This Platform Access and Use Agreement Terms and Conditions (these “Terms”) are published by Passerine Technologies, Inc., doing business as Packsmith Co. (“Passerine”, “we,” or “us”), and govern your access to and use of the Platform and the Services. These Terms are incorporated by reference into, and form part of, the Agreement (as defined below). Passerine offers an online marketplace that enables Clients to seek out packing services and deliverables provided by Packsmiths (collectively, “Packing Services”). “Packsmiths” are independent contractor persons or businesses that agree to perform Packing Services through the Platform. “Client” is persons or businesses requesting Packing Services via the Platform (defined below). Passerine may also receive, inspect, store, handle, and transmit Client's Goods to Packsmiths, tender Goods to transportation carriers, and process returns in support of the Packing Services (collectively, “Fulfillment Services”). The Platform, the Fulfillment Services, and the Packing Services are referred to collectively as the “Services.”

Passerine's websites (including www.packsmith.ai), online marketplace, mobile application, and all related services, materials, and communications are collectively referred to as the “Platform.” The definitions set forth in these Terms apply throughout the Agreement, and a capitalized term used in an Order Form has the meaning given in these Terms unless that Order Form expressly states that it amends the definition. Pricing, fees, the Service Term, and other commercial details are set forth in one or more order forms, appendices, (each, an “Order Form”), each of which incorporates these Terms by reference. As used herein, “Agreement” means, collectively, the executed Order Form, the Platform Access and Use Agreement and any appendix thereto, each statement of work executed by the parties, and these Terms. In the event of any conflict or inconsistency among those documents, the following order of precedence applies: (a) any appendix to the Platform Access and Use Agreement, (b) the Order Form, (c) the Platform Access and Use Agreement, and (d) these Terms. References in these Terms to “this Agreement” mean the Agreement as so defined, and references to “these Terms” mean this document only.

THIS AGREEMENT ALSO CONTAINS A BINDING INDIVIDUAL ARBITRATION CLAUSE AND CLASS-ACTION WAIVER PROVISION FOR ALL USERS RESIDING IN THE UNITED STATES AND ANY OTHER TERRITORY OTHER THAN AUSTRALIA, SWITZERLAND, THE UNITED KINGDOM, OR THE TERRITORIES OF THE EUROPEAN ECONOMIC AREA. IF YOU ACCEPT THIS AGREEMENT, YOU AGREE TO RESOLVE DISPUTES IN BINDING, INDIVIDUAL ARBITRATION AND GIVE UP THE RIGHT TO GO TO COURT INDIVIDUALLY OR AS PART OF A CLASS ACTION. THESE TERMS WILL AFFECT YOUR LEGAL RIGHTS. PLEASE REVIEW THEM CAREFULLY. YOU MAY HAVE A TIME-LIMITED RIGHT TO OPT OUT.

1. Acceptance of These Terms

If you use or access the Platform, or otherwise use our Services, you agree to be bound by these Terms. By agreeing to these Terms, you are confirming you are an adult of legal age, you understand and accept these Terms, and you are legally and financially responsible for all actions using or accessing our Platform and/or Services. These Terms are subject to the order of precedence set forth above, and in the event of a conflict between these Terms and the Order Form, any appendix, or the Platform Access and Use Agreement, those documents control to the extent of the conflict. If you are using the Packing Services and/or Platform on behalf of any entity, you represent and warrant that you are authorized to accept this Agreement on such entity’s behalf and that such entity agrees to be responsible to us if you or that entity violate this Agreement, and in which case the terms “you”, “your”, “user” or “Client” shall refer to such corporate entity. If you do not or cannot agree to these Terms, you may not buy, download, install, play, or use the Platform or Packing Services.

We may modify these Terms at any time, and if we do, we will notify you by email or by posting the modified Terms on the Platform and/or our website. Please review any modified Terms before you continue using the Platform and Packing Services. If you continue to use the Platform and/or Packing Services, you are bound by the modified Terms. If you do not agree to be bound by the modified Terms, then you may not use the Platform or Packing Services.

By accepting and agreeing to these Terms, you are also agreeing to our Privacy Policy, which is expressly incorporated in full into this Agreement. Our Privacy Policy describes the types of data we collect from you and your devices, how we use your data, and the legal bases we have to process your data.

If you breach this Agreement, we may take action, including but not limited to terminating your account and disabling your access to the Platform and/or the Services. You acknowledge that we have no obligation to, and will not, reimburse or refund you for services lost due to involuntary suspension or termination of your account.

2. Intellectual Property Rights and License Grant

The Platform. Subject to Client's compliance with the terms of this Agreement, Passerine hereby grants to Client a non-exclusive, revocable, limited, non-sublicensable, non-transferable license and right (“License”) to access and use the Platform solely to receive the Services. Passerine owns all right, title and interest in and to the Platform, including, without limitation, all intellectual property rights therein. Passerine and its licensors expressly reserve any rights not expressly granted under this Agreement.

The rights granted to you under the License are subject to this Agreement and your full compliance with this Agreement, and you may only make use of the License if you comply with all applicable terms of this Agreement. The License becomes effective on the date you accept these Terms or otherwise first access or use the Platform or Packing Services and ends on the earlier date of either your complete disposal of the Platform or the termination of this Agreement.

Client Materials. Client hereby grants to Passerine and Packsmiths who accept a Packing Services Request (as defined below) a non-exclusive, royalty-free, fully paid-up, fully sublicensable (through multiple tiers), transferable, and worldwide license to reproduce, distribute, perform, and display (publicly or otherwise), create derivative works of, adapt, modify, and otherwise use materials made available by Client to Passerine and such Packsmiths in connection with the Services for the purpose of providing the Services and for developing, training, testing, evaluating, and improving the AI Tools and Passerine's other products and services, provided that Passerine will not disclose Client Materials publicly in a form that identifies Client except as permitted under Section 11.

Trademarks. Client hereby grants to Passerine and Packsmiths who accept a Packing Services Request a non-exclusive, royalty-free, fully paid-up, fully sublicensable (through multiple tiers), transferable, and worldwide license to use the names, trademarks, service marks, and logos associated with Client to operate and provide the Packing Services and to perform their obligations and exercise their rights under this Agreement.

