Terms of Service

Summary

This summary is provided for convenience only and is not part of the agreement. The sections that follow control.

• LogPac provides two things: consulting services delivered under a statement of work, and a software platform that supports those engagements.
• You own your data and you own the deliverables we produce for you, once you have paid for them.
• We keep your information confidential. We do not use your operational data to train models or build benchmarks unless you opt in, in writing, and you can withdraw at any time.
• We will not name you as a client publicly without your written permission.
• Software outputs, including anything AI-assisted, are decision support. A person on your team should review anything consequential before acting on it.
• Either party can end a consulting engagement with thirty days' notice.

Section 1 — Agreement and Acceptance

These Terms of Service ("Terms") form an agreement between LogPac LLC, a Colorado limited liability company ("LogPac," "we," "us," or "our"), and the business or individual that engages our services or accesses our platform ("Client," "you," or "your").

These Terms apply when you:

• sign a Statement of Work, proposal, or order form referencing them;
• create an account for, or otherwise access, the LogPac platform; or
• otherwise accept them in writing or electronically.

If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have authority to bind that entity, and "you" refers to that entity.

Where a signed Statement of Work, master services agreement, or other negotiated agreement between you and LogPac conflicts with these Terms, that negotiated agreement controls as to the conflicting subject matter.

You must be at least 18 years of age and legally capable of entering into contracts.

We may update these Terms. When we do, we will change the "Last Updated" date. For active engagements, changes take effect at the start of the next renewal or the next Statement of Work, whichever comes first, unless a change is required by law. Material changes affecting platform access will be communicated by email or in-product notice before they take effect.

Your use of the platform is also governed by our Privacy Policy.

Section 2 — What LogPac Provides

LogPac provides supply chain consulting services and supporting software.

2.1 Consulting Services

Consulting services may include supply chain strategy and network design, operations management, fourth-party logistics and lead logistics coordination, procurement and sourcing support, intralogistics analysis, and international operations and trade support ("Consulting Services").

Consulting Services are defined in a written Statement of Work. We perform them as an independent contractor, exercising professional judgment on your behalf. Nothing in these Terms disclaims that we provide professional consulting services.

2.2 The Platform

The LogPac platform ("Platform") is software that supports engagements and ongoing operations. It may include shipment and exception visibility, rate and invoice reconciliation, procurement and sourcing workspaces, cost and performance analytics, reporting, and related tools.

Platform features vary by plan and by engagement, and evolve over time. Features described on our website or in marketing material are not a contractual commitment unless included in a Statement of Work or order form.

2.3 What We Do Not Do

LogPac does not provide transportation, freight brokerage, freight forwarding, customs brokerage, warehousing, or any other physical logistics service. We do not take custody of goods, and we are not a party to your contracts with carriers, forwarders, brokers, suppliers, or customers.

We do not provide legal, tax, accounting, insurance, or regulatory compliance advice. Where an engagement touches those areas, you remain responsible for obtaining professional advice from qualified advisors.

Section 3 — Consulting Engagements

3.1 Statements of Work

Each engagement is governed by a Statement of Work ("SOW") that describes the scope, deliverables, schedule, fees, assumptions, and any client-specific terms. An SOW takes effect when signed by both parties.

3.2 Changes to Scope

Either party may request a change to an SOW. Changes to scope, schedule, or fees take effect only when both parties agree in writing. We will tell you promptly if we believe a requested change affects timeline or cost, before performing the work.

3.3 Client Responsibilities

Engagements depend on your cooperation. You agree to provide, in a reasonably timely manner:

• access to the data, systems, documents, and records necessary for the work;
• reasonable access to personnel who understand your operation;
• decisions and approvals at the points identified in the SOW; and
• a named contact empowered to make or escalate decisions.

Where our progress is delayed by circumstances within your control, timelines adjust accordingly and we will tell you when that happens.

3.4 Our Personnel

We are responsible for the personnel we assign, including their acts and omissions in performing the work. We may substitute personnel of comparable qualification; where an SOW names specific individuals as key personnel, we will consult with you before substituting them.

