Table of Contents
- Clause 1. Definitions
- Clause 2. Applicable Terms and Acceptance; Registration; Description of Services
- Clause 3. Access to the Services; Your Content; Account Security
- Clause 4. Merchant Obligations and Warranties
- Clause 5. Fees and Payment
- Clause 6. Fulfillment Services
- Clause 7. Service Level Agreement
- Clause 8. Carriers
- Clause 9. Confidentiality and Publicity
- Clause 10. Indemnification
- Clause 11. Insurance
- Clause 12. Disclaimers
- Clause 13. Limitation of Liability
- Clause 14. Termination
- Clause 15. Assignment
- Clause 16. General Provisions
- Appendix A - Definitions
Clause 1. Definitions
Unless defined elsewhere in this Agreement, capitalized terms set out in the Agreement are defined as set forth in Appendix A.Clause 2. Applicable Terms and Acceptance; Registration; Description of Services
2.1 Terms
Jetpack provides Services to you through our Site and the Jetpack Platform. In addition to these Terms of Service, the provision of Services is subject to the Policies and the Pricing and Billing Policies (collectively, the “Policies”), all of which are incorporated herein by reference (collectively, the “Agreement”). If there is any conflict between the Terms of Service and the Policies, the Terms of Service shall take precedence. In this Agreement, the terms “including” and “include”, or any similar expression, shall not limit the meaning of what follows.2.2 ACCEPTANCE
BY REGISTERING FOR AN ACCOUNT OR BY USING THE SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, ACCEPTED AND AGREED TO, AND HAVE THE LEGAL CAPACITY AND AUTHORITY TO AGREE TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE TO THIS AGREEMENT, YOU ARE NOT PERMITTED TO USE THE SERVICES OR THE JETPACK PLATFORM. THE TERMS OF YOUR ORDER SHALL NOT MODIFY THIS AGREEMENT.2.3 Changes to the Terms of Service and/or the Policies
Jetpack may modify this Agreement. Jetpack may give notice to you of any modifications, however, it is your responsibility to regularly review this Agreement. Any Order that you submit after the effective date of the modifications will be subject to the modified Agreement. If any change to the Terms of Service or Policies is unacceptable to you, you have a right to terminate the Agreement in accordance with Clause 14 of these Terms of Service.2.4 Registration
You must register for an Account in order for Jetpack to provide the Services. As part of the registration process, you will create an administrative username and password for your Account on the Jetpack Platform, and you may create additional standard users (each with a user password). By registering for an Account, you confirm that you are the minimum age legally required to register for accounts of the nature of an Account and use our Services in your jurisdiction of residence and each jurisdiction in which you use our Services. To complete the registration for your Account, you must provide us with:- Your full legal name;
- The company’s legal name;
- The company’s trade or fictitious name (doing business as), if any;
- The company’s tax number or identifier (if applicable);
- Business address of the company’s headquarters, head office or principal place of business;
- A valid phone number;
- A valid business email address;
- Countries where the business is incorporated or registered to do business;
- Identifying information for any parent company or ultimate beneficial owner of greater than 10% of the company; and,
- Any other information indicated as required by Jetpack.
