (g) Customer Data, including a claim that it infringes rights or was collected, used or disclosed unlawfully;
- (h) your breach of this Agreement, the Acceptable Use Policy, or any Carrier or network requirement; and
- (i) your employees and contractors, including wage, hour and employment claims.
15.2 By us. We will defend you against a third-party claim that the Services, as provided by us and used in accordance with this Agreement, infringe a U.S. patent, copyright, trademark or trade secret, and will pay damages finally awarded or amounts we agree in settlement.
15.3 Our exclusions. Section 15.2 does not apply to a claim arising from: (a) Customer Data or anything you supply; (b) modification of the Services by anyone other than us; (c) combination of the Services with anything not provided by us, where the claim would be avoided without the combination; (d) your use after we notify you to stop, or of a version other than the current one; (e) a third-party service; (f) beta or preview features; or (g) your breach.
15.4 Our options. If the Services are or may become the subject of an infringement claim, we may, at our option and expense: procure the right to continue; replace or modify the Services to be non-infringing while materially preserving function; or terminate the affected Services on notice and refund prepaid, unused fees for them. Sections 15.2–15.4 state our entire liability and your exclusive remedy for infringement.
15.5 Procedure. The indemnified party will promptly notify the indemnifying party (delay excuses the indemnitor only to the extent prejudiced), give sole control of defense and settlement, and provide reasonable cooperation at the indemnitor's expense. No settlement admitting fault or imposing an obligation on the indemnified party may be made without its consent, not to be unreasonably withheld.
16. Insurance
16.1 You will maintain, at your expense, insurance appropriate to your business, including commercial general liability, and any coverage required by a Carrier, a landlord, or law. On request you will provide a certificate.
16.2 Any parcel insurance offered through the Services is placed with a third-party insurer or program administrator, not underwritten by us. The policy or program terms, exclusions, limits, declaration requirements and claim procedures govern entirely. We are not the insurer, do not adjust claims, and do not guarantee that a claim will be paid. Your recourse on a claim is against the insurer or the Carrier, not against us.
17. Dispute Resolution — PLEASE READ CAREFULLY
THIS SECTION REQUIRES DISPUTES TO BE RESOLVED BY BINDING INDIVIDUAL ARBITRATION AND WAIVES YOUR RIGHT TO A JURY TRIAL AND TO PARTICIPATE IN A CLASS ACTION.
17.1 Informal resolution first. Before starting arbitration, the complaining party will send a written notice describing the dispute and the relief sought to legal@packandkin.net (to you: your account contact). The parties will attempt in good faith to resolve it for thirty (30) days. This is a condition precedent to arbitration.
17.2 Agreement to arbitrate. Any dispute arising out of or relating to this Agreement or the Services that is not resolved under Section 17.1 will be resolved by binding individual arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, before one arbitrator, seated in **Arizona**. The Federal Arbitration Act governs. Judgment on the award may be entered in any court of competent jurisdiction.
17.3 CLASS ACTION WAIVER. DISPUTES WILL BE ARBITRATED ONLY ON AN INDIVIDUAL BASIS. NEITHER PARTY MAY BRING A CLAIM AS A PLAINTIFF OR CLASS MEMBER IN A CLASS, COLLECTIVE, CONSOLIDATED, PRIVATE ATTORNEY GENERAL OR REPRESENTATIVE PROCEEDING. The arbitrator may not consolidate claims or preside over any representative proceeding. If this Section 17.3 is found unenforceable as to a claim, that claim must be brought in court under Section 17.6, and the remainder of Section 17 still applies to all other claims.
17.4 JURY TRIAL WAIVER. EACH PARTY WAIVES ANY RIGHT TO A JURY TRIAL in any proceeding arising out of this Agreement.
17.5 Carve-outs. Either party may, without breaching Section 17.2: (a) bring an individual claim in small claims court if it qualifies and remains there; and (b) seek injunctive or equitable relief in court to protect intellectual property or Confidential Information, or to address unauthorized access to the Services.
17.6 Court venue. Where a dispute is not subject to arbitration, the parties submit to the exclusive jurisdiction of the state and federal courts located in Arizona****, and waive any objection to venue or forum non conveniens.