We may engage subcontractors, and we remain responsible for their performance and for their compliance with our confidentiality obligations.

3.5 Independent Contractor

LogPac is an independent contractor. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship. Neither party may bind the other.

3.6 Non-Solicitation

During an engagement and for twelve (12) months after it ends, neither party will knowingly solicit for employment any employee of the other who was directly involved in the engagement. This does not restrict general advertising or hiring someone who responds to it, and it does not restrict either party from hiring anyone who approaches them independently.

Section 4 — Fees, Invoicing, and Payment

4.1 Consulting Fees

Consulting fees are set out in the applicable SOW and may be fixed-fee, time-and-materials, milestone-based, retainer, or performance-based, as agreed.

Unless the SOW says otherwise, invoices are issued monthly in arrears and are due within thirty (30) days of the invoice date.

4.2 Expenses

Reasonable pre-approved travel and out-of-pocket expenses are billed at cost. We will identify expected travel in the SOW and seek approval before incurring material unplanned expenses.

4.3 Platform Fees

Platform access may be included in an engagement or licensed separately by subscription. Subscription fees are billed in advance for the applicable term and renew for successive terms unless either party gives notice of non-renewal at least thirty (30) days before the renewal date.

Some AI-assisted features are metered by usage. Where a plan includes a usage allowance, we will make current allowances and any overage rates visible in the Platform or in your order form before charges are incurred.

4.4 Price Changes

We may change subscription pricing effective at the start of a renewal term, with at least thirty (30) days' notice. Pricing for a signed SOW is fixed for the term of that SOW.

4.5 Late Payment

Undisputed amounts more than thirty (30) days overdue may accrue interest at the lesser of 1.5% per month or the maximum permitted by law. We will give you at least ten (10) business days' written notice before suspending services or Platform access for non-payment.

4.6 Disputed Invoices

If you dispute an invoice in good faith, notify us within twenty (20) days of the invoice date with the basis for the dispute. Undisputed amounts remain payable. We will work in good faith to resolve the disputed portion promptly.

4.7 Taxes

Fees exclude sales, use, VAT, GST, and similar transaction taxes, which are your responsibility where applicable. Each party is responsible for its own income taxes.

4.8 Refunds

Fees for services already performed are non-refundable. If you terminate a subscription mid-term for our uncured material breach, we will refund the unused portion of prepaid fees on a pro-rata basis.

Section 5 — Confidentiality

5.1 Mutual Obligation

Each party may receive non-public information from the other ("Confidential Information"), including operational data, rates, contracts, pricing, methodologies, and business plans. The receiving party will:

• use Confidential Information only to perform under these Terms;
• protect it with at least the care it uses for its own confidential information, and no less than reasonable care; and
• disclose it only to personnel, advisors, and subcontractors who need it and are bound by comparable obligations.

5.2 Exclusions

Confidential Information does not include information that is or becomes public without breach, was rightfully known before disclosure, is rightfully received from a third party without restriction, or is independently developed without reference to the disclosing party's information.

5.3 Required Disclosure

A party may disclose Confidential Information where required by law or legal process, provided it gives prompt notice where legally permitted so the other party can seek protection.

5.4 Duration

Confidentiality obligations continue for three (3) years after the information is disclosed, and for as long as the information remains a trade secret under applicable law.

5.5 Your Commercial Terms

Rates, contracts, and pricing you disclose to us are treated as Confidential Information. We will not disclose them to carriers, competitors, or other clients, and we will not use them to benchmark other clients except as permitted in Section 6.4.

Section 6 — Data, Deliverables, and Intellectual Property

6.1 Your Data

You own and retain all rights to the data you provide or that is generated on your behalf, including shipment records, rate and contract data, invoices, order and inventory data, documents, and any personal information contained in them ("Client Data").

You grant LogPac a limited, non-exclusive license to host, process, transmit, and analyze Client Data solely to deliver, support, secure, and improve the services provided to you. This license ends when the data is deleted or returned under Section 9.

You represent that you have the rights necessary to provide Client Data to us.

