TERMS OF SERVICE

Version 2026.3
First Published: September 27, 2021

Current Version Effective Date: September 14, 2026
Governing Law: Commonwealth of Virginia

1. DEFINITIONS

1.0 “TOS” shall mean these Terms of Service, as updated or amended from time to time.

1.1 “Carrier” shall mean the transportation carrier, freight forwarder, parcel service, or courier providing delivery services, whether arranged by MetsCube through its licensed transportation partners or arranged directly by Client. MetsCube contracts with licensed transportation brokers and carriers as vendors to provide shipping services as part of its fulfillment offering. The Carrier assumes all risk of loss and responsibility for the Goods upon receipt from MetsCube.

1.2 “Change Order” shall mean any written modification, amendment, or alteration to the Contract or the Services, signed or acknowledged in writing by both MetsCube and Client.

1.3 “Contract” shall mean the binding agreement formed between Client and MetsCube for the provision of Services, consisting of these Terms of Service (“TOS”), the executed Service Level Agreement (“SLA”), all onboarding forms, instructions submitted by Client, and any approved Change Orders.

1.4 “Services” shall mean all warehousing, receiving, handling, storage, repackaging, kitting, preparation, labeling, inventory management, fulfillment, and shipping coordination services performed by MetsCube pursuant to the Contract.

1.5 “MetsCube,” “we,” “us,” or “our” shall mean MetsCube LLC, operating from 4309 Wheeler Avenue and 4206 Wheeler Avenue, Alexandria, Virginia 22304, USA.

1.6 “Client,” “you,” or “your” shall mean the person or entity purchasing, utilizing, or benefiting from the Services, and any of their employees, agents, contractors, or affiliates.

1.7 “Goods,” “Inventory,” “Property,” or “Merchandise” shall mean any products, materials, supplies, packaging, finished goods, personal property, or any items tendered to MetsCube for receiving, handling, storage, or fulfillment.

1.8 “Facility” shall mean any MetsCube-operated warehouse, building, storage area, fulfillment center, or staging area where Goods are received, processed, stored, or shipped.

1.9 “Reasonable Care” shall mean the level of care that a competent third-party logistics provider would exercise under similar circumstances, consistent with industry standards and established operational procedures.

1.10 “Gross Negligence” shall mean a severe deviation from reasonable care, reflecting reckless disregard for the safety or security of Goods, but does not include clerical error, mis-keyed data, mislabeling, or other ordinary operational mistakes.

1.11 “Force Majeure Event” shall mean events beyond MetsCube’s reasonable control, including but not limited to natural disasters, weather events, fire, flood, theft, labor disturbances, acts of God, pandemics, supply-chain disruptions, system outages, carrier failures, governmental actions, utility service interruptions, and unusual governmental delays.

1.12 “Service Claim” shall mean any claim arising out of alleged errors, omissions, delays, mis-shipments, incorrect labeling, incorrect fulfillment, improper handling, damage, loss, or any other alleged deficiency in the performance of Services by MetsCube while Goods are in MetsCube’s care, custody, and control.

1.13 “High-Value Items” shall mean individual items with a declared value exceeding $1000 per unit.

1.14 “Business Hours” shall mean 8:00 AM to 4:00 PM Eastern Standard Time, Monday through Friday, excluding federal holidays.

1.15 “Authorized Representative” shall mean any individual designated in writing by Client to issue instructions, access Facilities, approve shipments, or direct Services.

1.16 “SLA” shall mean the Service Level Agreement executed between Client and MetsCube, setting forth service-specific terms, pricing, and procedures. In the event of conflict, the SLA shall govern only with respect to commercial terms, while these TOS govern all operational matters.

1.17 “Marketplace Fulfillment” shall mean the Marketplace’s fulfillment program where MetsCube prepares Client’s goods according to the Marketplace’s specifications for shipment to marketplace fulfillment centers.

