Terms of Service

Terms of Service

Last revised April 6, 2026

1. Applicable Terms and Acceptance.

1.1   Terms. Kayo3PL (“Kayo3PL”) provides Services (as defined below) to you (“the Client”) through our website at Kayo3pl.com (“the Site”) and the Kayo3PL Platform. In addition to these Terms of Service, the provision of services is subject to the Pricing Agreement (“Fees”), Client Code of Conduct and any Contractual Agreement between Kayo3pl and the Client (collectively, the “Policies”), all of which are incorporated herein by reference (collectively, the “Agreement”). If there is any conflict between the Terms of Service and the Policies, the Terms of Service shall take precedence.

1.2 Acceptance. By using the Site, submitting a request for quote, registering for an account or using the services, you acknowledge that you have read, understood, accepted and agreed to, and have the legal capacity or authority to agree to be bound by the Agreement. If you do not agree to this Agreement, you are not permitted to use the Services or the Kayo3LP Platform. The terms of any order shall not modify this Agreement.

1.3 Changes. Kayo3PL may make changes to this Agreement from time to time at its discretion. While Kayo3PL may give notice to you of any modifications, it is your responsibility to regularly review this Agreement. Any changes made are effective upon publication of the Agreement on the Site.  Unless under a contractual agreement, Kayo3PL may modify the Fees with thirty (30) days written notice. The Client’s use of the Services after the effective date of any modifications shall constitute full acceptance of the modifications to this Agreement or the Fees. If any change to the Terms of Service, Client Code of Conduct, or Fees is unacceptable to the Client, the Client has the right to terminate the Agreement in accordance with Section 15 of these Terms of Service.    

1.4 Controlling Language. These Terms of Service were originally written in English. To the extent any translated version of these Terms of Service conflicts or is inconsistent with the English version, the English language version shall govern and control in all respects. Any translation of these Terms of Service is provided for convenience purposes only and has no legal effect. By accepting these Terms of Service, you acknowledge that you have read and understood the English language version and agree to be bound by it.

2. Registration. The Client must register for an Account to access the Kayo3PL platform and for Kayo3PL to provide the Services. As part of the registration process, the Client will be required to create an administrative username and password for the Client’s Account (“Account”) on the Kayo3PL Platform, and the Client may create additional standard users (each with a user password). By registering for an Account, the Client confirms they are the minimum age legally required to register for accounts of the nature of an Account and use the Services in your jurisdiction of residence and each jurisdiction in which you use the Services. Kayo3PL reserves the right to periodically require additional information from the Client, and/or require the Client to verify or update their information. Failure to provide such further information in a timely manner, providing false information, or non-compliance with the requirements set out in this Clause 2 within thirty (30) days, may result in the rejection, termination or suspension of the Client’s Account until Kayo3PL has received and verified the requested information.

3. Description of Services. Kayo3PL shall provide the services described below. All Exhibits or Schedules attached to or issued under this Agreement are hereby incorporated into and made a part of this Agreement. 

3.1 Services: Kayo3PL Services shall include, performing activities associated with receiving, counting, storing, picking and packing (“fulfillment”) and arranging the shipment of goods by carriers as requested by the Client. The provision of fulfillment services and other related incidental services as determined by Kayo3PL in their sole discretion and subject to change without prior notice to the Client. Without limitation, any other actions that Kayo3PL undertakes related to the Client’s request or direction shall also constitute Services for the purposes of this Agreement.

4. Access to Kayo3PL Services. Client Content. Account Security.

4.1 Kayo3PL Software and Intellectual Property. Any software made available to the Client by Kayo3PL in connection with the Services (“Software”), including but not limited to the Kayo3PL Platform, contains Kayo3PL’s proprietary and confidential information that is protected by applicable intellectual property laws and this Agreement. Kayo3PL grants the Client a non-transferable, non-sublicensable, and non-exclusive right and license (“License”) to use the Software solely in connection with the Services, provided that the Client shall not, and shall not allow any third party to, copy, modify, create derivative work of, reverse engineer, reverse assemble, or otherwise attempt to discover any source code or sell, assign, sublicense, or otherwise transfer any right in any Software. The Client agrees not to access the Services by any means other than through the interface that is provided by Kayo3PL. Any rights not expressly granted herein are reserved, and no license or right to use any trademark of Kayo3PL or any third party is granted to the Client in connection with the Services. The License may be terminated immediately at Kayo3PL’s sole discretion and shall, in any event, terminate upon the termination or expiration of this Agreement.     

4.2 Client Content. The Client is solely responsible for all data, information, feedback, suggestions, text, content, and other materials that the Client uploads, posts, delivers, provides, or otherwise transmits to Kayo3PL in connection with the Client’s use of the Services, excluding data and information relating to the operation and/or performance of the Kayo3PL Platform (“Client Content”). The Client retains all rights, titles and interests in and to Client Content, other than the limited rights expressly granted to Kayo3PL in this Agreement. Kayo3PL has the right, but not the obligation, to monitor Client Content. The Client further agrees that Kayo3PL may remove or disable Client Content at any time for any reason. The Client agrees that it owns all Client Content or has obtained all permissions, releases, rights, or licenses required to engage in Client postings and other activities, to allow Kayo3PL to perform it’s obligations in connection with the Services. The Client agrees that Client Content does not, and will not, violate, infringe, or misappropriate any third party’s intellectual property or privacy rights, nor does Client Content contain any matter that is defamatory, obscene, unlawful, threatening, abusive, tortious, offensive, harassing or otherwise unlawful.

4.3 Use and Modification of Client Content. The Client grants Kayo3PL a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, fully paid, sublicensable, and transferable right and license to (i) copy, use, modify, distribute, display, and disclose Client Content solely to the extent necessary to provide the Services to the Client pursuant to the Agreement, (ii) copy, modify and use Client Content in connection with internal operations and functions, including, but not limited to, operational analytics and reporting, financial reporting and analysis, audit functions, and archival purposes and (iii) copy, use, modify, distribute, display, and disclose Client Content on an aggregate and anonymous basis for marketing and other purposes.

4.4 Account Confidentiality. The Client is solely responsible for maintaining the confidentiality of the Client’s login, password, Content, Account, and all activities under the Client’s login or Account. For support purposes, designated Kayo3PL employees have access to the Client’s Account.

4.5 Security Acknowledgment. The Client understands and agrees that the operation of the Services, including Client Content, may be unencrypted and may involve (i) transmissions over various networks; (ii) changes to conform and adapt to technical requirements of connecting networks or devices; and (iii) transmission to Kayo3PL’s third-party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to operate and maintain the Services. Accordingly, the Client acknowledges and agrees that the Client bears sole responsibility for adequate security, protection, and backup of Client Content. Kayo3PL will have no liability to the Client for any unauthorized access or use of any Client Content, or any corruption, deletion, destruction, or loss of any of Client Content.   

4.6 Maintenance and Security of Equipment. The Client shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access, or otherwise use the Services, including hardware, software, networks, and telephone service. The Client shall also be responsible for maintaining the security of Client equipment and ancillary services, Client Account(s), passwords (including but not limited to administrative and user passwords), files, and for all uses of Client Account(s) or Client equipment and ancillary services.

4.7 Publicity Rights. Kayo3PL reserves the right to use the Client’s name and/or company name as a reference for marketing or promotional purposes on the Site and/or in other communication with existing or potential clients. To decline Kayo3PL this right, the Client must email support@kayo3pl.com stating that the Client does not wish to be used as a reference.

