Terms of Service
Effective Date: April 11, 2026 · Version 1.0
PLEASE READ THESE TERMS OF SERVICE ("AGREEMENT," "TERMS") CAREFULLY BEFORE ACCESSING, USING, OR OTHERWISE INTERACTING WITH THE PLATFORM, SERVICES, OR ANY ASSOCIATED DIGITAL INFRASTRUCTURE OPERATED BY BOXBOX ("COMPANY," "WE," "US," "OUR"). BY COMPLETING ACCOUNT REGISTRATION, INITIATING A SUBSCRIPTION, OR OTHERWISE ACCESSING THE SERVICE IN ANY CAPACITY, YOU ("USER," "SUBSCRIBER," "YOU," "YOUR") IRREVOCABLY ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE LEGALLY BOUND BY THESE TERMS IN THEIR ENTIRETY, INCLUDING ALL INCORPORATED POLICIES, SCHEDULES, AND ADDENDA REFERENCED HEREIN.
1. Definitions and Interpretive Provisions
1.1 For the purposes of this Agreement, and unless otherwise expressly specified or the context otherwise requires, the following terms shall bear the meanings ascribed to them herein:
- "Platform" means the Company's proprietary web-based software-as-a-service infrastructure, including but not limited to all associated application programming interfaces (APIs), webhooks, data pipelines, dashboard interfaces, Shopify integration layers, and any successor, derivative, or ancillary systems operated by the Company from time to time.
- "Service" means the aggregate of all features, functionalities, fulfillment routing capabilities, product catalog access rights, order processing pipelines, and ancillary digital services made accessible to Subscriber through the Platform, as may be modified, augmented, or deprecated by the Company in its sole and absolute discretion without prior notice.
- "Fulfillment Provider" means any third-party supplier, logistics operator, warehouse entity, or shipping carrier engaged by the Company, directly or indirectly, for the purposes of product sourcing, storage, picking, packing, and last-mile delivery, the identity of which the Company expressly reserves the right to withhold, substitute, or modify without disclosure to Subscriber.
- "Subscriber Store" means the Shopify-hosted e-commerce storefront operated by Subscriber and connected to the Platform via the Company's integration layer.
- "End Consumer" means any third-party purchaser who transacts with Subscriber via the Subscriber Store, with whom the Company has no contractual relationship whatsoever.
- "Fulfillment Fee" means the per-order processing and logistics facilitation charge applied to each order routed through the Platform, as set forth in the applicable Subscription Plan and subject to modification pursuant to Section 5.4 hereof.
- "Item Slot" means a single product listing allocation within Subscriber's active Subscription Plan, representing the maximum number of distinct SKUs Subscriber is permitted to maintain in active listed status on the Platform at any given time.
- "Intellectual Property" means all patents, copyrights, trademarks, trade secrets, database rights, know-how, proprietary algorithms, and all other intellectual and industrial property rights of whatever nature, whether registered or unregistered, subsisting anywhere in the world.
1.2 References to any statute, regulation, or legal instrument shall be construed as references to such instrument as amended, re-enacted, or replaced from time to time. Headings are inserted for convenience only and shall not affect interpretation. The singular includes the plural and vice versa.
2. Eligibility and Account Registration
2.1 Access to and use of the Service is conditioned upon Subscriber satisfying, on a continuing basis, all of the following eligibility requirements: (i) Subscriber must be a natural person of not less than eighteen (18) years of age, or a duly incorporated legal entity acting through an authorized representative of requisite legal age; (ii) Subscriber must possess the full legal capacity, authority, and power to enter into binding contractual obligations; (iii) Subscriber must not be located in, organized under the laws of, or ordinarily resident in any jurisdiction subject to comprehensive sanctions administered by the U.S. Office of Foreign Assets Control (OFAC) or any equivalent regulatory body; (iv) Subscriber must maintain a valid, active Shopify store in good standing under Shopify's then-current terms of service.