6.2 Deliverables

Reports, models, analyses, recommendations, process documentation, and other work product prepared specifically for you under an SOW ("Deliverables") become your property upon payment in full for the applicable SOW. We assign to you all rights in the Deliverables at that point.

6.3 Our Pre-Existing Materials

LogPac retains ownership of everything we bring to the engagement or develop independently of it, including the Platform, software, algorithms, data models, templates, frameworks, methodologies, and know-how ("LogPac Materials"). Where a Deliverable includes LogPac Materials, we grant you a perpetual, non-exclusive, royalty-free license to use them as part of that Deliverable for your internal business purposes.

Nothing prevents either party from using the general skills, knowledge, and experience its personnel retain in memory from the engagement.

6.4 Aggregated Insights — Opt-In Only

We may wish to produce aggregated industry benchmarks and market insights. We will do so using your data only if you opt in through a written agreement, and only where:

• the data is aggregated with data from other sources and de-identified so that neither you, your customers, nor your commercial terms are identifiable;
• your carrier rates and contract terms are excluded unless separately and specifically agreed; and
• you may withdraw from participation at any time, effective for all future outputs.

Absent your written opt-in, we will not use Client Data to produce benchmarks, market data, or any product offered to third parties.

6.5 Artificial Intelligence and Model Training

The Platform uses AI and machine learning to generate recommendations and process documents. Those features may process Client Data to produce outputs for you.

We do not use Client Data to train general-purpose or shared machine learning models without your written consent. Where we use third-party AI providers, we will use offerings configured so that data submitted through the Platform is not used by the provider to train its models, and we will maintain a current list of AI subprocessors available to you on request.

Any model or configuration trained exclusively on your data for your exclusive use is treated as Client Data.

6.6 Feedback

If you give us suggestions about our services or Platform, we may use them without restriction or compensation. Feedback does not include Client Data or Confidential Information.

6.7 Publicity

We will not identify you as a client, use your name or marks, or publish any case study or reference to the engagement without your prior written consent. Consent may be given for a specific use and withdrawn for future uses.

Section 7 — Platform Use

7.1 Access

Subject to these Terms and payment of applicable fees, we grant you a non-exclusive, non-transferable right to access and use the Platform for your internal business purposes during the applicable term.

7.2 Accounts and Security

You are responsible for your users' accounts and credentials, for keeping them confidential, and for activity conducted through them. Tell us promptly if you suspect unauthorized access.

7.3 Acceptable Use

You agree not to:

• access the Platform in order to build a directly competing product or service;
• copy, resell, sublicense, or make the Platform available to third parties who are not your users, affiliates, or service providers acting on your behalf;
• reverse engineer or attempt to derive source code, except to the extent that restriction is unenforceable under applicable law;
• upload malicious code, attempt to breach security controls, or access accounts or data belonging to others; or
• use the Platform in a manner that materially degrades performance for other customers, or in violation of applicable law.

We may apply reasonable rate limits to protect Platform stability, and will make them known where they could affect normal use.

7.4 Sensitive Information

Unless separately agreed in writing, do not upload payment card data, government identification numbers, health records, classified information, or data subject to ITAR, EAR, or similar export control regimes. If your engagement requires handling controlled information, we will agree the appropriate safeguards in writing first.

7.5 Availability and Support

We aim to keep the Platform available and will schedule maintenance to minimize disruption, giving advance notice of planned downtime affecting normal business hours where practicable. Where an SOW or order form includes a service level or support commitment, that commitment applies.

Section 8 — Data Protection and Security

8.1 Security Measures

We maintain administrative, technical, and organizational safeguards designed to protect Client Data, including access controls, encryption of data in transit, encryption at rest where technically feasible, logging, and role-based internal access limited to personnel who need it.

8.2 Incident Notification

If we become aware of a security incident involving unauthorized access to your Client Data, we will notify you without undue delay and in any event within seventy-two (72) hours of confirming the incident, provide the information reasonably available to us, and cooperate with your investigation and any notification obligations you have.