4.8 Technical Support. Kayo3PL may provide, at Kayo3PL’s sole discretion, technical support services, through email, chat, or telephone in accordance with the Client’s selected account management support.

5. Client Obligations and Warranties.

5.1 Use of Services. Subject to the terms and conditions of this Agreement, the Client may access and use the Services only for lawful purposes. All rights, title, and interest in and to the Services (including all intellectual property rights) will remain with and belong exclusively to Kayo3PL. The Client shall not: (i) sublicense, resell, rent, lease, transfer, assign, timeshare, or otherwise commercially exploit or make the Services available to any third party; (ii) use the Services in any unlawful manner, including without limitation in violation of any data, privacy, or export control laws, or in any manner that interferes with or disrupts the integrity or performance of the Services; or (iii) modify, adapt, or hack the Services, or otherwise attempt to gain unauthorized access to the Services or related systems or networks. The Client shall comply with any codes of conduct, policies, or other notices Kayo3PL provides to the Client or publishes in connection with the Services, and the Client shall promptly notify Kayo3PL if the Client learns of a security breach related to the Services.

5.2 Representation. The Client represents and warrants that it is not (a) located in, or a national or resident of, any country that is subject to any trade sanctions or regulations that prohibit the export or import of products or services out of or in to any country where the Client Goods will be arriving directly from, or be delivered directly to, during the Client’s use of Kayo3pl Services or in conjunction with this Agreement,  and (b) not acting on behalf of any person or entity, located in, or a national or resident of, any country that is subject to any trade sanctions that prohibit the export of or import of products or services out of or in to any country where Client Goods will be arriving directly from or be delivered directly to during the Client’s use of Kayo3pl Services or in conjunction with this Agreement. The Client acknowledges and agrees that Kayo3pl fully relies on such representations and warranties, and should the Client become non-compliant in any form whatsoever with any such sanctions or regulations, to inform Kayo3PL promptly of such non-compliance.

5.3 Shipping and Legal Requirements. It is the Client's expressly assumed obligation to ensure that all documentation specifically, separately, and correctly addresses any Legal Requirements related to the Client Goods, the shipping requirements applicable to the Goods, and the instructions required by the Client that arise under this Agreement which apply to Client.  The term “Legal Requirements” shall mean all present and future laws, statutes, ordinances, requirements, orders, directions, rules, and regulations of any kind or nature, whether statutory or common law, including, without limitation, all environmental and safety laws, issued or enforced by any federal, state, provincial, or local authority or agency, which governs or applies in any way to the Goods provided by the Client or the shipping requirements applicable to the Goods that arise under this Agreement.  To the extent there are Legal Requirements or requirements for storage or handling related to Client Goods about which Kayo3PL must know and with which it must comply in order to properly perform the Services or otherwise meet its obligations under and pursuant to this Agreement, The Client shall make Kayo3PL aware of any and all such Legal Requirements in writing no less than sixty (60) days prior to the enactment of such Legal Requirements, particularly to the extent such Legal Requirements relate specifically to the safeguarding, receiving, storing, and handling of Client goods.  Moreover, in the event and to the extent compliance with any Legal Requirement(s) either, prevents Kayo3PL from performing the Services, or materially increases Kayo3PL’s cost(s) to perform such Services, all in accordance with the terms of the Agreement, Kayo3PL shall be excused from such performance without sustaining any liability therefore.

5.4 Client Code of Conduct. The Client agrees that the relationship between the Client and Kayo3PL will be a respectful relationship, and as such, the Client agrees to abide by Kayo3pl’s Client Code of Conduct as follows:

Whether we are meeting face to face, in groups or individually, or communicating by telephone, in emails or social media, we ask our clients to:·        Please show all Kayo3pl staff respect and courtesy;·        Be responsible and be honest with Kayo3pl staff;·        Work with Kayo3pl to help find solutions to any issue;·        Respond to Kayo3pl queries and questions within a reasonable timeframe;·        Help us to provide the best service we can; and·        Keep all information confidential. Kayo3pl will not tolerate:·        Swearing, racist, sexist, homophobic or otherwise offensive language;·        Any form of harassment;·        Any form of verbal or physical abuse, including but not limited to any aggressive, intimidating, threatening or violent, words or behaviour;·        Implicated liability for issues outside of Kayo3pl’s control;·        Defamation of our company or staff online or offline.

Kayo3PL reserves the right to take appropriate action, up to and including account suspension or termination, should any Client, including employees of the Client and contractors hired by the Client, violate this Client code of Conduct.   

5.5 Client Goods. The Client represents, warrants, and covenants that: (i) the Client has the legal power to enter into and to perform the obligations under this Agreement and the person binding the Client to this Agreement on the Client’s behalf has been duly authorized to do so; (ii) the Client is the legal owner of the Goods, including any underlying intellectual property, and/or have lawful possession of the Goods and have the sole legal right to store and thereafter direct the release and/or delivery of the Goods, (iii) Client Goods do not violate Kayo3PL’s Acceptable Products Policy or any applicable laws however relevant to this Agreement); (iv) there are no potential health, safety, or environmental hazards associated with the shipment, warehousing, or fulfillment of the Goods; (iv) Client Goods are not mislabeled, misbranded, adulterated, flammable, hazardous or dangerous materials, explosives, or pesticides as defined under any applicable law relevant to this Agreement; (v) Client Goods are in compliance with Kayo3PL’s Dangerous Goods / HAZMAT Policy; and (vi) the Client’s activities related to the promotion, sale and distribution of the Goods comply with all applicable laws. The Client agrees they will strictly meet or exceed any compliance obligations under these provisions. Kayo3PL may reject Client Goods, at its sole discretion, if Kayo3pl believes Client Goods do not meet the above compliance obligations. Rejected Goods may incur additional fees and/or result in a delay or non-shipment for which Kayo3PL shall not be liable.

5.6 Required Removal & Disposal. Kayo3PL may, at its sole discretion, require the Client to remove unsuitable or unsellable Client Goods from a Kayo3PL Facility. Kayo3PL will notify the Client if any inventory requires removal. Pick fees may also be assessed for labor incurred to remove inventory. If the Client does not remove the inventory within thirty (30) days of receiving a required removal notice, Kayo3PL may dispose of the inventory listed in the required removal notice.  The Client shall not be entitled to any damages or reimbursement for the value of goods disposed of by Kayo3PL if the Client does not promptly remove the goods upon Kayo3PL’s written request.     

5.7 Import Compliance. The Client shall comply with all applicable laws and regulations and bear all costs and responsibilities of importing Client Goods into a respective country or territory. Unless written approval by Kayo3PL has been obtained, the Client shall; deliver Client Goods, Delivered Duty Paid (DDP), to Kayo3PL’s Facility location, be the importer of record and payer of all customs, duties, taxes and other charges in connection with the importation and delivery of Client Goods. The Client shall CLEARLY identify itself on the bill of lading as the “named consignee, in care of “Kayo3PL,” and shall not identify Kayo3PL as the consignee, importer of record or the merchant of record. Beneficial title and interest of all Client Goods shall always remain with the Client, including but not limited to, the period when the Client Goods are stored at a Kayo3PL Facility.

5.8 Fraudulent Orders. It is the Client’s sole responsibility to protect itself from fraud and to pay all Fees related to fraudulent Orders, regardless of whether the Goods are delivered.  

