Terms of Service

Last Updated: February 7, 2025

These Terms of Service (“Terms”) govern your access to and use of the services provided by No3rd Inc (“No3rd Logistics,” “No3rd,” “we,” “us,” or “our”), including our third-party logistics (3PL) services, sales management services, Amazon Seller integration, and website.

By using our services, you (“Client,” “you,” or “your”) agree to be bound by these Terms. If you do not agree to these Terms, do not use our services.

1. Acceptance of Terms

By engaging No3rd Logistics for any service, including but not limited to warehousing, fulfillment, customs clearance, freight forwarding, or Amazon Seller integration, you acknowledge that you have read, understood, and agree to be bound by these Terms and our Privacy Policy.

2. Description of Services

2.1 Third-Party Logistics (3PL) Services

No3rd Logistics provides comprehensive logistics services, including:

• Customs clearance and bonded warehousing
• Freight forwarding and trucking
• Warehousing and fulfillment
• Cross-docking services
• Order processing and shipment
• Reverse logistics and returns management
• Integration with carriers (UPS, FedEx, USPS, DHL, Canada Post, Purolator, etc.)

2.2 Sales Management Services

• Third-party sales management (3PP)
• Marketplace listing management
• Direct-to-consumer marketplace services

2.3 Amazon Seller Integration

We provide integration services with Amazon Seller Central via Amazon SP-API, including:

• Automated order synchronization from Amazon to our fulfillment system
• Inventory synchronization between Amazon and our warehouses
• Automated shipment creation and tracking updates
• Order status updates to Amazon Seller Central
• Access to reports and analytics for your Amazon sales

2.4 Platform Integrations

Integration with e-commerce platforms including Sellercloud, Goflow, Jolt, Easypost, Shipstation, Shopify, Walmart, Best Buy, and others as available.

3. Account Registration and Authorization

3.1 Account Setup

To use our services, you must provide accurate, complete, and current information during registration. You are responsible for maintaining the confidentiality of your account credentials.

3.2 Amazon Seller Authorization

By connecting your Amazon Seller account to our services:

• You authorize No3rd Logistics to access your Amazon Seller data via Amazon SP-API
• You grant us permission to retrieve orders, inventory, customer data, and reports as necessary to fulfill our services
• You confirm that you have the authority to grant such access
• You acknowledge that you can revoke this access at any time through Amazon Seller Central

3.3 Compliance

You represent and warrant that:

• You have the legal authority to enter into these Terms
• Your use of our services complies with all applicable laws and regulations
• Your products comply with all applicable safety, labeling, and regulatory requirements
• You have all necessary rights and licenses for products we handle on your behalf

4. Client Obligations

4.1 Product Information

You must provide:

• Accurate product descriptions, dimensions, weights, and values
• Proper classification codes (HS codes) for customs clearance
• All required documentation for international shipments
• Safety data sheets (SDS) for hazardous materials

4.2 Inventory Management

• You are responsible for monitoring inventory levels
• You must notify us of product recalls or safety issues immediately
• You authorize us to dispose of damaged, unsellable, or abandoned inventory according to our policies

4.3 Prohibited Items

You may not send us:

• Illegal, stolen, or counterfeit goods
• Hazardous materials without prior approval and proper documentation
• Perishable items without prior arrangement
• Items that violate Amazon policies or marketplace terms of service
• Products that infringe on intellectual property rights

5. Fees and Payment

5.1 Service Fees

Fees for our services are based on:

• Storage (cubic volume usage)
• Order fulfillment and processing
• Shipping and carrier charges
• Customs clearance and brokerage
• Value-added services
• Integration and technology fees

Specific pricing will be provided in your service agreement or quote.

5.2 Payment Terms

• Invoices are issued according to your service agreement (typically monthly)
• Payment is due within 30 days unless otherwise specified
• Late payments may incur interest charges and service suspension
• We reserve the right to hold inventory for unpaid balances

5.3 Shipping Costs

Shipping costs are passed through at actual carrier rates. We may charge a handling fee for shipment processing.

5.4 Customs and Duties

You are responsible for all customs duties, taxes, and fees. We will advance these on your behalf and invoice you accordingly.

6. Amazon Seller Integration Terms

6.1 Amazon Policy Compliance

You agree to comply with all Amazon Seller policies, including:

• Amazon Services Business Solutions Agreement
• Amazon Seller Code of Conduct
• Product listing policies and guidelines
• Customer service and communication standards

6.2 Order Fulfillment

For Amazon orders processed through our integration:

• We will fulfill orders according to Amazon’s performance standards
• We will update tracking information in Amazon Seller Central
• You remain responsible for your Amazon Seller account performance metrics
• We are not liable for Amazon account suspensions or policy violations

6.3 Data Accuracy

You are responsible for ensuring:

• Product listings on Amazon are accurate
• Inventory levels are properly synchronized
• Product data (dimensions, weights, descriptions) is correct

6.4 Service Interruptions

Amazon may update or change their SP-API, which may temporarily affect our integration. We will make commercially reasonable efforts to maintain service continuity but are not liable for interruptions caused by Amazon’s platform changes.

