Consent Preferences

PACKCHAIN TERMS OF SERVICE

Entity: IQpack LLC (dba Packchain)
Effective Date: May 21, 2026
Primary Contact: support@packchain.dev
Corporate Address: 3000 Technology Avenue, New Albany, Indiana 47150

These Terms of Service (“Terms” or “Agreement”) govern your access to and use of the Software-as-a-Service platform and services provided by IQpack LLC (“IQPACK”). By executing an Order Form that references these Terms, or by checking a box indicating acceptance during online checkout, you (“Client”) agree to be bound by these Terms.

1. Definitions

“Authorized Users” means Client employees, consultants, contractors, and agents who are authorized to access and use the Software at a licensed Location.

“Client Data” means all electronic data, records, and files, including all dimensional, WMS, and ERP data that Client loads into the Software.

“Documentation” means the user manuals, technical specifications, and other materials provided by IQPACK describing the operation and use of the Software.

“Location” means a distinct physical warehouse facility with a unique street address, or a distinct operational environment within a shared facility, identified by a separate Warehouse Management System (WMS) instance.

“Order Form” means a transactional order form, statement of work, or online checkout completed by both parties that references this Agreement and sets forth the specific Software modules, subscription fees, licensed Locations, and term.

“Software” means the proprietary Packchain Software-as-a-Service platform provided by IQPACK.

“Services” means the implementation, setup, configuration, and other professional services provided by IQPACK as detailed in an Order Form.

2. License Grant and Scope of Use

2.1 Software License Grant. Subject to the terms of this Agreement and Client’s payment of the applicable fees, IQPACK grants Client a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Software during the Subscription Term, solely for Client’s internal business operations and at the licensed Locations set forth in the applicable Order Form.

2.2 Scope of Users. The license granted permits unlimited Authorized Users within the licensed Locations. Client shall be responsible for ensuring that all Authorized Users comply with the terms of this Agreement.

2.3 Restrictions on Use. Client shall not, and shall not permit any Authorized User or third party to:

  1. Copy, modify, adapt, translate, distribute, license, sell, transfer, rent, lease, or otherwise commercially exploit the Software.
  2. Reverse engineer, decompile, or attempt to derive the source code of the Software.
  3. Use the Software to store or transmit infringing, libelous, or otherwise unlawful material, or to store or transmit material in violation of third-party privacy rights.
  4. Use the Software to store or transmit viruses or other harmful computer code.
  5. Interfere with or disrupt the integrity or performance of the Software or the Client Data contained therein.
  6. Use the Software to operate a standalone service bureau or otherwise resell or redistribute direct software access to non-affiliated third parties.
  7. Attempt to gain unauthorized access to the Software or its related systems or networks.

2.4 3PL Multi-Tenant Operations. Notwithstanding Section 2.3(6), if Client operates as a Third-Party Logistics (3PL) provider, Client may use the Software to process dimensional and packaging data on behalf of its third-party warehouse customers, provided that such processing is conducted solely within the licensed physical Locations and by Authorized Users. Client is prohibited from reselling direct user account access to the Software dashboard to such third-party customers without IQPACK’s prior written consent.

3. Intellectual Property Rights

3.1 IQPACK Intellectual Property. All Intellectual Property Rights in and to the Software, the underlying code, all system architecture, processes, algorithms, analytics models, and any modifications, enhancements, or derivative works thereof, shall remain the sole and exclusive property of IQPACK. No title to or ownership of the Software is transferred to Client.

3.2 Work Product. Client shall own all right, title, and interest in and to the specific data outputs and static reports generated by the Software containing Client Data (“Work Product”). Notwithstanding the foregoing, IQPACK retains exclusive ownership of all software, algorithms, methodologies, report formats, templates, and the “look and feel” used to create Work Product. IQPACK grants Client a non-exclusive, non-transferable, royalty-free license to use such IQPACK intellectual property solely as embodied in the Work Product for Client’s internal business purposes.

4. Customer Data and Privacy

4.1 Client Data Ownership. As between the parties, all Client Data remains the sole and exclusive property of Client. IQPACK will not use, sell, lease, or disseminate Client Data to any third party without Client’s explicit consent, except as necessary to perform the Services, provide the Software, or as required by law.

4.2 Data Protection. Each party shall comply with its respective obligations under the Data Processing Addendum (DPA) attached to the Master Subscription Agreement as Exhibit A and summarized in the Data Processing Summary below (Section 11).

5. Fees and Payment Terms

5.1 Fees. Client shall pay all fees set forth in the applicable Order Form. Except as otherwise specifically provided herein, all fee obligations are non-cancelable and all fees paid are non-refundable.