5.9 Tracking Goods and Recalls. If the Client’s Goods have lot numbers and/or expiration dates (“Tracking Data”), then it is the Client’s responsibility to provide the Tracking Data to Kayo3PL in the format set out by Kayo3PL. Kayo3PL is under no obligation to inspect the Goods to collect Tracking Data unless it agrees to do so in a separate written agreement signed by the appropriate people at Kayo3PL. If the Client provides Tracking Data to Kayo3PL as specified, then Kayo3PL will, upon the Client’s written instructions and for an additional fee, manage the Goods on a first expired, first out (“FEFO”) basis. The Client is solely responsible for managing the Client’s inventory to ensure that Goods are delivered to the Client’s customer with adequate shelf life to meet regulatory and commercial requirements. If the Client does not provide Tracking Data to Kayo3PL, then Kayo3PL will not manage the Goods on a FEFO basis. In the event of a recall, a notice from a regulatory authority or some other circumstance that, in Kayo3PL’s reasonable opinion, requires it to stop shipping the Client’s Goods, Kayo3PL will be unable to determine which Goods may be subject to the recall, notice, or circumstance, and all of the Client’s Goods will be deemed to be subject to the recall, notice, or circumstance. Accordingly, Kayo3PL will quarantine all the Client’s Goods at the Client’s sole expense and risk, and Kayo3PL will not be liable for any losses, damages, costs, expenses, fines, or penalties that the Client may sustain related to or arising from the quarantine of the Goods

5.10 Accuracy of Information. The Client is solely responsible for the accuracy of any information provided to Kayo3PL and/or input into the Site or the Kayo3PL Platform. The Client agrees that Kayo3PL shall not be liable for any delay, loss, damage or costs as a result of any inaccurate information provided by the Client to Kayo3PL or any information input incorrectly by the Client into the Site or the Kayo3PL Platform.

5.11 Order Transmission. The Client acknowledges that it is their sole responsibility to ensure a timely and accurate transmission of their order data from their Platform into the Kayo3PL Platform. Kayo3PL will not be responsible for delays in fulfillment due to failure of the Client or the Client’s Platform transmitting the data, or inaccurate and/or incomplete data being transmitted.

5.12 Order Fulfillment and Packaging. The Client acknowledges that it is their sole responsibility to inform Kayo3PL of any special packaging requirements for the Client’s products. Should the Client not provide any specific packaging instructions, Kayo3PL will use their discretion on the appropriate packaging required for shipping the Client’s goods. Where the Client’s goods are fragile, including but not limited to glass, ceramics and liquids, it is the Client’s responsibility to ensure Kayo3PL is supplied with appropriate packaging to meet minimum carrier requirements of such product. Should the Client fail to provide Kayo3PL with said packaging, the Client agrees that Kayo3PL will procure the packaging and the Client will reimburse Kayo3PL the full costs of said packaging. The Client acknowledges and agrees that Kayo3PL will not be responsible for any loss or damage to shipments containing fragile items, nor can Kayo3PL facilitate claims with carriers for such shipments.

5.13 Non-Compliance. The Client acknowledges and agrees that they have read and understood all Kayo3PL Standard Operating Procedures (SOPs) and agrees to be in compliance with all requirements, including but not limited to product labelling, carton labelling, receiving procedures, order fulfillment, packaging and Client haulage requirements. The Client further acknowledges and agrees that they may receive a non-compliance penalty and fine should Kayo3PL continue to incur compliance issues after the second written notice.

5.14 Non-Disparagement and Non-Disclosure. The Client acknowledges and agrees that the relationship between the Client and Kayo3PL is confidential and that the Client will not share or disclose any information pertaining to the party’s relationship, including but not limited to performance, pricing, disputes, operational processes, intellectual property and technology or other Kayo3PL clients, to any third parties without the prior written consent from Kayo3PL. The Client further agrees to not make any disparaging comments or statements about Kayo3PL, its officers or its employees during and after termination of this Agreement.

6. Service Fees and Payments.

6.1 Fees. Unless otherwise specified, the Client shall pay the Fees set out in the Price List
provided during onboarding. For the purpose of this Agreement, Fees are defined as the fees charged by Kayo3PL or third-party fees charged to Kayo3PL for any services rendered to the Client. Third-party fees may include, but are not limited to, postage and other handling fees charged by a Carrier, brokerage, disbursement, duties and taxes, freight charges, insurance premiums, and software costs.  

6.2 Changes to Fees. The Client acknowledges and agrees that due to the nature of the Services, the Fees may be subject to change. Kayo3PL will provide thirty (30) days written notice to any changes to Fees for Kayo3PL Services unless the Client and Kayo3PL have a Contractual Agreement which in that case fee changes will be subject to the terms of the Contract. Your continued use of the Services following the effective date of any Fee increase will mean you accept and agree to pay the increased Fees. If any changes to the Service Fees are unacceptable to the Client, the Client has the right to terminate the Agreement in accordance with Section 15 of these Terms of Service so long as there is not a Contract in place.

6.3General Rate Increases (GRI) and Carrier Surcharges. Kayo3PL may pass through to the Client any General Rate Increases (GRI) or surcharges charged by Carriers, including but not limited to fuel, dangerous goods, and peak season, and other surcharges. Kayo3PL agrees to use commercially reasonable efforts wherever possible to provide notice of any such increases. Notwithstanding the foregoing, in the event any Carriers are impacted by a Force Majeure Event, if Carriers impose surcharges, Kayo3PL will pass through such surcharges and provide the same notice, if any, that Kayo3PL receives

6.3 Currency conversion. Due to the nature of currency exchange fluctuations, the currency exchange used by Kayo3PL during the billing and invoicing process will be at the sole discretion of Kayo3PL and only utilized where a currency exchange is required.

6.4 Pricing Quotations. Pricing quotations are estimates based on the best information available at the time the quote is made to the Client. Unless otherwise specified, all dollar amounts stated in this Agreement and the Site will be in the currency chosen by the Client during onboarding. The Fees the Client will be required to pay will be based upon factors including, but not limited to, the quantity and nature of Goods tendered, the work performed, the delivery address, and carrier service level requested during the order submission. Kayo3PL reserves the right to bill any additional fee incurred at any time after the Services are rendered. Kayo3PL does not accept liability for any carrier shipping rate discrepancies due to inaccurate or incomplete information, such as dimensions and weights.

6.5 Reimbursement of Taxes, Chargebacks, and Related Fees. The Client acknowledges that they are responsible for, and agrees to reimburse Kayo3PL for all sales taxes, transportation taxes, Service Fees, reversals, chargebacks, claims, fees, fines, penalties and other liabilities incurred by Kayo3PL.

6.6 Customs, Duties and Taxes and Transaction Taxes. Customs, Duties, and Taxes (“CDT”) on any international shipment charged by a Carrier are the Client’s sole responsibility and will be charged back to the Client regardless of whether such taxes were or were not requested to be billed to the Client, were or were not accounted for in the initial estimate, or whether the Order was or was not delivered. The Client acknowledges and agrees that all Service Fees, charges, and any other amounts charged by Kayo3PL to the Client are exclusive of applicable value-added, sales/use or inventory, CDT, and service taxes (“Transaction Taxes”), which may be levied in connection with the Services provided by Kayo3PL. Where applicable, the Client shall pay all Transaction Taxes and indemnify and hold harmless Kayo3PL from all claims and liability arising from such Transaction Taxes.