2.5 Description of Services
Jetpack’s services (the “Services”) include: (a) providing technology solutions to support the receipt, counting, storage, picking and packing (“fulfillment”) of Goods pursuant to your Orders by Jetpack or third party fulfillment or warehouse providers (“SFN Providers”) using Jetpack’s WMS at Jetpack and SFN Provider facilities (collectively, “Jetpack Facilities”); (b) providing technology solutions to support the shipment of the Goods by Carriers; (c) providing access to the Jetpack Platform; and (d) providing all data, reports, text, images, sounds, video, and content (including any offline reports, pricing matrices, or other content made available to you through any of the foregoing), including, in each case, all modifications of or updates to such material.Clause 3. Access to the Services; Your Content; Account Security
3.1 Access to the Services and Software License
Any Software made available to you by Jetpack in connection with the Services, including the Jetpack Platform, contains Jetpack’s Intellectual Property and confidential information that is protected by applicable intellectual property laws and this Agreement. Jetpack grants you a non-transferable, non-sublicensable and non-exclusive right and license (“License”) to use the Software solely in connection with the Services during the term of this Agreement, provided that you shall not (and shall not allow any third party to) copy, modify, publish, distribute, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code or sell, assign, license, sublicense, or otherwise attempt to transfer any right in any Software. You agree not to access the Services by any means other than through the interface that is provided by Jetpack. Any rights not expressly granted herein are reserved. Jetpack does not license or grant the right to use any trademark of Jetpack or any third party. The License may be terminated immediately if you fail to comply with this Clause 3.1 or any other term of this Agreement, or if Jetpack, acting reasonably, forms the view that there is a risk that you have not complied with this Clause 3.1, or any other provision of this Agreement, and shall, in any event, terminate upon the termination or expiration of this Agreement.3.2 Your Content
You are solely responsible for all data, information, feedback, suggestions, text, content, and other materials, including Personally Identifiable Information, that you upload, post, deliver, provide, transmit, or otherwise make available to Jetpack in connection with your use of the Services (including material you upload to the Jetpack Platform) (“Your Content”). You agree that Jetpack shall not be liable for any delay, loss, damage or costs as a result of any inaccuracy in Your Content, including Personal Information. You retain all rights, title and interest in and to Your Content, other than the limited rights expressly granted to Jetpack in this Agreement and/or as reasonably needed to carry out the Services. Jetpack has the right, but not the obligation, to monitor Your Content. You further agree that, if the Content is not compliant with this Agreement (including any Policies), Jetpack may remove or disable Your Content at any time. You confirm, warrant and represent that you own all of Your Content and/or have obtained all such permissions, releases, rights, or licenses as are required to enable you to engage in your posting and all other activities associated with the Services, for Jetpack to Process Your Content and for Jetpack to perform its obligations and exercise its rights under this Agreement. You further confirm, warrant and represent that Your Content does not, and will not, violate, infringe or misappropriate any third party’s Intellectual Property or privacy rights, and that Your Content does not contain any material that is defamatory, obscene, violent, threatening, abusive, tortious, offensive, harassing or otherwise unlawful.3.3 Use and Modification of Your Content
You grant Jetpack a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, fully paid, sublicensable, and transferable right and license to access, collect, copy, use, store, host, transmit, modify, distribute, display, disclose, and otherwise process (“Process”) Your Content: (a) to the extent necessary to provide the Services pursuant to the Agreement; (b) in connection with internal operations and functions, including operational analytics and reporting, financial reporting and analysis, product or Service improvement or development, audit functions, and archival purposes; (c) to communicate with you about the Services or Jetpack’s other products and services; and (d) on an aggregate and anonymous basis for marketing and other lawful purposes.3.4 Personal Information
To the extent Jetpack Processes Your Content that constitutes Personal Information in the provision of the Services to you, Jetpack and you will comply with the obligations set forth in Jetpack’s Data Processing Agreement (“DPA”), which is found here and is incorporated into this Agreement by reference. Jetpack will process such Personal Information in accordance with the DPA.3.5 Account Confidentiality
You are solely responsible for maintaining the confidentiality of your login, password, Your Content and Account, and for all activities that occur under your login or Account, except to the extent a failure to maintain confidentiality or any activity conducted under your login or Account is caused by Jetpack or its employees. For support purposes, designated Jetpack employees have the ability to access your Account. This access includes but is not limited to production data, including Personal Information, within the dashboard and data storage locations. This access is audited on a regular basis as a part of Jetpack’s internal audit processes.3.6 Security Acknowledgement
You understand that the operation of the Services, including Your Content, may be unencrypted and transmitted over various networks, changed to conform and adapt to technical requirements of connecting networks or devices, and transmitted to Jetpack’s third-party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to operate and maintain the Services. Accordingly, you acknowledge that you bear sole responsibility for adequate security, protection, and backup of Your Content. Unless and to the extent that it was directly caused by Jetpack’s negligence, Jetpack shall not be liable for unauthorized access to or use of Your Content, or any corruption, deletion, destruction, or loss of any of Your Content.3.7 Maintenance and Security of Equipment
You shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including hardware, software, network and telephone services. You shall also be responsible for maintaining the security of your equipment and ancillary services, your Account, passwords (including administrative and user passwords), files and for all uses of your Account or your equipment and ancillary services.Clause 4. Merchant Obligations and Warranties
4.1 Use of Services
Subject to the terms and conditions of this Agreement, you may access and use the Services only for lawful purposes. All rights, title, and interest in and to the Services (including all Intellectual Property relating to the Services and in the Jetpack Platform) will remain with and belong exclusively to Jetpack. You shall not:- (a) sublicense, resell, rent, lease, transfer, assign, timeshare, or otherwise commercially exploit or make the Services available to any third party;
- (b) use the Services in any unlawful manner (including without limitation in violation of any data, privacy, or export control laws) or in any manner that interferes with or disrupts the integrity, security or performance of the Services;
- (c) allow any unauthorized person to access your Jetpack Account; or
- (d) modify, adapt, or hack the Jetpack Platform, or otherwise attempt to gain unauthorized access to the Jetpack Platform, or related systems and networks.
