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Terms and Conditions

Last updated: 10/9/2023

Caldera LLC (Caldera) owns, operates, and provides the PackagePal Service (as defined in Section 1 below) subject to this Terms of Service Agreement (hereinafter, this “Agreement”). PLEASE READ THIS AGREEMENT CAREFULLY, AS IT SETS FORTH THE LEGALLY BINDING TERMS AND CONDITIONS GOVERNING THE ACCESS AND USE OF THE PACKAGEPAL SERVICE.

IMPORTANT NOTICE:

Read this Agreement carefully, as it lays out the binding terms and conditions for accessing and using the PackagePal Service. Be aware that this Agreement has a binding arbitration clause in Section 19, which mandates that disputes with Caldera be settled through binding arbitration.

Agreement Acceptance: By undertaking any of the following actions, you express your clear understanding, acknowledgment, and agreement to the terms stated:

  • Creating an account for the PackagePal Service.

  • Accepting the pricing, payment order confirmation during onboarding, and installation.

  • Entering into a written or electronic order form with Caldera, termed an “Order Form”.

  • Accessing or using the PackagePal Service in any capacity, including trial periods.

Your Agreement and Representation:

  • You confirm having read, understood, and agreed to this Agreement, inclusive of all stipulated terms and conditions.

  • You declare that you have the authority to enter this Agreement on behalf of the account holder named as the “Customer” and bind them to its terms.

  • You confirm that the Customer is agreeing to these terms with Caldera LLC, a Virginia Limited Liability Company.

If you disagree with any part of this Agreement or lack the authority to commit, refrain from creating an account, accessing, or using the PackagePal Service.

The last revision of this Agreement was on the date mentioned above, and it becomes effective on the date you accept it (the “Effective Date”).

1. DEFINITIONS

  • Authorized Users: Refers to the Customer's employees, contractors, or consultants who have permission to use the PackagePal Service, following this Agreement's terms.

  • Customer Content: Encompasses all content from the Customer such as text, images, logos, and others, linked with using the PackagePal Service.

  • Customer Data: All data shared or collected via the PackagePal Service, which might include data from Implementation Code or Widgets from the Customer Store, but specifically excludes Operational Metrics.

  • Customer Store: The online Shopify store, managed by the Customer, which is linked to the PackagePal Service.

  • Documentation: Technical materials provided by Caldera, which instruct on the use of the Platform, Implementation Code, and Widgets.

  • Implementation Code: Caldera's provided code that allow the Customer to integrate the PackagePal Service with the Customer Store and use Widgets therein.

  • Intellectual Property Rights: All forms of intellectual property, which includes patents, trademarks, copyrights, trade secrets, and similar rights, whether in the U.S. or globally.

  • Operational Metrics: Anonymous data regarding the PackagePal Service's performance and functioning collected by Caldera.

  • Orders Per Month (OPM): Represents the 30-day order volume of the Customer Store.

  • Platform: Caldera's proprietary software facilitating e-commerce personalization and related solutions.

  • PackagePal Service: A collective term for the Platform, Widgets, Implementation Code, and associated services provided by Caldera.

  • Service Fees: Charges the Customer incurs for using the PackagePal Service, dependent on the Service Tier they're on. More details can be found on Caldera's Pricing Page.

  • Service Tier: The service plan cost based on the Customer's OPM over the past 30 days. Further details are on PackagePal's Pricing Page.

  • Service Term: A recurring 30-day period starting when the Customer first uses the PackagePal Service, renewing every month unless terminated as outlined in Section 5.2.

  • Trial Period: Defined further in Section 3.1.

  • Usage Parameters: Specific usage guidelines and restrictions linked to the current pricing plan.

  • Widgets: Software widgets provided by Caldera as part of the PackagePal Service.

2. ACCOUNTS; CUSTOMER DATA AND CONTENT

2.1 Accounts

  • To use the PackagePal Service, customers must set up an account (“Account”).

  • Customers are required to provide truthful, accurate, and up-to-date information during registration.

  • Customers must not:

    • Use a false identity or fake information to create an account.

    • Register or use the PackagePal Service if Caldera has previously banned or removed them.

  • Customers are responsible for:

    • Keeping their password confidential.