Feedback. Passerine welcomes Clients to provide feedback, comments and suggestions for improvements to the Platform ("Feedback"). Client acknowledges and agrees that if Client submits any Feedback to Passerine (through any communication channel), Client hereby grants to Passerine a non-exclusive, worldwide, perpetual, irrevocable, fully-paid, royalty-free, sub-licensable and transferable license under any and all intellectual property rights that Client owns or controls to use, copy, modify, create derivative works based upon and otherwise exploit the Feedback for any purpose.

All rights not expressly granted under this Agreement are reserved by Passerine.

3. Packing Services

When Client wants a Packsmith to perform Packing Services, Client will post a written order outlining the scope of such Packing Services ("Packing Services Request") on the Platform, including information regarding the payment a Packsmith will earn by accepting and completing the Packing Services Request. Packsmiths will be notified of open Packing Services Requests directly through the Platform. It is up to a Packsmith to decide whether or not to offer or accept any Packing Services to Client or at all, and it is up to Client to decide whether or not to accept Packing Services from a Packsmith. If a Packsmith accepts a Packing Services Request or otherwise agrees to perform Packing Services for a Client, such Packsmith and Client form a separate legally binding contract ("Client-Packsmith Service Agreement"). Once a Packsmith and Client enter into a Client-Packsmith Service Agreement, such Packsmith is obligated to provide the Packing Services requested, subject to any change order or cancellation terms agreed to by the Packsmith and Client, and Client is obligated to provide payment for the Packsmith's services. Client may elect to ship its goods under the applicable Client-Packsmith Service Agreement ("Goods") to (a) the applicable Packsmith to fulfill the Packing Services Request as contemplated under the Client-Packsmith Service Agreement, or (b) Passerine Technologies to transmit the Goods to the applicable Packsmith. Client may elect to use its own collateral (e.g., boxes, mailers) in connection with the shipment of Goods, provided that if Client's collateral is no longer available (whether the supply runs out or is late to arrive), Passerine will provide its own collateral at Client's cost and expense (Passerine will provide notice to Client if Client collateral is likely to run out).

4. Packsmith Operations

Client hereby acknowledges and agrees that Packsmiths have sole control over the manner and means by which they render Packing Services and are under no obligation to accept any particular Packing Services Request offered to them. Packsmiths are free to accept or reject any Packing Services Request. Packsmiths also furnish and maintain, at their own expense, the tools, equipment, supplies, and other materials used to perform the Packing Services. Client further acknowledges and agrees that Client's ability to request, and if applicable, obtain, Packing Services from Packsmiths in connection with the use of the Platform does not establish Passerine as a provider of anything other than access and use of the Platform. Passerine does not employ individuals or entities to perform Packing Services, and Packing Services are outside the usual course of Passerine's business. Client further acknowledges and agrees that Packsmiths provide Packing Services as an independently owned and operated business enterprise, and Packsmiths are not actual agents, apparent agents, ostensible agents, or employees of Passerine in any way. Any effort, feature, process, policy, standard, or other effort undertaken by Passerine to facilitate Client's receipt of Packing Services is not an indicia of an employment, actual agency, apparent agency, or ostensible agency relationship with a Packsmith.

5. Platform Usage Requirements

Client agrees to the following:

All Goods shall be delivered to the applicable Passerine Facility (as defined in Section 12) properly marked and packaged for storage and handling. The physical quantity of all goods delivered shall match the expected quantity.

All Goods are required to arrive at the applicable Passerine Facility in sellable condition, free of any defects.

All communication should be sent by Client to the proper channels. Client will:

Send all customer service requests to support@packsmith.ai.

Submit a wholesale, bulk, or individual order via Client's dashboard.

Alert Passerine to a mispick or fulfillment error via Client's dashboard.

Inquire about a lost or delayed order via Client's dashboard.

Request a return via Client's dashboard.

Notify Passerine of an upcoming delivery of any products or materials via this form.

6. Platform Restrictions

Client will use the Platform solely as set forth in this Agreement. Client will not:

Post, transmit, or otherwise make available through or in connection with the Platform any materials that are or may be: (a) threatening, harassing, degrading, hateful, or intimidating or otherwise fail to respect the rights and dignity of others; (b) defamatory, libelous, fraudulent, or otherwise tortious; (c) obscene, indecent, pornographic, or otherwise objectionable; or (d) protected by copyright, trademark, trade secret, right of publicity, or privacy or any other proprietary right, without the express prior written consent of the applicable owner.

Post, transmit, or otherwise make available through or in connection with the Platform any virus, worm, Trojan horse, Easter egg, time bomb, spyware, or other computer code, file, or program that is or is potentially harmful or invasive or intended to damage or hijack the operation of, or to monitor the use of, any hardware, software, or equipment.

Harvest or collect information about users of the Platform.

Attempt to gain unauthorized access to the Platform.

Interfere with or disrupt the operation of the Platform or the servers or networks used to make the Platform available, including by hacking or defacing any portion of the Platform or violate any requirement, procedure, or policy of such servers or networks.

Restrict or inhibit any other person from using the Platform.

Reproduce, modify, adapt, translate, create derivative works of, sell, rent, lease, loan, timeshare, distribute, or otherwise exploit any portion of (or any use of) the Platform except as expressly authorized in this Agreement, without Passerine's express prior written consent.

Reverse engineer, decompile, or disassemble any portion of the Platform, except where such restriction is expressly prohibited by applicable law.

Remove any copyright, trademark, or other proprietary rights notice from the Platform.

Frame or mirror any portion of the Platform, or otherwise incorporate any portion of the Platform into any product or service, without Passerine's express prior written consent.

Systematically download and store content from the Platform.

Use any robot, spider, site search/retrieval application or other manual or automatic device to retrieve, index, "scrape", "data mine", or otherwise gather content from the Platform, or reproduce or circumvent the navigational structure or presentation of the Platform, without Passerine's express prior written consent.