4.2 International Trade Compliance Representations
You represent and warrant that neither you nor any of your agents or customers are:- (a) located, organized, or resident in any country or territory that is subject to comprehensive U.S. trade sanctions (including as of the date of updating these Terms of Service, Belarus, Cuba, Iran, North Korea, Russia, Syria, and the Crimea, Donetsk, and Luhansk regions of Ukraine);
- (b) a person or entity named on the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”) List of Specially Designated Nationals and Blocked Persons (the “SDN List”) or any comparable list of sanctioned parties issued by the United States, United Kingdom, or European Union;
- (c) acting on behalf of any sanctioned person or entity; or
- (d) owned or controlled by any sanctioned person or entity.
4.3 Shipping and Legal Requirements
It is your expressly assumed obligation to ensure that your documentation and the instructions you provide (or are required to provide under this Agreement or pursuant to applicable law) specifically, separately, and correctly addresses any Legal Requirements (as defined below in this Clause 4.3) related to your Goods and the shipping requirements applicable to such Goods. The term “Legal Requirements” shall mean all present and future laws, statutes, ordinances, requirements, orders, directions, rules, and regulations of any kind or nature, whether statutory or common law, including all environmental and safety laws, customs, GST and VAT laws and regulations issued or enforced by any federal, state, provincial, or local authority or agency, which govern or apply in any way to your Goods or Goods provided by you or the shipping requirements applicable to such Goods that arise under this Agreement. To the extent there are Legal Requirements or requirements for storage or handling related to any Goods that are the subject of an Order and about which Jetpack must know and with which it must comply in order to properly perform the Services or otherwise meet its obligations under and pursuant to this Agreement, you shall make Jetpack aware of any and all such Legal Requirements in writing prior to you requiring Services to which such Legal Requirements apply; and in respect of new Legal Requirements introduced after you register for an Account, no less than sixty (60) days prior to the enactment of such Legal Requirements, particularly to the extent such Legal Requirements relate specifically to the safeguarding, receiving, storing, and handling of the Goods. If compliance with any Legal Requirement(s) prevents Jetpack from performing the Services, or materially increases Jetpack’s costs in performing such Services, Jetpack may choose to suspend performance of the Services without liability to you, or be reimbursed for any additional costs associated with compliance or resulting from non-compliance. Additionally, if at any time while performing Services for you, Jetpack becomes aware of your failure to comply with any Legal Requirements, Jetpack may either immediately suspend Services until such non-compliance is rectified or terminate this Agreement by notice with immediate effect.4.4 Your Goods
You represent, warrant, and covenant that:- (a) you have the legal power to enter into and perform your obligations under this Agreement and the person binding you to this Agreement on your behalf has been duly authorized to do so;
- (b) you are the legal owner of the Goods, including any underlying Intellectual Property rights, and/or have lawful possession of the Goods and have the sole legal right to store and thereafter direct the release and/or delivery of the Goods;
- (c) there are no potential health, safety, or environmental hazards associated with the Goods or with performance of the Services in relation to the Goods;
- (d) the Goods are not mislabeled, misbranded, adulterated (including adulteration by any insect or other hazardous infestation);
- (e) the information set forth on any shipment or delivery document, including information as to count, weight, description, and condition of the Goods, is accurate and complete and may be relied upon by Jetpack;
- (f) the Goods do not comprise any items which are prohibited by the applicable Prohibited and Restricted Items Policy for the region in which the Goods will be received, stored or shipped;
- (g) the Goods are in compliance with Jetpack’s Dangerous Goods / HAZMAT Policy;
- (h) your activities related to the promotion, sale, and distribution of the Goods comply with all applicable laws; and
- (i) your Goods do not violate the Policies or any applicable laws (including but not limited to the 1938 Food, Drug and Cosmetic Act (as amended) enforced by the U.S. Food and Drug Administration, the Therapeutic Goods Act (1989) (Cth) and Regulations and the Therapeutic Goods Administration, the Food Standards Australia New Zealand Act (1991) (Cth), Food Standards Australia New Zealand (FSANZ), laws enforced by the European Medicines Agency or the European Food Safety Authority, or laws enforced in the UK relating to the relevant Goods concerned, if applicable).