    • Any activity from their Account, irrespective of authorization.

  • Customers should immediately report any unauthorized account activity to Caldera.

  • Caldera may impose restrictions on account creation from a single device and access from multiple devices.

2.2 Authorized Users

  • Only Authorized Users can access and use the PackagePal Service, as permitted by the customer.

  • The customer takes full responsibility for any misuse by Authorized Users, and any Agreement breach by an Authorized User is considered a breach by the customer.

  • Caldera can process personal data about the customer's or Authorized User's service use (“Account Data”) following its https://www.packagepal.ai/legal/privacy-policy. Account Data differs from Customer Content or Customer Data.

2.3 Customer Data & Customer Content

  • While the customer retains all rights to Customer Data and Content, they grant Caldera a worldwide license to use and process this data. This license lets Caldera:

    • Utilize and manage Customer Data.

    • Modify, integrate, and use Customer Content to provide the PackagePal Service.

  • The customer guarantees they have the rights to provide this data/content and that it doesn't violate any laws or third-party rights.

2.4 Personal Data of Children

  • Customers must not provide data on individuals under the age of 13 (or other relevant age based on jurisdiction, e.g., 16 in the EEA) to Caldera.

  • If such data is accidentally shared, customers should remove it from Caldera’s systems, including the PackagePal Service and their Account, and notify Caldera promptly.

3. ACCESS AND USE OF SERVICES

1. Service Term; Trial Period

  • Grant of Access: Caldera provides the Customer with access to the PackagePal Service during the Service Term, inclusive of any renewals, under this Agreement's stipulated terms, conditions, and fees.

  • Service Term Renewal: The Service Term automatically renews every 30 days. However, the Customer can opt to terminate the Agreement and stop using the PackagePal Service as detailed in Section 5.2 before the current term concludes.

  • Trial Period: If the Customer chooses a trial version of the Service, they are allotted a 21-day period (or a timeframe specified by Caldera) for this purpose. Once this "Trial Period" concludes, the Service Term begins, and the Customer incurs charges based on their selected Service Tier (as detailed in Section 4). For avoiding these charges, the Customer needs to terminate the Agreement and end their use of the PackagePal Service before the Trial Period ends, following the guidelines in Section 5.2.

2. Access to the Platform

  • License Grant: Considering the terms of this Agreement and the due payment of associated fees, Caldera provides the Customer with a non-exclusive, non-sublicensable, non-transferable limited right. This right is valid throughout the Trial Period (if applicable) and the Service Term, allowing the Customer to:

    • (i) Let Authorized Users access and utilize the Platform over the internet, primarily for creating and deploying Widgets.

    • (ii) Install the Implementation Code on the Customer Store, enabling connection to the PackagePal Service and facilitating the deployment and display of relevant Widgets on the Customer Store.

    • (iii) Reproduce and use a reasonable amount of copies of the Documentation to support the licenses and rights provided in this Section 3.2.

  • Usage Limits: The licenses Caldera grants to the Customer are restricted to the Customer’s internal business purposes. They should be in compliance with this Agreement, the Documentation, and any applicable Usage Parameters.

  • Trial Version Conditions: The Customer acknowledges that the trial version of the service comes "AS-IS," lacking any warranties. This includes the CALDERA ROI GUARANTEE outlined in Section 6. The trial version also excludes any support, updates, or upgrades.

4. BETA VERSIONS

Caldera may, at its discretion, provide certain versions or features of the PackagePal Service labeled as beta, pilot, limited release, developer preview, non-production, evaluation, or similar descriptions (collectively, “Beta Version and Features”). These Beta Version and Features are considered part of the “PackagePal Service” in this Agreement.

Usage Rights

Caldera grants the Customer a non-exclusive, non-transferable, limited right to use the Beta Version and Features.

  • This access is solely for internal evaluation.