7. Payment Terms

Payment. Client's use of the Packing Services will result in charges to Client, as set forth in the applicable Order Form ("Fees"). Passerine's role is to facilitate transactions between Client and Packsmith. Passerine will, either directly or indirectly through an authorized third party, collect payment from Client for each accepted Packing Services Request and initiate payment to the Packsmith after Passerine or a third party on Passerine's behalf accepts from the Packsmith the relevant package. Fees for access to the Platform, the Fulfillment Services, and any other amounts identified in an Order Form as payable to Passerine (including subscription, implementation, storage, usage, and shipping charges) are owed directly to Passerine. With respect to amounts payable to a Packsmith for Packing Services, you understand and acknowledge that those Fees are owed directly to the applicable Packsmith and that Passerine is collecting payment of them from you, on the Packsmith's behalf as their limited payment collection agent. Payment of the Fees will be considered the same as payment made directly by you to the Packsmith. Passerine may bill Fees by invoice, by charge to a Payment Method, or by a combination of the two, as set forth in the applicable Order Form or as Passerine otherwise notifies Client. All invoiced Fees are due within seven (7) calendar days following Client's receipt of the applicable invoice. Client shall, upon Passerine's request, provide and maintain a valid credit card, bank account, or other payment method acceptable to Passerine (the “Payment Method”). Client authorizes Passerine, directly or through its authorized third-party payment processor, to retain the Payment Method information and to automatically charge the Payment Method for all applicable Fees and Taxes as follows: (a) except to the extent the applicable Order Form provides for prepayment or another billing schedule, fixed periodic platform Fees may be charged in advance on or promptly following the first day of each calendar month; and (b) accrued and unpaid usage-based Fees may be charged whenever the outstanding balance of such Fees equals or exceeds the applicable billing threshold. The initial billing threshold is Five Hundred Dollars ($500) unless a different amount is set forth in the applicable Order Form. Passerine may adjust the billing threshold from time to time, provided that Passerine will provide Client with no less than fifteen (15) days' prior notice before reducing the billing threshold. Each such charge may be for the entire amount then outstanding. Client authorizes these charges to occur on a recurring basis throughout the Service Term and any renewal term, and acknowledges that the amount and frequency of usage-based charges will vary depending on Client's use of the Services. Amounts charged to the Payment Method are due on the date of the charge. Client represents that it is authorized to use the Payment Method and shall promptly update any Payment Method information that becomes inaccurate, incomplete, or expired. Client will keep the Payment Method valid, funded, and available for the charges contemplated by this Section. Failure to provide or maintain a Payment Method when requested by Passerine is a material breach of this Agreement, and Passerine may bill the applicable Fees by invoice or exercise any other remedy available to it, including pausing fulfillment as set forth in this Section. If an automatic charge is declined or otherwise unsuccessful, Passerine may retry the charge, require Client to provide an alternative Payment Method, or bill the applicable Fees by invoice, and the amounts subject to the unsuccessful charge will be due within seven (7) calendar days following notice thereof (which notice may be given through the Platform). An unsuccessful or delayed automatic charge will not relieve Client of its payment obligations. To the extent Passerine bills any Fees by invoice instead of automatically charging the Payment Method, all other terms of this Section apply to those Fees. A late fee of the higher of 1% of the invoice amount or $100 (or equivalent amount in the invoiced currency) will be owed by Client for all past due invoices, regardless whether a dispute is in place. The late fee will be charged for each additional month the invoice is past due. A $50 Administrative Processing Fee will be assessed for any payments submitted via non-approved methods or for payments that do not match the invoiced amount. Packsmith reserves the right to apply this fee to the client's account for the manual reconciliation required. Failure to settle outstanding invoices on time may result in Passerine pausing fulfillment for the Client until the matter is resolved. Passerine reserves the right to establish or adjust Fees for the Packing Services (including new product features and functionality) obtained through the use of the Platform at any time, provided that Passerine provides Client with no less than fifteen (15) days' prior notice thereof (such notice may be through the Platform).

Taxes. All Fees exclude any sales, use, excise, import, export, value added, universal service charge, withholding, or similar taxes or governmental charges, including any related penalties and interests however designated, other than taxes based on the net income of Passerine ("Taxes"), and Client agrees to pay any Taxes imposed under this Agreement. Passerine may charge and collect such Taxes in addition to the Fees, including by charging the Payment Method. Client will provide any valid exemption certificate or other documentation Passerine reasonably requests. If Client is required by law to withhold any amount from a payment to Passerine, Client will pay such additional amounts as are necessary so that Passerine receives the amount it would have received had no withholding been required.

8. Updates and Patches

You agree and acknowledge that we may at any time update, modify, or release an updated version of the Platform. Therefore, although we do not have any express maintenance or support obligations with respect to the Platform, we may from time to time provide patches, updates, or upgrades to the Platform that must be installed in order for you to continue to use the Platform, and you hereby consent to our applying such patches, updates, and upgrades.

You also agree and acknowledge that the Platform may contain bugs or errors which may cause a loss of data and/or damage to your devices, and we are not liable in any way for such loss of data or damage, for interruptions of service, of for software or hardware failures.

9. Eligibility and Account Registration

If you want to use the Platform, you will have to create an account with us (an “Account”), and you will also need access to a supported mobile phone or web capable device and an internet connection. We do not support rooted or jailbroken devices.

Upon creating your Account and by accessing the Platform, you consent to having these Terms provided to you in electronic form and that all agreements, notices, disclosures, and other communications we provide to you electronically satisfy any legal requirements that such communications be in writing. As an Account holder, you agree to provide true, accurate, current, and complete information about yourself as prompted by the enrollment form. We reserve the right to revoke or prohibit your Account for any reason at any time, without notice, but, in particular, upon any violation of any of this Agreement.

You are responsible for maintaining the confidentiality of your Account and password. You may not share your password with third parties. You agree to accept responsibility for all activities that occur under your account or password. You agree to immediately notify us in the event of any unauthorized use of your account or other breach of security. You agree that you will not disclose your Account password to anyone, and you will notify us immediately of any unauthorized use of your Account. We take account security obligations seriously; however, you are responsible for all activities that occur under your Account, whether or not you know about them.

We may suspend or terminate your access to and use of the Platform, at our sole discretion, at any time and without notice to you, including if (a) you fail to comply with this Agreement; (b) we suspect misuse by you of the Platform; or (c) we suspect any other unlawful activity associated with your Account. If your Account is inactive (i.e., not used or logged-into) for a period of time, we will notify you prior to termination of your Account.

10. AI Tools and other agentic and generative features

As used herein, “AI Tools” means the generative and/or agentic artificial intelligence functionality that is integral to the Platform and to your access to and use of the Platform, and permits our AI Tools to make limited decisions and take certain actions on your behalf. You acknowledge that the Platform is an artificial-intelligence-based system, that the AI Tools are a core component of the Platform, and that the Platform cannot be accessed or used independently of the AI Tools. By using the AI Tools and the information, content, tools, products and other offerings available in the Platform, you acknowledge that you have read, understood, and agree to be bound by these Terms, including all terms applicable to the AI Tools.