1.18 “Marketplace Guidelines” shall mean the Marketplace’s current Marketplace Fulfillment prep requirements, packaging standards, labeling requirements, and any category-specific preparation instructions as published in the Marketplace management dashboard. 

1.19 “Marketplace Penalties” shall mean fees, charges, or penalties imposed by the Marketplace on Client’s seller account for prep deficiencies, labeling errors, packaging violations, or other Marketplace Fulfillment requirement non-compliance.

1.20 “Shipping Insurance” shall mean optional third-party insurance coverage provided through ParcelGuard via MetsCube’s shipping platform provider (ShipStation) for Goods in transit, available for purchase by Client at Client’s sole discretion.

1.21 “Warehouse Legal Liability Insurance” or “WLL” shall mean the insurance policy maintained by MetsCube that covers MetsCube’s legal liability for direct physical loss of or damage to Client’s Goods while in MetsCube’s care, custody, and control, arising from MetsCube’s failure to exercise Reasonable Care. WLL coverage is subject to the policy’s terms, conditions, exclusions, deductibles, and per-occurrence and aggregate limits.

1.22 “Marketplace” shall mean any third party e-commerce or retail platform through which Client sells goods and to which Client directs MetsCube to prepare, label or ship those goods, as identified in Client’s onboarding form or applicable Service Order, together with that platform’s fulfillment network, seller policies, and published preparation and labeling requirements. Where Client sells through more than one such platform, “Marketplace” refers to each of them separately as the context requires.

 

2. CONTRACT FORMATION

2.1 By tendering Goods to MetsCube, instructing MetsCube to perform Services, or utilizing the Facility in any capacity, Client agrees to be bound by these TOS.

2.2 No terms, conditions, or agreements proposed by Client shall modify these TOS unless expressly accepted in writing by MetsCube.

2.3 MetsCube may revise these TOS periodically. The then-current version posted at https://metscube.com/terms-of-service/ shall govern all ongoing Services. Continued use of Services after posting constitutes acceptance of revised terms, subject to the notice provisions of Section 21.

2.4 These TOS shall survive any expiration or termination of the SLA until all Goods are removed from MetsCube’s Facility and all obligations are satisfied.

3. SCOPE OF SERVICES AND PERFORMANCE STANDARDS

3.1 Service Standard. MetsCube shall provide Services solely as expressly set forth in the Contract and shall exercise reasonable care in the performance of such Services consistent with industry standards.

3.2 Core Performance Commitments. MetsCube shall use commercially reasonable efforts to:

  • (a) Exercise reasonable care to protect and safeguard Client’s inventory and follow special handling requirements when properly disclosed by Client;

  • (b) Store inventory items at MetsCube’s designated storage locations, subject to sufficient capacity;

  • (c) Account for inventory items received and use appropriate storage methods for the nature of the goods;

  • (d) Maintain systems to record and track stock movements of inventory items;

  • (e) Conduct stock takes of inventory at 12-month intervals, or as otherwise agreed between the parties;

  • (f) Allow Client’s Authorized Representative reasonable access to inspect inventory during Business Hours with reasonable notice, provided Client complies with MetsCube’s health and safety policies;

  • (g) Provide services exercising a reasonable degree of skill, care, and efficiency expected from a competent provider;

  • (h) Maintain all licenses required by law in connection with the Services;

  • (i) Use reasonable endeavors to comply with Client’s reasonable and lawful directions;

  • (j) Use reasonable endeavors to obtain proof of delivery when undertaking shipping services;

  • (k) When arranging delivery, use reasonable endeavors to deliver to addresses designated by Client at requested dates and times, subject to compliance with applicable laws.

3.3 Performance Targets. MetsCube shall use commercially reasonable efforts to achieve the following operational targets:

  • (a) Order fulfillment accuracy: 99.0%

  • (b) Inventory cycle count accuracy: 98.5%

  • (c) Order processing within agreed timeframes: 95%

  • (d) Damage rate: Less than 0.3% of units handled

3.4 Performance Standard Adjustments. MetsCube’s performance will be adjusted to reflect delays or failures caused by Force Majeure Events, Client’s failure to comply with this agreement, or circumstances beyond MetsCube’s reasonable control. Performance standards may be amended by written agreement between the parties.