  • The use is subject to technical limitations or restrictions specified by Caldera. Specific Restrictions:

  1. Customers cannot use the Beta Version and Features to monitor, benchmark, or for any competitive purposes.

  2. Direct competitors of Caldera need express written permission from Caldera to use the Beta Version and Features. Confidentiality:

  3. Beta Versions, Features, and Feedback on them are considered Caldera’s confidential information.

  4. Customers must not disclose this information to third parties.

Disclaimers:

  1. Beta Version and Features are provided AS-IS.

  2. They are not supported and might have additional terms, either written or in the relevant documentation.

  3. Termination: Caldera can terminate access to the Beta Version and Features anytime, for any reason.

Restrictions and Prohibited Uses

The Customer covenants and agrees, for itself and for any third party (including Authorized Users):

  1. Alteration of Service: Customer shall not modify, adapt, translate, or create derivative works based on the PackagePal Service or associated Documentation.

  2. Protection of Intellectual Property: Customer is prohibited from reverse engineering, decompiling, disassembling, or any activities aiming to discover the underlying source code or structure of the Platform and its associated components.

  3. Transfer Restrictions: The Customer shall not distribute, license, sublicense, assign, transfer, or make available the PackagePal Service or Documentation to third parties.

  4. Preservation of Notices: Customer is mandated to retain all proprietary notices intact, specifically those pertaining to copyright, on or within the PackagePal Service and Documentation.

  5. Service Integrity: Any interference, disruption, or attempts to degrade the performance or function of the PackagePal Service is strictly forbidden.

  6. Unauthorized Access: Customer is prohibited from accessing or attempting to access unauthorized parts or segments of the PackagePal Service.

  7. Framing Restrictions: The act of framing or any similar technique to enclose any part of the PackagePal Service is expressly prohibited.

  8. Data Scrutiny and Collection: The use of any automated or manual tools to mine, scrape, or collect data from the Service without Caldera's explicit written consent is forbidden.

  9. Prohibition of Misuse: The Service shall not be used in manners including but not limited to hacking, spamming, phishing against Caldera or its users.

  10. Content Standards: All content transmitted or stored should be lawful, non-infringing, and not deemed harmful or objectionable as per Caldera's reasonable judgment.

  11. Representation and Affiliation: Customers are strictly prohibited from impersonating any person or entity or falsely stating affiliations.

  12. Legal Compliance: All activities in relation to the PackagePal Service must adhere strictly to all relevant and applicable laws, especially U.S. and foreign export laws.

5. THIRD PARTY INTEGRATIONS

The PackagePal Service may interface with various third-party products, services, or software, termed as "Third Party Integrations." It's important to note the following regarding these integrations:

  1. Nature of Third Party Integrations:

    • They are not owned, managed, or operated by Caldera.

    • Their operation and usage are dictated by the specific terms and conditions established by the respective third-party providers.

  2. Customer Responsibility and Discretion:

    • If the Customer chooses to use these Third Party Integrations, they're solely bound by the third party's terms and conditions.

    • Caldera neither endorses nor takes responsibility for these Third Party Integrations, their content, or how they manage and handle data.

    • Caldera isn't accountable for any potential losses or damages resulting from the Customer's use of or reliance on these Third Party Integrations.

  3. Disclaimer from Caldera:

    • Caldera explicitly states they don't provide warranties for, endorse, or take responsibility for any third-party products or services linked to the Service. This includes, but isn't limited to, Third Party Integrations and any hyperlinked websites or services.

    • Caldera isn't involved in, nor do they monitor, any transactions between the Customer and these third-party providers.

6. OPERATIONAL METRICS

  • Purpose: Caldera collects Operational Metrics for enhancement, testing, maintaining the PackagePal Service, refining machine learning algorithms, and developing more services and products.

  • Customer Grant to Caldera: The Customer provides Caldera with a non-exclusive, worldwide license that is: Irrevocable, Transferable, Royalty-free

    This license allows Caldera to:

    • Gather, analyze, and use Operational Metrics.

    • Modify, augment, and reorder Customer Data and related Operational Metrics primarily for business-oriented machine learning algorithms.

  • Public Distribution: Caldera can only distribute Operational Metrics publicly if they are in an aggregated form that doesn't identify the Customer, Authorized Users, or any end user of the Customer Store.

7. PROPRIETARY RIGHTS

  • Ownership: Caldera, and/or its licensors, maintains rights, titles, and ownership of:

    • The PackagePal Service and its components

    • Documentation

    • All materials made available through the PackagePal Service (excluding Customer Data and Customer Content)

    • All associated intellectual property rights

    The rights not explicitly given in the Agreement remain with Caldera and its licensors.