(i) Integral Functionality. The AI Tools and other agentic and generative features are integral to the Platform and operate as part of the Services from and after the date you are granted access to the Platform. By accessing or using the Platform, you authorize the AI Tools to process your data and to take actions on your behalf in accordance with your configuration and these Terms.

(ii) Scope of Authority. You may configure the scope of actions that the AI Tools are authorized to perform, within the parameters made available to you; such configuration adjusts the scope of AI Tool activity but does not disable the AI Tools or the artificial-intelligence processing inherent in the Platform. We will use commercially reasonable efforts to act only within the scope authorized by your configuration and settings; however, we do not guarantee that the AI Tools will operate exclusively within your intended parameters. You are responsible for reviewing and understanding the scope of any permissions you grant.

(iii) No Non-AI Mode. Because the AI Tools are integral to the Platform, they cannot be disabled while you retain access to the Platform, and we do not offer a non-AI version of the Platform. Where the Platform makes particular AI-driven features or automated actions separately configurable, you may adjust or suspend those features prospectively only, and any such adjustment will not reverse, undo, or recall actions already taken. If you do not wish for your data to be processed by the AI Tools, your sole remedy is to cease using and terminate your access to the Platform in accordance with Section 20 (Term and Termination).

(iv) No Guarantee of Review. You acknowledge and agree that the AI Tools may take actions on your behalf without requiring your review or approval of each individual action. You accept the risks associated with the use of the AI Tools and of an artificial-intelligence-based platform, including the risk that actions may be taken that do not align with your specific intent or expectations.

(v) AI-Generated Outputs. Our Services may generate or provide outputs, suggestions, summaries, analyses, recommendations, or other content through the use of artificial intelligence or machine learning technologies (collectively, “AI Outputs”). AI Outputs are provided for informational purposes only and should not be relied upon as a substitute for professional judgment, advice, or independent verification. We do not represent or warrant that any AI Outputs are accurate, complete, reliable, current, error-free, or fit for any particular purpose. AI Outputs may contain errors, omissions, inaccuracies, or outdated information, and we shall have no obligation to update or correct any AI Outputs. You are solely responsible for evaluating, verifying, and determining the suitability and appropriateness of any AI Outputs before relying upon or using them for any purpose. We expressly disclaim all liability arising out of or related to your use of or reliance on any AI Outputs.

(vi) Agentic Actions. When you use our AI Tools, our agentic features (“Agentic Features”) may take actions on your behalf as configured by you. We do not represent or warrant that any actions taken by Agentic Features will be error-free, timely, complete, or consistent with your intent. We expressly disclaim all liability arising out of or related to actions taken by Agentic Features, including but not limited to any consequences resulting from such actions. You are solely responsible for reviewing the results of any actions taken by Agentic Features and for any consequences arising therefrom. You acknowledge that use of the Agentic Features involves risks inherent in permitting artificial intelligence to take actions without your prior review or approval of each individual action, and you accept such risks.

(vii) No Professional Advice. Nothing contained in our Services, including any AI Outputs or Agentic Features, content, or materials provided therein or therewith, constitutes legal, financial, medical, tax, or other professional advice. You should consult with qualified professionals before making any decisions based on information obtained through our Services.

(viii) No Guarantee of Results. We do not warrant or guarantee that use of our Platform will achieve any particular results, outcomes, or objectives. Any examples, projections, or illustrations provided through our Services are for informational purposes only and are not guarantees of future performance or results. You are solely responsible for reviewing, verifying, and determining the appropriateness of any AI Outputs or Agentic Features before relying upon or acting on them. You should not use AI Outputs or Agentic Features as the sole basis for any significant decision or project.

(ix) Non-Uniqueness. You acknowledge and agree that, due to the nature of artificial intelligence and machine learning, AI Outputs and Agentic Features generated for you may be similar or identical to AI Outputs independently generated for other users of the Services. We do not and cannot guarantee the uniqueness or exclusivity of any AI Outputs. Neither you nor any other user will have any claim against us arising from any similarity between AI Outputs provided to different users.

11. Confidentiality

Confidential Information. "Confidential Information" means any and all information disclosed by the disclosing party ("Discloser") to the receiving party ("Recipient") that is provided under circumstances reasonably indicating it is confidential or proprietary or which either party gains access to by virtue of its engagement under this Agreement. Confidential Information of Passerine includes the terms of this Agreement and all information regarding its or its affiliates' past, present, or future know-how, ideas, concepts, designs, programs, marketing, processes, pricing of products and services, business plans and operations, technical information, specifications, contact lists, and other non-public information of Passerine and its employees and Packsmiths, consultants, affiliates, licensors, suppliers, vendors, customers, and clients. Confidential Information does not include any information which: (a) at the time of disclosure or thereafter is generally available to or known by the public (other than as a result of its disclosure by Recipient in breach of this Section 11); (b) was or becomes available to Recipient on a non-confidential basis from a third party who is not bound by a confidentiality agreement, or is not otherwise prohibited from transmitting the information; (c) at the time of disclosure is rightfully in the possession of Recipient, as shown by Recipient's documents and records prior to the disclosure; or (d) is independently developed by Recipient without use of or reference to Discloser's Confidential Information.

Non-Disclosure and Non-Use. Recipient will hold all Confidential Information in strict confidence and will not disclose any Confidential Information to any third party, other than to its and its affiliates' respective employees, consultants, and contractors who need to know such information and who are bound in writing by restrictions regarding disclosure and use of such information comparable to and no less restrictive than those set forth herein. Recipient will not use any Confidential Information for the benefit of itself or any third party or for any purpose other than to perform its obligations or exercise its rights under this Agreement. Recipient will take the same degree of care that it uses to protect its own confidential and proprietary information of similar nature and importance (but in no event less than reasonable care) to protect the confidentiality and avoid the unauthorized use, disclosure, publication, or dissemination of the Confidential Information.

Authorized Disclosures. Notwithstanding anything to the contrary, Recipient may disclose Confidential Information of Discloser: (a) to its financial, accounting, legal advisors, each with a need to know for the purpose of providing services to Recipient, as well as to current and potential investors or acquirers that are bound to reasonable confidentiality protections that apply to the Confidential Information of Discloser; (b) as and to the extent required by applicable law or regulation, or by the listing of similar rules of the stock exchange on which the securities of Recipient may be listed on the condition that prior to such disclosure, the Recipient, to the extent permitted by applicable law, will provide written notice of such request to Discloser to allow Discloser to seek to redact or otherwise limit the scope of such disclosure); and (c) as required to be disclosed pursuant to any judicial or governmental request, requirement, or order. The Recipient will take reasonable steps to give Discloser sufficient prior notice to contest or limit such request, requirement, or order.