17.7 Fees. Each party bears its own attorneys' fees except where this Agreement or law provides otherwise. Administrative and arbitrator fees are allocated under the AAA rules.
17.8 Opt-out. You may opt out of Sections 17.2–17.4 by sending written notice to legal@packandkin.net within thirty (30) days of first accepting this Agreement, stating your name, account and an unambiguous intent to opt out. Opting out does not affect any other provision.
17.9 Severability of this Section. Except as stated in Section 17.3, if any part of Section 17 is unenforceable, the remainder stays in effect.
18. Governing Law
This Agreement is governed by the laws of the State of Arizona****, excluding its conflict-of-laws rules and the U.N. Convention on Contracts for the International Sale of Goods.
19. General
19.1 Notices. Notices to us: legal@packandkin.net. Notices to you: the email or postal address on your account, or in-product notice. You are responsible for keeping your contact information current, and notice to a stale address is effective.
19.2 Assignment. You may not assign this Agreement, by operation of law or otherwise, without our prior written consent, except to a successor to all or substantially all of your business or assets that is not our competitor, on written notice to us. We may assign freely. Any other attempted assignment is void.
19.3 Change of control of your store. If your business or store location is sold or transferred, you will notify us before the transfer. The Services do not transfer automatically; the acquirer must accept this Agreement in its own name and be approved by us before we will provision access. You remain liable for fees accrued before the transfer.
19.4 Force majeure. Neither party is liable for a delay or failure caused by events beyond its reasonable control, including natural disaster, war, terrorism, civil unrest, labor action, epidemic, governmental action, utility or internet failure, and the failure or outage of a Carrier, processor or hosting provider. This does not excuse a payment obligation.
19.5 Independent contractors. The parties are independent contractors. Nothing creates a partnership, joint venture, agency, franchise, fiduciary or employment relationship.
19.6 No third-party beneficiaries, except that Carriers, payment networks and processors are intended third-party beneficiaries of the provisions requiring your compliance with their rules, and may enforce them directly.
19.7 Export and sanctions. You will comply with U.S. export control and sanctions laws and will not use the Services in or for the benefit of an embargoed jurisdiction or a denied party.
19.8 U.S. Government users. The Services are "commercial computer software" under FAR 12.212 and DFARS 227.7202. Government users acquire only the rights in this Agreement.
19.9 Severability. If a provision is unenforceable, it is modified to the minimum extent needed to make it enforceable, or severed, and the rest stays in effect.
19.10 No waiver. A failure or delay in enforcing a provision is not a waiver.
19.11 Interpretation. Headings are for convenience. "Including" means "including without limitation." This Agreement will not be construed against the drafter.
19.12 Entire agreement. This Agreement is the entire agreement on its subject and supersedes all prior proposals and understandings. Any purchase order, vendor portal terms, or other document you issue has no effect, and any conflicting or additional terms in it are rejected.
SCHEDULE A — STUDIO SERVICES
A.1 Scope. Studio is a multi-tenant hosted platform for pack-and-ship retail operations: point of sale, shipping, mailbox and mailroom management, inventory, customer records, accounting and reporting, and the associated portals and APIs.
A.2 Per-location subscription. A subscription covers one store location. Each additional location requires its own subscription and its own acceptance of this Agreement.
A.3 Plan and add-ons. Your plan provides a baseline set of capabilities. Add-on packs unlock additional capabilities and are billed under Schedule C. Activating an add-on grants its entitlements immediately; deactivating removes them immediately and stops the charge at the next invoice.
A.4 Tenant isolation. Your data is isolated from other customers at the database layer. Access by our personnel is limited to what is necessary to operate and support the Services, is logged, and is subject to Section 9.
A.5 Support access and impersonation. To provide support, our authorized personnel may access your account, including by assuming a support session scoped to your store. Such access is logged and is limited to the permissions of the role being supported. By requesting support you consent to this access for the purpose of resolving your request.
A.6 Usage limits. We may apply reasonable rate limits, storage quotas and API limits. Where a quota is exceeded, overage fees in the Fee Schedule apply, or the function may be limited until usage returns within the quota.