6.7 Payment Options. Kayo3PL accepts a variety of payment methods including bank transfer and ACH (free), credit and debit cards (subject to additional service or administrative fees) or wire transfer (subject to additional service or administrative fees).

6.8 Payment Terms, Interest, and Revocation of Discounts. Payment terms are set by Kayo3PL during onboarding. Clients without a contractual agreement will be required to prefund their account with a predetermined amount set by Kayo3PL. Kayo3PL reserves the right to review and revise the deposit amount at its discretion and without prior notice. Clients on a contractual agreement will be extended credit terms solely at the discretion of Kayo3PL and reserves the right to change or revoke those credit terms at any time without prior notice at its sole discretion. Unpaid invoice balances shall accrue interest commencing on the sixth (6th) day after the due date on the invoice until paid in full. The interest rate shall be determined by the country in which the Services were performed. The interest rate for the United States and Canada is 18% APR. If the interest rate is determined to exceed permitted rates of interest in a particular country, Kayo3PL shall be entitled to collect the maximum interest rate permitted by law in that jurisdiction.

7. Fulfillment Services. 

7.1 Inbound Shipment Instructions. Prior to any inbound shipment of Goods arriving at a Kayo3PL Facility, the Client must follow Kayo3PL’s Advanced Receiving Notice (“ARN”) instructions to provide Kayo3PL ( through the Kayo3PL Platform) advance notice for inbound goods prior to arrival at a Kayo3PL Facility. All inbound shipments shall be properly labelled and clearly identify the units and quantities of carton, case, or master case. The Client represents and warrants that the information set forth on any shipment or delivery document, including, without limitation, information as to count, weight, description, and condition of Client Goods, is accurate and complete and may be relied upon by Kayo3PL. Any inbound inventory received that does not follow the ARN instructions as determined by Kayo3PL will be classified as an Advanced Receiving Compliance Failure and subject to delays and additional Fees.

7.2 Verification and Inspection.  Per Kayo3PL’s operations and errors policy, Kayo3PL may, at its sole discretion, verify the quantity of Client Goods and inspect such Goods for any damage. The Client acknowledges and agrees that Kayo3PL has no obligation to verify the quantity, content, condition, or quality of the Goods delivered for storage and/or delivery. The Client has the option to request a full inventory count on arrival of your Goods subject to Kayo3PL’s applicable fees. Kayo3PL may reject storing and/or delivering Client Goods that Kayo3PL deems, in its sole discretion, to be improperly labelled or packaged or Client Goods that contain any hazardous or illegal material or that appear to be adulterated (including adulteration by any insect or other hazardous infestation). 

7.3 Outstanding and Pending Orders. If there are any outstanding or pending Orders that need to be fulfilled, the Client shall notify Kayo3PL of the number of Orders to be sent initially and the expected timeline of processing such Orders. Kayo3PL reserves the right to adjust the timeline based on available resources.

7.4 Returns. All non-Carrier related returns, international and domestic, must follow the Return Policy, which may be updated from time to time. The Client shall be solely responsible for any Fees and any additional Carrier fees, including without limitation shipping, brokerage, or returns processing fees, for Client Goods that are returned to Kayo3PL Facility for any reason whatsoever. Custom returns may be rejected and/or subject to additional fees.

7.5 International Returns. International shipments that are not delivered are often returned by the Carrier and assessed return shipping, brokerage, and returns processing Carrier fees that are billed through to the Client, often without notice. Kayo3PL will make reasonable efforts to circumvent international returns or abandoned inventory at the Client’s request; however, Kayo3PL reserves the right to charge the Client fees up to the value of the original Carrier shipping cost plus a fifteen percent (15%) administrative fee, including all costs and expenses of returns.

7.6 Transfers between Kayo3PL Facilities. The Client agrees that Kayo3PL may, in its sole discretion, remove and transfer Client Goods at any time for any reason, including without limitation optimization of Kayo3PL’s fulfillment network, to another Kayo3PL Facility within the same country.

7.7 Restricted Access to Kayo3PL Facilities. For confidentiality, security and liability reasons, the Client is not permitted to enter Kayo3PL’s Facilities or access Client Goods while stored at a Kayo3PL Facility, without reasonable advance notice and prior express written consent from Kayo3PL. If the Client is granted access, the Client will be required to sign a liability waiver and will be monitored during the access period. Kayo3PL may terminate access if, in its reasonable discretion, the Client’s access may present a safety risk to any person or property, unreasonably interferes with Kayo3PL operations or if the Client fails to observe any site rules or requirements.

7.8 Warehouseman’s Lien. The Client agrees and acknowledges that Kayo3PL maintains an actual or constructive general and continuing warehouseman’s lien and security interest (the “Lien”) for all Client Goods in such Kayo3PL Facility’s possession or control, regardless of whether a specific receipt is issued, to cover all charges, expenses, costs, and Service Fees set forth in this Agreement. In the event a Kayo3PL Facility is required to exercise a lien or security interest, the Client shall be responsible for all necessary and reasonable costs incurred by Kayo3PL to enforce the lien or security interest, including, but not limited to, reasonable legal fees and court costs. The Client will execute any and all agreements and documents so that the Kayo3PL Facility may obtain, perfect, and maintain the lien rights and security interest in the Client Goods. The Client will also execute any and all documentation to permit Kayo3PL to perfect such liens. 

7.9 Temperature and Humidity Levels. Unless otherwise agreed to in writing by Kayo3PL, Kayo3PL does not represent, warrant or guarantee that any Kayo3PL Facility will maintain a specific temperature range or humidity level, nor shall Kayo3PL be liable for any fluctuations. 

8. Service Level Agreement.

8.1 Kayo3PL SLAs. Kayo3PL offers service level agreements (“SLAs”) to clients on a term contract only. Each Client’s SLA documentation (if applicable) can be found within the Kayo3PL Platform.

8.2 Peak Season SLA Increases, Promotion and Bulk Orders. Kayo3PL’s SLAs are subject to vary during Peak Season. Any modifications to the SLA will be communicated to the Client in advance unless otherwise detailed in the Kayo3PL Platform. Order spikes due to promotion and/or pre-order may experience an extended SLA should the Client not give reasonable advance notice to Kayo3PL of said anticipated spike.

8.3 SLA Exclusions.  SLAs shall not apply: (i) to Orders received on Kayo3PL Holidays, (ii) for Goods not currently in stock; (iii) for improperly labelled Goods; (iv) for Orders when volume forecasts, for either Orders or units, have not been timely provided or for Orders when the volume per facility exceeds 20% of the thirty (30) day average number of Orders shipped from that facility; (v) to Orders received during a force majeure event; (vi) cross-border shipments; (vii) to Orders received when Client invoices are past due; (viii) to Orders received during an inventory cycle count or additional physical inventories; (ix) when the Client has failed to provide updated or accurate information regarding its Goods on the Kayo3PL Platform or to Kayo3PL; (x) data entry errors; (xi) when Orders are materially affected by the negligent act or omission of a third-party under the Client’s actual or constructive control; and (xii) the first thirty (30) days of fulfilling Orders.

