Terms of Service

01 Definitions

• "Agreement" means these Terms of Service, together with any policies and order forms referenced herein.
• "Service" means the PackOS website, Quick Quote tools, 3D proofing, packaging estimation and packout features, APIs, and related services we make available.
• "You" means the individual or entity using the Service; if you use it for an organization, "you" includes that organization.
• "Your Content" means files and materials you submit — artwork, dielines, specifications, invoices, prior quotes, and inputs.
• "PackOS," "we," "us," "our" means Calyx Containers, Inc. and its affiliates operating the Service.
• "Enterprise Agreement" means a separately signed master services agreement, order form, or similar contract for the Service.

02 Acceptance & eligibility

By accessing or using the Service, you agree to be bound by this Agreement. If you use the Service on behalf of an organization, you represent and warrant that you are authorized to bind that organization, and "you" refers to it. You must be at least 18 years old and able to form a binding contract, and you may not be barred from using the Service under applicable law. If you do not agree to this Agreement, do not use the Service. If an Enterprise Agreement exists between you and us, it governs to the extent of any conflict with this Agreement.

03 The Service

3.1 Description. The Service lets you submit packaging files to detect specifications, generate 3D proofs, prepare quotes and specifications, plan packouts, and related workflows. Some features are generally available (for example Quick Quote for labels and flexible packaging) and others are in preview, beta, or on our roadmap.

3.2 Previews & beta. Features identified as preview or beta are provided for evaluation, may be changed or withdrawn, and may be less reliable; they are provided "as is" without any warranty and may be subject to additional terms.

3.3 Changes to the Service. We may add, modify, suspend, or discontinue any part of the Service, and set reasonable usage limits, at any time. We will use commercially reasonable efforts to notify you of material adverse changes where practicable.

3.4 Availability. We do not warrant that the Service will be available, uninterrupted, timely, secure, or error-free, and we may perform maintenance that affects availability.

04 Accounts & security

Where the Service requires an account or the submission of contact details, you agree to provide accurate, current, and complete information and to keep it updated. You are responsible for maintaining the confidentiality of any credentials and for all activity under your account, and you agree to notify us promptly at security@packos.ai of any unauthorized use or suspected breach. We are not liable for loss arising from unauthorized use of your account that results from your failure to safeguard credentials.

05 Your content & license

5.1 Ownership. As between the parties, you retain all right, title, and interest in and to Your Content. We claim no ownership of it.

5.2 License to us. You grant PackOS a worldwide, non-exclusive, royalty-free license to host, store, reproduce, process, adapt (for format/technical purposes), transmit, and display Your Content solely to operate and provide the Service to you, including to detect packaging, render proofs, prepare quotes and specifications, and provide support. This license ends when Your Content is deleted, except for residual backup copies retained for a limited period and de-identified or aggregated data as permitted by our privacy policy.

5.3 No model training; use restrictions. We do not use Your Content to train, fine-tune, or improve machine-learning models, and we do not use it for any purpose beyond operating the Service and supporting your requests. We contractually restrict our AI sub-processors accordingly.

5.4 Your representations. You represent and warrant that you own or have all rights, licenses, consents, and permissions necessary to submit Your Content and to grant the license in Section 5.2, and that Your Content and our permitted use of it do not and will not infringe, misappropriate, or violate any third party's intellectual property, privacy, publicity, or other rights, or any law.

5.5 Deletion. You may request deletion of Your Content at any time as described in the privacy policy. We may also remove content that violates this Agreement.

06 Acceptable use

You agree not to, and not to permit others to:

• upload or transmit content you lack the rights to, or that is unlawful, infringing, defamatory, or harmful;
• attempt to gain unauthorized access to, probe, scan, or test the vulnerability of, the Service or its systems, or breach security or authentication;
• interfere with or disrupt the Service, its infrastructure, or other users, including via denial-of-service, malware, or excessive load;
• reverse engineer, decompile, or disassemble the Service, or scrape or use automated means to extract data except as expressly permitted;
• copy, resell, sublicense, rent, or provide the Service to third parties except under a separate written agreement;
• remove or obscure proprietary notices, or use our names or marks without permission;
• use the Service to build or train a competing product or model, or to benchmark it without our consent;
• misrepresent your identity or affiliation, or use the Service to mislead, defraud, or harm others; or
• use the Service in violation of applicable law, export controls, or sanctions.