A.7 Your responsibility for configuration. Pricing rules, markups, tax settings, roles, permissions, receipt content, retention settings and integration credentials are yours to configure and verify. We are not responsible for the consequences of your configuration, including undercharging, overcharging, mis-taxing, or granting a User more access than intended.
SCHEDULE B — SHIPPING, POSTAGE AND CARRIER SERVICES
This Schedule allocates roles that matter. Read B.1 first — your relationship with a Carrier differs depending on whose account a label is bought on.
B.1 Two paths, two roles
(a) GPO Account (default). Where a label is purchased on a carrier account held by Pack & Kin or its purchasing group, Pack & Kin is the Carrier's customer and you are ours. We resell transportation services to you at our published price, which includes our markup and platform fees over the underlying carrier cost. The underlying carrier cost, our markup, and our program economics are our Confidential Information and are not disclosed to you. You are billed the price shown, not a cost plus a disclosed fee.
(b) Own Account. Where you link a carrier account held in your own name, the Carrier is your provider, the Carrier bills you directly under your agreement with it, and we take no margin on the transportation. Our role is the software integration only, charged under Schedule C.
(c) You are the shipper. In both cases, you are the shipper of record and the party responsible to the Carrier and to the consignee for the contents, the declaration, the packaging and the lawfulness of the shipment.
B.2 Rates and estimates
B.2.1 Rates, transit times, delivery dates and surcharges shown in the Services are estimates supplied by or derived from Carrier data and are not guaranteed. Carriers change rates, surcharges, accessorials, zones and rules on their own schedules, sometimes retroactively.
B.2.2 Post-shipment adjustments. Carriers audit shipments and commonly issue adjustments for corrected weight, corrected dimensions, residential or delivery-area surcharges, address correction, oversize and additional handling. You are responsible for adjustments attributable to your shipments, and we may charge or debit your Wallet for them after delivery, without further notice. This obligation survives termination.
B.2.3 Rate errors. If a rate is displayed in error — including from a Carrier data error, a feed failure or a configuration fault — we may correct it and charge the correct amount, or void the transaction and refund it. We are not obligated to honor an erroneous rate.
B.3 Your compliance obligations
You will comply with, and are solely responsible for, all Carrier requirements and applicable law, including:
- (a) Prohibited and restricted items. You will not ship, and will not permit to be tendered, anything a Carrier or law prohibits or restricts, including hazardous materials and dangerous goods except as fully compliant with 49 C.F.R. and Carrier rules; firearms and ammunition; explosives; live animals; cash and negotiable instruments; cannabis, hemp and derived products except where fully lawful and compliant; alcohol and tobacco except under a Carrier-approved agreement; controlled substances; counterfeit goods; human remains; and anything nonmailable under the USPS Domestic Mail Manual or Publication 52.
- (b) Accurate declarations. Weight, dimensions, contents, value, commodity description and HS classification must be accurate. Undeclared hazardous materials are a material breach and a ground for immediate termination.
- (c) Customs and export. For international shipments you are the exporter of record unless otherwise agreed in writing, and are responsible for the accuracy of the commercial invoice, the classification, the valuation, licensing, and screening against denied-party and sanctions lists.
- (d) Packaging. You are responsible for packaging sufficient to withstand normal handling and meeting Carrier requirements.
- (e) Postal regulations. Where USPS products are used, you will comply with the Domestic Mail Manual, the International Mail Manual, and applicable USPS publications, including any requirements USPS imposes on users of PC Postage or of a licensed reseller's account.
B.3.1 No duty to inspect. We do not inspect, screen, weigh, verify or monitor your shipments, and we have no duty to do so. Any screening prompt, warning or classification aid in the Services is a convenience and does not shift responsibility to us or create a duty of care.
B.3.2 Enforcement. We may, immediately and without prior notice: void or refuse a label; suspend label purchasing; suspend or terminate your account; report the matter to the Carrier or to law enforcement; and charge you any fine, penalty, adjustment, return, disposal or handling cost a Carrier or authority imposes on us as a result of your shipment. You will reimburse those amounts on demand and we may debit your Wallet for them.