- products that exploit or abuse children, including images or depictions of child abuse or sexual abuse, or that present children in a sexual manner;
- products that promote hate, violence, or discrimination against people based on race, ethnicity, color, national origin, religion, age, gender, sexual orientation, disability, medical condition, or veteran status;
- products that contravene, or that facilitate, or promote activities that contravene, the laws or regulations of the jurisdictions in which you operate or do business or to which your product is to be shipped or stored, including the jurisdictions in which our warehouses are holding any of your products in inventory;
- products that infringe or may infringe on the patent, copyright, trademark, or other Intellectual Property rights or privacy rights of others;
- products which contain or which are intended to transmit viruses or other malware or which are designed or intended to illegally or in an unauthorized manner gain entry to, harm, or disrupt the data or operation of our or a third party’s computing devices, networks, systems, infrastructure, or the like;
- products that contain personally identifiable information or confidential information, such as, but not limited to, credit card numbers, confidential national ID numbers, account passwords, medical records, employment records or the like, unless you comply with the DPA and have prior written consent from the person to whom the information belongs or who is otherwise authorized to provide such consent;
- products that promote self-harm; or
- products that imply or promote support or funding of, or membership in, a terrorist organization.
4.5 Rejected Goods
If you do not strictly meet the compliance obligations of Clause 4.4, Jetpack may, at its sole discretion, either reject your Goods, immediately suspend Services for such Goods, quarantine your Goods, or immediately terminate this Agreement by notice to you. Any Goods rejected, quarantined, or for which Services have been suspended shall be “Rejected Goods”. You may be required to reimburse Jetpack for the labor costs incurred to process, remove or package your Rejected Goods. Additionally, in the event the Rejected Goods cause damage to Jetpack Facilities, other Jetpack merchant’s Goods or any other third party’s property, you will be liable for the direct and indirect costs and expenses incurred by Jetpack and/or any third party as a result. This may include the costs incurred for storage and transportation of the Rejected Goods, storage and transportation of other affected Goods and/or third party property, return or destruction of the Rejected Goods, delay or non-shipment of any affected Goods, replacement of any affected Goods or third party property, pest control, hazard remediation and/or cleaning of Jetpack Facilities, legal costs in the event of an investigation into or court proceedings arising from the damage caused by the Rejected Goods, and any other reasonably incurred expenses caused by your failure to meet any of the above compliance obligations. IF YOU DO NOT REMOVE THE REJECTED GOODS WITHIN THIRTY (30) DAYS OF RECEIVING A REQUIRED REMOVAL NOTICE, JETPACK MAY DISPOSE OF THE INVENTORY LISTED IN THE REQUIRED REMOVAL NOTICE AND MAY CHARGE YOU A REASONABLE DISPOSAL FEE. YOU SHALL NOT BE ENTITLED TO ANY DAMAGES OR REIMBURSEMENT FOR THE VALUE OF GOODS DISPOSED OF BY JETPACK IF YOU DO NOT PROMPTLY REMOVE THE GOODS UPON JETPACK’S WRITTEN REQUEST IN ACCORDANCE WITH THIS CLAUSE.4.6 Import Compliance
You shall comply with all applicable laws and regulations relating to, and bear all costs and responsibilities associated with, importing your Goods into another country or territory, including all customs, duty VAT/GST laws and regulations relating to the import of the Goods as well as determining proper tariff classification and country of origin of Goods and whether Goods qualify for administrative exemptions such as those provided under 19 USC 1321. You shall deliver the Goods Delivered Duty Paid (DDP) to Jetpack Facilities, with all duties and taxes paid, released for free circulation and free of any encumbrances. You shall not identify Jetpack as the consignee, importer of record, or the merchant of record. Beneficial title and interest to all Goods shall always remain with you, even when the Goods are stored at a Jetpack Facility. You are solely responsible for ensuring that:- (a) the transport and delivery of your Goods by Jetpack or a Carrier pursuant to any Order does not contravene any applicable import or export control laws or sanctions;
- (b) all import and export licenses necessary for the import and export of your Goods pursuant to any Order are in place;
- (c) all customs duties necessary for the import and export of your Goods pursuant to any Order are paid prior to any deadlines; and
- (d) Jetpack is provided in good time with any documentation necessary or desirable to evidence compliance with import, export and customs requirements and to enable the efficient delivery of the Services by Jetpack.
