Agreement to our legal terms
We are Muhammad Umer Khan, doing business as Sparrow & Spool ("Company," "we," "us," "our").
We operate Boxfit, a Shopify application that helps merchants determine the correct shipping box and total package weight for each order and surfaces that information for fulfillment, as well as our website at https://sparrowandspool.co and any other related products and services that refer or link to these legal terms (the "Legal Terms") (collectively, the "Services").
You can contact us by email at [email protected], by phone at (925) 587-4287, or by mail to 4101 Dublin Blvd, Ste F #3153, Dublin, CA 94568, United States.
These Legal Terms constitute a legally binding agreement made between you, whether personally or on behalf of an entity ("you"), and Muhammad Umer Khan, concerning your access to and use of the Services. You agree that by accessing the Services, you have read, understood, and agreed to be bound by all of these Legal Terms. IF YOU DO NOT AGREE WITH ALL OF THESE LEGAL TERMS, THEN YOU ARE EXPRESSLY PROHIBITED FROM USING THE SERVICES AND YOU MUST DISCONTINUE USE IMMEDIATELY.
We will provide notice of material changes to these Legal Terms at least 30 days before they take effect, by posting the updated Legal Terms with a revised "Last updated" date and/or by other reasonable means. Changes relating to new functionality, security, bug fixes, or required by law or court order may take effect immediately upon notice. Your continued use of the Services after revised Legal Terms take effect means you accept the changes. It is your responsibility to periodically review these Legal Terms.
We recommend that you print a copy of these Legal Terms for your records.
Table of contents
- Our services
- Intellectual property rights
- User representations
- Subscriptions and billing
- Prohibited activities
- Services management
- Term and termination
- Modifications and interruptions
- Governing law
- Dispute resolution
- Corrections
- Disclaimer
- Limitations of liability
- Indemnification
- User data
- Electronic communications, transactions, and signatures
- Miscellaneous
- Contact us
1. Our services
Boxfit is a Shopify application for merchants. For each order, Boxfit determines an appropriate shipping box from the boxes the merchant has configured, calculates the total package weight (including box tare weight), handles orders that do not fit a single box, and surfaces the result to the merchant for fulfillment. Boxfit provides recommendations and calculations based on the box definitions and product dimensions available to it; the merchant is responsible for verifying suitability and for all final packing and shipping decisions. See the "Disclaimer" section below.
The information provided when using the Services is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject us to any registration requirement within such jurisdiction or country. Accordingly, those persons who choose to access the Services from other locations do so on their own initiative and are solely responsible for compliance with local laws, if and to the extent local laws are applicable.
2. Intellectual property rights
Our intellectual property
We are the owner or the licensee of all intellectual property rights in our Services, including all source code, databases, functionality, software, website designs, audio, video, text, photographs, and graphics in the Services (collectively, the "Content"), as well as the trademarks, service marks, and logos contained therein (the "Marks").
Our Content and Marks are protected by copyright and trademark laws (and various other intellectual property rights and unfair competition laws) and treaties around the world.
The Content and Marks are provided in or through the Services "AS IS" for your internal business purpose only.
Your use of our Services
Subject to your compliance with these Legal Terms, including the "Prohibited activities" section below, we grant you a non-exclusive, non-transferable, revocable license to access the Services solely for your internal business purpose.
Except as set out in this section or elsewhere in our Legal Terms, no part of the Services and no Content or Marks may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever, without our express prior written permission.
If you wish to make any use of the Services, Content, or Marks other than as set out in this section or elsewhere in our Legal Terms, please address your request to: [email protected].
We reserve all rights not expressly granted to you in and to the Services, Content, and Marks. Any breach of these Intellectual Property Rights will constitute a material breach of our Legal Terms and your right to use our Services will terminate immediately.
Your submissions
Submissions: By directly sending us any question, comment, suggestion, idea, feedback, or other information about the Services ("Submissions"), you agree to assign to us all intellectual property rights in such Submission. You agree that we shall own this Submission and be entitled to its unrestricted use and dissemination for any lawful purpose, commercial or otherwise, without acknowledgment or compensation to you.
You are responsible for what you submit, confirm you have the necessary rights to it, and agree it does not violate any third party's rights or any applicable law.