2.2 Subscriber represents and warrants, on a continuing basis throughout the Term, that all information provided during registration and thereafter is truthful, accurate, current, and complete, and Subscriber undertakes to promptly update such information upon any change thereto. The Company reserves the right, in its sole and unfettered discretion, to refuse registration, suspend, or terminate any account where the Company has reasonable grounds to suspect inaccuracy, misrepresentation, or non-compliance with these Terms.
2.3 Subscriber is solely and exclusively responsible for maintaining the confidentiality and security of all account credentials, and for all activities conducted through Subscriber's account, whether authorized or unauthorized. The Company shall bear no liability whatsoever arising from unauthorized account access resulting from Subscriber's failure to maintain adequate credential security.
3. License Grant and Restrictions
3.1 Subject to Subscriber's continued compliance with these Terms and timely payment of all applicable Subscription Fees, the Company hereby grants to Subscriber a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Platform solely for the purpose of operating Subscriber's e-commerce fulfillment activities through the Subscriber Store during the Term of this Agreement.
3.2 Subscriber expressly acknowledges and agrees that it shall not, directly or indirectly, whether alone or in concert with any third party: (i) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, algorithms, or trade secrets underlying the Platform; (ii) reproduce, distribute, publicly display, or create derivative works of any component of the Platform or Service; (iii) use the Service for any purpose competitive with the Company's business; (iv) attempt to circumvent, disable, or interfere with any security, rate-limiting, or access-control mechanism implemented by the Company; (v) aggregate, scrape, or harvest data from the Platform by automated means without prior written consent; (vi) resell, sublicense, or otherwise commercialize access to the Platform except as expressly contemplated herein.
4. Fulfillment Services; Third-Party Providers
4.1 Nature of Service. Subscriber expressly acknowledges and irrevocably agrees that the Company functions exclusively as an intermediary platform facilitating order routing between Subscriber and one or more Fulfillment Providers. The Company is not, and shall not be construed as, the seller, manufacturer, distributor, importer, or exporter of any product processed through the Platform.
4.2 Fulfillment Provider Confidentiality. The identity, contractual terms, pricing structures, and operational details of any Fulfillment Provider engaged by the Company constitute proprietary and confidential commercial information of the Company. Subscriber expressly acknowledges that: (i) the Company is under no obligation, express or implied, to disclose the identity of any Fulfillment Provider; (ii) the Fulfillment Fee charged to Subscriber reflects the Company's all-in service charge and not a pass-through of underlying supplier costs; (iii) the Company may derive margin, commission, rebate, or other consideration from Fulfillment Providers in connection with order routing, the existence and amount of which the Company is under no obligation to disclose.
4.3 No Guarantee of Fulfillment. The Company makes no representation, warranty, or guarantee, express or implied, with respect to: (i) product availability, quality, conformity, or fitness for any particular purpose; (ii) shipping transit times, carrier reliability, or delivery accuracy; (iii) customs clearance, import duties, or cross-border regulatory compliance; (iv) continuity of supply or the ongoing availability of any product listed in the Platform catalog. Subscriber assumes all commercial and reputational risk associated with product quality and delivery performance vis-à-vis End Consumers.
4.4 Subscriber Liability to End Consumers. The contractual relationship in respect of any sale transaction is exclusively between Subscriber and the applicable End Consumer. Subscriber shall be solely responsible for all customer service obligations, return and refund policies, consumer protection compliance, and any claims, disputes, chargebacks, or regulatory actions initiated by or on behalf of End Consumers. The Company disclaims all liability in connection with Subscriber-to-End-Consumer transactions.