4.7 Fraudulent Orders
It is your sole responsibility to protect yourself from fraud and to pay all Fees related to fraudulent Orders, regardless of whether the Goods are delivered.Clause 5. Fees and Payment
5.1 Fees
Unless otherwise specified in your pricing dashboard, you shall pay the Fees set out in the Pricing and Billing Policies.5.2 Changes to Fees
You acknowledge and agree that due to the nature of the Services, the Fees may be subject to change. Jetpack may pass through to you any GRI or other Carrier surcharges charged by Carriers in relation to fuel, dangerous goods, Peak Season, and other carrier surcharges, and Jetpack agrees to use commercially reasonable efforts to provide fifteen (15) days prior written notice of any such increases. Notwithstanding the foregoing, in the event any of our Carriers are impacted by a Force Majeure Event, if Carriers impose surcharges, Jetpack will pass through such surcharges and provide the same notice, if any, that Jetpack receives. Jetpack may, in its discretion, change other Fees upon thirty (30) days’ prior written notice to you. Any Fee changes will only apply to Orders completed after the effective date of such change. Your continued use of the Services following the effective date of any Fee increase will mean you accept and agree to pay the increased Fees. If any change to the Fees is unacceptable to you, you have the right to terminate the Agreement in accordance with Clause 14 of these Terms of Service.5.3 Pricing Quotations
Pricing quotations accepted through the Jetpack Platform are estimates based on the best information available to Jetpack at the time. All monetary amounts stated in this Agreement and the Site will be in US dollars, unless otherwise specified. The Fees you will be required to pay will depend on a number of factors including the quantity and nature of the Goods for fulfillment, delivery locations and Carrier Charges. Jetpack does not accept liability for any Carrier shipping rate discrepancies due to inaccurate or incomplete information provided by you, including incorrect dimensions or weight.5.4 Reimbursement of Taxes, Chargebacks, and Related Fees
You acknowledge that you are responsible for, and agree to reimburse Jetpack for, all sales taxes, transportation taxes, reversals, chargebacks, claims, fees, fines, penalties and other liabilities which may be incurred by Jetpack and its subcontractors (including Carriers), as applicable in connection with the Services. The aforementioned charges shall be posted to your Account within fifteen (15) days of Jetpack’s knowledge of such charges. Carrier and retail chargebacks may be subject to additional administrative fees as specified in the Policies.5.5 Exclusive of International CDT and Transaction Taxes
Customs, duties and taxes (“CDT”) on any international shipment charged by a Carrier, customs officials, or other governmental agencies are your sole responsibility and will be charged back to you regardless of whether they were or were not in the initial estimate, or whether the Order was or was not delivered. You acknowledge and agree that all Fees, charges, and any other amounts charged by Jetpack to you are exclusive of all applicable value added, sales/use or inventory, CDT, and service taxes such as Goods and Services Tax (as that term is defined in the A New Tax System (Goods and Services Act) 1999 (Cth))(“Transaction Taxes”) which may be levied in connection with the Services. You are liable for all Transaction Taxes regardless of the jurisdiction in which they arise. If Jetpack, in its sole discretion, pays any Transaction Taxes to a government authority on your behalf as a result of your failure to do so or your failure to properly submit compliance documentation (including improperly naming Jetpack as the consignee, importer of record or merchant of record), you will promptly reimburse Jetpack for all such amounts paid.5.6 Payment Options
Jetpack offers you convenient payment online using the following methods: bank transfer and ACH (free), credit card (subject to additional service fees) or wire transfer (subject to standard bank fees). Payment processing is provided by Stripe. By agreeing to this Agreement or continuing to utilize our Services, you agree (a) to be bound by the Stripe Connected Account Agreement, as modified by Stripe from time to time and (b) to authorize Jetpack to share business and transaction information (including customer data) with Stripe for the purpose of facilitating and processing payments.5.7 Payment Collection
Unless otherwise specified by Jetpack, Stripe will collect payment from you on a daily, weekly, or monthly basis depending on the frequency determined during your Account set-up. Jetpack disclaims all liability for any fees charged to you by your bank related to Stripe’s collection or disbursement of such payment. If you dispute any charges, you must provide notice to Jetpack within thirty (30) days after the invoice date.5.8 Abandoned Account and Liquidation