Equitable Relief. Each Party (as Recipient) acknowledges that any unauthorized use or disclosure of Confidential Information of the Discloser may cause Discloser irreparable harm for which its remedies at law would be inadequate. Accordingly, each party (as Recipient) acknowledges and agrees that Discloser will be entitled, in addition to any other remedies available to it at law or in equity, to seek injunctive relief, without bond, enjoining any breach or threatened breach of the Recipient's obligations under this Agreement with respect to the Confidential Information of Discloser, and such further relief as any court of competent jurisdiction may deem just and proper.

12. Custody of Goods; Risk of Loss

The risk of loss or damage to Goods provided by Client and held by Passerine in storage upon receipt by Passerine will be capped at US$0.50 per pound (or the equivalent in local currency, converted at the exchange rate in effect on the date of the loss or damage) until such Goods are delivered to a transportation carrier. Upon delivery of such Goods to a transportation carrier for delivery to the ultimate destination, as between the parties, the risk of loss or damage to such Goods will be solely borne by Client.

(a) Title; No Document of Title. Title to and ownership of the Goods remain with Client at all times. Passerine holds Goods solely for the purpose of performing the Fulfillment Services, does not purchase or take title to Goods, does not issue warehouse receipts, and no document issued by Passerine or through the Platform constitutes a document of title or negotiable instrument. Any facility operated or used by Passerine to receive, store, or handle Goods is a “Passerine Facility.”

(b) Receipt and Inspection. Passerine may, but is not obligated to, inspect, count, or test Goods upon receipt. Passerine may refuse, reject, quarantine, return at Client's expense, or dispose of any Goods that (i) are not properly marked and packaged for storage and handling, (ii) do not arrive in sellable condition, (iii) do not match the quantity or description Client provided through the Platform, or (iv) are hazardous, dangerous, perishable, or prohibited from being stored, handled, or shipped under applicable law, other than Goods expressly identified and accepted as Dangerous Goods in the Order Form and tendered in compliance with the requirements set forth therein. Passerine's acceptance of a shipment is not an acknowledgment of the quantity, condition, or conformity of the Goods.

(c) Storage. Goods are stored on a non-dedicated, commingled basis unless otherwise agreed in an Order Form, and Passerine may relocate Goods between Passerine Facilities or to a Packsmith at any time. Storage fees accrue at the rates set forth in the applicable Order Form or, if none, at Passerine's then-current published rates.

(d) Insurance. Client will maintain, at its own expense, all-risk cargo and inventory insurance covering the full replacement value of the Goods at all times while the Goods are in the possession of Passerine, any Packsmith, or any carrier. Passerine is not an insurer of the Goods and does not provide insurance coverage for Goods. Client will cause its insurers to waive all rights of subrogation against Passerine and the Packsmiths.

(e) Security Interest; Lien. Client grants Passerine a continuing security interest in, and a general lien on, all Goods and proceeds thereof now or hereafter in the possession or control of Passerine or any Packsmith, securing all amounts owed by Client under this Agreement. Client authorizes Passerine to file financing statements and take other actions necessary to perfect such security interest, and Passerine may exercise all rights of a secured party under applicable law, in addition to its rights under Section 12 (Custody of Goods; Risk of Loss) and the Effect of Termination provisions of this Agreement.

(f) Inventory Reconciliation; Shrinkage. Passerine will make inventory records available through the Platform, and Client is responsible for reviewing them. Cumulative variances not exceeding one-half of one percent (0.5%) of the units received in any calendar quarter are deemed ordinary shrinkage inherent in fulfillment operations and are not a basis for any claim against Passerine.

(g) Transportation Carriers. Passerine may select and engage transportation carriers on Client's behalf as Client's agent for that limited purpose. Carriers are independent third parties and not subcontractors of Passerine. Passerine does not guarantee any transit time, delivery date, or carrier rate, and Client's remedies for loss, damage, or delay occurring in the possession of a carrier are solely against that carrier and subject to the carrier's tariff, contract of carriage, and applicable law.

(h) Returns. Passerine will process returns in accordance with the process then published through the Platform and at Passerine's then-current fees. Passerine may dispose of returned Goods that are not in sellable condition or that remain unclaimed or without Client disposition instructions for more than sixty (60) days, at Client's cost and expense.

(i) Abandoned Goods. Goods that remain at a Passerine Facility more than thirty (30) days after Client has been directed to retrieve them, or after expiration or termination of this Agreement, are deemed abandoned and may be sold, liquidated, donated, or otherwise disposed of in accordance with the Effect of Termination provisions of this Agreement.

13. Text Messages and Telephone Calls

Passerine, and those acting on its behalf, may contact Client by telephone or text message (including through use of an automatic telephone dialing system) at the phone numbers Client has provided to Passerine. These messages may include operational messages about your use of the Platform. Client understands that it is not required to consent to communications as a condition of purchasing any property, goods or services. Client may opt out of receiving telephone calls or text messages from Passerine at any time, either by texting the word "STOP" in response to a text message received from Passerine using the mobile device that is receiving the messages. Client may continue to receive text messages for a short period while Passerine processes Client's request, and Client may also receive text messages confirming the receipt of Client's opt-out request. Opting out of receiving operational text messages may impact the functionality of the Platform. Standard data and message rates may apply whenever you send or receive such messages, as specified by Client's carrier.

14. Information Passerine Collects About Client. All information Passerine collects about Client when Client applies for an account or use or visit the Platform is subject to Passerine's Privacy Policy. By using the Platform, Client acknowledges the terms and conditions of the Privacy Policy and all actions taken by Passerine in accordance with it.

15. Representations and Warranties

Mutual Representations and Warranties. Each party represents and warrants that (a) it has the full power and authority to enter into this Agreement and perform its obligations hereunder, and (b) it is duly organized, validly existing, and in good standing under the laws of the jurisdiction of its origin.