3. User representations
By using the Services, you represent and warrant that: (1) you have the legal capacity and you agree to comply with these Legal Terms; (2) you are not a minor in the jurisdiction in which you reside (you are at least 18 years of age); (3) you will not access the Services through automated or non-human means, whether through a bot, script, or otherwise, except as expressly permitted; (4) you will not use the Services for any illegal or unauthorized purpose; and (5) your use of the Services will not violate any applicable law or regulation.
If you provide any information that is untrue, inaccurate, not current, or incomplete, we have the right to suspend or terminate your access and refuse any and all current or future use of the Services (or any portion thereof).
4. Subscriptions and billing
Subscription. Access to Boxfit is provided on a paid subscription basis. You may choose a monthly or annual plan, as shown on the Boxfit listing on the Shopify App Store. By subscribing, you agree to pay the recurring fees for the plan you select.
Billing through Shopify. All payments are processed through Shopify's billing system and are billed to your Shopify account. We do not collect, process, or store your payment card details; Shopify handles all payment processing. All fees are stated in US dollars.
Free trial. We offer a 14-day free trial. If you do not cancel before the trial ends, your subscription will automatically begin and your Shopify account will be charged according to the plan you selected.
Automatic renewal. Your subscription automatically renews at the end of each billing period (monthly or annually, depending on the plan you selected) and your Shopify account will be charged for the renewal, unless and until you cancel.
Cancellation. You may cancel your subscription at any time by uninstalling Boxfit or by managing the subscription from your Shopify admin. Cancellation stops future charges; it does not retroactively refund amounts already charged.
No refunds. Except where required by applicable law, fees already charged are non-refundable. The free trial is provided so you can evaluate the Services before being charged.
Price changes. We may change subscription fees. We will provide notice of any price change as described in the "Agreement to our legal terms" section, and any change will apply to billing periods after the notice takes effect.
5. Prohibited activities
You may not access or use the Services for any purpose other than that for which we make the Services available. As a user of the Services, you agree not to:
- Systematically retrieve data or other content from the Services to create or compile, directly or indirectly, a collection, compilation, database, or directory without written permission from us.
- Trick, defraud, or mislead us or other users.
- Circumvent, disable, or otherwise interfere with security-related features of the Services.
- Disparage, tarnish, or otherwise harm, in our opinion, us and/or the Services.
- Use the Services in a manner inconsistent with any applicable laws or regulations.
- Engage in unauthorized framing of or linking to the Services.
- Upload or transmit (or attempt to upload or transmit) viruses, Trojan horses, or other material that interferes with any party's use of the Services, or that modifies, impairs, disrupts, alters, or interferes with the use, features, functions, operation, or maintenance of the Services.
- Engage in any automated use of the system not expressly permitted, such as using data mining, robots, or similar data gathering and extraction tools.
- Delete the copyright or other proprietary rights notice from any Content.
- Attempt to bypass any measures of the Services designed to prevent or restrict access to the Services.
- Copy or adapt the Services' software.
- Except as permitted by applicable law, decipher, decompile, disassemble, or reverse engineer any of the software comprising or in any way making up a part of the Services.
- Interfere with, disrupt, or create an undue burden on the Services or the networks or services connected to the Services.
- Harass, annoy, intimidate, or threaten any of our employees or agents engaged in providing any portion of the Services to you.
- Use the Services as part of any effort to compete with us.
6. Services management
We reserve the right, but not the obligation, to: (1) monitor the Services for violations of these Legal Terms; (2) take appropriate legal action against anyone who, in our sole discretion, violates the law or these Legal Terms; (3) in our sole discretion and without limitation, refuse, restrict access to, limit the availability of, or disable (to the extent technologically feasible) any portion of the Services; and (4) otherwise manage the Services in a manner designed to protect our rights and property and to facilitate the proper functioning of the Services.
For more information about how we handle data, please review our Privacy Policy, which is incorporated into these Legal Terms by reference.
7. Term and termination
These Legal Terms shall remain in full force and effect while you use the Services. WITHOUT LIMITING ANY OTHER PROVISION OF THESE LEGAL TERMS, WE RESERVE THE RIGHT TO, IN OUR SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY, DENY ACCESS TO AND USE OF THE SERVICES (INCLUDING BLOCKING CERTAIN IP ADDRESSES), TO ANY PERSON FOR ANY REASON, INCLUDING WITHOUT LIMITATION FOR BREACH OF ANY REPRESENTATION, WARRANTY, OR COVENANT CONTAINED IN THESE LEGAL TERMS OR OF ANY APPLICABLE LAW OR REGULATION.