Failure to promptly pay Fees is a material breach of this Agreement. Jetpack will notify you via the Jetpack Platform and your registered email address that your Fees are overdue. If your Fees (or any other amounts owed to Jetpack or Carriers) remain unpaid for more than thirty (30) days after notification they are overdue, Jetpack reserves the right, at our sole discretion, to terminate this Agreement or suspend our performance of Services. If the Service Fees remain unpaid for more than sixty (60) days after being notified by Jetpack, then Jetpack will automatically reclassify your Account as an “Abandoned Account.” TO THE FULLEST EXTENT PERMITTED BY LAW, UPON AN ACCOUNT BECOMING AN ABANDONED ACCOUNT, ALL RIGHTS TO OWNERSHIP OF THE ACCOUNT BALANCE AND YOUR GOODS WILL, SUBJECT TO JETPACK PROVIDING ANY NOTICES REQUIRED BY LAW, IMMEDIATELY BE FORFEITED BY YOU TO JETPACK. SUBJECT TO JETPACK COMPLYING WITH THE REQUIREMENTS OF ANY APPLICABLE LAW, GOODS WILL BECOME IMMEDIATELY AND IRREVOCABLY UNAVAILABLE TO YOU, AND LIQUIDATION PROCEEDINGS WILL BEGIN. Subject to Jetpack complying with its obligations under applicable statutes: (a) you agree that Jetpack will be free and clear of any liability to you for such Goods; (b) you assume any liability for the Goods in the event of such liquidation; and (c) you remain liable for any Fees above and beyond the amount recoverable from the proceeds of liquidation of the Goods.Clause 6. Fulfillment Services
6.1 Inbound Shipment Instructions
Prior to any inbound shipment of Goods arriving at a Jetpack Facility, you must follow Jetpack’s Warehouse Receiving Order (“WRO”) instructions to provide Jetpack with digital bills of lading through the Jetpack Platform and schedule an appointment for inbound freight shipments (non-parcel) prior to their arrival at a Jetpack Facility. All inbound shipments shall be properly labeled and clearly identify the units and quantities of carton, case, or master case. Any inbound inventory received that does not follow the WRO instructions as determined by Jetpack will be classified as an Unidentified Receiving Order (“URO”) falling subject to the URO Policy (which includes delays and additional Fees set out in that policy).6.2 Verification and Inspection
Per Jetpack’s Operations and Errors Policy, Jetpack may, at its sole discretion, verify the quantity of the Goods and inspect for any damage. You acknowledge and agree that Jetpack has no obligation to verify the quantity, content, condition, or quality of the Goods delivered for storage and/or delivery. Jetpack may reject storing and/or delivering any Goods that Jetpack deems, in its reasonable opinion, to be violative of Jetpack Policies, to be improperly labeled or packaged (and so a URO), that appear to contain any hazardous or illegal material, or that appear to be adulterated (including adulteration by any insect or other hazardous infestation).6.3 Outstanding and Pending Orders
If there are any outstanding or pending Orders that need to be fulfilled as a matter of priority (“Priority Order”), you shall notify Jetpack of the Priority Order(s) and the requested timeline for the processing of such Orders. Jetpack will use its reasonable efforts to fulfill your request. Jetpack cannot guarantee that your request for Priority Order(s) will be fulfilled.6.4 Returns
All non-Carrier related returns (international and domestic) must follow the Return Policy. You shall be solely responsible for any Fees and any additional Carrier fees, including without limitation shipping, brokerage, or returns processing fees, for Goods that are returned to a Jetpack Facility for any reason whatsoever. Custom returns may be rejected and/or subject to additional fees.6.5 Jetpack is Not Liable for International Returns
International shipments that are not delivered are often returned by the Carrier and assessed for return shipping, brokerage and returns processing Carrier fees. Such fees will be payable by (and are billed through to you by the Carrier (often without notice)). Jetpack will make reasonable efforts to circumvent international returns or abandoned inventory at your request; however, Jetpack reserves the right to charge you fees up to the value of the original Carrier shipping cost plus a fifteen percent (15%) administrative fee. If a tariff is not available, Jetpack will either put Orders on hold until tariff information is available or override the Order with no liability to Jetpack.6.6 Transfers between Jetpack Facilities
