FillMy3PL Terms of Service

Effective Date: September 9, 2025
Dog & Goose LLC, a California limited liability company, doing business as FillMy3PL (“FillMy3PL”, “we”, “us”)

These Terms of Service (“Terms”) govern access to and use of the FillMy3PL services by any customer and its users (“Customer”, “you”). If you have a signed customer agreement or order form with us (an “Order” or “Customer Agreement”), that document controls over any conflicting term here.1. Definitions

1.1 Affiliate means any entity that controls, is controlled by, or is under common control with a party, where “control” means ownership of more than 50% of voting interests.
1.2 Change of Control means (a) sale or other disposition of substantially all assets of a party, (b) transfer of more than 50% of voting securities of a party (excluding bona fide equity financings), or (c) merger/consolidation where pre-transaction owners do not hold a majority of voting power of the surviving or parent entity.
1.3 Content means content, data, or information owned by FillMy3PL or its licensors and made available through the Software or Services. Content excludes Customer Data.
1.4 Customer Data means electronic data and information that Customer or its Users provide to, or that is generated for Customer by, the Software/Services (e.g., account domains, CRM identifiers, inbox-derived domains, signal matches, scores, and outputs specific to Customer).
1.5 Customer System means systems operated by or for Customer to run its business (e.g., CRM, email/inbox, networks, devices).
1.6 Documentation means user guides, instructions, and technical docs we provide for the Software/Services.
1.7 Effective Date is the effective date of these Terms above, or the signature date of the first Order if applicable.
1.8 Error means a reproducible failure of the Software to substantially conform to the Documentation.
1.9 Order means any signed order form, SOW, or customer agreement referencing the Services; each Order is incorporated by reference.
1.10 Services means FillMy3PL’s sales-intelligence services delivered via the Software and related configuration, onboarding, or support. Services include the delivery of sales-intelligence outputs (e.g., daily reports/briefings, research briefs, CRM dashboards).
1.11 Software means FillMy3PL’s proprietary software platform (including modified, updated, or enhanced versions) identified in an Order or made available to Customer.
1.12 Support means technical and consultative support purchased or included under an Order and further described in Documentation.
1.13 Usage Data means data generated by or about use of the Software/Services in aggregated, de-identified form (e.g., usage patterns, performance metrics, model/score telemetry) that does not identify Customer or any individual.
1.14 Users means Customer’s employees, contractors, or agents authorized to use the Services on Customer’s behalf.

2. The Software & Access Rights

2.1 Access Rights. Subject to these Terms and any Order, FillMy3PL grants Customer a non-exclusive, non-transferable, non-sublicensable right for Users to access and use the Software and Services for Customer’s internal business purposes, in accordance with the Documentation and usage limits in the Order.
2.2 Restrictions. Customer will not (and will not permit others to): (a) copy, modify, create derivative works of, reverse engineer, decompile, disassemble, or otherwise attempt to derive source code, models, or trade secrets of the Software; (b) use the Software or Services for any third party (e.g., as a service bureau) or to process data of any third party other than Customer; (c) allow access to anyone other than authorized Users; (d) use the Software/Services or Content to build a competing product; (e) remove or export the Software/Content in violation of U.S. export laws; or (f) use the Services in violation of law or third-party platform terms.
2.3 Users & Security. Customer is responsible for Users’ acts and omissions and for maintaining the security and confidentiality of its accounts, credentials, and Customer Systems. Customer will promptly notify us of any suspected unauthorized access.
2.4 Cooperation. Customer will provide timely cooperation and accurate access credentials (e.g., CRM or inbox), points of contact, and reasonable assistance needed for onboarding and delivery.

3. Service; Support; Evolution

3.1 Service Delivery. We provide the Services on business days (Monday–Friday, U.S. holidays excluded) on a commercially reasonable efforts basis. Unless an Order states otherwise, the Services do not include around-the-clock availability or a formal SLA.
3.2 Support. We provide Support as described in Documentation or the applicable Order.
3.3 Service Evolution. The Service is continuously improved. We may add, modify, or remove features, signal sources, APIs, or delivery channels, provided core contracted deliverables in an Order (if any) are maintained. Changes do not constitute a breach.