9. Transportation and Carriers.

9.1 Carrier Relationships. The Client understands and agrees that Kayo3PL acts solely as a federally licensed broker (USDOT# [CONTACT US] and MC ​ [CONTACT US] ) who arranges for licensed carriers to transport the Goods. For avoidance of doubt, Kayo3PL is not a carrier, and it will only arrange for Carriers to perform the carriage of the Client’s goods. Kayo3PL ensures that all carriers shall (i) have active federal and state operating authority; (ii) have at least $100,000 of cargo insurance (provided, however, Kayo3PL makes no representations regarding the scope of such coverage).

9.2 Carrier Selection. The Client will indicate by way of their Shopping Platform or Kayo3PL Platform either a specific Carrier or the expected speed of delivery (ie standard, two day, overnight). Kayo3PL shall use its proprietary technology and reasonable efforts to select the lowest cost method to ship the Client’s goods that meet the shipment requirements chosen by the Client. The Client acknowledges that the shipping cost is directly impacted by the delivery address, fuel costs, weights and dimensions of the shipment, and that the costs are not set by Kayo3PL but rather each individual carrier. In the event the Client chooses a specific carrier to perform the delivery, and the carrier selected cannot transport the goods or cannot provide the service for another reason (example strike or work stoppage, or does not service delivery area), or if Kayo3PL is unable to purchase the shipping label for the carrier due to technical difficulties, Kayo3PL will use commercially reasonable efforts to select  an appropriate alternative carrier for the affected shipment. Kayo3PL does not act as an agent for the Client in respect of any aspect of this Agreement including the engagement of any carrier.

9.3 Loss and Damage Claims. Kayo3PL shall not be held liable for any loss or damage incurred to the Client’s goods once in the possession of the carrier. Any claims for loss or damage to the Client’s goods while in the care of Kayo3PL are subject to the limitations of liability specified in Section 18 of these Terms of Service. Kayo3PL will facilitate all claims with carriers that occurred after leaving a Kayo3PL facility, however Kayo3PL is not responsible or liable for said loss or damage.

9.4 Carrier Performance. Kayo3PL will use commercially reasonable efforts to facilitate each Carrier’s agreement that such Carrier: (a) has the necessary approvals, authorities, licenses, and insurance to provide the shipping services; (b) will comply with all federal, state, provincial, and local laws, regulations, and ordinances including, but not limited to, safety laws and regulations and (c) will maintain insurance as required by law. Notwithstanding the foregoing, Kayo3PL will not assess or guarantee the suitability, legality, or ability of any Carrier. The Client agrees that Kayo3PL is not responsible or liable for the performance of any carrier or subcontractor as applicable in connection with the Services.

9.5. Shippable Addresses. The Client is solely responsible for the accuracy and deliverability of the shipping address provided for each Order. Kayo3PL has no obligation to verify any shipping addresses provided by the Client and reserves the right to put the Order on hold if addresses cannot be validated. If Kayo3PL provides an Order shipping estimate based on an address later discovered to be inaccurate, incomplete, or undeliverable for any reason, the Client is solely responsible for any applicable address correction fees, any difference in Carrier shipping cost, costs for return transportation, and any other costs. Examples of discrepancies for which the Client is responsible include but are not limited to, incomplete addresses, incorrect addresses, undeliverable addresses, commercial/residential address status, and rural address status.

9.6 Freight and Accessorial Charges. In addition to freight charges, Freight Carriers may invoice Kayo3PL for accessorial charges which may include, but are not limited to, charges for dropped trailers, trucks ordered but not used, stop-offs, detention, liftgate and other special equipment, and drive unloading/lumper fees (“Accessorial Charges”). The Client agrees that in addition to the charges included on any Kayo3PL quote for Services, the Client shall also be obligated to pay Kayo3PL all Accessorial Charges that Kayo3PL pays to Carriers.  

9.7 Client Haulage. Kayo3PL is not liable for any loss or damage to Goods that occurs during Client Haulage. “Client Haulage” is defined as any instance in which the Client, either a) directly or indirectly through an intermediary other than Kayo3PL, engages a carrier to perform transportation services of any kind, and/or b) purchase a parcel shipping label using The Client’s own account with a carrier or through a third party (i.e., not Kayo3PL). Kayo3PL’s liability for Goods transported through Client Haulage begins when Kayo3PL unloads Goods from the trailer (i.e., inbound Client Haulage) and ends when Goods are loaded on a trailer (i.e., outbound Client Haulage).   

10. Confidentiality and Publicity.

10.1 Confidentiality Information. Kayo3PL and the Client have each developed certain confidential and proprietary information (“Confidential Information”) including, but not limited to, financial statements, financing documents, trade secrets, new products, copyrights, computer software, documentation, specifications, systems, hardware, concepts, designs, configurations, schedules, costs, performance features, techniques, copyrighted matter, patentable and patented inventions, plans, methods, drawings, data, tables, calculations, documents or other paperwork, computer program narratives, flow charts, source and object codes, business and marketing plans, dealings, arrangements, objectives and locations. Confidential Information shall only include such information which is either explicitly designated as “confidential” at the time of disclosure or, by its nature, is reasonably identifiable as confidential. For purposes of this Agreement, a party disclosing the Confidential Information is the “Discloser,” and a party receiving the Confidential Information is the “Recipient.” Confidential Information shall not, however, include any information that Recipient can establish: (i) was publicly known or made generally available without a duty of confidentiality prior to the time of disclosure to Recipient by Discloser; (ii) becomes publicly known or made generally available without a duty of confidentiality after disclosure to Recipient by Discloser through no action or inaction of Recipient; (iii) is in the rightful possession of Recipient without confidentiality obligations at the time of disclosure by Discloser to Recipient as shown by Recipient’s then-contemporaneous written files and records kept in the ordinary course of business; or (iv) is independently developed by Recipient without use of or reference to Discloser’s Confidential Information, as shown by written records and other competent evidence prepared contemporaneously with such independent development.

10.2 Disclosure of Confidential Information. Confidential Information disclosed hereunder shall at all times remain, as between the parties, the property of the Discloser. No license under any trade secrets, copyrights, or other rights is granted by this Agreement or any disclosure of Confidential Information hereunder. Recipient may disclose Confidential Information to its officers, directors, employees, contractors, affiliates or representatives (“Representatives”) who (i) are required to have the Confidential Information in order for the Recipient to perform its obligations under these Terms of Service, (ii) are informed of its confidential nature, and (iii) are subject to confidentiality obligations at least as protective of the Confidential Information as these Terms of Service. The Recipient shall take reasonable measures to protect the secrecy of and avoid disclosure and unauthorized use of the Confidential Information. Without limiting the foregoing, the Recipient shall take at least those measures it employs to protect its own Confidential Information of like importance and shall use no less than a reasonable degree of care in protecting such Confidential Information. The Recipient shall promptly notify Discloser of any unauthorized use or disclosure or suspected unauthorized use or disclosure of Confidential Information.

10.3 Injunctive Relief. The Recipient agrees that any violation or threatened violation of this Agreement will cause irreparable injury to the Discloser, entitling the Discloser to obtain injunctive relief in addition to all legal remedies without showing or proving any actual damage and without any bond being required to be posted.

10.4 No Publicity Rights. The Client shall not, without the prior express written consent of Kayo3PL, (a) issue any statement, printed material or other communication acknowledging its relationship with Kayo3PL or its affiliates, or (b) use Kayo3PL’s or its affiliates’ name or logo in any manner during and/or after termination of Services.