Client Representations and Warranties. Client represents and warrants that (a) the information it provides to Passerine is true and accurate; (b) its activities in connection with the Platform comply and will comply with applicable laws and regulations; (c) its Goods do not violate any applicable law or regulation, including applicable import and export controls and sanctions; (d) its Goods do not infringe any third-party intellectual property rights; and (e) except for Goods expressly identified and accepted as Dangerous Goods in the Order Form or an appendix thereto, its Goods are not hazardous, dangerous, or prohibited by applicable law from being stored, handled, or shipped, and with respect to any such Dangerous Goods, Client will classify, package, mark, label, document, and notify Passerine in accordance with the Order Form and applicable law. Client agrees to promptly inform Passerine at support@packsmith.ai and/or 2219 Main Street, Unit #551, Santa Monica, CA 90405 if any information Client provided to Passerine requires updating.

16. DISCLAIMERS

TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW: (A) THE SERVICES, INCLUDING THE PLATFORM, THE FULFILLMENT SERVICES, THE PACKING SERVICES, THE AI TOOLS, AND ANY AI OUTPUTS AND AGENTIC FEATURES, ARE PROVIDED TO CLIENT ON AN "AS IS", "WHERE IS", AND "WHERE AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY; AND (B) WITHOUT LIMITING THE FOREGOING, PASSERINE DISCLAIMS ALL WARRANTIES WITH RESPECT TO THE SERVICES, INCLUDING THE FULFILLMENT SERVICES, THE AI TOOLS, AND ANY AI OUTPUTS AND AGENTIC FEATURES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND TITLE. PASSERINE ALSO DOES NOT GUARANTEE THE QUALITY, SUITABILITY, SAFETY, OR ABILITY OF PACKSMITHS. WITHOUT LIMITING THE FOREGOING, PASSERINE DOES NOT REPRESENT OR WARRANT THAT (I) ACCESS TO OR USE OF THE PLATFORM WILL BE SECURE, TIMELY, UNINTERRUPTED, ERROR-FREE, OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM, OR DATA, (II) ANY STORED CLIENT DATA WILL NOT BE LOST, DAMAGED, OR CORRUPTED, (III) THE PLATFORM OR THE SERVER(S) THAT MAKE THE PLATFORM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR (IV) THIRD-PARTY DISRUPTIONS AND SECURITY BREACHES OF THE PLATFORM WILL BE PREVENTED. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, CLIENT AGREES THAT, AS BETWEEN THE PARTIES, THE ENTIRE RISK ARISING OUT OF CLIENT'S USE OF THE SERVICES, INCLUDING IN CONNECTION WITH A PACKING SERVICES REQUEST, REMAINS SOLELY WITH CLIENT. PASSERINE DOES NOT CONTROL, MANAGE, OR DIRECT ANY PACKSMITHS. PACKSMITHS ARE NOT ACTUAL AGENTS, APPARENT AGENTS, OR EMPLOYEES OF PASSERINE. IF A DISPUTE ARISES BETWEEN CLIENT OR ANY PACKSMITH, CLIENT WILL RELEASE PASSERINE FROM LOSSES OF EVERY KIND AND NATURE, DISCLOSED AND UNDISCLOSED, SUSPECTED AND UNSUSPECTED, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY IN CONNECTION WITH SUCH DISPUTES TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW. ALL DISCLAIMERS OF ANY KIND ARE MADE FOR THE BENEFIT OF BOTH PASSERINE AND ITS AFFILIATES AND THEIR RESPECTIVE SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, REPRESENTATIVES, LICENSORS, SUPPLIERS, AND SERVICE PROVIDERS.

17. Indemnification

To the maximum extent permitted under applicable law, Client agrees to defend, indemnify, and hold Passerine and its affiliates and its and their respective directors, officers, employees, Packsmiths, and agents (collectively, "Indemnitees") harmless from and against any and all actual or threatened suits, actions, proceedings (at law or in equity), claims (groundless or otherwise) ("Claims"), and indemnify the Indemnitees for any and all damages, payments, deficiencies, fines, judgments, settlements, liabilities, losses, costs and expenses (including reasonable attorneys' fees, expert witnesses' costs and fees, costs, penalties, interest and disbursements) arising from or relating to any Claim (including third party claims) against any Indemnitees, whether successful or not, caused by, arising out of or resulting from: (a) Client's use of, or activities in connection with, the Platform, including the Packing Services and any Goods provided in connection with such Packing Services; (b) any breach of alleged breach of this Agreement by Client; (c) any negligent act or willful misconduct by Client; or (d) any dispute between Client or a Packsmith. Passerine will have the right to approve any counsel retained to defend against any Claim in which Passerine is named a defendant and will not unreasonably withhold such approval. Passerine will have the right to control and participate in the defense of any such Claim concerning matters that relate to Passerine, and Client will not settle or compromise any such Claim without Passerine's written consent. If, in Passerine's reasonable judgment, a conflict exists between the interests of Passerine and Client in such a Claim, Passerine may retain its own counsel whose reasonable fees will be paid by Client. Client's indemnification obligations survive the expiration or termination of this Agreement.

18. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW: (A) PASSERINE WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES OF ANY KIND, UNDER ANY CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHER THEORY, INCLUDING DAMAGES FOR LOSS OF PROFITS, USE, OR DATA, OR LOSS OF OTHER INTANGIBLES, EVEN IF ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES; (B) WITHOUT LIMITING THE FOREGOING, PASSERINE WILL NOT BE LIABLE FOR DAMAGES OF ANY KIND RESULTING FROM CLIENT'S USE OF OR INABILITY TO USE THE SERVICES, INCLUDING THE FULFILLMENT SERVICES, THE AI TOOLS, AND ANY AI OUTPUTS AND AGENTIC FEATURES; AND (C) PASSERINE'S MAXIMUM AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, REGARDLESS OF THE FORM OR THEORY OF CLAIM, SHALL NOT EXCEED THE FEES PAID BY CLIENT UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. PASSERINE'S MAXIMUM AGGREGATE LIABILITY FOR ANY AND ALL LOSS OF OR DAMAGE TO CLIENT'S GOODS, REGARDLESS OF THE FORM OR THEORY OF CLAIM, SHALL NOT EXCEED THE LESSER OF (I) THE ACTUAL VALUE OF THE APPLICABLE LOST OR DAMAGED GOODS OR (II) THE PER-WEIGHT AMOUNT APPLICABLE TO THE LOCATION OF THE GOODS AS SET FORTH IN SECTION 12. THE LIMITATIONS IN THIS SECTION APPLY ONLY TO PASSERINE'S LIABILITY. NOTHING IN THIS SECTION LIMITS CLIENT'S OBLIGATION TO PAY FEES, TAXES, OR OTHER AMOUNTS DUE UNDER THIS AGREEMENT, CLIENT'S INDEMNIFICATION OBLIGATIONS UNDER SECTION 17, OR CLIENT'S LIABILITY FOR FRAUD OR WILLFUL MISCONDUCT.

