Terms of Service

Welcome to Playbook. These Terms of Service ("Terms" or "Agreement") govern your access to and use of Playbook, a service provided by Pack Digital, Inc., a Delaware corporation ("Pack Digital," "we," "us," or "our"). By accessing or using the Services, you ("Customer" or "you") agree to be bound by these Terms.

1. Service Description

Pack Digital Inc. provides Playbook, a Shopify optimization service that analyzes Customer's online store and implements performance improvements through script injection and theme modifications (the "Service"). The Service may:

• Inject JavaScript and other scripts into Customer's Shopify storefront
• Modify theme files, assets, and configurations
• Access and analyze store performance data and analytics
• Implement A/B tests and optimization experiments
• Route Customer's domain traffic through Pack Digital's infrastructure for the purpose of traffic splitting and A/B testing between Customer's original storefront and an optimized variant

2. Authorization and Access

2.1 Grant of Access

Customer hereby authorizes Pack Digital to access Customer's Shopify store, theme files, and related systems as necessary to provide the Service. Customer will provide Pack Digital with necessary credentials, API access, and permissions.

2.2 Scope of Modifications

Customer acknowledges and agrees that the Service involves automated and manual modifications to Customer's storefront, including script injection into live production environments. Pack Digital will use commercially reasonable efforts to ensure modifications do not materially impair store functionality.

2.3 Domain Configuration and Traffic Routing

Customer may configure a domain or subdomain to route traffic through Pack Digital's service for A/B testing purposes. Customer acknowledges that: (a) Customer is solely responsible for proper DNS configuration; (b) during such configuration, all storefront traffic will pass through Pack Digital's infrastructure; (c) any misconfiguration, service interruption, or latency introduced by this routing may affect Customer's storefront availability and performance; and (d) Pack Digital does not guarantee any specific uptime or latency for traffic routing services. Customer may discontinue traffic routing at any time by reverting DNS configuration.

3. Customer Responsibilities

Customer agrees to:

• Maintain valid Shopify store credentials and notify Pack Digital of any changes
• Provide timely feedback and approvals when requested
• Maintain backups of theme files and store data
• Notify Pack Digital before making significant changes to store theme or third-party apps that may affect Service functionality
• Comply with all applicable laws, Shopify's terms of service, and third-party platform requirements
• Properly configure and maintain DNS settings when using traffic routing features, and maintain the ability to revert DNS configuration in the event of service issues
• Notify Pack Digital promptly of any traffic routing issues or anomalies

4. Fees and Payment

4.1 Subscription Fees

Customer agrees to pay the fees specified in the applicable order form or subscription plan ("Fees"). Fees are due in advance on a monthly or annual basis as specified.

4.2 Payment Terms

All invoices are due within fifteen (15) days of the invoice date. Late payments accrue interest at 1.5% per month or the maximum rate permitted by law, whichever is less.

4.3 Taxes

Fees exclude all taxes, levies, and duties. Customer is responsible for all applicable taxes, excluding taxes based on Pack Digital's net income.

5. Term and Termination

5.1 Term

This Agreement begins on the date you first access the Service and continues for the initial term specified in your subscription, automatically renewing for successive periods of the same duration unless either Party provides written notice of non-renewal at least thirty (30) days before the end of the then-current term.

5.2 Termination for Cause

Either Party may terminate this Agreement upon thirty (30) days written notice if the other Party materially breaches this Agreement and fails to cure such breach within the notice period.

5.3 Effect of Termination

Upon termination: (a) Customer's access to the Service will cease; (b) Pack Digital will remove injected scripts and modifications upon Customer's written request within thirty (30) days of termination; (c) Customer remains liable for all Fees accrued prior to termination. Sections 6, 7, 8, 9, and 11 survive termination.

6. Disclaimers and Risk Acknowledgment

6.1 Performance Disclaimer

Customer acknowledges that the Service involves modifications to Customer's live storefront and that such modifications carry inherent risks. Pack Digital does not guarantee any specific performance improvements, conversion rate increases, revenue gains, or other business outcomes.

