1. Acceptance of Terms

By utilizing the sourcing and fulfillment services offered by Paking Duck Inc. ("the Company"), you acknowledge and agree to adhere to these Terms of Service ("TOS"). Failure to accept these terms will preclude you from accessing and using our services.

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If you are accepting these terms on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that entity to these terms.

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Acceptance is recorded at the time you sign a service agreement, click to accept these terms, or first use our services, whichever occurs earliest.

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2. Description of Services

The Company provides a range of sourcing and fulfillment services, including but not limited to product procurement, warehousing, order processing, and distribution. The specific scope of services for each client will be detailed in their individual service agreement.

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The Company will use commercially reasonable efforts to fulfill orders. However, fulfillment timelines are estimates and not guaranteed. The Company will notify clients promptly if it is unable to fulfill an order due to supplier availability, inventory constraints, or other circumstances.

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3. Client Responsibilities

As a client of the Company, you are responsible for:

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• Providing accurate and comprehensive information required for the successful fulfillment of orders.
• Timely payment of all service fees and charges as specified in the service agreement.
• Ensuring compliance with all relevant laws, regulations, and standards governing the products sourced and fulfilled through the Company's services.
• Obtaining and maintaining all necessary licenses, permits, and regulatory approvals for the products you source through the Company.
• Ensuring that products submitted for fulfillment are not counterfeit, hazardous, prohibited by law, or infringing on third-party intellectual property rights.
• Notifying the Company promptly of any material changes to your product requirements, specifications, or applicable regulations.

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4. Payment Terms

You agree to remit payment for all fees, charges, and expenses as outlined in your service agreement. The Company maintains the right to adjust pricing and fees with prior written notice.

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• Payment terms and accepted payment methods will be set out in the service agreement.
• All fees are denominated in US Dollars (USD) unless otherwise stated in the service agreement.
• Late payments will accrue interest at a rate of 1.5% per month (or the maximum rate permitted by law, whichever is lower) from the due date until paid in full.
• The Company reserves the right to suspend services if payment is overdue by more than 15 days, without prejudice to any other remedies available.
• You are responsible for all applicable taxes, duties, and levies arising from your use of the Company's services, except for taxes on the Company's net income.
• Any invoice disputes must be raised in writing within 10 business days of receipt. Undisputed amounts remain due by the original payment date.

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5. Cancellation, Returns, and Refunds

The Company's detailed policies on order cancellation, product returns, and refunds are set out in the service agreement.

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• Orders may be cancelled prior to fulfillment processing with written notice. Cancellation fees may apply as specified in the service agreement.
• Once an order has entered the fulfillment process, cancellation may not be possible and fees may be non-refundable.
• Returns and refunds for fulfilled orders are subject to the terms of the service agreement and any applicable supplier return policies.

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6. Intellectual Property and Branding

You retain ownership of all intellectual property rights associated with your product listings, brand identity, and proprietary materials. The Company disclaims responsibility for any copyright or trademark infringement issues related to your products.

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With your express written consent, the Company may use your business name and logo for promotional purposes.

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The Company retains all rights to its own proprietary systems, processes, software, and methodologies. Nothing in these TOS grants you any rights to the Company's intellectual property.

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7. Confidentiality

Each party agrees to keep confidential any non-public information disclosed by the other party in connection with these TOS or the service agreement ("Confidential Information").

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Confidential Information may not be disclosed to third parties without prior written consent, except as required by law or to fulfill obligations under the service agreement. Each party will use at least the same degree of care to protect the other's Confidential Information as it uses for its own, but no less than reasonable care.

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This confidentiality obligation survives termination of the service relationship for a period of three (3) years.

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8. Liability and Warranty

The Company will exercise reasonable care in handling your products during the fulfillment process. However, the Company's liability for products that are damaged, lost, or otherwise compromised during fulfillment shall be limited as set out below.

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No warranties, either express or implied, concerning the quality, accuracy, or reliability of the Company's services are made beyond what is expressly stated in the service agreement.

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Limitation of Liability

To the maximum extent permitted by applicable law, the Company's total cumulative liability to you for any claims arising out of or relating to these TOS or the services shall not exceed the total fees paid by you to the Company in the three (3) months immediately preceding the event giving rise to the claim.

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In no event shall either party be liable for indirect, incidental, consequential, punitive, or special damages, including lost profits, even if advised of the possibility of such damages.

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9. Indemnification

You agree to indemnify and hold the Company, its employees, agents, and affiliated entities harmless from any claims, losses, or damages arising from your use of our services or any violation of these TOS, including but not limited to claims arising from your products or your breach of applicable law.

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The Company agrees to indemnify and hold you harmless from any claims, losses, or damages arising from the Company's own gross negligence or willful misconduct in the performance of its services.

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10. Force Majeure

Neither party shall be liable for delays or failures in performance resulting from causes beyond that party's reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, labor disputes, government actions, pandemics, supply chain disruptions, or infrastructure failures ("Force Majeure Event").

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The affected party must notify the other in writing as soon as reasonably practicable. If a Force Majeure Event continues for more than 30 days, either party may terminate the affected services with written notice, without penalty.

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11. Termination

Either party may terminate the service relationship by providing at least 30 days' prior written notice to the other party.

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The Company may terminate services immediately and without notice in the event of your material breach of these TOS, non-payment, or conduct that poses a risk to the Company or third parties.

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Upon termination, you remain responsible for all outstanding fees and charges. The Company will work with you in good faith to ensure the orderly transition of your inventory and any in-progress orders within a reasonable timeframe.

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Provisions relating to payment, confidentiality, intellectual property, indemnification, limitation of liability, and governing law shall survive termination.

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12. Amendments to TOS

The Company reserves the right to amend these TOS at any time. Clients will be notified of material changes via email at least 30 days before the changes take effect. Your continued use of the services after the effective date of any changes constitutes your acceptance of the revised TOS.

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If you do not agree to the revised terms, you must notify the Company in writing before the effective date and cease using the services.

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13. Governing Law and Jurisdiction

These TOS shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of law provisions.

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Any disputes arising out of or relating to these TOS or the services shall be subject to the exclusive jurisdiction of the state and federal courts located in Orange County, California. Both parties consent to personal jurisdiction in such courts.

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14. Dispute Resolution

In the event of any dispute, the parties agree to first attempt to resolve the matter through good-faith negotiation. If the dispute is not resolved within 30 days, either party may pursue formal legal proceedings as set out in Section 13.

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Nothing in this section shall prevent either party from seeking urgent injunctive or equitable relief where necessary.

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15. General Provisions

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• Entire Agreement: These TOS, together with the applicable service agreement, constitute the entire agreement between the parties and supersede all prior discussions, representations, or agreements.
• Severability: If any provision of these TOS is found to be unenforceable, the remaining provisions shall continue in full force and effect.
• Waiver: Failure by either party to enforce any provision of these TOS shall not constitute a waiver of that party's right to enforce it in the future.
• Assignment: You may not assign or transfer your rights or obligations under these TOS without the Company's prior written consent. The Company may assign its rights to a successor entity.

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16. Contact

For any questions regarding these Terms of Service, please contact:

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Paking Duck Inc.

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New York, NY 10001

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Email: team@pakingduck.com

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Website: www.pakingduck.com

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