19. Claims

All claims for loss, damage, or delay in relation to Client's goods hereunder must be made by Client in writing within 60 days from the date of delivery or the date when the goods should have been delivered. Each claim must be accompanied by all relevant documentation, including, without limitation, to the bill of lading, delivery receipt, and any other documentation that substantiates such claim. Failure to provide sufficient documentation may result in denial of such claim.

20. Term and Termination

This Agreement is effective on the Effective Date set forth in the Order Form (or, if there is no Order Form, on the date Client first accepts these Terms) and shall remain in effect for the initial Service Term (meaning the initial subscription period set forth in the applicable Order Form) and any subsequent renewal terms, unless earlier terminated in accordance with the provisions of this Section. Unless the applicable Order Form provides otherwise, this Agreement will automatically renew at the end of the initial Service Term, and at the end of each renewal term, for successive renewal terms of twelve (12) months at Passerine's then-current rates, unless either party gives the other written notice of non-renewal at least thirty (30) days before the end of the then-current term.

Client's Right to Terminate. Client may not terminate this Agreement for convenience. Client's sole right to terminate this Agreement prior to the expiration of the Term is only in the event of Passerine's uncured material breach of a fundamental obligation, subject to thirty (30) days' prior written notice.

Passerine's Right to Terminate. Passerine may terminate this Agreement upon written notice to Client if (a) Client fails to pay any amount when due and does not cure within ten (10) days after notice; (b) Client breaches any other provision and does not cure within thirty (30) days after notice; or (c) Client breaches the use restrictions, the confidentiality provisions, or its representations regarding Goods, in which case termination may be effective immediately. Passerine may also suspend Client’s use of the Platform at any time and without prior notice, for any or no reason, including if Passerine believes Client has violated or acted inconsistently with the letter or spirit of this Agreement or if Client has failed to pay any amounts due under this Agreement. Upon any such termination or suspension, Client's right to use the Platform will immediately cease, and Passerine may, without liability to Client or any third party, immediately deactivate or delete Client's username, password and account, and all associated materials, without any obligation to provide any further access to such materials.

Effect of Termination. Upon any expiration or termination of this Agreement: (a) Client will pay all amounts due as of such date; (b) Client will promptly return to Passerine all of Passerine's Confidential Information then in Client's possession or destroy all copies of the Confidential Information, at Passerine's sole discretion and direction; and (c) each party's obligations under this Agreement will immediately cease, except for Client's outstanding payment obligations that accrued prior to the expiration or termination of this Agreement. Notwithstanding the foregoing, the parties’ confidentiality obligations under Section 11 will survive termination of this Agreement for a period of three (3) years; provided, however, that such obligations with respect to any Confidential Information that constitutes a trade secret under applicable law will survive for so long as such Confidential Information remains a trade secret under applicable law. Passerine may charge Client reasonable storage fees for any Goods remaining in Passerine’s possession after expiration or termination. Goods deemed abandoned under Section 12 may be sold, liquidated, donated, or otherwise disposed of as provided in that Section. In addition, in the event past due amounts have not been paid within sixty (60) days following expiration or termination, Passerine will have the right, but not the obligation, to sell, liquidate, donate, or otherwise dispose of (including discard) any Goods in inventory with Passerine or any Packsmith, and to apply any proceeds first to the outstanding amounts owed by Client, with any remaining proceeds remitted to Client.

21. General Provisions

Force Majeure. Neither party will be liable for any delay or failure to perform its obligations under this Agreement (other than any obligation to pay amounts when due) resulting from causes beyond its reasonable control, including acts of God, natural disasters, pandemics, war, terrorism, government orders, labor disputes, supply chain disruptions, or Internet or power failures.

Marketing. Passerine may use Client's name, logo, and marks on its website and in marketing materials.

Interference with Business; Non-Solicitation. Client acknowledges that Passerine and its affiliates' relationships with its employees, customers, clients, vendors, and other persons are valuable business assets. Therefore, Client agree as follows: (a) Client will not, during the term of this Agreement and for a period of 6 months thereafter, directly or indirectly solicit, induce, recruit, or encourage any of the following persons to terminate their employment or other relationship with Passerine or any of its affiliates, if Client had contact with or acquired Confidential Information about such person: any officer, director, employee, independent contractor, or consultant of Passerine or any of its affiliates who was employed by or affiliated with Passerine or such affiliate at any time during the term of this Agreement; and (b) neither during nor after the term of this Agreement will Client use Passerine's Confidential Information or any other means that would amount to unfair competition to solicit any of Passerine's or its affiliates' customers, clients, vendors, business partners, or suppliers, or otherwise interfere with any business relationship or contract between Passerine or any of its affiliates, on the one hand, and any of its customers, clients, vendors, business partners, or suppliers, on the other hand.

Entire Agreement. The Agreement, comprising the documents identified in the preamble to these Terms and applied in the order of precedence set forth therein, sets forth the entire agreement and understanding of the parties relating to the subject matter hereof and supersedes all prior or contemporaneous agreements, proposals, negotiations, conversations, discussions, and understandings, written or oral, with respect to such subject matter and all past dealing or industry custom.

Amendments and Waivers. Except for modifications to these Terms made in accordance with Section 1, no modification, addition or deletion, or waiver of any rights under this Agreement will be binding on a party unless made in a non-preprinted agreement clearly understood by the parties to be a modification or waiver and signed and delivered by a duly authorized representative of each party. No failure or delay (in whole or in part) on the part of a party to exercise any right or remedy hereunder will operate as a waiver thereof or effect any other right or remedy. All rights and remedies hereunder are cumulative and are not exclusive of any other rights or remedies provided hereunder or by law. The waiver of one breach or default or any delay in exercising any rights will not constitute a waiver of any subsequent breach or default.

Assignment. Passerine may assign this Agreement without Client’s consent to any of its affiliates or in connection with a merger, acquisition, reorganization, sale of all or substantially all of Passerine’s assets, or similar corporate transaction. Client may not assign this Agreement, whether by operation of law, in connection with a change of control of Client, or otherwise, without Passerine’s prior written consent. Any purported assignment by Client in violation of this clause is void. This Agreement shall be binding upon and inure to the benefit of the parties and their respective permitted successors and assigns.

