Effective Date: November 5, 2022

These Terms of Service (“Terms”) constitute a legally binding agreement between Gas Robotics Inc., a New York corporation (“Company”), and the customer (“Client”) accessing or using the services.

BY USING THE SERVICES, CLIENT AGREES TO THESE TERMS.

1. Definitions

For purposes of these Terms of Service (“Terms”), the following definitions apply:

“Company” (or “Service Provider”) means the party providing fulfillment and related services under these Terms through the PicknPack Platform or otherwise.

“Client” means the party ordering Fulfillment Services and agreeing to these Terms.

“Fulfillment Services” means a suite of logistics services including, but not limited to, receiving, storage, inventory management, picking, packing, shipping, returns processing, and related services.

“Platform” means the PicknPack software system, including dashboards, APIs, and client interface.

“Account” means the Client’s registered account within the Platform.

“Warehouse” means any facility operated by the Company or its third-party logistics partners, including facilities located in the United States (including New York).

“Goods” means all products, materials, or inventory delivered by Client for storage, processing, or shipment.

“Order” means any instruction submitted by Client through the Platform or otherwise for services related to Goods.

“Carrier” means any third-party logistics provider, courier, or shipping service.

“Fees” means charges for services as set forth in pricing schedules published by Company.

“Applicable Law” means the laws of the State of New York, without regard to conflict of laws principles, and applicable U.S. federal law.

2. Scape of Services

2.1 Services

Company agrees to provide Fulfillment Services to Client for compensation, including:

• Receiving Goods
• Storage
• Order processing
• Packaging
• Shipping to end customers or marketplaces
• Returns handling

Client agrees to:

• Deliver Goods to Company
• Provide accurate information
• Pay all applicable Fees

2.2 Independent Contractor

Company acts as an independent contractor and not as owner, seller, or distributor of Goods.

2.3 Use of Third Parties

Company may engage subcontractors, including logistics partners and carriers, without additional consent.

2.4 Orders via Platform

Orders submitted through the Platform or via API/email are binding instructions.

Use of login credentials constitutes electronic acceptance of Orders and Terms under the U.S. Electronic Signatures in Global and National Commerce Act (E-SIGN Act).

3. Company Obligations

Company shall:

• Receive Goods at the Warehouse
• Store Goods using commercially reasonable care
• Process Orders
• Maintain inventory records
• Provide reporting via Platform (if available)

4. Company Rights

Company may:

• Request product specifications, SDS (if applicable), and documentation
• Refuse or suspend services if Client breaches Terms
• Reject Goods that are:
  • Hazardous or dangerous
  • Non-compliant with U.S. law
  • Improperly labeled or packaged

4.1 Destruction of Dangerous Goods

Company may dispose of hazardous Goods without liability if not properly disclosed.

4.2 Data Retention

Company may retain operational records for 12 months, unless otherwise required by law.

4.3 Marketing Use

Company may use Client’s name and logo for marketing purposes unless otherwise agreed.

5. Client Obligations

Client shall:

• Pay all Fees in full and on time
• Provide accurate product data (weight, dimensions, SKU, value, etc.)
• Ensure Goods comply with:
  • U.S. federal law
  • New York law
  • Consumer protection regulations
  • Import/export regulations

5.1 Accuracy of Product Information

Company may re-measure Goods. Actual measurements prevail for billing.

If discrepancies occur:

• Fees may be recalculated retroactively
• Client must reimburse all resulting costs, penalties, and damages

5.2 Non-Compliant Goods

Client must remove non-compliant Goods within 5 days upon request.

6. Receiving, Storage, and Inventory

6.1 Receiving

Goods are received:

• By pallet/carton count (Stage 1)
• By SKU count (Stage 2, if applicable)

6.2 Storage

Company acts as a warehouseman under UCC Article 7.

6.3 Title

Title to Goods remains with Client at all times.

6.4 Risk of Loss

Risk of loss passes:

• To Company upon acceptance at Warehouse
• To Carrier upon shipment

6.5 Inventory Variance

Acceptable shrinkage tolerance: 3%

Excess loss liability is limited to:

• Lower of declared value or actual cost

7. Fees and Payment

7.1 Pricing

Fees are published and may be updated at Company’s discretion.

Client shall pay a minimum monthly platform and service fee of USD 60, regardless of actual usage. This fee is non-refundable and applies for each active month during the term of this Agreement.

7.2 Payment Terms

Invoices payable within 3 business days unless otherwise stated Late payments may result in:

• Service suspension
• Prepayment requirements

7.3 Prepayment

Company may require advance payment at any time.

7.4 Extraordinary Expenses

Client must reimburse unforeseen costs necessary for service performance.

8. Acceptance of Services

Services are deemed accepted unless Client disputes within 2 business days.

9. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

• Company is not liable for:
  • Indirect, incidental, or consequential damages
  • Loss of profits or business interruption
• Liability is limited to the lesser of:
  • Declared value of Goods
  • Fees paid for the affected services

10. Indemnification

Client agrees to indemnify Company against:

• Claims related to Goods
• Regulatory violations
• IP infringement
• Personal injury or property damage

11. Termination

Either party may terminate with 30 days’ notice.

Client must remove all Goods prior to termination.

12. Governing Law and Dispute Resolution

These Terms are governed by the laws of the State of New York.

Any disputes shall be resolved exclusively in:

State or federal courts located in Kings County (Brooklyn), New York.

APPENDIX A – PROHIBITED GOODS

Client may NOT store or ship:

• Hazardous materials (per DOT / OSHA / EPA)
• Explosives, flammable substances
• Weapons, ammunition
• Illegal drugs or controlled substances
• Counterfeit goods
• Perishable goods (unless agreed)
• Items requiring special licenses not provided
• Goods violating U.S. import/export laws
• Lithium batteries not compliant with regulations

Company reserves the right to:

• Refuse
• Return
• Destroy such Goods

Gas Robotics Inc.
780 Е 2nd street Apt 3a
Brooklyn, NY 11218
United States
+1 917 500 8920