3.5 Exclusions. MetsCube is not responsible for:

  • (a) manufacturing defects or inherent vice in Goods;

  • (b) supplier, vendor, or factory errors or shortages;

  • (c) ensuring regulatory compliance of Client’s Goods;

  • (d) quality control beyond agreed inspection scope;

  • (e) customs, duty, or tax obligations;

  • (f) intellectual property infringement by Client’s Goods.

3.6 Transportation Services. MetsCube provides shipping coordination as part of its fulfillment services through contracts with licensed transportation brokers and carriers. MetsCube is not a licensed transportation broker but acts as a customer of transportation services that are then provided to Client as part of MetsCube’s comprehensive fulfillment offering. All transportation is arranged through MetsCube’s network of licensed transportation partners who maintain appropriate federal and state operating authorities.

4. CLIENT RESPONSIBILITIES

Client shall:

4.1 Provide accurate, complete, and timely instructions, SKU data, values, labeling information, handling requirements, and order details.

4.2 Ensure inbound Goods are properly packaged, labeled, and comply with applicable laws and regulations.

4.3 Pay all invoices timely according to the payment terms specified in the SLA.

4.4 Indemnification. Indemnify and hold MetsCube harmless from claims arising from:

  • (a) defective Goods or product liability claims;

  • (b) misdeclared values or inaccurate information;

  • (c) improper packaging or labeling;

  • (d) unauthorized use of intellectual property;

  • (e) Client’s violation of law or regulation;

  • (f) claims by carriers, customs authorities, or regulatory agencies;

  • (g) any breach of Client’s representations or warranties.

4.5 Provide SKU-level valuations, replacement cost information, and special handling instructions as requested.

4.6 Notify MetsCube immediately of any recalls, safety issues, or regulatory actions affecting stored Goods.

4.7 Communicate MetsCube’s delivery address and Client ID to respective suppliers and vendors.

4.8 Cooperate fully in any investigations, audits, or claim resolution processes.

4.9 Insurance Acknowledgment. Client acknowledges that MetsCube is not an insurance company or licensed insurance agent. While MetsCube maintains Warehouse Legal Liability (WLL) insurance covering losses caused by MetsCube’s negligence (as described in Sections 13 and 14), WLL does not constitute comprehensive or all-risk coverage. Client is solely responsible for determining and obtaining appropriate supplemental insurance coverage for risks not covered by MetsCube’s WLL policy.

4.10 Transportation Compliance. Client acknowledges that:

  • (a) MetsCube provides shipping services through licensed transportation partners as part of its fulfillment offering;

  • (b) Client agrees to MetsCube’s use of its transportation partner network for shipping services;

  • (c) Specific carrier selection may vary based on service requirements and partner availability;

  • (d) Transportation terms and liability are governed by applicable carrier terms and federal transportation regulations;

  • (e) Client’s sole remedy for transportation issues is through MetsCube’s vendor management processes and any applicable carrier protections.

4.11 Platform-Based Shipping Insurance. Client acknowledges that:

  • (a) Shipping insurance through ParcelGuard is offered via MetsCube’s shipping platform provider (ShipStation) and is entirely optional at Client’s sole discretion and expense;

  • (b) Client is responsible for determining whether shipping insurance is appropriate for their Goods;

  • (c) Insurance terms and conditions are governed by ParcelGuard’s policy as integrated through the ShipStation platform;

  • (d) MetsCube provides no advice or recommendations regarding insurance coverage decisions;

  • (e) Client remains solely responsible for filing and pursuing any insurance claims through the appropriate platform procedures;

  • (f) Availability of shipping insurance does not modify or increase MetsCube’s liability limitations.