11. Indemnification. The Client shall defend, indemnify, and hold harmless Kayo3PL from and against any claims, actions or demands, liabilities, including court costs and legal fees, tax obligations, fines, and penalties, including without limitation reasonable legal and accounting fees and expenses, arising or resulting from: (a) Client breach of this Agreement; (b) Client Content; (c) the Client negligence, fault, omissions, or willful misconduct; (d) Client fraud or misrepresentation in connection with the Services; (e) any product liability, infringement, or mislabeling claim arising from Client Goods; or (f) Client misuse of the Services (“Claims”). Kayo3PL shall provide notice to the Client of any Claim. Kayo3PL reserves the right to assume the exclusive defense and control of any third-party Claims which are subject to indemnification under this Section. In such case, the Client agrees to cooperate with any and all reasonable requests assisting Kayo3PL’s defense of such Claim. This indemnity shall include, without limitation, all Claims in tort, contract, by statute or otherwise, including Claims for personal injury, including death, and actual or tangible property damage.

12. Insurance. The Client agrees that Client Goods are not insured against loss or damage by Kayo3PL at any time or location whatsoever.  The Client may request, in writing to Kayo3PL, to add insurance on Client Goods that the Client wishes to be covered, in which case the Client will be subject to an increased charge for such insurance coverage.  No such insurance coverage shall be valid unless such insurance has been fully paid for by the Client prior to any claim for loss or damage or destruction to all or any portion of the Client Goods.  Unless such insurance is requested in writing to Kayo3PL by the Client and fully paid for by the Client prior to any claim for loss or damage or destruction to all or any portion of the Client Goods, the Client is solely responsible for obtaining any and all insurance coverage for Client Goods at the Client’s sole expense.  Kayo3PL does not represent, warrant, or guarantee that such insurance coverage will cover all or a portion of the Client’s Goods in the event of loss or damage.  The Client agrees that Kayo3PL shall not be responsible or liable should reimbursement for loss or damage is insufficient or denied. The decision to purchase insurance and its expense is the Client’s decision alone.  All such insurance is provided by third-party insurance carriers or brokers as selected by the Client.  Kayo3PL does not and will not sell insurance and shall not be deemed an insurance provider.  Notwithstanding the Client’s purchase of such insurance coverage, in the event of loss, damage, or destruction of Client Goods for which Kayo3PL may be found to be legally liable, the Client agrees that Kay3PL’s liability shall not exceed the Client Goods loss or damage cap set forth in Section 14 of these Terms of Service. 

13. Disclaimers.

13.1 General Disclaimer.  The services, including the Kayo3PL platform and warehouse management system, and all server and network components, are provided on an “as is” and “as available” basis without any express or implied warranties of any kind, and Kayo3PL expressly disclaims any and all warranties, whether express or implied, including, but not limited to, the warranties of merchantability, title, fitness for a particular purpose, and non-infringement.  Except as expressly set forth in this Agreement, the Client acknowledges that Kayo3PL doe not warrant that the services will be uninterrupted, timely, secure, error-free, or virus-free, nor does Kayo3PL make any warranty as to the results that may be obtained from use of the services, and no information, advice, or services obtained by the Client from Kayo3PL shall create any warranty not expressly stated in this Agreement.

13.2 Services Disruption. Kayo3PL Services may be temporarily unavailable for scheduled maintenance or unscheduled emergency maintenance or because of other causes beyond our reasonable control. Kayo3PL shall use reasonable efforts to provide advance notice of any Kayo3PL Services disruption. Kayo3PL shall not be liable for any such unavailability or disruption of Services.

13.3 Delays or Non-Delivery by Third-Parties, including Carriers. Kayo3PL shall not be liable or responsible for any delays in domestic or international shipments of Goods or Orders, and Kayo3PL is, without limitation, not responsible or liable for non-delivery or late delivery of Goods caused by third parties, including Carriers.

14. LIMITATION OF LIABILITY.

14.1 CARRIER POSSESSION OF GOODS. The Client acknowledges and agrees that when carriers are in possession of Client Goods, carriers, and not Kayo3PL, are solely responsible for any actual or alleged harms sustained by the Client or by Client Goods as determined under applicable law. Subject to the foregoing, goods that are lost or damaged by a carrier will be managed in accordance with Section 9.3 of these Terms of Service. Note: Kayo3PL will only reimburse the Client for a claim if and after Kayo3PL has received payment for that claim from the carrier responsible for the loss or damage.

14.2 INDIRECT, SPECIAL, EXEMPLARY, CONSEQUENTIAL, OR PUNITIVE DAMAGES. Under no circumstances and under no legal theory, whether in contract, tort, by statute or otherwise, shall Kayo3PL be liable to the Client or any third party for any indirect, incidental, special, exemplary, consequential, or punitive damages, including lost profits, lost sales or business, or lost data.  For avoidance of doubt, Kayo3PL is not liable for any direct damages, costs, losses, or liabilities in excess of the Client Goods damage cap or the aggregate liability cap set forth below, whichever is the lesser amount.

14.3 SHRINK ALLOWANCE. Handling of goods within Kayo3PL facilities may result in loss or damage of goods. Kayo3PL maintains high operational standards, however Kayo3PL facilities may experience concealed shortages, product damage, mislabeled goods, mis-picked goods and/or cross-shipments. The Client agrees that Kayo3PL will have a 1% shrink allowance calculated as total net units divided by total inbounded units, measured on a rolling twelve (12) month basis. Any amount of shrink below this 0.5% threshold constitutes acceptable operational variance and is not reimbursable. Claims for losses within the shrink allowance will be denied and only claims for operational losses exceeding this allowance will be eligible for review. Reimbursement for claims is at the sole discretion of Kayo3PL and will be based on declared values provided by the Client in the Kayo3PL platform.

14.4 MAXIMUM LIABILITY. In the event that Kayo3PL is found legally liable for loss or damage to Client Goods, the Client agrees that Kayo3PL’s maximum liability for any such Client Goods loss or damage, including loss from any Client Goods count inaccuracies, will be limited to the actual product value of the lost or damaged Client Goods, which shall be measured by the original purchase invoice from the manufacturer or supplier, subject to a cap of 5% of the total product value or one month of the average billable storage, whichever is lower (“Client Goods Damage Cap”).  Furthermore, Kayo3PL’s maximum aggregate liability to the Client for any claims, notwithstanding the nature or grounds for all claims, including the breach of this Agreement by Kayo3PL, shall not exceed $2,000. The provisions of this Section allocate the risks under this Agreement, and the Kayo3PL and the Client have relied on these limitations in determining whether to enter into this Agreement. 

14.5 IMPLIED WARRANTIES. Some jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, which means that some of the above limitations may not apply to the Client.  In these jurisdictions, Kayo3PL’s liability will be limited to the greatest extent permitted by law under the terms of this Agreement.

14.6 EXCLUSIVE REMEDY. The Client Goods damage cap set forth in this Section shall be the client’s sole and exclusive remedy against Kayo3PL for any claim or cause of action whatsoever relating to loss, damage, and/or destruction of Client Goods, and shall apply to all claims, including Client Goods shortage or any other claims relating to the services, including any conversion or theft claims.   