  • Feedback from Customers: Any ideas, suggestions, or feedback about the PackagePal Service or Documentation given by the Customer or any Authorized User (termed "Feedback") results in a global license grant to Caldera. This license is:

    • Irrevocable

    • Perpetual

    • Royalty-free

    • Transferable

    • Sublicensable

    Caldera can use the feedback for any purpose without any need for compensation or acknowledgment.

8. CHANGES AND MODIFICATIONS

  • Service Alterations: Caldera holds the right to modify, suspend, or stop the PackagePal Service, either temporarily or permanently, without providing prior notice.

  • Limitation of Liability: The Customer agrees that Caldera isn't responsible for any changes or cessation of the PackagePal Service towards the Customer or any third party.

9. FEES; PAYMENT TERMS

Service Fees. Customers are required to pay Caldera according to their specific Service Tier for each Service Term. While Caldera has the flexibility to adjust these fees, any new rates will only be applicable from the following Service Term.

Payment Terms. Unless a different arrangement is explicitly documented, customers are expected to settle their fees at the commencement of each Service Term. Caldera typically processes payments automatically using third-party platforms, notably Shopify and Stripe. However, there are instances where Caldera might choose to invoice the customer directly. If this occurs, the customer should adhere to the payment schedule outlined in the invoice. Additionally, Caldera has the authority to bill customers for the standard fees, any relevant taxes, and any other charges associated with the PackagePal Service. Customers authorize Caldera to deduct these costs from their designated payment method. If, for some reason, Caldera cannot access a customer's chosen payment method, it becomes the customer's responsibility to sort out an alternative payment method promptly. It's worth noting that Caldera, upon not receiving payment in advance, reserves the right to restrict or terminate a customer's access to the PackagePal Service, and in certain cases, may even terminate the entire agreement. All transactions are conducted in USD, and once made, payments generally aren't subject to refunds or cancellations.

Taxes. The fees are exclusive of any taxes, levies, duties, or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction (collectively, “Taxes”), and Customer is and shall be responsible for payment of all such taxes (other than taxes based on Caldera’s income), and any related penalties and interest, arising from the payment of the fees, the delivery of the PackagePal Service, or performance of any services by Caldera hereunder.

10. TERM AND TERMINATION

1. Term of the Agreement

Commencement and Duration: The Agreement starts on the Effective Date and lasts during the Service Term. This includes any potential renewals until terminated as per the Agreement's conditions. Service Term renewals are elaborated in Section 3.1.

2. Termination of Agreement

  • By Customer: The Customer can end this Agreement by:

    • Disconnecting the PackagePal Service from their Shopify account.

    • Stopping all access to the PackagePal Service.

    • Completely uninstalling the PackagePal Service from the Customer Store.

    Upon termination, any Service Fees already paid are non-refundable and non-cancellable.

  • By Caldera: Caldera can suspend or end:

    • The Customer's or any Authorized User's right to use the PackagePal Service.

    • The Agreement concerning the Customer.

    These actions can be taken if Caldera believes, in good faith, that the Customer has breached the Agreement or any incorporated rules.

3. Effect of Termination

  • Obligations: After terminating the Agreement:

    • All unpaid fees become immediately due, including Service Fees for the remainder of the current Service Term.

    • Both the Customer and its Authorized Users' rights to use the PackagePal Service cease automatically.

  • Data Retrieval: If all Service Fees are paid, Caldera will allow the Customer to export a copy of their Data and Content if requested in writing within 30 days post-termination. After this period, Caldera isn't obliged to retain the Customer's Data.

  • Surviving Sections: Even after the Agreement ends, certain sections will still be applicable. These include Sections 1, 2, 3.4, 3.5, 3.6, 3.7, 4, 5.3, and 7 through 16.