5. Fees, Billing, and Payment Terms
5.1 Subscription Fees. Subscriber agrees to pay the applicable monthly Subscription Fee corresponding to the selected Subscription Plan, as follows:
| Plan | Monthly Fee | Item Slots | Fulfillment Fee Per Order |
|---|---|---|---|
| Starter | $19.00 USD | 5 | $2.50 |
| Growth | $49.00 USD | 20 | $1.75 |
| Pro | $99.00 USD | 100 | $1.00 |
5.2 Billing Cycle. Subscription Fees shall be billed in advance on a calendar-monthly basis, commencing on the date of initial subscription activation. Fulfillment Fees shall be billed on a per-order basis at the time of order submission to the fulfillment pipeline.
5.3 Non-Refundability. ALL SUBSCRIPTION FEES ARE STRICTLY NON-REFUNDABLE. Subscriber acknowledges that Subscription Fees represent payment for access to the Platform infrastructure and are not contingent upon Subscriber's commercial success, sales volume, store performance, or any other outcome. No refund, credit, proration, or offset shall be issued for any partial subscription period, unused Item Slots, canceled orders, or any other reason whatsoever, except as may be required by applicable mandatory consumer protection law that cannot lawfully be excluded.
5.4 Fee Modifications. The Company expressly reserves the right to modify Subscription Fees and Fulfillment Fees at any time upon not less than thirty (30) days' prior written notice to Subscriber. Continued use of the Service following the effective date of any fee modification shall constitute Subscriber's irrevocable acceptance thereof.
5.5 Taxes. All fees stated herein are exclusive of any applicable taxes, levies, duties, or governmental charges. Subscriber shall be solely responsible for all such charges applicable to its use of the Service and its commercial operations.
5.6 Late Payment. In the event of payment failure, the Company reserves the right to immediately suspend access to the Service without notice, and to pursue any and all remedies available at law or in equity for recovery of outstanding amounts, including but not limited to the imposition of late fees at the rate of 1.5% per month on all overdue balances.
6. Item Slots and Catalog Access
6.1 Subscriber's access to the Platform catalog and the number of simultaneously active product listings is strictly limited to the Item Slot allocation of the applicable Subscription Plan. The Company reserves the right to automatically de-list any product listings in excess of Subscriber's Item Slot allocation without notice.
6.2 The Company makes no guarantee as to the perpetual availability of any product within the Platform catalog. Products may be removed, modified, repriced, or made unavailable at any time without prior notice, and the Company shall bear no liability for any resulting disruption to Subscriber's operations or loss of revenue.
7. Shopify Integration; Data
7.1 Use of the Company's Shopify integration is subject to Shopify's then-current Partner and API terms, incorporated herein by reference. Subscriber represents and warrants that its use of the Shopify integration does not violate any applicable Shopify terms.
7.2 By connecting a Subscriber Store to the Platform, Subscriber grants the Company a non-exclusive, worldwide, royalty-free license to access, process, transmit, and store Subscriber Store data, including order data, customer data (to the minimum extent necessary for fulfillment routing), and store configuration data, solely for the purpose of providing the Service.
7.3 Subscriber acknowledges that the Company processes data in accordance with its Privacy Policy, incorporated herein by reference, and assumes sole responsibility for compliance with all applicable data protection laws, including but not limited to the GDPR, CCPA, and any successor legislation, in connection with Subscriber's collection and processing of End Consumer personal data.
8. Intellectual Property
8.1 As between the parties, the Company retains all right, title, and interest in and to the Platform, Service, all underlying technology, software, algorithms, data compilations, trademarks, and all Intellectual Property embodied therein. Nothing in these Terms shall be construed as a transfer, assignment, or implied license of any Intellectual Property rights beyond the limited license expressly granted in Section 3.1.
8.2 Subscriber retains all right, title, and interest in Subscriber's own branding, store content, and proprietary data. Subscriber grants the Company a limited license to use Subscriber's store name and branding solely for the purpose of providing the Service.