4. Fees; Suspension

4.1 Fees & Taxes. Customer will pay fees and applicable taxes as set forth in the Order. Fees are exclusive of taxes (other than our income taxes).
4.2 Payment Terms. Unless the Order states differently, invoices are due upon receipt in U.S. dollars. Disputed amounts must be noticed in writing within 30 days of invoice. Except as expressly stated in an Order, payments are non-refundable.
4.3 Suspension for Non-Payment. If any undisputed amount is 30 days past due, we may suspend the Services (after at least 10 days’ prior written notice) until all undisputed amounts are paid.

5. Term; Termination; Data Return

5.1 Term. These Terms remain in effect while Customer uses the Services or has an active Order. Each Order has the term stated in it and may auto-renew as stated therein.
5.2 Termination for Cause. Either party may terminate these Terms or an Order immediately upon written notice if the other party materially breaches and fails to cure within 30 days after written notice (if curable).
5.3 Effect of Termination. Upon expiration/termination: (a) all amounts due become payable per Section 4; (b) Customer must cease use and access; and (c) we will make Customer Data available for export for 30 days, then delete it from active systems, except where retention is required by law or for archived backups.
5.4 Survival. Sections 1, 2.2–2.4, 4, 5.3–5.4, 6–12 survive termination.

6. Proprietary Rights; Feedback; Publicity

6.1 Company Technology. FillMy3PL and its licensors own all rights in the Software, Services, Content, Documentation, and related IP (collectively, “Company Technology”). Except for the access rights expressly granted, no other rights are granted, and all are reserved.
6.2 Customer Data & Outputs. As between the parties, Customer owns Customer Data and the specific outputs generated for Customer (e.g., briefings, PDFs). Subject to Section 7.2, we obtain no ownership in Customer Data.
6.3 Open Source. The Services may include open-source components under their own licenses; those licenses govern as to such components.
6.4 Feedback. If Customer provides suggestions, we may use them without restriction or obligation, and we may attribute feedback to Customer unless Customer instructs otherwise in writing.
6.5 Publicity. We may identify Customer (name/logo) as a customer in marketing materials and on our website. Upon request, we will follow Customer’s public brand/trademark guidelines.

7. Data Rights & Security

7.1 Customer Data. Customer is responsible for the accuracy, quality, legality, and permissions for Customer Data and represents it has obtained all necessary rights and consents for our use under these Terms.
7.2 License to Customer Data. Customer grants FillMy3PL a limited, non-exclusive, royalty-free license during the term to access, process, store, transmit, display, and create derivative works of Customer Data solely to provide and improve the Services.
7.3 Usage Data. FillMy3PL may collect and use Usage Data to operate, analyze, benchmark, and improve the Services. As between the parties, FillMy3PL owns Usage Data and may use it during and after the term, provided it does not identify Customer or individuals.
7.4 Security. We implement administrative, technical, and organizational measures designed to protect Customer Data in our systems. Customer remains responsible for securing Customer Systems, user devices, and access credentials.

8. Warranties; Disclaimers

8.1 Customer Warranties. Customer represents it has, and will maintain, all rights and permissions to provide Customer Data and grant the rights in Section 7.2, and that its use of the Services complies with applicable laws and third-party terms.
8.2 Disclaimers. EXCEPT AS EXPRESSLY SET OUT IN AN ORDER, THE SOFTWARE, SERVICES, AND CONTENT ARE PROVIDED “AS IS” AND “AS AVAILABLE.” WE DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY ARISING FROM COURSE OF DEALING OR USAGE. WE DO NOT GUARANTEE THE ACCURACY OR COMPLETENESS OF THIRD-PARTY SIGNALS OR DATA, OR UNINTERRUPTED/ERROR-FREE OPERATION.