5. RECEIVING OF GOODS

5.1 Receiving Standards. MetsCube receives Goods at the pallet or carton level only, unless otherwise agreed in writing. MetsCube’s receiving obligations are limited to:

  • (a) counting cartons or pallets as listed on delivery documents;

  • (b) noting obvious external damage to packaging;

  • (c) verifying that delivered items match receiving documents;

  • (d) rejecting clearly damaged or leaking packages.

5.2 Limitations of Receiving Inspection. MetsCube shall not open sealed cartons, verify internal quantities, or inspect internal conditions unless specifically contracted and paid for such services.

5.3 Concealed Damage and Shortages. MetsCube shall not be liable for concealed damage, supplier error, mislabeling, or shortages within sealed cartons not detectable through reasonable external inspection.

5.4 Carrier-Related Issues. MetsCube will document any visible exterior damage; responsibility for carrier-related loss, damage, or delay rests solely with the Carrier. Client must pursue claims directly with the delivering carrier.

5.5 Receiving Documentation. MetsCube’s obligations to account for inventory do not extend beyond ensuring receipt of the number of pallets noted on consignment documents. MetsCube is not required to count or account for cartons or other packaging placed on pallets unless specifically contracted.

5.6 Identification and Inspection Rights. If any identifying document or mark is lost, damaged, destroyed, or defaced, MetsCube may open any document, wrapping, package, or container to inspect contents to determine their nature, condition, or ownership.

6. STORAGE OF GOODS

6.1 Storage Conditions. Goods shall be stored under standard non-climate-controlled warehouse conditions. MetsCube does not provide controlled temperature or humidity environments unless expressly agreed in writing with additional charges.

6.2 Special Handling Disclosure. Client shall disclose any Goods requiring special handling, including but not limited to temperature sensitivity, fragile items, hazardous materials, or security requirements. Failure to disclose special requirements shall release MetsCube from any related liability.

6.3 Inventory Shrinkage Allowances. Normal warehouse operations may result in inventory variances. The following shrinkage allowances are accepted industry standards:

  • (a) Standard goods: 0.25% annually based on unit count

  • (b) Small parts and accessories: 0.4% annually based on unit count

  • (c) High-Value Items: 0.1% annually based on unit count

6.4 Shrinkage within these allowances shall not constitute a Service Claim or grounds for liability.

6.5 Release of Goods. MetsCube will not release any inventory from storage except to Client or to an Authorized Representative to receive the goods.

7. ORDER FULFILLMENT & SHIPPING

7.1 MetsCube shall fulfill orders in accordance with the data, addresses, shipping methods, and instructions provided by Client through agreed communication channels.

7.2 Reliance on Client Data. MetsCube is entitled to rely fully on Client-provided information including product descriptions, values, shipping addresses, and special instructions. Errors in such data are the sole responsibility of Client.

7.3 Title and Risk Transfer and Transportation Model. MetsCube provides shipping services as part of its fulfillment offering through contracts with licensed transportation brokers and carriers. Title and risk of loss transfer to the transportation provider immediately upon their receipt of the Goods from MetsCube’s Facility. MetsCube contracts with licensed transportation providers as vendors and provides shipping services to Client as part of its fulfillment offering, but does not act as a transportation broker. MetsCube has no liability for goods after tendering to the transportation provider.

7.4 Transportation Limitations. MetsCube is not responsible for: 

  • (a) carrier loss, delay, theft, damage, or mishandling after goods leave MetsCube custody; 

  • (b) delivery errors caused by incorrect addresses or recipient information;

  • (c) transit damage or loss;

  • (d) carrier performance issues with MetsCube’s transportation partners;

  • (e) customs delays or duties for international shipments. 

MetsCube provides transportation services through licensed broker and carrier partners as part of its fulfillment offering but is not itself a licensed transportation broker.

7.5 Shipping Documentation. Client is responsible for providing accurate commercial invoices, packing lists, and any required documentation for domestic and international shipments.