12. INDEMNIFICATION

Customer shall indemnify, defend, and hold Caldera and its affiliates and subsidiaries, and their respective officers, directors, shareholders, employees, contractors, agents, successors and assigns (collectively, “Caldera Indemnified Parties”), harmless from and against any and all liability, losses, claims, expenses (including reasonable attorneys’ fees), demands or damages of any kind, arising out of or related to (i) Customer’s breach of this Agreement or any license or other agreement applicable to any Third Party Integrations; (ii) allegations that the Customer Content, or Customer’s activities in connection with, or use of, the PackagePal Service (or any part thereof), violate any applicable laws, rules or regulations, or infringe or misappropriate the intellectual property rights of any third party; (iii) Customer Data or a violation of any applicable privacy law, rule or regulation by Customer; and/or (iv) Customer’s use of the PackagePal Service. Caldera shall promptly notify Customer in writing of such action, give Customer sole control of the defense thereof and any related settlement negotiations, and, at Customer’s reasonable request and expense, cooperate and assist in such defense. Under no circumstances shall Customer enter into any settlement that involves an admission of liability, negligence or other culpability of any Caldera Indemnified Party or requires any Caldera Indemnified Party to contribute to the settlement without Caldera’s prior written consent. Caldera and any Caldera Indemnified Party may participate and retain its own counsel at its own expense.

13. DISCLAIMER

THE PACKAGEPAL SERVICE (AND ALL PARTS THEREOF), DOCUMENTATION, AND ANY OTHER MATERIALS OR SERVICES PROVIDED BY CALDERA, ARE PROVIDED “AS IS” AND “AS AVAILABLE” AND CALDERA AND ITS LICENSORS AND SUPPLIERS HEREBY EXPRESSLY DISCLAIM ANY REPRESENTATIONS, WARRANTIES OR GUARANTEES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, SATISFACTORY PURPOSE, ACCURACY, OR NON-INFRINGEMENT. CALDERA AND ITS LICENSORS AND SUPPLIERS DO NOT WARRANT OR MAKE ANY GUARANTEE THAT DEFECTS WILL BE CORRECTED OR THAT THE PACKAGEPAL SERVICE (OR ANY PART THEREOF), DOCUMENTATION, OR ANY OTHER MATERIALS OR SERVICES PROVIDED BY CALDERA OR CONTENT MADE AVAILABLE THROUGH THE PACKAGEPAL SERVICE: (I) WILL MEET CUSTOMER’S REQUIREMENTS; (II) WILL BE COMPATIBLE WITH CUSTOMER’S NETWORK, COMPUTER OR MOBILE DEVICE, OR ANY THIRD PARTY PRODUCTS OR SERVICES INCLUDING, WITHOUT LIMITATION, ANY THIRD PARTY INTEGRATIONS; (III) WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE BASIS; OR (IV) WILL BE ACCURATE OR RELIABLE. CUSTOMER EXPRESSLY ACKNOWLEDGES AND AGREES THAT THE USE OF THE PACKAGEPAL SERVICE, AND ALL RESULTS OF SUCH USE IS SOLELY AT CUSTOMER’S OWN RISK. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY CUSTOMER FROM CALDERA, ANY THIRD PARTY, OR THROUGH THE PACKAGEPAL SERVICE, SHALL CREATE ANY WARRANTY.

14. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW: (I) IN NO EVENT SHALL CALDERA BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, PUNITIVE, SPECIAL OR INCIDENTAL OR OTHER DAMAGES RESULTING FROM, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE ACCESS, USE OF, OR INABILITY TO ACCESS OR USE THE PACKAGEPAL SERVICE (OR ANY PART THEREOF), AND/OR ANY OTHER MATERIALS OR SERVICES PROVIDED BY CALDERA, EVEN IF CALDERA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES EXCEPT TO THE EXTENT SUCH DAMAGES ARISE DIRECTLY AND SOLELY FROM WILLFUL MISCONDUCT OR GROSS NEGLIGENCE ON THE PART OF CALDERA, AND (II) IN NO EVENT SHALL CALDERA’S TOTAL CUMULATIVE LIABILITY ARISING FROM OR RELATED TO THIS AGREEMENT OR THE ACCESS, USE OF, OR INABILITY TO ACCESS OR USE THE PACKAGEPAL SERVICE (OR ANY PART THEREOF), AND/OR ANY OTHER MATERIALS OR SERVICES PROVIDED BY CALDERA HEREUNDER EXCEED THE GREATER OF THE SERVICE FEES PAID OR PAYABLE TO CALDERA BY CUSTOMER HEREUNDER DURING THE TWELVE (12) MONTH PERIOD PRIOR TO THE CAUSE OF ACTION, OR ONE HUNDRED DOLLARS ($100.00). THE PARTIES AGREE THAT THESE LIMITATIONS SHALL APPLY EVEN IF THIS AGREEMENT OR ANY LIMITED REMEDY SPECIFIED HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. THE PARTIES AGREE THAT THIS SECTION 9 REPRESENTS A REASONABLE ALLOCATION OF RISK AND THAT CALDERA WOULD NOT PROCEED IN THE ABSENCE OF SUCH ALLOCATION. THIS ALLOCATION OF RISK IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. CALDERA DISCLAIMS ALL LIABILITY OF ANY KIND OF CALDERA’S LICENSORS AND SUPPLIERS.