You agree that Jetpack may, in its reasonable discretion, transfer your Goods at any time to another Jetpack Facility in order to optimize its fulfillment network. You will be notified in writing via your Account where such transfer occurs, so that you have clear oversight of the location of your Goods and the Jetpack Facility from which they will be dispatched to your customers.6.7 Restricted Access to Jetpack Facilities
Since your Goods may be stored along with the Goods of other merchants, you are not permitted to enter Jetpack’s Facilities or access your Goods in a Jetpack Facility, without reasonable advance notice and prior express written consent from Jetpack and the SFN Provider. If you are granted access to a Jetpack Facility, you will be monitored during the access period, and your access can be terminated if Jetpack or the SFN Provider determines, in its reasonable discretion, that your access may present a safety risk to any person or property, that your access unreasonably interferes with the operations of the Jetpack Facility, or if you otherwise fail to observe any site rules or requirements of the Jetpack Facility.6.8 Warehouseman’s Lien
You agree and acknowledge that the Jetpack Facilities maintain an actual or constructive general and continuing warehouseman’s lien and security interest (under the UCC, in respect of Goods located in the United States, under this contractual right, and under any similar statute or common law rights applicable in any other jurisdiction in which Goods are located in a Jetpack Facility) for all Goods in such Jetpack Facility’s possession or control, regardless of whether a specific receipt is issued, to cover all charges, expenses, costs, and Fees set forth in this Agreement. In the event a Jetpack Facility is required to exercise a lien or security interest, you shall be responsible for all necessary and reasonable costs incurred to enforce the lien or security interest including reasonable attorneys’ fees. You will execute any and all agreements and documents so that the Jetpack Facility may obtain, perfect, and maintain the lien rights and security interest in the Goods. You will also execute any and all documentation to permit Jetpack to perfect the liens.6.9 Temperature and Humidity Levels
Jetpack does not represent, warrant or guarantee that any Jetpack Facility will maintain a specific temperature range or humidity level, nor shall Jetpack be liable for any fluctuations.Clause 7. Service Level Agreement
7.1 Jetpack SLAs
Jetpack’s service level agreements (“SLAs”) can be found at the following link: Turnaround Times, Policies, and SLAs.7.2 Peak Season SLA Increases and Promotion and Bulk Orders
Jetpack’s SLAs are subject to vary during Peak Season by notification. Jetpack may also vary SLAs based on volume. Please review and use the Promotion and Bulk Order Upload Form for expected spikes in order volume.7.3 SLA Exclusions
SLAs shall not apply: (a) to Orders received on Jetpack Holidays; (b) for Goods not currently in stock; (c) for improperly labelled Goods inventory; (d) to Orders where volume forecasts (per Orders or unit of Good) have not been timely provided; (e) to Orders where the volume per Jetpack Facility exceeds 20% of the prior thirty (30) day average number of Orders shipped for you from that respective Jetpack Facility; (f) to Orders where the volume exceeds the daily forecast allocation for you in relation to the relevant Jetpack Facility (if provided in advance by Jetpack); (g) to Orders received during a Force Majeure Event; (h) to cross-border shipments; (i) to Orders received while invoices payable by you are past due; (j) to Orders received during an inventory cycle count or additional physical inventories conducted at your request; (k) when you have failed to provide updated or accurate information regarding Goods on the Jetpack Platform or to Jetpack; (l) where you have made errors when inputting data in relation to the Goods; (m) when Orders are materially affected by the negligent act or omission of a third-party under your actual or constructive control; and (n) to Orders received within the first thirty (30) days of Jetpack commencing fulfilling Orders for you.Clause 8. Carriers
8.1 Carrier Relationships