8.3 Personal Information

Where Client Data includes personal information and we process it on your behalf, you are the controller and we are the processor. We process personal information only on your documented instructions and as needed to provide the services. On request we will enter into a data processing addendum, and we will make our subprocessor list available.

8.4 Subprocessors

We use third-party infrastructure and service providers to operate the Platform. We remain responsible for their performance of the obligations in this Section, and we impose data protection obligations on them that are no less protective than those we owe you.

Section 9 — Term, Termination, and Data Return

9.1 Term

These Terms apply while any SOW is in effect or you have Platform access, and continue for provisions that by their nature survive.

9.2 Termination for Convenience

Either party may terminate a consulting engagement on thirty (30) days' written notice. You remain responsible for fees for work performed and non-cancellable commitments incurred through the termination date. Subscriptions may be terminated effective at the end of the then-current term.

9.3 Termination for Cause

Either party may terminate immediately if the other materially breaches these Terms and fails to cure within thirty (30) days of written notice, or becomes insolvent.

9.4 Suspension

We may suspend Platform access for non-payment after the notice described in Section 4.5, or immediately where necessary to address a security threat or unlawful activity. We will restore access promptly once the cause is resolved.

9.5 Data Return and Deletion

For sixty (60) days after termination you may request export of your Client Data, and we will provide it in a commonly used machine-readable format. After that period we may delete Client Data from active systems. Residual copies may persist in backups until they are cycled in the ordinary course, and remain subject to Section 5.

We will not withhold Client Data as leverage in a fee dispute.

9.6 Survival

Sections 5 (Confidentiality), 6 (Data, Deliverables, and Intellectual Property), 10 (Warranties), 11 (Disclaimers), 12 (Indemnification), 13 (Limitation of Liability), 14 (Dispute Resolution), and 15 (General) survive termination.

Section 10 — Warranties

10.1 Consulting Services

We warrant that Consulting Services will be performed in a professional and workmanlike manner by personnel with the skills and experience appropriate to the work, consistent with generally accepted industry standards.

If we breach this warranty and you notify us within ninety (90) days of the affected work, we will re-perform the work at no additional charge. If re-performance does not correct the deficiency within a reasonable period, you may terminate the affected SOW and receive a refund of fees paid for the deficient work.

10.2 Platform

We warrant that the Platform will perform materially in accordance with its documentation. If it does not, and you notify us, we will use commercially reasonable efforts to correct it or, if we cannot within a reasonable period, you may terminate the affected subscription and receive a pro-rata refund of prepaid fees.

10.3 Mutual

Each party warrants that it has the authority to enter into these Terms and that its performance will comply with laws applicable to it, including anti-corruption, sanctions, and export control laws.

10.4 Insurance

LogPac maintains commercial general liability insurance and professional liability (errors and omissions) coverage in amounts customary for services of this type, and will provide certificates of insurance on request.

Section 11 — Disclaimers

Except as stated in Section 10, the Platform and any AI-generated outputs are provided "as is." To the extent permitted by law, we disclaim implied warranties of merchantability, fitness for a particular purpose, and non-infringement with respect to the Platform.

Analytical outputs are decision support, not decisions. Models, forecasts, optimizations, cost estimates, and AI-generated recommendations rest on assumptions and on the completeness of the data available. They may be incomplete or unsuited to a particular situation. A qualified person on your team should review anything consequential before acting on it.

We do not warrant that the Platform will be uninterrupted or error-free, or that any particular financial or operational outcome will be achieved. Where an SOW states a target or estimated benefit, it is an estimate based on stated assumptions and is not a guarantee unless expressly identified as a performance commitment.

You remain responsible for your operational decisions, your regulatory compliance, and your agreements with your carriers, suppliers, and customers.

Section 12 — Indemnification

12.1 By LogPac

We will defend you against third-party claims alleging that the Platform or a Deliverable, used as permitted, infringes a patent, copyright, trademark, or trade secret, and will pay damages finally awarded or amounts we agree in settlement.

If such a claim arises or appears likely, we may procure the right for you to continue using the affected item, modify it so it is non-infringing, or, if neither is commercially reasonable, terminate the affected item and refund prepaid unused fees. This obligation does not apply to claims arising from Client Data, your modifications, or use in combination with materials we did not supply.