9. Indemnification

9.1 By FillMy3PL. We will defend Customer against third-party claims alleging that the unmodified Software, as provided by us, directly infringes U.S. intellectual property rights, and pay damages, costs, and reasonable attorneys’ fees finally awarded, provided Customer (a) promptly notifies us, (b) grants us sole control of defense/settlement, and (c) reasonably cooperates at our expense. We may (i) procure continued use, (ii) replace or modify the Software to be non-infringing, or (iii) terminate access and refund prepaid, unused fees for the affected period. We have no obligations for claims based on (1) use not in accordance with these Terms/Documentation, (2) combinations with items not provided or approved by us, or (3) modifications not made by us. THIS SECTION STATES OUR ENTIRE LIABILITY FOR IP INFRINGEMENT.
9.2 By Customer. Customer will defend and indemnify FillMy3PL from third-party claims and losses arising out of (a) Customer Data or Customer Systems, (b) Customer’s configuration or use of the Services in violation of law or these Terms, or (c) Customer’s breach of Section 2.2, 7.1, or 8.1, subject to notice, control, and cooperation obligations mirroring Section 9.1.

10. Limitation of Liability

10.1 Indirect Damages. NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES; OR LOST PROFITS, REVENUE, GOODWILL, OR DATA; EVEN IF ADVISED OF THE POSSIBILITY.
10.2 Cap. EXCEPT FOR (i) A PARTY’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 9, (ii) A PARTY’S BREACH OF SECTION 11 (CONFIDENTIALITY), (iii) CUSTOMER’S BREACH OF SECTION 2.2 (RESTRICTIONS), OR (iv) A PARTY’S WILLFUL MISCONDUCT/VIOLATION OF LAW, EACH PARTY’S TOTAL LIABILITY IS LIMITED TO THE FEES PAID OR PAYABLE BY CUSTOMER TO FILLMY3PL UNDER THE APPLICABLE ORDER IN THE 12 MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

11. Confidentiality

11.1 Definition. “Confidential Information” means non-public information disclosed by one party (“Discloser”) to the other (“Recipient”) that is marked or should reasonably be understood as confidential (including Company Technology, Documentation, roadmaps; and Customer Data).
11.2 Protection. Recipient will use Confidential Information only as permitted herein, protect it using at least reasonable care, disclose it only to those with a need to know under obligations of confidentiality, and return/destroy it upon request or termination (subject to routine backups and legal retention).
11.3 Exceptions. Confidential Information excludes information that is (a) already known without duty of confidentiality, (b) independently developed, (c) lawfully received from a third party, or (d) publicly available through no fault of Recipient. Recipient may disclose if required by law, with reasonable prior notice to Discloser (if lawful) to seek protective treatment.

12. General

12.1 Independent Contractors. The parties are independent contractors; neither may bind the other.
12.2 Assignment. Neither party may assign these Terms without the other’s written consent, except to an Affiliate or in connection with a merger, acquisition, or sale of substantially all assets (upon notice). Any prohibited assignment is void. These Terms bind permitted successors/assigns.
12.3 Force Majeure. Except for payment obligations, neither party is liable for delays/failures due to causes beyond reasonable control (e.g., natural disaster, war, strikes, outages, acts of government).
12.4 Notices. Notices must be in writing and delivered by email with confirmation, courier, or certified mail to the addresses in the Order or as updated in writing. Routine operational emails may be sent via ordinary email.
12.5 Governing Law; Venue. These Terms are governed by California law, without regard to conflicts principles. The parties submit to exclusive jurisdiction and venue of state/federal courts located in California. The U.N. CISG does not apply.
12.6 Remedies. Breach of Sections 2.2 or 11 may cause irreparable harm; the non-breaching party may seek injunctive relief without posting bond, in addition to other remedies.
12.7 Waiver; Severability. Failure to enforce is not a waiver. If any provision is unenforceable, it will be modified to the minimum extent necessary to be enforceable; the remainder remains in effect.
12.8 Entire Agreement; Order of Precedence; Changes. These Terms, together with any Order, constitute the entire agreement on their subject and supersede prior agreements. If there is a conflict, the Order (or signed Customer Agreement) controls, then these Terms, then Documentation. We may update these Terms; continued use after the Effective Date of an update constitutes acceptance.
12.9 Counterparts. If accepted via Order or signature, counterparts (including e-signature) together form one instrument.