5.2 Payment Terms. All fees are due net thirty (30) days from the date of IQPACK’s invoice, unless otherwise expressly specified in the Order Form.

5.3 Third-Party Connectors and Carrier API Fees. Client is solely responsible for all Third-Party Data fees, including carrier API fees, data surcharges, or rate table access fees incurred through Client’s use of the Software. If IQPACK facilitates payment for such third-party carrier charges on Client’s behalf, Client shall reimburse IQPACK for the actual cost plus a ten percent (10%) administrative fee.

5.4 Professional Services Refundability. All fees paid for implementation, configuration, setup, and travel expenses are non-refundable and non-creditable upon payment, representing payment for labor and expenses independent of the ongoing Software subscription.

6. Term and Termination

6.1 Subscription Term. This Agreement shall commence on the Effective Date set forth in the Order Form and shall continue for an initial period of one (1) year. Thereafter, the term shall automatically renew for successive one (1) year periods, unless either party provides written notice of non-renewal to the other party at least sixty (60) days prior to the expiration of the current Term.

6.2 Termination for Cause. Either party may terminate this Agreement immediately upon written notice if the other party: (i) materially breaches this Agreement and such breach remains uncured for thirty (30) days following receipt of written notice thereof; or (ii) becomes the subject of a petition in bankruptcy or insolvency proceedings.

6.3 Effect of Termination. Upon termination or expiration: all licenses cease, Client shall pay outstanding fees, and IQPACK shall delete or return all Client Data within thirty (30) days, unless legally prohibited.

7. Service Level Agreement Reference

IQPACK provides software availability commitments and technical support response targets solely to paid subscribers in accordance with the Service Level Agreement (SLA) attached to the Client’s executed Master Subscription Agreement or Order Form. This website Terms of Service does not independently grant any uptime guarantees or support entitlements.

8. Limitation of Liability

8.1 Exclusion of Damages. In no event will either party be liable to the other for any lost profits, lost sales or revenue, loss of data, loss of business opportunities, or indirect, special, incidental, consequential, exemplary, or punitive damages, however caused.

8.2 General Liability Cap. Subject to Section 8.3 (Exclusions), the aggregate liability of either party for all claims arising out of or related to this Agreement shall not exceed the total amount paid by Client to IQPACK in the twelve (12) months preceding the first incident.

8.3 Exclusions. The limitations set forth in Section 8.2 shall not apply to: (i) a party’s indemnification obligations under Section 9; (ii) gross negligence, willful misconduct, or fraud; (iii) Client’s payment obligations; or (iv) breach of a party’s confidentiality obligations (excluding data breaches, which remain subject to the general liability cap in Section 8.2).

9. Indemnification

9.1 Mutual General Indemnity. Each party shall defend and hold harmless the other party from third-party claims resulting from the gross negligence, willful misconduct, or material breach of this Agreement by the indemnifying party.

9.2 IQPACK IP Indemnity. IQPACK shall defend and hold harmless the Client from third-party claims that the Software infringes or misappropriates any third party’s intellectual property rights. This states IQPACK’s entire liability and Client’s sole remedy for IP infringement.

9.3 Client Indemnity. Client shall defend and hold harmless IQPACK from third-party claims resulting from Client Data, cargo/shipping violations, or Client’s breach of license restrictions.

10. Compliance Audit Rights

IQPACK or its designated representative shall have the right, upon reasonable prior notice and during normal business hours, to inspect and audit Client’s systems and logs to verify compliance with the Location and WMS instance limitations. If such audit reveals that Client has used the Software at unlicensed Locations, Client shall promptly pay the additional fees, and if usage exceeds licensed metrics by >5%, reimburse IQPACK for the reasonable costs of the audit.

11. Data Processing Summary

IQPACK processes Personal Data in accordance with its security policies and applicable Data Protection Laws (GDPR/CCPA):

  • Role: Client is the Controller; IQPACK is the Processor.
  • Security Incident Notification: IQPACK will notify Client without undue delay, and in no event later than 72 hours, after becoming aware of a confirmed Security Incident.
  • Technical Safeguards: Encryption in transit and at rest, access controls, firewalls, and regular vulnerability scanning are standard security protocols.

12. Governing Law and General Provisions

Governing Law & Venue: This Agreement shall be governed by the laws of the State of Indiana. Floyd County, Indiana shall be the sole and exclusive venue for any legal action. The prevailing party is entitled to recover its reasonable attorneys’ fees.

Assignment: Neither party may assign this Agreement without prior consent, except that either party may assign this Agreement in its entirety to a successor in connection with a merger, acquisition, or sale of assets. Assignment in part is void.