15. APPLICATION OF LIMITATIONS AND DISCLAIMERS TO CONSUMERS.

Certain states and/or jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages with respect to consumers (i.e., a person acquiring goods otherwise than in the course of a business), so the exclusions set forth in Sections 11 and 12 above may not apply to Customer if Customer is deemed a consumer. The limitations or exclusions of warranties and liability contained in this Agreement do not affect or prejudice the statutory rights of a consumer. The limitations or exclusions of warranties and remedies contained in this Agreement shall apply to Customer as a consumer only to the extent such limitations or exclusions and remedies are permitted under the laws of the jurisdiction where Customer is located.

16. CONFIDENTIALITY

  1. Definition of Confidential Information: For purposes of these terms and conditions, "Confidential Information" shall include all non-public information, data, or proprietary materials disclosed by one party ("Disclosing Party") to the other party ("Receiving Party"), whether in writing, orally, or by drawing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including but not limited to business processes, client lists, strategies, financial data, and other proprietary information.

  2. Protection of Confidential Information: The Receiving Party shall use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but not less than reasonable care) to: (i) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of these terms and conditions and (ii) except as otherwise authorized by the Disclosing Party in writing, limit access to Confidential Information of the Disclosing Party to those of its employees and contractors who need that access for purposes consistent with these terms and conditions and who are bound by confidentiality obligations with the Receiving Party containing protections no less stringent than those herein.

  3. Exclusions: Confidential Information shall not include any information that: (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party; (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (iii) is received from a third party without breach of any obligation owed to the Disclosing Party; or (iv) was independently developed by the Receiving Party.

  4. Return or Destruction of Confidential Information: Upon termination or expiration of these terms and conditions, or at the Disclosing Party's request, the Receiving Party shall return to the Disclosing Party or destroy all copies of the Disclosing Party's Confidential Information. The Receiving Party shall provide written certification to the Disclosing Party of its compliance with this section upon request.

  5. Survival: The obligations set forth in this Confidentiality Clause shall survive the termination or expiration of these terms and conditions for a period of five (5) years.

17. AVAILABILITY OF THE SERVICES.

Information describing the PackagePal Service is accessible worldwide but this does not mean the PackagePal Service, or certain portions thereof, are available in Customer’s country. Caldera may restrict access to the PackagePal Service, or portions thereof, in certain countries in its sole discretion. It is Customer’s responsibility to make sure Customer’s use of the PackagePal Service is legal in Customer’s country of residence. the PackagePal Service may not be available or accessible in all languages. If at Caldera’s reasonable determination, Customer uses the PackagePal Service or any other material or services provided by Caldera to Customer in a manner that violates laws, creates an excessive burden or potential adverse impact on Caldera’s systems, in addition to any of its other rights or remedies, Caldera may, without liability to Caldera, immediately suspend or terminate Customer’s access to the PackagePal Service.

18. ELECTRONIC COMMUNICATIONS.

By using the PackagePal Service, Customer consents to receiving electronic communications from Caldera. These electronic communications may include notices about applicable fees and charges, transactional information and other information concerning or related to Customer’s use of the PackagePal Service. These electronic communications are part of Customer’s relationship with Caldera and Customer receive them as part of Customer’s access and use of the PackagePal Service. Customer agrees that any notices, agreements, disclosures or other communications that Caldera sends Customer electronically will satisfy any legal communication requirements, including that such communications be in writing.