You understand and agree that Jetpack does not carry your Goods and the Jetpack Platform connects you with Carriers who are responsible for the actual performance of the carriage of your Goods. In the Jetpack Platform, you will choose your preferred shipment option which may identify either a specific carrier or the expected speed of delivery (i.e., overnight, two-day, standard) and corresponding rates for shipment. Jetpack will use commercially reasonable efforts to select the lowest cost method to ship your Goods that complies with the shipment option you have chosen. If you choose a specific carrier to perform the delivery, and the carrier you select either cannot service the Goods or cannot provide the service for another reason (for example, due to a strike or work stoppage), or if Jetpack is unable to purchase the shipping label for the carrier due to the specified carrier’s technical difficulties, Jetpack will use commercially reasonable efforts to choose an appropriate alternative carrier for the affected shipment. Jetpack does not act as your agent in respect of any aspect of this Agreement including the engagement of any Carrier. To the extent that Jetpack does arrange for the transportation of shipments of Goods by Carriers in the United States, Jetpack’s performance will be in the capacity of a property broker (USDOT# 3883843 and MC 1425765), such other license or permit as may be required, or as Merchant’s agent.8.2 Carrier Claims
If you make a claim for loss or damage against a Carrier for a shipment arranged through Jetpack, Jetpack will help facilitate the filing of the claim. All such claims shall be subject to the Carrier’s standard bill of lading or seaway bill terms of carriage and Jetpack’s Lost in Transit and Damage Claims Policy.8.3 Carrier Performance
Jetpack will use commercially reasonable efforts to facilitate each Carrier’s agreement to ensure that the Carrier: (a) has the necessary approvals, authorities, and licenses to provide the shipping services; (b) will comply with all federal, state, provincial, and local laws, regulations, and ordinances including safety laws and regulations; and (c) will maintain insurance as required by law and customary cargo liability insurance. You acknowledge that Jetpack makes reasonable efforts to determine the suitability of the Carrier but is not able to guarantee the standard of performance in relation to the carriage and the delivery of your Goods and is not able to guarantee the Carriers’ compliance with applicable laws or regulations.8.4 Shippable Addresses
You are solely responsible for the accuracy and deliverability of the shipping address provided to Jetpack in respect of your Order (“Nominated Address”). Jetpack has no obligation to verify the Nominated Address. If the Goods cannot be delivered to the Nominated Address, you grant Jetpack the right to share your contact information with the Carrier to contact you for further instructions. If Jetpack provides an Order shipping estimate based on the Nominated Address and delivery failed due to the Nominated Address being inaccurate, incomplete, or undeliverable for any reason, you must pay any costs or expenses incurred by Jetpack relating to the return of Goods to Jetpack’s warehouse, redelivery, and additional storage as a result of a failed delivery. For the avoidance of doubt, examples of discrepancies include, but are not limited to, incomplete addresses, incorrect addresses, undeliverable addresses, commercial/residential address status, and rural address status.Clause 9. Confidentiality and Publicity
9.1 Confidential Information
You and Jetpack have each developed certain confidential and proprietary information (“Confidential Information”) including financial statements, financing documents, trade secrets, new products, copyrights, computer software, documentation, specifications, systems, hardware, concepts, designs, configurations, schedules, costs, performance features, techniques, copyrighted matter, patentable and patented inventions, plans, methods, drawings, data, tables, calculations, documents or other paperwork, computer program narratives, flow charts, source and object codes, business and marketing plans, dealings, arrangements, objectives and locations. Confidential Information shall only include such information which is either explicitly designated as “confidential” at the time of disclosure or by its nature is reasonably identifiable as confidential. For purposes of this Agreement, a party disclosing the Confidential Information is the “Discloser” and a party receiving the Confidential Information is the “Recipient.” Confidential Information shall not, however, include any information that Recipient can establish:- (a) was publicly known or made generally available without a duty of confidentiality prior to the time of disclosure to Recipient by Discloser;
- (b) becomes publicly known or made generally available without a duty of confidentiality after disclosure to Recipient by Discloser through no action or inaction of Recipient;
- (c) is in the rightful possession of Recipient without confidentiality obligations at the time of disclosure by Discloser to Recipient as shown by Recipient’s then-contemporaneous written files and records kept in the ordinary course of business; or
- (d) is independently developed by Recipient without use of or reference to Discloser’s Confidential Information, as shown by written records and other competent evidence prepared contemporaneously with such independent development.