15. Termination.

15.1 Termination Rights. The Client has the right to terminate this Agreement at any time, provided the Client does not have a term Contract, a balance due or past due. The Client may commence account termination by sending a termination request to support@Kayo3PL.com. Kayo3PL requires ninety (90) days written notice for account closures and final invoicing, with the exception of Peak Season, defined as dates between November 1st and January 5th. Termination Notice received during Peak Season will commence until the next business day following January 5th. Kayo3PL may terminate this Agreement for Clients not in a term contract, at our discretion and with or without cause, at any time by providing thirty (30) days written notice to the administrative email address associated with the Client Account. Kayo3PL reserves the right to immediately modify, suspend, or discontinue, temporarily or permanently, the Kayo3PL Services or the Client Account (or any part thereof) if the Client is in breach of this Agreement or any term of a Kayo3PL Policy.

15.2 Default. The Client’s failure to pay Fees or other indebtedness owed to Kayo3PL on or before the due date on the Client’s invoice is a material breach of this Agreement and constitutes a default of the Client’s obligations under this Agreement. Kayo3PL will notify you via the Client’s Registered Email Address that they are in default. If the Client is in default, then all amounts owed to Kayo3PL (the past due balance and any other pending invoiced charges) are immediately due and payable and the Client’s total account balance will begin to accrue interest in accordance with Section 6.8. To cure default, the Client must pay all amounts owing to Kayo3PL immediately upon of the notice of default. Failure to cure the Client’s default, Kayo3PL may, in its sole discretion, suspend the Client’s account, refuse to release any of the Client’s Goods (including, but not limited to, fulfilling any Orders from the Client’s customers), and/or exercise any other remedies that Kao3PL may have under this Agreement. Without limiting the foregoing, if the Client fails to cure the default within sixty (60) days of notice of default, then Kayo3PL may, in its sole discretion, exercise its right to sell or otherwise dispose of your Goods at your cost as specified in Section 7.8.

15.3 Consequences of Termination. Kayo3PL shall follow the process as set forth in Section 15.5 to transition services to the Client or Client’s designee. All rights to payment shall survive termination or expiration of this Agreement. Any provision of this Agreement that expressly or by implication is intended to come into or continue in force on or after termination or expiry of this Agreement shall remain in full force and effect. Client access to the Kayo3PL Platform will be removed upon termination of this Agreement and all Client Content may be permanently deleted by Kayo3PL.

15.4 Administration and Legal Costs. Should the Client opt to involve attorneys to alter this Agreement, Account Closure Process or Release Form, Kayo3PL reserves the right to bill back any and all fees incurred, but not limited to, Kayo3PL administration time and Kayo3PL’s attorney fees.

15.5 Termination, Account Closure and Removal of Goods Process. The following steps 15.5.1 through 15.5.7 outline the procedure for account closure and removal of goods. This process and release form are not negotiable and may not be altered for any reason.

15.5.1 Notice. Email support@kayo3pl.com providing ninety (90) days written notice of termination.

15.5.2 Payment Terms. Upon receipt of termination notice, any and all extended payment terms will be revoked and the Client Account will be required to prepay for services to be rendered. The prepayment amount will be set by Kayo3PL and communicated to The Client. Kayo3PL reserves the right to monitor and adjust the prepayment as necessary to cover the fees for services ongoing. Prepayments may be made via ACH, Bank Transfer, EFT or E-transfer, or Wire Transfer only and subject to any fees as set forth in Section 6.7. Fulfillment services will be halted until prepayment is received. Should the Client not fully and timely pay any fees owed, the Client goods will be handled in accordance with section 7.8.

15.5.3 Account Closure and Release Form. Upon receipt of termination notice, Kayo3PL will send via DocuSign its Account Closure and Release Form (the “Form”). The Client acknowledges and agrees that an authorized member of the Client’s organization will sign the Form and further agrees that all members of the Client’s organization will be bound by the terms set forth in the Form.

15.5.4 Services. Upon receipt of prepayment and signed Release Form, all Kayo3PL Services will proceed as outlined in this Agreement for sixty (60) days from termination notice. Kayo3PL SLA is revoked and no longer applicable for The Client. During the final thirty (30) days of the notice period, all fulfillment services will be halted.

15.5.5 Pack Up of Goods. Within the final thirty (30) days of the notice period, Kayo3PL will begin packing up Client goods to prepare them for removal from all Kayo3PL facilities. Kayo3PL will use its sole discretion for materials and methods used for packing goods, ensuring efficiency and safety of Kayo3PL staff and no damage to Client’s Goods. Kayo3PL does not provide pallet or carton content details and goods may not be packed in a specific order.

15.5.6 Invoicing and Payment of Fees. Kayo3PLwill continue to issue standard invoices during the first sixty (60) days of the notice period. Prior to the Client removing the Goods, the Client shall pay (or pre-pay, as the case may be) Kayo3PL all current fees outstanding for Services and a good faith estimate of fees that may become due for Services that will be incurred as a result of removing all Goods from Kayo3PL facilities. Within sixty (60) days of removal of Goods, Kayo3PL will remit to you any surplus paid in respect of the fees for Services for removal of all Goods from Kayo3PL facilities, to the extent that the actual fees are less than the amounts paid by you to Kayo3PL, and you must pay Kayo3PL any deficiency in respect of the fees for the Services for removal of all Goods from Kayo3PL’s facilities, to the extent that the actual fees are greater than the amounts paid by you.

15.5.7 Release and Removal of Goods. Prior to the end of the termination notice period, Kayo3PL will provide the client with the packing information required for the removal of Client Goods. The Client shall, at its own cost, arrange transportation by either courier (such as UPS or FedEx) or a licensed and insured Carrier in an appropriate dock high truck. Kayo3PL does not allow the Client to pick up their Goods directly from any Kayo3PL facility. Client Goods must be removed from all Kayo3PL facilities within 3 business days of notice of release and the Client must provide Kayo3PL with appropriate shipping labels or Bill of Lading (BOL) at least 24 hours prior to pick up. Any goods not picked up within this timeframe may be disposed of at the discretion of Kayo3PL.

16. Cross-Bording Shipping Requirements and Using Kayo3L’s Free Trade Zone (FTZ).

16.1 Labelling. All products must conform to labelling requirements of the destination country, including but not limited to Country of Manufacture identification. These markings must be clear and accurate. Any product found to be missing required information or false information may be denied entry into the country and subject to fines and penalties. The Client agrees to reimburse Kayo3PL any fines and penalties assessed due to non-conformance and reimburse any and all legal and administrative costs incurred by Kayo3PL for the handling of improperly labelled products.

16.2 Declared Value and Country of Origin. The Client is responsible for entering a Declared Value and Country of Origin for each of their SKUs within the Kayo3PL Platform at the time of product creation. This declared value is the price the Client pays to their supplier for the goods. The Country of Origin is where the product was manufactured. The Declared Value and Country of Origin directly impact the duties and tariffs assessed by the importing country. The Declared Value and Country of Origin must be a true and accurate representation of what the Client paid for the goods and where the goods were made. Kayo3PL reserves the right to request invoices from the Client to substantiate and validate the information entered in the portal. Entering false information in the Kayo3PL platform and/or failure to provide the requested invoices in a timely manner will result in a fine of $50,000 USD per infraction and the refusal by Kayo3PL to facilitate cross-border shipments. Kayo3PL also reserves the right to file amendments to previous entries completed for cross-border shipments, correcting the Declared Value to match the Client’s retail value and the Client agrees that it will pay all additional fees including but not limited to duties, tariffs, penalties, interest and brokerage charges resulting from these adjustments.