19. GOVERNING LAW AND DISPUTE RESOLUTION

Governing Law. This Agreement will be governed by the laws of the State of Virginia, United States of America without giving effect to any conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods in its entirety is expressly excluded from this Agreement. Furthermore, this Agreement (including without limitation, the Platform and any software and services provided hereunder) will not be governed or interpreted in any way by referring to any law based on the Uniform Computer Information Transactions Act (UCITA) or any other act derived from or related to UCITA.TA.

Disputes. Except as otherwise set forth in this Agreement, any dispute between the parties arising out of or relating to this Agreement, the PackagePal Service (or any part thereof), or Customer’s use, or inability to use, any part of the PackagePal Service (collectively, “Disputes”) shall be governed by the provisions set forth in this Section.

Informal Resolution. Before resorting to formal dispute resolution in accordance with this Section, Customer agrees to first contact Caldera directly by email at [email protected] to seek an informal resolution to any Dispute. In the event the Dispute is not resolved within thirty (30) days after submission, either party may institute arbitration proceedings in accordance with the procedures set forth in this Section.

Arbitration Clause:

  1. Agreement to Arbitrate: All claims and disputes arising under or relating to these terms and conditions are to be settled by binding arbitration in Arlington County, Virginia or another location mutually agreeable to the parties. An award of arbitration may be confirmed in a court of competent jurisdiction.

  2. Procedure: The arbitration shall be conducted on a confidential basis pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Any decision or award as a result of any such arbitration proceeding shall be in writing and shall provide an explanation for all conclusions of law and fact and shall include the assessment of costs, expenses, and reasonable attorney's fees.

  3. Reservation of Rights: Notwithstanding the foregoing, either party may bring an individual action in small claims court. Furthermore, notwithstanding the foregoing arbitration agreement, either party may seek emergency equitable relief before a state or federal court in order to maintain the status quo pending arbitration, and hereby agree to submit to the exclusive personal jurisdiction of the courts located within Arlington County, Virginia for such purpose. A request for interim measures shall not be deemed a waiver of the right to arbitrate.

  4. Class Action Waiver: Both parties further agree that any arbitration shall be conducted in their individual capacities only and not as a class action or other representative action, and the parties expressly waive their right to file a class action or seek relief on a class basis.

  5. Waiver of Jury Trial: BY ENTERING INTO THESE TERMS AND CONDITIONS, BOTH PARTIES ACKNOWLEDGE AND AGREE TO WAIVE CERTAIN RIGHTS TO LITIGATE DISPUTES IN COURT, TO RECEIVE A JURY TRIAL OR TO PARTICIPATE AS A PLAINTIFF OR AS A CLASS MEMBER IN ANY CLAIM ON A CLASS OR CONSOLIDATED BASIS OR IN A REPRESENTATIVE CAPACITY.

  6. Severability: If any provision of this arbitration agreement is found unenforceable, the unenforceable provision shall be severed, and the remaining arbitration terms shall be enforced.

20. MODIFICATIONS TO THIS AGREEMENT.

Caldera reserves the right to update or modify this Agreement at any time. The revised Agreement will be posted on Caldera's website located at https://www.packagepal.ai/legal/terms-of-service. Except as stated below with respect to material changes, all updates and modifications to this Agreement will be effective from the day they are posted online, as indicated by the "Last Updated" date set forth above. If Caldera makes any material changes to this Agreement, Caldera will provide reasonable prior notice to Customer of these changes by sending a notification to the email address Caldera has on file for Customer, or, if Caldera does not have an email address on file, by posting a prominent notice on Caldera's website www.packagepal.ai and/or through the user interface of the Platform. Material changes to this Agreement will become effective on the date set forth in the notice. It is Customer's responsibility to regularly visit and review this Agreement for updates, changes and modification. If Customer does not agree to any updates or modifications to this Agreement, simply do not use or access the PackagePal Service and, if applicable, terminate the Account. Customer's and/or any of its Authorized Users' continued access or use of the PackagePal Service (or any part thereof) after the applicable effective date of the revised Agreement will constitute Customer's acceptance of the revised Agreement.

QUESTIONS AND ADDITIONAL INFORMATION.

Please feel free to contact Caldera at [email protected] if you have any questions about this Agreement.