9. Disclaimers and Limitation of Liability
9.1 Disclaimer of Warranties. THE SERVICE, PLATFORM, AND ALL RELATED COMPONENTS ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR UNINTERRUPTED OR ERROR-FREE OPERATION. THE COMPANY DOES NOT WARRANT THAT THE SERVICE WILL MEET SUBSCRIBER'S REQUIREMENTS OR THAT ANY PARTICULAR COMMERCIAL OUTCOMES WILL BE ACHIEVED.
9.2 Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE COMPANY, ITS OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES, AGENTS, LICENSORS, OR SERVICE PROVIDERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS OPPORTUNITIES, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE USE OF OR INABILITY TO USE THE SERVICE, HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY.
9.3 Aggregate Cap. IN NO EVENT SHALL THE COMPANY'S AGGREGATE LIABILITY TO SUBSCRIBER FOR ANY AND ALL CLAIMS ARISING UNDER OR IN CONNECTION WITH THESE TERMS EXCEED THE TOTAL SUBSCRIPTION FEES PAID BY SUBSCRIBER IN THE THREE (3) CALENDAR MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
10. Indemnification
Subscriber shall defend, indemnify, and hold harmless the Company and its officers, directors, employees, agents, successors, and assigns from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (i) Subscriber's use of the Service; (ii) Subscriber's breach of any representation, warranty, or obligation under these Terms; (iii) any dispute between Subscriber and an End Consumer; (iv) Subscriber's violation of any applicable law or third-party rights; (v) any product liability claim arising from products sold through Subscriber's store.
11. Term and Termination
11.1 These Terms shall commence upon Subscriber's initial account registration and shall continue on a rolling monthly basis until terminated in accordance with this Section.
11.2 Subscriber may terminate the Service at any time by canceling the active subscription through the Platform account settings. Termination shall take effect at the end of the then-current billing period. No refund shall be issued for the remaining portion of any prepaid subscription period.
11.3 The Company may suspend or terminate Subscriber's access to the Service immediately and without notice upon: (i) Subscriber's breach of any provision of these Terms; (ii) non-payment of any applicable fees; (iii) the Company's reasonable determination that continued provision of the Service poses legal, reputational, or operational risk; (iv) cessation of the Company's business operations.
11.4 Upon termination for any reason, the license granted herein shall immediately expire, and Subscriber shall cease all use of the Platform. The Company shall have no obligation to retain or provide access to any Subscriber data following termination.
12. Governing Law and Dispute Resolution
12.1 These Terms shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, without regard to its conflict of law principles.
12.2 Any dispute, controversy, or claim arising out of or relating to these Terms or the breach, termination, or validity thereof shall be finally resolved by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. The arbitration shall be conducted by a single arbitrator in Boston, Massachusetts. Judgment upon the award rendered may be entered in any court of competent jurisdiction.
12.3 Class Action Waiver. SUBSCRIBER IRREVOCABLY WAIVES ANY RIGHT TO PARTICIPATE IN ANY CLASS ACTION LAWSUIT, CLASS-WIDE ARBITRATION, OR REPRESENTATIVE ACTION ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE.
13. General Provisions
13.1 Entire Agreement. These Terms, together with the Privacy Policy and any additional policies incorporated by reference, constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior agreements, representations, and understandings.
13.2 Amendments. The Company reserves the right to amend these Terms at any time by posting the revised Terms on the Platform. Continued use of the Service following the posting of amendments constitutes acceptance thereof.
13.3 Severability. If any provision of these Terms is held to be invalid or unenforceable, such provision shall be modified to the minimum extent necessary to make it valid and enforceable, and the remaining provisions shall remain in full force and effect.
13.4 Waiver. No failure or delay by the Company in exercising any right under these Terms shall constitute a waiver of such right.
13.5 Assignment. Subscriber may not assign or transfer any rights or obligations under these Terms without the prior written consent of the Company. The Company may assign these Terms freely, including in connection with a merger, acquisition, or sale of assets.
13.6 Contact. For legal notices: legal@boxbox.com