B.4 Labels, voids and refunds
B.4.1 A purchased label is a purchase of the Carrier's service. Postage and carrier charges are refundable only through the Carrier's own refund process, on the Carrier's timeline, and subject to its rules. We will submit refund and void requests on your behalf for GPO Account labels, but we do not guarantee any refund and we are not liable if the Carrier denies one.
B.4.2 Our markup, platform fees and metered fees on a voided label are refunded only as stated in the Fee Schedule.
B.4.3 An unused label may expire under Carrier rules. We are not responsible for a label you purchase and do not use.
B.5 Claims, loss and damage
B.5.1 Loss, damage and delay are the Carrier's responsibility under its tariff or terms, and where insured, the insurer's. Carrier liability is limited by the Carrier's own terms, often to a low default amount absent declared value.
B.5.2 We may assist in filing a claim as a convenience. We are not the carrier, not the insurer, and not liable for loss, damage, delay, misdelivery or non-delivery of any shipment. Your recourse is against the Carrier or the insurer.
B.5.3 Where a claim on a GPO Account label is paid to us, we will credit the proceeds we actually receive to your Wallet, less amounts you owe us.
B.6 Own Account specifics
B.6.1 You represent you are authorized to link the account and to grant us access to it. You are responsible for all charges the Carrier bills to it.
B.6.2 Integration fees for a linked account, including per-account and per-API-call fees, are charged under the Fee Schedule and continue while the account remains linked, whether or not you use it. Disconnecting stops future charges; fees accrued before disconnection remain payable and may be swept in arrears.
B.6.3 If a Carrier suspends or terminates your account, or revokes our access, the integration stops working immediately and we have no obligation to restore it.
B.7 Failover
Where a Carrier's direct integration is unavailable, we may route a request through an alternative account or aggregator to complete it. Rates and service availability may differ. We are not liable for a difference in price or service arising from failover, and we will not charge you an own-account integration fee for a request we route through our own account for our operational reasons.
SCHEDULE C — FEES, BILLING AND THE WALLET
C.1 Fee categories
The Fee Schedule may include: subscription fees; add-on pack fees (flat or per-unit); a markup on transportation purchased on a GPO Account; platform and purchasing-group fees; per-linked-account and per-API-call integration fees; wallet funding fees; storage fees and overage; document, messaging and other metered fees; and third-party pass-through amounts.
Rates are stated in the Fee Schedule, not in this Agreement. A change to a rate is a change to the Fee Schedule under Section 6.5, not an amendment of this Agreement.
C.2 The Wallet
C.2.1 What it is. The Wallet is a prepaid balance you fund in advance and that we draw against for label purchases, adjustments, fees and other amounts you owe. It is not a deposit account, is not insured, and earns no interest. Funds are held by us and are not segregated for your benefit unless required by law.
C.2.2 Funding. You may fund by card or ACH. Funding fees stated in the Fee Schedule apply and are non-refundable once charged, including where the funded balance is later refunded.
C.2.3 Auto-funding. If you enable automatic funding, you authorize recurring charges to your payment method at the threshold and amount you configure, until you disable it. You are responsible for the threshold you set.
C.2.4 Negative balance. If a draw exceeds your balance — including from a post-shipment adjustment, a chargeback or a reversal — the shortfall is immediately due, and you authorize us to charge your payment method for it. We may suspend label purchasing until the balance is restored.
C.2.5 Application. We may apply Wallet funds to any amount you owe us under this Agreement, in any order we reasonably determine.
C.3 Failed payments and reversals
If a payment is returned, reversed or charged back, you will pay the amount plus any fee the processor or bank imposes and the return fee in the Fee Schedule, and we may suspend the Services until it is cured.
C.4 Card processing for your sales
C.4.1 Your merchant account. Card payments you accept from End Customers are processed on your own merchant account, settling to your own bank account. We facilitate the application and the technical integration. We are not the merchant of record for your sales, do not hold or settle your card proceeds, and are not a party to your merchant agreement.
C.4.2 Your processor agreement governs. Your merchant agreement with the processor and acquirer governs funding timing, reserves, holds, fees, chargebacks and termination. We do not control them and are not responsible for them, including a hold, reserve, delayed funding or termination by the processor.