16.3 Harmonization Codes. Every product entering into a foreign country must have an appropriate Harmonization Code (“HS Code”). The Client will assign the appropriate HS Code to their product within the Kayo3PL Platform at the time of product creation. The Client acknowledges it is their responsibility to ensure the HS Codes on their account are an accurate representation to Kayo3PL and agrees to notify Kayo3PL immediately should the Client have concerns about the HS Codes available within their account. Kayo3PL will provide guidance on HS Codes and resources for HS Codes within Canada and the United States however Kayo3PL will not be liable or responsible for inaccurate codes created by the Client. 

16.4 Manufacturing Information. Kayo3PL requires the Client to provide the name and address of each of their manufacturers within the Kayo3PL Platform to ensure it always has the necessary information on hand to comply with customs regulations for all countries. Kayo3PL will keep this information confidential and will only provide this information to its customs broker and government agencies when requested.

16.5 Product Compliance. The Client acknowledges and agrees that its products comply with all laws and safety requirements within the countries for which the Client is requesting Kayo3PL to ship its goods. The Client further agrees that its products are not infringing on any trademarks, patents or copyright laws, that its products are not manufactured in any forced labor camps, and that its products are not illegal or banned for sale within any countries the Client is requesting Kayo3PL ship its goods.

16.6 Duties and Tariffs. The Client acknowledges that Kayo3PL does not set or have control over the duties and tariffs assessed on its products when imported into another country. And the Client further acknowledges that the duty and tariff rates may change at any time without any notice. The Client agrees that it will reimburse Kayo3PL for any and all costs associated with importing its Goods into another country, including but not limited to Brokerage fees, disbursement fees, duties, tariffs, taxes and processing fees. The Client acknowledges that Kayo3PL is not the customs broker and that Kayo3PL is simply passing through any charges assessed by a customs broker or government agency. Where possible, Kayo3PL will assist the client with inquiries on import charges however Kayo3PL is not liable and will not reimburse the Client for any fees which the Client believes were incorrectly charged. Kayo3PL reserves the right to bill back any administrative costs or additional fees incurred when handling such inquiries.

16.7 Goods Entering and Leaving a Kayo3PL FTZ. In order for goods to enter a Kayo3PL FTZ, Kayo3PL must be the Importer of Record (“IOR”) and the appropriate Commercial Invoice format including the Kayo3PL FTZ License Number must be utilized with the customs broker.  The Client acknowledges that Kayo3PL can only guarantee proper application of its FTZ License by utilizing Kayo3PL to arrange the incoming freight transportation and customs clearance of the Client’s Goods. The Client agrees that should they arrange the freight on their own, Kayo3PL cannot guarantee application of the FTZ License and that any import fees will be the responsibility of the Client. The Client further agrees to reimburse Kayo3PL for any import fees charged to any Kayo3PL account along with any administrative costs Kayo3PL incurs in facilitating the payment. Kayo3PL will not be able to reclaim or recover any import fees which have been billed due to improper application of our FTZ license. 

16.8 Customs Audits and Documentation. The Client acknowledges that at any time Kayo3PL may be required to provide documentation to a government agency as part of an audit. The Client agrees to fully cooperate with Kayo3PL and provide any and all requested documentation in a timely manner. This cooperation shall continue even after termination of this Agreement. Should the Client fail to cooperate or provide Kayo3PL with the requested documentation, Kayo3PL reserves the right to charge the Client a penalty of $50,000 USD and the Client agrees to reimburse Kayo3PL any penalties or fines received from any external agencies along with any administrative costs incurred above and beyond the fines charged by Kayo3PL.

16.9 Refunds of Duties or Tariffs. The Client acknowledges that where Kayo3PL acts as the Importer of Record, Kayo3PL is solely entitled to any and all refunds of duties or tariffs. Kayo3PL agrees to pass along these refunds to the Client, minus an administration fee of up to 20% of the value of the refund, so long as the Client’s account is still active and receiving Kayo3PL Services. The Client agrees that once its account is terminated with Kayo3PL, any refunds will remain in the sole possession of Kayo3PL.

17. Assignment. The Client may not assign or transfer this Agreement without the prior written consent of Kayo3PL, which will not be unreasonably withheld or delayed. Kayo3PL may assign or transfer this Agreement, in whole or in part, without restriction. This Agreement is binding upon and will inure to the benefit of the successors and permitted assigns of the parties.

18. General Provisions.

18.1 Entire Agreement. To the extent permitted by law and subject to the Non-Excludable Rights, both parties agree that this Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications, representations, and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be agreed in writing signed by both parties, except as otherwise provided herein. The Client acknowledges that this Agreement is a legally enforceable contract between them and Kayo3PL, even though it is electronic and is not physically signed by them and Kayo3pl, and it governs the Client’s use of the Services.

18.2 Severability. If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect, and enforceable.

18.3 No Waiver. The failure of either party to exercise or enforce any right or provision of this Agreement shall not be a waiver of that right. 

18.4 No Agency or Partnership. No agency, partnership, joint venture, or employment is created as a result of this Agreement, and the Client does not have any authority of any kind to bind Kayo3PL in any respect whatsoever.

18.5 Conflict of Terms. Except as specifically set forth in an agreement signed by Kayo3PL, the terms of this Agreement shall take precedence over any contrary or conflicting terms in any other agreement relating to the Services. 

18.6 Notices. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when sent, if transmitted by email; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; upon the date of delivery as confirmed by the third party postal provider; or if sent by certified or registered mail, upon the date of delivery as confirmed by the third party postal service provider.   

18.7. Force Majeure. Kayo3PL shall not be liable for default in the performance or discharge of any duty or obligation under this Agreement when caused by acts of God, hurricanes, tidal waves, floods, tornadoes, cyclones, wind storms, earthquakes, pandemics, epidemic, disease, public enemy, civil commotion, strikes, labour disputes, work stoppages or other difficulties within the workforce, failure to provide power by the utility provider, intentional or malicious acts of third persons or any other organized opposition, corruption, depredation, accidents, explosions, fire, water sprinkler leakage, moths, vermin, insect, seizure under legal process, embargo, prohibition of import or export of goods, closure of public highways, railways, airways or shipping lanes, governmental interference or regulations, or other contingencies, similar or dissimilar to the foregoing, beyond the reasonable control of the affected party. All Client Goods are stored, handled, and transported at the Client’s sole risk of loss, damage, or delay caused by any of the above.

19. Governing Law, Venue, and Jurisdiction. For Accounts receiving Services from all Kayo3PL Canadian facilities, the Client Acknowledges and Agrees that this Agreement and all Claims or disputes between the parties shall be governed by the laws of the Province of Ontario without regard to its conflicts of law provisions. All Claims, lawsuits, causes of action, and disputes between the parties shall be brought exclusively in the provincial or federal courts located in Hamilton, Ontario, and the Client agrees to submit to the exclusive personal jurisdiction and venue of these courts. For Accounts receiving Services from all Kayo3PL USA facilities, the Client Acknowledges and Agrees that this Agreement and all Claims or disputes between the parties shall be governed by the laws of the State of Wyoming without regard to its conflicts of law provisions. All Claims, lawsuits, causes of action, and disputes between the parties shall be brought exclusively in the state or federal courts located in Cheyenne, Wyoming, and the Client agrees to submit to the exclusive personal jurisdiction and venue of these courts.