We may investigate suspected violations and may suspend or limit access to protect the Service, other users, or our infrastructure, with or without notice.

07 Quotes, fees & taxes

7.1 Quotes are estimates. Quotes and estimates produced by the Service are reasoned estimates for informational purposes and are not binding offers, contracts, or guarantees of price or availability. They are generated from the files and inputs you provide and may change based on final artwork, specifications, quantities, materials, tooling, embellishments, freight, and production review. A binding price and order are established only through a separate written agreement or order confirmation. We do not warrant that any estimate will match a final invoice.

7.2 Fees. Some features may be offered free of charge and others for a fee. Where fees apply, they will be described at the point of purchase or in an Enterprise Agreement, are payable in U.S. dollars unless stated otherwise, and are non-refundable except as required by law or expressly stated.

7.3 Taxes. Fees are exclusive of taxes; you are responsible for all applicable sales, use, VAT, GST, and similar taxes, excluding taxes on our net income.

08 Intellectual property

8.1 Our IP. The Service, including all software, models, algorithms, user interfaces, designs, text, graphics, and the "PackOS" and "Calyx" names and logos, is owned by us or our licensors and protected by intellectual-property and other laws. Except for the limited right to use the Service as permitted here, no rights are granted to you by implication, estoppel, or otherwise.

8.2 Feedback. If you provide suggestions, ideas, or feedback, you grant us a perpetual, irrevocable, worldwide, royalty-free license to use them without restriction or obligation to you.

8.3 Trademarks. You may not use our names, logos, or trademarks without our prior written consent.

09 Third-party services & materials

The Service relies on third-party providers (for example cloud hosting, storage, email delivery, analytics, and AI) and may link to or interoperate with third-party sites and materials that we do not control. We are not responsible for third-party services or materials, and your use of them is governed by their terms and policies. Third-party components may carry their own license terms that apply to your use of them.

10 Confidentiality

Each party may receive non-public information of the other ("Confidential Information"), including Your Content and our non-public Service details and pricing. The receiving party will use Confidential Information only to perform under this Agreement, protect it with at least reasonable care, and not disclose it except to personnel and advisors bound by confidentiality. Confidential Information excludes information that is public through no fault of the recipient, independently developed, or rightfully received from a third party. A party may disclose Confidential Information if required by law, giving reasonable notice where permitted.

11 Privacy

Our collection and use of Personal Information in connection with the Service is described in our Privacy Policy, which is incorporated into this Agreement by reference. Where we process Personal Information on your behalf as a processor, the applicable Enterprise Agreement or data processing addendum governs that processing.

12 Disclaimers of warranties

The Service and all content, detections, proofs, estimates, and outputs are provided "as is" and "as available," with all faults, and to the fullest extent permitted by law we disclaim all warranties, whether express, implied, statutory, or otherwise, including implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement, and any warranties arising from course of dealing or usage of trade. We do not warrant that the Service will be uninterrupted, secure, or error-free, that defects will be corrected, or that detections, proofs, or estimates will be accurate, complete, or suitable for any purpose. You are responsible for verifying outputs before relying on them for production.

13 Limitation of liability

To the fullest extent permitted by law, in no event will PackOS or its affiliates, or their respective directors, officers, employees, or suppliers, be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, revenue, data, goodwill, or business, arising out of or relating to the Service or this Agreement, whether based in contract, tort (including negligence), strict liability, or otherwise, even if advised of the possibility of such damages.

Our total aggregate liability arising out of or relating to the Service and this Agreement will not exceed the greater of (a) the amounts you paid us for the Service in the twelve (12) months before the event giving rise to the claim, or (b) one hundred U.S. dollars ($100).

Some jurisdictions do not allow the exclusion or limitation of certain damages, so some of the above may not apply to you; nothing in this Agreement limits liability that cannot be limited by law. The limitations in this Section are an essential basis of the bargain between us.

14 Indemnification

You will defend, indemnify, and hold harmless PackOS and its affiliates and their personnel from and against any third-party claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) Your Content; (b) your use of the Service in violation of this Agreement or law; or (c) your violation of any third party's rights. We will provide you notice of the claim, reasonable cooperation, and control of the defense (provided any settlement affecting your rights requires your consent, not to be unreasonably withheld).