12.2 By Client

You will defend us against third-party claims arising from Client Data, from your use of Deliverables outside their intended purpose, from your operations, or from your breach of Section 7.3 or 7.4, and will pay damages finally awarded or amounts you agree in settlement.

12.3 Procedure

The indemnified party will promptly notify the indemnifying party, allow it to control the defense of the claim, and cooperate reasonably at the indemnifying party's expense. The indemnifying party may not settle a claim in a way that imposes an obligation or admission on the indemnified party without consent, not to be unreasonably withheld. The indemnified party may participate with its own counsel at its own expense.

Section 13 — Limitation of Liability

13.1 Exclusion of Indirect Damages

Neither party is liable for indirect, incidental, consequential, special, exemplary, or punitive damages, or for lost profits, lost revenue, or loss of business opportunity, even if advised of the possibility.

13.2 Cap

Each party's total aggregate liability arising out of or relating to these Terms is limited to the fees paid or payable by you to LogPac in the twelve (12) months preceding the event giving rise to the claim. Where no fees have been paid, that cap is one thousand U.S. dollars (USD $1,000).

13.3 Exclusions from the Cap

The limitations in Sections 13.1 and 13.2 do not apply to:

• either party's indemnification obligations under Section 12;
• breach of confidentiality obligations under Section 5;
• your obligation to pay fees due; or
• gross negligence, willful misconduct, or fraud.

13.4 Allocation of Risk

The parties agree these limitations reflect an agreed allocation of risk and are an essential basis of the bargain, and that pricing reflects them.

Section 14 — Dispute Resolution

14.1 Escalation

If a dispute arises, the parties will first attempt to resolve it through direct discussion between senior representatives, beginning within fifteen (15) days of written notice describing the dispute and the relief sought, and continuing in good faith for at least thirty (30) days.

14.2 Mediation

If escalation does not resolve the dispute, the parties will attempt mediation before a mutually agreed mediator, with costs shared equally, before commencing arbitration.

14.3 Arbitration

Any dispute not resolved under Sections 14.1 and 14.2 will be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, before a single arbitrator, seated in Colorado or conducted remotely by agreement. Judgment on the award may be entered in any court of competent jurisdiction.

Each party bears its own attorneys' fees unless the arbitrator determines otherwise under applicable law. Arbitration proceedings and the award are confidential.

14.4 Exceptions

Either party may seek injunctive or equitable relief in court to protect intellectual property or Confidential Information, and either party may bring a claim in small claims court where it qualifies.

14.5 Individual Claims

Disputes will be brought in an individual capacity, and not as a class or representative action. This does not limit either party's substantive rights.

Section 15 — General

15.1 Governing Law

These Terms are governed by the laws of the State of Colorado, without regard to conflict of law principles. The UN Convention on Contracts for the International Sale of Goods does not apply. Subject to Section 14, the state and federal courts located in Colorado have exclusive jurisdiction.

15.2 Force Majeure

Neither party is liable for delay or failure caused by events beyond its reasonable control, including natural disasters, war, labor disputes, carrier disruption, government action, or widespread infrastructure or internet failure. The affected party will notify the other promptly and resume performance as soon as practicable.

15.3 Assignment

Neither party may assign these Terms without the other's written consent, except that either party may assign to a successor in connection with a merger, acquisition, or sale of substantially all assets, on notice to the other.

15.4 Notices

Notices must be in writing and sent to the contact designated in the applicable SOW or order form, or to LogPac at logpacio@gmail.com. Notices are effective on receipt.

15.5 Entire Agreement

These Terms, together with any SOW, order form, and the Privacy Policy, are the entire agreement between the parties regarding their subject matter and supersede prior discussions. Pre-printed terms on a purchase order do not apply.

15.6 Severability and Waiver

If a provision is held unenforceable, it is modified to the minimum extent necessary and the remainder stays in effect. A party's failure to enforce a right is not a waiver of it.

15.7 Headings

Headings are for convenience and do not affect interpretation.