C.4.3 Chargebacks. Chargebacks on your sales are yours. We may provide transaction records to support a response; we do not represent you in a dispute.
C.4.4 PCI. You are responsible for PCI DSS compliance for your environment, your terminals and your staff practices. The Services are designed so that card data is tokenized and no primary account number, CVV or track data is stored by us. You will not attempt to submit, store or transmit full card data through any part of the Services not designed for it.
C.5 Wallet balance on termination
C.5.1 Refund on request. After termination, on your written request, we will refund the remaining Wallet balance, less amounts you owe, amounts reserved for pending or anticipated carrier adjustments and chargebacks, and non-refundable funding fees already charged. We may hold a reasonable reserve for up to ninety (90) days to cover trailing adjustments, and will release the remainder after that period.
C.5.2 Dormancy. An account with no activity for twelve (12) months may be treated as dormant. We will attempt to contact you at your account address before applying any dormancy handling.
C.5.3 Unclaimed property. Unclaimed balances are handled in accordance with applicable state unclaimed property law, including reporting and escheatment to the appropriate state. We do not forfeit or expire your Wallet balance.
SCHEDULE D — MAILBOX, CMRA AND FORM 1583
Applies if you rent mailboxes, receive mail or parcels on behalf of others, or operate a mailroom through the Services.
D.1 You are the CMRA. If you receive mail on behalf of others, you — not Pack & Kin — are the Commercial Mail Receiving Agency. You are responsible for registering with USPS, for filing and maintaining your own agency registration, and for complying with the Domestic Mail Manual as it applies to CMRAs.
D.2 Form 1583. You are solely responsible for: obtaining a properly completed and executed PS Form 1583 from every mailbox customer before delivering mail to them; verifying the customer's identity against acceptable identification in the manner USPS requires; retaining the form and identification records for the period USPS requires; making them available to the Postal Inspection Service on request; and updating them when a customer's information changes.
D.2.1 The Services store, they do not verify. Features that capture, store or display Form 1583 records are a record-keeping convenience. We do not verify identity, do not confirm a form is complete or valid, and do not confirm your registration is current. Whether a form in the Services satisfies USPS requirements is your determination.
D.3 Mail handling. You are responsible for lawful handling of mail and parcels in your custody, including delivery only to authorized recipients, forwarding, holding, returning and disposal, and for compliance with law governing obstruction or unauthorized opening of mail.
D.4 Abandoned mail and property. You are responsible for handling abandoned mail, unclaimed parcels and abandoned property in your custody in accordance with USPS rules and state law. We have no duty with respect to physical items in your possession.
D.5 Recipient privacy. Mailbox customer records — names, addresses, identification documents and forwarding addresses — are sensitive. You are responsible for protecting them, for lawful disclosure, and for responding to subpoenas and law-enforcement requests directed to you.
D.6 Termination of your mailbox business. On termination you remain responsible for notifying your mailbox customers, for handling mail in your custody, and for retaining Form 1583 records for the required period. The export window in Section 7.7 is not a substitute for your own retention obligation, and you should export and retain these records before the window closes.
SCHEDULE E — DATA PROCESSING ADDENDUM (CCPA SERVICE PROVIDER)
E.1 Scope and roles. This Schedule applies where we process Personal Information about your End Customers on your behalf. For that data, you are the Business and we are your Service Provider as those terms are used in the California Consumer Privacy Act, as amended by the CPRA, and the analogous terms of other U.S. state privacy laws. For data about you and your Users, we act as a business in our own right under the Privacy Notice.
E.2 Purpose limitation. We will process End Customer Personal Information only for the business purposes of providing the Services under this Agreement and the specific purposes in Section 8.2, and only as permitted by applicable privacy law.
E.3 Our restrictions. We will not:
- (a) sell or share End Customer Personal Information, as "sell" and "share" are defined in the CCPA;
- (b) retain, use or disclose it for any purpose other than the business purposes specified in this Agreement, including for a commercial purpose other than providing the Services;
- (c) retain, use or disclose it outside the direct business relationship between you and us; or
- (d) combine it with personal information received from another source, except as permitted for a service provider under the CCPA and its regulations — including to detect security incidents and to prevent fraud.