7.6 Fulfillment Requirements. MetsCube shall comply with all fulfillment requirements set out between the parties and use reasonable endeavors to arrange delivery to Client-nominated addresses at requested dates and times.

7.7 Client-Arranged Transportation Option. Client may elect to arrange their own transportation services. When Client arranges transportation:

  • (a) Client contracts directly with their selected carriers;

  • (b) MetsCube provides pickup coordination and documentation support only; 

  • (c) Title and risk transfer to Client’s carrier upon pickup from MetsCube’s Facility;

  • (d) Client assumes all responsibility for carrier performance, costs, and compliance;

  • (e) MetsCube has no liability for transportation-related issues when Client arranges carriers.

7.8 Optional Shipping Insurance. 

  • (a) MetsCube may offer optional shipping insurance through ParcelGuard Insurance Services via our shipping platform provider (ShipStation) for Client’s Goods during transit;

  • (b) Insurance coverage is available for any goods at Client’s request and sole expense;

  • (c) Client may purchase shipping insurance through MetsCube’s order processing system, which integrates with ShipStation’s insurance offerings;

  • (d) Insurance premiums are charged separately and in addition to MetsCube’s fulfillment and shipping fees;

  • (e) All insurance claims must be submitted in accordance with ParcelGuard’s claims procedures through the ShipStation platform;

  • (f) MetsCube acts solely as a facilitator for insurance services available through our shipping platform and assumes no responsibility for insurance coverage, claims processing, or claim denials;

  • (g) Client’s decision to purchase or decline shipping insurance does not affect MetsCube’s liability limitations set forth in Section 13.

8. MARKETPLACE FULFILLMENT PREP SERVICES

8.1 Prep Requirement Accuracy. Client is solely responsible for providing current, accurate Marketplace Fulfillment prep requirements for each SKU. MetsCube will execute prep services according to Client-provided specifications but assumes no liability for marketplace guideline changes not communicated by Client within 48 hours of the Marketplace’s notification. 

8.2 Marketplace Penalty Allocation.  

  • (a) MetsCube assumes liability for Marketplace penalties resulting from documented failure to follow Client-provided prep instructions, limited to actual penalty amounts with maximum liability of $500 per occurrence, $2,500 annual aggregate per Client.

  • (b) Client assumes liability for penalties resulting from:  

    • (i) inaccurate or outdated prep requirements provided to MetsCube;  

    • (ii) product condition issues existing prior to MetsCube receiving goods;  

    • (iii) marketplace guideline changes not communicated within specified timeframes;  

    • (iv) category restrictions or account-specific requirements not disclosed to MetsCube. 

8.3 Penalty Mitigation Procedures. Upon notification of Marketplace penalties, MetsCube will collaborate with Client to investigate root causes and implement corrective procedures. MetsCube may require enhanced documentation or modified procedures for SKUs with recurring penalty issues. 

8.4 Client Documentation Obligations. Client shall provide:  

  • (a) current screenshots of Marketplace prep requirements for each SKU;  

  • (b) immediate notification of any the Marketplace management dashboard messages regarding prep requirement changes;  

  • (c) category-specific marketplace guidelines and any account restrictions;  

  • (d) product condition certifications for used, returned, or refurbished items. 

8.5 Service Limitations. MetsCube’s Marketplace Fulfillment prep services are limited to physical preparation activities. MetsCube is not responsible for Marketplace account health, seller performance metrics, or compliance with the Marketplace’s broader seller policies unrelated to physical product preparation.

9. INVENTORY MANAGEMENT AND ACCURACY

9.1 MetsCube shall maintain inventory records using industry-standard warehouse management systems and procedures.

9.2 Cycle Counting. MetsCube will conduct regular cycle counts according to established procedures. Inventory discrepancies will be investigated and reported to Client.

9.3 Physical Inventory. Client may request a complete physical inventory at Client’s expense with reasonable advance notice.