15 Term, suspension & termination

15.1 Term. This Agreement applies while you access or use the Service.

15.2 Suspension & termination. We may suspend or terminate your access, in whole or in part, with or without notice, if you breach this Agreement, if required by law, or to protect the Service or others. You may stop using the Service at any time.

15.3 Effect. Upon termination, your right to use the Service ends. We may delete Your Content in the ordinary course; export it before termination if you need it. Sections that by their nature should survive — including 1, 5.1, 5.3–5.4, 7.1, 8, 10, 12, 13, 14, 17, and 19 — survive termination.

16 Force majeure

Neither party is liable for any delay or failure to perform (other than payment obligations) due to causes beyond its reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, labor disputes, governmental action, internet or utility failures, and third-party service outages.

17 Dispute resolution & governing law

17.1 Governing law. This Agreement is governed by the laws of the Commonwealth of Massachusetts, USA, without regard to its conflict-of-laws rules, and excluding the U.N. Convention on Contracts for the International Sale of Goods.

17.2 Informal resolution. Before filing a claim, you agree to try to resolve the dispute informally by contacting legal@packos.ai; the parties will negotiate in good faith for at least thirty (30) days.

17.3 Binding arbitration. Except for the exceptions below, any dispute arising out of or relating to this Agreement or the Service will be resolved by final and binding arbitration administered under the rules of a recognized arbitration body, before a single arbitrator, seated in Boston, Massachusetts (or by videoconference), in English. Judgment on the award may be entered in any court of competent jurisdiction.

17.4 Class-action waiver. Disputes will be conducted only on an individual basis and not as a class, consolidated, or representative action. The arbitrator may not consolidate more than one person's claims. You and PackOS waive any right to a jury trial and to participate in a class action.

17.5 Exceptions. Either party may bring an individual action in small-claims court, and either party may seek injunctive or equitable relief in court to protect its intellectual property or Confidential Information. If the arbitration provisions are found unenforceable, the state and federal courts located in Suffolk County, Massachusetts will have exclusive jurisdiction, and you consent to their venue.

17.6 Opt-out. You may opt out of the arbitration and class-waiver provisions in 17.3–17.4 by emailing legal@packos.ai within thirty (30) days of first accepting this Agreement; opting out does not affect the other terms. This Section does not apply where prohibited by law.

18 Export controls & government use

18.1 Export. You will comply with all applicable export control and sanctions laws, and you represent that you are not located in an embargoed jurisdiction or on a restricted-party list, and will not use or export the Service in violation of such laws.

18.2 U.S. government end users. The Service is a "commercial item" and is provided with only those rights granted to all other users under this Agreement, consistent with FAR 12.212 and DFARS 227.7202.

19 General provisions

• Entire agreement. This Agreement, with the Privacy Policy and any Enterprise Agreement or order form, is the entire agreement between the parties on its subject and supersedes prior understandings.
• Order of precedence. In case of conflict, an Enterprise Agreement controls over these Terms, which control over other policies, unless a document expressly states otherwise.
• Assignment. You may not assign this Agreement without our prior written consent; we may assign it to an affiliate or in connection with a merger, acquisition, or sale of assets. It binds permitted successors and assigns.
• Severability. If any provision is held unenforceable, it will be modified to the minimum extent necessary and the remaining provisions will remain in effect.
• No waiver. A party's failure to enforce a provision is not a waiver of its right to do so later.
• Notices. We may provide notices by email, through the Service, or by posting; you consent to electronic communications. Notices to us go to legal@packos.ai.
• Relationship. The parties are independent contractors; this Agreement creates no partnership, agency, or employment relationship.
• No third-party beneficiaries. There are no third-party beneficiaries to this Agreement except our affiliates and suppliers as to the disclaimers and liability limits.
• Headings. Headings are for convenience only and do not affect interpretation.

20 Changes & contact

We may update this Agreement as the Service evolves; we will revise the effective date above and, for material changes, provide additional notice. Changes are effective when posted (or on a later stated date), and your continued use of the Service after changes take effect constitutes acceptance. If you do not agree to a change, stop using the Service. Questions: legal@packos.ai, or Calyx Containers, Attn: Legal, Salt Lake City, UT, USA.

These Terms are provided for transparency and general information and are not legal advice. An Enterprise Agreement, order form, or master services agreement, where one exists, governs over these Terms to the extent of any conflict.