E.3.1 Certification. We certify that we understand and will comply with the restrictions in Section E.3.
E.4 De-identified and aggregated data. Section 8.3 and Section 8.4 govern our creation and use of de-identified and aggregated data. De-identified data is not Personal Information while it meets the standard in Section 8.3(c) and we maintain the commitments stated there.
E.5 Subcontractors. We may engage subcontractors to process End Customer Personal Information. We will impose on each, by written contract, obligations at least as protective as this Schedule, and we remain responsible for their performance. A current list of categories of subcontractors is available in the Privacy Notice. We will give notice of a material change to subcontractors through the Privacy Notice.
E.6 Assistance with consumer requests. We will provide reasonable assistance, at your cost where the effort is more than nominal, to help you respond to verifiable consumer requests to know, delete, correct, opt out or limit. You are responsible for verifying the requester's identity and for determining whether a request must be honored. Where a consumer contacts us directly about data we hold on your behalf, we will refer them to you.
E.7 Security. We will maintain the safeguards described in Section 10.3 and will notify you of security incidents under Section 10.4.
E.8 Audit. On reasonable written notice, no more than once per twelve (12) months absent an incident, and subject to confidentiality, we will provide reasonable information about our processing sufficient to demonstrate compliance with this Schedule. This does not entitle you to access our systems, our facilities, or data of other customers.
E.9 Deletion. On termination, Section 7.7 governs retention and export. On your written request we will delete or de-identify End Customer Personal Information we hold on your behalf, except where retention is required by law, needed to resolve disputes or enforce agreements, contained in backups pending expiry of the backup cycle, or already de-identified or aggregated under Section 8.4.
E.10 Notification of inability to comply. We will notify you if we determine we can no longer meet our obligations under applicable privacy law, and you may take reasonable and appropriate steps to stop and remediate unauthorized processing.
E.11 Scope of law. The Services are offered only in the United States. This Schedule addresses U.S. state privacy law. We do not offer the Services to data subjects in the European Economic Area, the United Kingdom or Switzerland, and no GDPR transfer mechanism is provided or implied.
SCHEDULE F — LOCAL SOFTWARE LICENSE
Applies to any component we make available for installation on your equipment — device bridges, kiosk software, print and scale drivers, workstation utilities and their updates ("Local Software").
F.1 License. Subject to this Agreement, we grant you a non-exclusive, non-transferable, non-sublicensable, revocable license to install and use Local Software in object code form only, solely on equipment you own or control at a location covered by an active subscription, and solely to access the Services.
F.2 Per-device. You may install Local Software on the number of workstations or devices your subscription permits. Additional devices may require additional fees.
F.3 Restrictions. You may not: reverse engineer, decompile or disassemble Local Software, except to the extent that restriction is unenforceable by law; modify or create derivative works; rent, lease, lend, sell or distribute it; use it other than with the Services; remove or alter notices; or transfer it with equipment you dispose of. You will remove Local Software from any device you sell, return or dispose of.
F.4 MANDATORY UPDATES. Local Software depends on carrier rate tables, carrier and processor APIs, and platform interfaces that change without our control.
- (a) We may deliver updates automatically, and you consent to automatic installation.
- (b) Where an update requires your action, you will install it promptly. We may specify a deadline where a Carrier, a processor, a security issue or a law requires it.
- (c) A version we designate as unsupported may stop working, and we may disable its access to the Services.
- (d) We are not responsible for any loss arising from your use of an out-of-date version, including incorrect rates, rejected labels, failed transactions, or a security vulnerability addressed by an update you did not install.
F.5 Third-party components. Local Software may include third-party or open-source components licensed under their own terms, which are made available with the software and which control as to those components.
F.6 Equipment. You are responsible for your equipment, operating systems, network, peripherals and their maintenance. We do not warrant compatibility with any particular hardware or configuration, and we may publish and revise minimum requirements.
F.7 Termination. This license terminates automatically when the Agreement terminates or your subscription for the relevant location ends. On termination you will stop using and remove all copies of Local Software. Sections F.3, F.7 and the disclaimers and limitations in Sections 13 and 14 survive.