7. Liability and Insurance

7.1 Limitation of Liability

To the maximum extent permitted by law:

• Our liability for loss or damage to goods is limited to $0.60 per pound (or lower statutory minimum)
• We are not liable for consequential, incidental, or indirect damages
• We are not liable for loss of profits, business interruption, or data loss
• Total aggregate liability shall not exceed fees paid for services in the preceding 12 months

7.2 Insurance

• We maintain general liability and cargo insurance
• Clients may purchase additional insurance for high-value shipments
• Claims must be filed within 60 days of loss or damage discovery

7.3 Force Majeure

We are not liable for delays or failures caused by events beyond our reasonable control, including:

• Natural disasters, pandemics, or acts of God
• Government actions, strikes, or labor disputes
• Carrier delays or capacity constraints
• Customs delays or inspections
• Platform outages (Amazon, marketplace systems)

8. Warranties and Disclaimers

8.1 Service Warranty

We warrant that services will be performed with reasonable care and skill consistent with industry standards.

8.2 Disclaimers

EXCEPT AS EXPRESSLY PROVIDED, SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

We do not guarantee:

• Specific delivery times (except as guaranteed by carriers)
• Uninterrupted or error-free service
• Amazon account performance metrics
• Compatibility with all third-party systems

9. Intellectual Property

9.1 Your Content

You retain all rights to your trademarks, product designs, listings, and content. You grant us a limited license to use your intellectual property solely to provide our services.

9.2 Our Technology

All rights to our software, systems, integrations, processes, and technology remain our exclusive property. You may not:

• Reverse engineer or copy our systems
• Access our APIs or systems except through authorized interfaces
• Use our technology to compete with us

10. Data Protection and Privacy

Your data is subject to our Privacy Policy. By using our services:

• You consent to data collection and use as described in our Privacy Policy
• You authorize us to process customer data necessary for order fulfillment
• You ensure compliance with applicable data protection laws (GDPR, CCPA, etc.)

11. Term and Termination

11.1 Term

These Terms remain in effect for as long as you use our services.

11.2 Termination by Client

You may terminate services with 30 days’ written notice. You remain responsible for:

• All outstanding fees and charges
• Removing inventory from our facilities (storage fees apply until removed)
• Disconnecting integrations and revoking API access

11.3 Termination by No3rd

We may suspend or terminate services immediately if:

• You breach these Terms
• You fail to pay invoices
• You engage in fraudulent or illegal activity
• Your products pose safety or legal risks
• Your Amazon account is suspended or terminated

11.4 Effect of Termination

Upon termination:

• You must retrieve inventory within 30 days (disposal fees apply after)
• All outstanding fees become immediately due
• Access to our systems and integrations will be revoked
• We will delete your data according to our Privacy Policy and retention requirements

12. Indemnification

You agree to indemnify and hold harmless No3rd Logistics, its affiliates, officers, employees, and agents from any claims, damages, losses, or expenses (including legal fees) arising from:

• Your products or product listings
• Violation of laws, regulations, or third-party rights
• Breach of these Terms
• Customs violations or import/export compliance issues
• Product liability or safety issues
• Amazon policy violations or account issues

13. Dispute Resolution

13.1 Governing Law

These Terms are governed by the laws of Ontario, Canada, without regard to conflict of law principles.

13.2 Arbitration

Any dispute arising from these Terms shall first be attempted to be resolved through good-faith negotiation. If unresolved within 30 days, disputes shall be submitted to binding arbitration in Ontario, Canada.

13.3 Class Action Waiver

You agree to resolve disputes individually and waive the right to participate in class actions or representative proceedings.

14. General Provisions

14.1 Entire Agreement

These Terms, together with our Privacy Policy and any service agreements, constitute the entire agreement between you and No3rd Logistics.

14.2 Amendments

We may update these Terms at any time. Material changes will be communicated via email or website notice. Continued use of services constitutes acceptance of updated Terms.

14.3 Severability

If any provision is found unenforceable, the remaining provisions remain in full effect.

14.4 No Waiver

Our failure to enforce any provision does not constitute a waiver of that provision.

14.5 Assignment

You may not assign these Terms without our written consent. We may assign these Terms to affiliates or successors.

14.6 Relationship

These Terms create an independent contractor relationship. Nothing creates a partnership, joint venture, or employment relationship.

15. Amazon-Specific Provisions

15.1 Amazon Developer Requirements

Our Amazon integration complies with Amazon Developer Policies. We:

• Use Amazon data only for authorized purposes
• Maintain security standards for Amazon data
• Comply with Amazon’s data protection requirements
• Respect Amazon’s intellectual property

15.2 Amazon Account Responsibility

You acknowledge that:

• You are solely responsible for your Amazon Seller account
• We are not a party to your agreement with Amazon
• Amazon may change policies affecting our integration services
• We cannot guarantee specific Amazon performance metrics

16. Contact Information

For questions about these Terms, contact us at:

No3rd Inc Email: legal@no3rdlogistics.ca Phone: +1 (855) 696-6373

For general inquiries: sales@no3rdlogistics.ca

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By using No3rd Logistics services, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service.