Governing Law; Jurisdiction. If you are habitually resident in the United States or any territory other than Australia, Canada, Switzerland, the United Kingdom, or any territory in the European Economic Area, this Agreement shall be construed and enforced in accordance with the laws of the State of Delaware, United States of America, without reference to the principles of conflict of laws of any jurisdiction that would result in the application of the laws of another jurisdiction, and without giving effect to the conflict of laws principles of any jurisdiction or the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. For any disputes deemed not subject to binding individual arbitration, as provided in the section immediately below, you agree to submit to the exclusive jurisdiction and venue of the state and federal courts in Los Angeles, California, and you agree to waive any jurisdictional, venue, or inconvenient forum objections to such courts.

If you are habitually resident in Australia, Canada, Switzerland, the United Kingdom, or any territory in the European Economic Area, this Agreement shall be governed by, and construed under, the laws of your country of residence without regard to conflict of laws rules, except to the extent the parties' arbitration agreement set forth below applies. Subject to that arbitration agreement, the competent courts of your country of habitual residence will have exclusive jurisdiction over any dispute not subject to arbitration.

THE PARTIES HEREBY IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM RELATING TO THIS AGREEMENT.

Arbitration

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT. THE ARBITRATION PROCEEDINGS IN THIS SECTION WILL BE CONDUCTED ON AN INDIVIDUAL BASIS ONLY.

This Section applies if you are habitually resident in the United States or any territory other than Australia, Canada, Switzerland, the United Kingdom, or any territory in the European Economic Area. Arbitration is an alternative dispute-resolution procedure that allows us to resolve issues without the formality of going to court. Any dispute between us and you (a "Dispute") is submitted to a neutral arbitrator (not a judge or jury) for fair and fast resolution.

EXCEPT FOR DISPUTES THAT QUALIFY FOR SMALL CLAIMS COURT, ALL DISPUTES ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, FRAUD, MISREPRESENTATION, OR ANY OTHER LEGAL THEORY, WILL BE RESOLVED THROUGH FINAL AND BINDING ARBITRATION BEFORE A NEUTRAL ARBITRATOR INSTEAD OF IN A COURT BY A JUDGE OR JURY AND CLIENT AGREES THAT PASSERINE AND CLIENT ARE EACH WAIVING THE RIGHT TO TRIAL BY A JURY. CLIENT AGREES THAT ANY ARBITRATION UNDER THIS AGREEMENT WILL TAKE PLACE ON AN INDIVIDUAL BASIS; CLASS ARBITRATIONS AND CLASS ACTIONS ARE NOT PERMITTED AND CLIENT AGREES TO GIVE UP THE ABILITY TO PARTICIPATE IN A CLASS ACTION. THE ARBITRATION WILL BE ADMINISTERED BY JAMS (“JAMS”) UNDER ITS COMPREHENSIVE ARBITRATION RULES AND PROCEDURES.

The JAMS Comprehensive Arbitration Rules and Procedures are available online. Any in-person appearances will be held at a location which is reasonably convenient to both parties with due consideration of their ability to travel and other pertinent circumstances. If the parties are unable to agree on a location, such determination will be made by JAMS or by the arbitrator. The arbitrator's decision will follow the terms and conditions of this Agreement and will be final and binding. The arbitrator will have authority to award temporary, interim, or permanent injunctive relief or relief providing for specific performance of this Agreement, but only to the extent necessary to provide relief warranted by the individual claim before the arbitrator. To reduce the time and expense of the arbitration, the arbitrator will not provide a statement of reasons for his or her award unless requested to do so by all parties. The award rendered by the arbitrator may be confirmed and enforced in any court having jurisdiction thereof. An arbitration award and any judgment confirming it apply only to that specific case; it cannot be used in any other case except to enforce the award itself. Notwithstanding any of the terms to the contrary in this Agreement, nothing in this Agreement will preclude you from bringing issues to the attention of federal, state, or local agencies and, if the law allows, they can seek relief against us for you. You can opt out of this agreement to arbitrate by contacting Passerine Technologies within the 30-day period commencing upon the Effective Date set forth in the Platform Access and Use Agreement or, if none, the date you first accept these Terms, stating that you (include your first and last name) decline this arbitration agreement.

Class Action Waiver

THE ARBITRATION PROCEEDINGS DESCRIBED ABOVE OF THIS AGREEMENT WILL BE CONDUCTED ON AN INDIVIDUAL BASIS ONLY. Neither You nor Passerine shall be entitled to join or consolidate disputes by or against other individuals or entities, or to arbitrate any dispute in a representative capacity, including, without limitation, as a representative member of a class or in a private attorney general capacity, in connection with any Dispute. Further, unless both you and we agree, the arbitrator may not consolidate more than one person’s claim. The arbitrator may award any individual relief or individual remedies that are permitted by applicable law, but to the maximum extent permitted by applicable law, may not award relief against Passerine respecting any person other than you.

Notices

Any notice or communication to each party required or permitted to be given hereunder must be in writing and delivered to the address or email associated with such party as set forth in the signature line below.

Severability

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

Relationship of the Parties

This Agreement will not be construed as creating an agency, partnership, joint venture, or any other form of association, for tax purposes or otherwise, between the parties. The relationship between the parties under this Agreement is solely that of independent contracting parties. Except as expressly agreed by the parties in writing, neither party will have any right or authority, express or implied, to assume or create any obligation of any kind, or to make any representation or warranty, on behalf of the other party or to bind the other party in any respect whatsoever.

Interpretation

For purposes of interpreting this Agreement: (a) unless the context otherwise requires, the singular includes the plural, and the plural includes the singular; (b) unless otherwise specifically stated, the words "herein," "hereof," and "hereunder" and other words of similar import refer to this Agreement as a whole and not to any particular section or paragraph; (c) the words "include" and "including" will not be construed as terms of limitation, and will therefore mean "including but not limited to" and "including without limitation"; (d) unless otherwise specifically stated, the words "writing" or "written" mean preserved or presented in retrievable or reproducible form, whether electronic (including email but excluding voice mail) or hard copy; (e) the captions and section and paragraph headings used in this Agreement are inserted for convenience only and will not affect the meaning or interpretation of this Agreement; and (f) the references herein to the parties will refer to their permitted successors and assigns.

Contact Information

If you have any questions, please contact us at privacy@packsmith.ai. You may also contact us by writing to Passerine Technologies, Inc, 2219 Main St Unit 551, Santa Monica, CA 90405, or by calling us at (888) 890-2230.