9.4 Inventory Adjustments. Inventory variances exceeding shrinkage allowances will be investigated. Confirmed losses due to MetsCube’s failure to exercise reasonable care will be subject to the liability limitations in Section 13.

9.5 Stock Movement Tracking. MetsCube maintains systems to record and track all stock movements and shall provide regular reporting as specified in the SLA.

10. SERVICE CLAIMS – NOTICE AND FILING REQUIREMENTS

10.1 Notice Timeline. Client must provide written notice of any Service Claim to MetsCube within ten (10) business days of the earlier of: (a) Client’s discovery of the issue, or (b) the date the issue should reasonably have been discovered.

10.2 Expedited Notice for Special Circumstances:

  • (a) High-Value Items: 3 business days

  • (b) Perishable goods: 24 hours

  • (c) Safety hazards or hazardous materials: Immediate notification

10.3 Claims Barred. Service Claims not submitted within the specified periods are irrevocably waived, except where prohibited by applicable law.

10.4 Documentation Requirements. All Service Claims must include:

  • (a) Detailed description of the alleged deficiency

  • (b) Order records and relevant documentation

  • (c) Clear photographs of damaged goods and packaging (where applicable)

  • (d) Commercial invoices or receipts showing cost of goods

  • (e) Packing lists with SKU-level detail

  • (f) Carrier tracking information (where relevant)

  • (g) Any additional information reasonably requested by MetsCube

  • (h) For purposes of establishing cost of goods, ‘sourcing cost’ shall mean Client’s actual cost to source products from manufacturers, wholesalers, or suppliers, excluding shipping, handling, customs duties, and other ancillary costs. MetsCube may request additional documentation to validate submitted costs and may rely on industry cost estimates when adequate documentation is not provided.

10.5 Preservation of Evidence. Client must preserve damaged goods and original packaging materials until claim resolution or MetsCube provides written authorization for disposal.

11. INVESTIGATION AND RESOLUTION PROCESS

11.1 Investigation Timeline. MetsCube shall:

  • (a) Acknowledge receipt of claims within 2 business days

  • (b) Complete investigation within 15 business days of receiving complete documentation

  • (c) Provide written determination of claim approval or denial

11.2 Client Cooperation. Client shall cooperate fully in any investigation, including providing access to records, personnel, and facilities as reasonably necessary.

11.3 Right of Inspection. MetsCube reserves the right to inspect claimed goods before disposal or return. Client must obtain MetsCube’s written consent before disposing of goods subject to a pending claim.

11.4 Appeal Process. Client may appeal claim denials by submitting additional evidence within 5 business days of receiving MetsCube’s determination.

11.5 Claims Process Integrity. MetsCube reserves the right to decline or delay processing of claims that appear frivolous, premature, or submitted in patterns suggesting abuse of the claims process. Clients who repeatedly submit unsubstantiated claims may be subject to enhanced documentation requirements.

11.6 Service Credits. MetsCube may, in its sole discretion, provide service credits to Client’s account for operational issues, service disruptions, or performance concerns. Any service credits offered are:

  • (a) voluntary and provided as a customer service accommodation;

  • (b) applied to future invoices and not refundable as cash payments;

  • (c) determined solely at MetsCube’s discretion based on individual circumstances;

  • (d) not an admission of liability or breach of contract;

  • (e) subject to Client’s account being in good standing.

Service credits do not waive or limit MetsCube’s liability limitations set forth in Section 13, nor do they constitute MetsCube’s exclusive remedy for any service issues.