6.2 AS-IS Disclaimer

Except as expressly set forth herein, the Service is provided "AS IS" without warranties of any kind, whether express, implied, statutory, or otherwise, including warranties of merchantability, fitness for a particular purpose, title, or non-infringement.

6.3 Third-Party Platforms

Pack Digital is not responsible for changes to Shopify, third-party apps, or other platforms that may affect Service functionality.

6.4 Traffic Routing

When Customer configures domain traffic to route through Pack Digital's service, Customer acknowledges that storefront availability becomes dependent on Pack Digital's infrastructure. Pack Digital is not liable for lost revenue, orders, or customer data resulting from service interruptions, latency, or DNS configuration issues. Customer is responsible for maintaining backup access to their storefront.

7. Limitation of Liability

7.1 Consequential Damages Waiver

In no event will either Party be liable for any indirect, incidental, special, consequential, or punitive damages, including lost profits, lost revenue, lost data, or business interruption, arising out of or related to this Agreement, regardless of the theory of liability.

7.2 Liability Cap

Each Party's total aggregate liability arising out of or related to this Agreement will not exceed the total fees paid or payable by Customer during the twelve (12) months preceding the claim.

7.3 Exceptions

The limitations in this Section 7 do not apply to: (a) Customer's payment obligations; (b) either Party's indemnification obligations; (c) either Party's breach of confidentiality obligations; or (d) either Party's gross negligence or willful misconduct.

8. Indemnification

8.1 By Pack Digital

Pack Digital will defend, indemnify, and hold harmless Customer from third-party claims alleging that the Service infringes a third party's intellectual property rights, and will pay any resulting damages finally awarded.

8.2 By Customer

Customer will defend, indemnify, and hold harmless Pack Digital from third-party claims arising from: (a) Customer's store content, products, or services; (b) Customer's breach of this Agreement; or (c) Customer's violation of applicable laws.

8.3 Procedures

The indemnifying Party's obligations are conditioned on: (a) prompt written notice of the claim; (b) sole control of the defense and settlement; and (c) reasonable cooperation from the indemnified Party.

9. Data and Privacy

9.1 Data Access

Customer acknowledges that Pack Digital will access store analytics, performance data, and other information necessary to provide the Service.

9.2 Privacy Policy

Pack Digital's collection and use of data is governed by our Privacy Policy, which is incorporated by reference.

9.3 Confidentiality

Each Party agrees to keep confidential any non-public information disclosed by the other Party and to use such information only for purposes of this Agreement.

9.4 Traffic Data

When Customer uses traffic routing features, end-user requests and responses pass through Pack Digital's infrastructure. Pack Digital will process such data solely to provide the Service and will not sell or share end-user data with third parties except as required to provide the Service or as required by law.

10. Intellectual Property

10.1 Pack Digital IP

Pack Digital retains all rights in the Service, including all scripts, code, methodologies, and technology. No license is granted except the right to receive the Service during the term.

10.2 Customer IP

Customer retains all rights in Customer's store, content, branding, and data.

11. General Provisions

11.1 Governing Law

This Agreement is governed by the laws of the State of California without regard to conflict of laws principles. The Parties submit to the exclusive jurisdiction of the courts in San Diego County, California.

11.2 Entire Agreement

This Agreement constitutes the entire agreement between the Parties and supersedes all prior agreements regarding its subject matter.

11.3 Amendments

We reserve the right to modify these Terms at any time. If we make material changes, we will notify you by email or by posting a notice on our website prior to the changes becoming effective. Your continued use of the Services after the effective date constitutes acceptance of the changes.

11.4 Assignment

Neither Party may assign this Agreement without the other's prior written consent, except in connection with a merger, acquisition, or sale of substantially all assets.

11.5 Severability

If any provision is held unenforceable, it will be modified to the minimum extent necessary, and the remaining provisions will continue in effect.

11.6 Waiver

No waiver of any right will be effective unless in writing. Failure to enforce any right is not a waiver of that right.

12. Contact Information

If you have any questions about these Terms, please contact us at:

Pack Digital, Inc.
Email: support@heyplaybook.com