If we terminate or suspend your access for any reason, you are prohibited from registering and creating a new account under your name, a fake or borrowed name, or the name of any third party. In addition to terminating or suspending your access, we reserve the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress.
8. Modifications and interruptions
We reserve the right to change, modify, or remove the contents of the Services at any time or for any reason at our sole discretion. We also reserve the right to modify or discontinue all or part of the Services. We will not be liable to you or any third party for any modification, price change, suspension, or discontinuance of the Services.
We cannot guarantee the Services will be available at all times. We may experience hardware, software, or other problems or need to perform maintenance related to the Services, resulting in interruptions, delays, or errors. You agree that we have no liability whatsoever for any loss, damage, or inconvenience caused by your inability to access or use the Services during any downtime or discontinuance of the Services.
9. Governing law
These Legal Terms shall be governed by and defined following the laws of the State of California, United States, without regard to its conflict of law principles. Muhammad Umer Khan and yourself irrevocably consent that the state and federal courts located in Alameda County, California shall have exclusive jurisdiction to resolve any dispute which may arise in connection with these Legal Terms, except as otherwise provided in the "Dispute resolution" section below.
10. Dispute resolution
Informal negotiations
To expedite resolution and control the cost of any dispute, controversy, or claim related to these Legal Terms (each a "Dispute" and collectively, the "Disputes") brought by either you or us (individually, a "Party" and collectively, the "Parties"), the Parties agree to first attempt to negotiate any Dispute (except those Disputes expressly provided below) informally for at least 30 days before initiating arbitration. Such informal negotiations commence upon written notice from one Party to the other Party.
Binding arbitration
If the Parties are unable to resolve a Dispute through informal negotiations, the Dispute will be finally and exclusively resolved by binding arbitration. The arbitration shall be commenced and conducted in the United States in accordance with the rules of a recognized arbitration provider. The number of arbitrators shall be one (1). The seat, or legal place, of arbitration shall be Alameda County, California, United States. The language of the proceedings shall be English. The governing law shall be the substantive law of the State of California. We will pay arbitration fees to the extent they are determined to be excessive or unfairly imposed on you, so that the cost of arbitration does not prevent you from bringing a claim.
Restrictions
The Parties agree that any arbitration shall be limited to the Dispute between the Parties individually. To the full extent permitted by law, (a) no arbitration shall be joined with any other proceeding; (b) there is no right or authority for any Dispute to be arbitrated on a class-action basis or to utilize class action procedures; and (c) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons.
Exceptions to informal negotiations and arbitration
The Parties agree that the following Disputes are not subject to the above provisions concerning informal negotiations and binding arbitration: (a) any Disputes seeking to enforce or protect, or concerning the validity of, any of the intellectual property rights of a Party; (b) any Dispute related to, or arising from, allegations of theft, piracy, invasion of privacy, or unauthorized use; and (c) any claim for injunctive relief. If this provision is found to be illegal or unenforceable, then neither Party will elect to arbitrate any Dispute falling within that portion of this provision found to be illegal or unenforceable, and such Dispute shall be decided by a court of competent jurisdiction within the courts listed for jurisdiction above.
11. Corrections
There may be information on the Services that contains typographical errors, inaccuracies, or omissions, including descriptions, pricing, availability, and various other information. We reserve the right to correct any errors, inaccuracies, or omissions and to change or update the information on the Services at any time, without prior notice.
12. Disclaimer
THE SERVICES ARE PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS. YOU AGREE THAT YOUR USE OF THE SERVICES WILL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SERVICES AND YOUR USE THEREOF, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
BOXFIT PROVIDES BOX-SELECTION AND PACKAGE-WEIGHT RECOMMENDATIONS AND CALCULATIONS BASED ON THE BOX DEFINITIONS AND PRODUCT DIMENSIONS AVAILABLE TO IT. WE DO NOT WARRANT THAT ANY RECOMMENDATION OR CALCULATION IS OPTIMAL, COMPLETE, OR ERROR-FREE, AND THE ACCURACY OF ANY OUTPUT DEPENDS ON THE ACCURACY OF THE DATA YOU PROVIDE. YOU ARE SOLELY RESPONSIBLE FOR VERIFYING THE SUITABILITY OF ANY RECOMMENDED BOX AND CALCULATED WEIGHT, AND FOR ALL FINAL PACKING, LABELING, AND SHIPPING DECISIONS. WE ARE NOT LIABLE FOR SHIPPING COSTS, CARRIER CHARGES, RESHIPMENT, OR OTHER LOSSES ARISING FROM PACKING OR SHIPPING CHOICES.
WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE SERVICES' CONTENT OR THE CONTENT OF ANY WEBSITES OR APPLICATIONS LINKED TO THE SERVICES AND WE WILL ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (1) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT AND MATERIALS, (2) PERSONAL INJURY OR PROPERTY DAMAGE RESULTING FROM YOUR ACCESS TO AND USE OF THE SERVICES, (3) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY INFORMATION STORED THEREIN, (4) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICES, (5) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE SERVICES BY ANY THIRD PARTY, AND/OR (6) ANY ERRORS OR OMISSIONS IN ANY CONTENT AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF THE SERVICES.
13. Limitations of liability
IN NO EVENT WILL WE OR OUR DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT, LOST REVENUE, LOSS OF DATA, OR OTHER DAMAGES ARISING FROM YOUR USE OF THE SERVICES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE LESSER OF THE AMOUNT PAID, IF ANY, BY YOU TO US DURING THE SIX (6) MONTH PERIOD PRIOR TO ANY CAUSE OF ACTION ARISING, OR ONE HUNDRED US DOLLARS (USD $100.00). CERTAIN US STATE LAWS AND INTERNATIONAL LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.
Regardless of any statute or law to the contrary, any claim or cause of action you may have arising out of or relating to these Legal Terms or the Services must be commenced within one (1) year after the claim or cause of action arises, or be permanently barred, to the fullest extent permitted by applicable law.
14. Indemnification
You agree to defend, indemnify, and hold us harmless, including our subsidiaries, affiliates, and all of our respective officers, agents, partners, and employees, from and against any loss, damage, liability, claim, or demand, including reasonable attorneys' fees and expenses, made by any third party due to or arising out of: (1) use of the Services; (2) breach of these Legal Terms; (3) any breach of your representations and warranties set forth in these Legal Terms; or (4) your violation of the rights of a third party, including but not limited to intellectual property rights. Notwithstanding the foregoing, we reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate, at your expense, with our defense of such claims.
15. User data
We will maintain certain data that you transmit to the Services for the purpose of managing the performance of the Services, as well as data relating to your use of the Services. Although we perform regular routine backups of data, you are solely responsible for all data that you transmit or that relates to any activity you have undertaken using the Services. You agree that we shall have no liability to you for any loss or corruption of any such data, and you hereby waive any right of action against us arising from any such loss or corruption of such data. For details on how we handle data, see our Privacy Policy.
16. Electronic communications, transactions, and signatures
Visiting the Services, sending us emails, and completing online forms constitute electronic communications. You consent to receive electronic communications, and you agree that all agreements, notices, disclosures, and other communications we provide to you electronically, via email and on the Services, satisfy any legal requirement that such communication be in writing. YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS, AND OTHER RECORDS, AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES, AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED BY US OR VIA THE SERVICES.
17. Miscellaneous
These Legal Terms and any policies or operating rules posted by us on the Services constitute the entire agreement and understanding between you and us. Our failure to exercise or enforce any right or provision of these Legal Terms shall not operate as a waiver of such right or provision. These Legal Terms operate to the fullest extent permissible by law. We may assign any or all of our rights and obligations to others at any time. We shall not be responsible or liable for any loss, damage, delay, or failure to act caused by any cause beyond our reasonable control. If any provision or part of a provision of these Legal Terms is determined to be unlawful, void, or unenforceable, that provision or part is deemed severable and does not affect the validity and enforceability of any remaining provisions. There is no joint venture, partnership, employment, or agency relationship created between you and us as a result of these Legal Terms or use of the Services. You agree that these Legal Terms will not be construed against us by virtue of having drafted them.
18. Contact us
In order to resolve a complaint regarding the Services or to receive further information regarding use of the Services, please contact us at:
Muhammad Umer Khan (doing business as Sparrow & Spool)
4101 Dublin Blvd, Ste F #3153
Dublin, CA 94568
United States
[email protected]
(925) 587-4287
This Terms of Service document was created with assistance from Termly's generator and customized for Boxfit.