12. EXCLUSIONS FROM LIABILITY

12.1 The following shall not constitute grounds for Service Claims or MetsCube liability:

  • (a) errors arising from inaccurate, incomplete, or conflicting instructions or data submitted by Client;

  • (b) variations caused by carrier handling, transit delays, misroutes, theft, or damage occurring after goods leave MetsCube’s custody;

  • (c) shortages or damage concealed within sealed cartons not detectable through reasonable inspection;

  • (d) manufacturing defects, supplier defects, or inherent vice in goods;

  • (e) events caused by improper packaging by Client or Client’s vendors;

  • (f) delays or losses caused by Force Majeure Events;

  • (g) normal shrinkage within accepted tolerances per Section 6.3;

  • (h) deterioration of perishable goods;

  • (i) changes in market value of goods during storage;

  • (j) Client’s failure to provide accurate handling instructions;

  • (k) customs delays, duties, or regulatory actions;

  • (l) system downtime or integration issues not caused by MetsCube’s gross negligence;

  • (m) errors arising from Client’s failure to comply with legal requirements or provide required documentation;

  • (n) Marketplace Fulfillment penalties resulting from marketplace guideline changes not communicated by Client within required timeframes; 

  • (o) Marketplace account suspensions, restrictions, or policy violations unrelated to MetsCube’s prep services; 

  • (p) Marketplace category restrictions or seller account limitations not disclosed by Client.

12.2 Transportation Service Model. The following clarifications apply to MetsCube’s transportation services:

  • (a) MetsCube provides shipping coordination as part of its fulfillment services through contracts with licensed transportation partners;

  • (b) MetsCube acts as a customer of transportation services that are provided to Client as part of MetsCube’s fulfillment offering;

  • (c) MetsCube is not a licensed transportation broker but contracts with licensed brokers and carriers as service vendors;

  • (d) All transportation providers utilized by MetsCube maintain appropriate federal and state operating authorities;

  • (e) Transportation liability is governed by the applicable carrier’s terms and federal transportation regulations;

  • (f) MetsCube’s liability for transportation services is limited to its vendor management and coordination responsibilities.

13. LIABILITY STANDARDS AND LIMITATIONS

13.1 Standard of Care. MetsCube shall exercise reasonable care in the performance of Services. MetsCube’s liability is limited to situations where Client proves by a preponderance of evidence that MetsCube failed to exercise reasonable care and such failure was the proximate cause of the claimed loss. The availability of optional shipping insurance through third-party providers does not increase MetsCube’s liability beyond the limits specified in this Section 13, nor does it create any obligation for MetsCube to recommend, verify, or guarantee insurance coverage.

13.2 Not a Common Carrier. MetsCube is not a common carrier and will accept no liability as such. All Services are performed subject only to this Contract and these Terms of Service. MetsCube reserves the right to refuse to provide Services for any goods at its discretion.

13.3 Maximum Liability. MetsCube maintains Warehouse Legal Liability (WLL) insurance with coverage limits of $1,000,000 per occurrence and $1,000,000 annual aggregate. WLL insurance covers MetsCube’s legal liability for direct physical loss of or damage to Client’s Goods while in MetsCube’s care, custody, and control, where such loss or damage is caused by MetsCube’s failure to exercise Reasonable Care. MetsCube’s maximum liability for approved Service Claims shall be the lesser of:

  • (a) The actual cost of goods as evidenced by original purchase invoices from manufacturers or suppliers;

  • (b) The amount recoverable under MetsCube’s warehouse liability insurance, subject to:

    • Insurance policy terms and conditions 

    • Client payment of applicable deductible ($1,000 per occurrence)

    • Annual aggregate limit of $1,000,000.

  • (c) For claims not covered by insurance: 10% of monthly service fees paid by Client in the preceding three months;

  • (d) MetsCube’s warehouse liability insurance is subject to policy terms, conditions, and exclusions;

  • (e) Insurance coverage availability does not guarantee claim payment;

  • (f) Client agrees to cooperate with insurance carrier investigations;

  • (g) When original purchase documentation is unavailable or insufficient, MetsCube may utilize industry cost estimates or comparable product pricing to determine reimbursement amounts;

  • (h) Marketplace Fulfillment penalties as specifically governed by Section 8.2.

13.4 Annual Aggregate Cap. MetsCube’s total aggregate liability for all Service Claims shall not exceed $1,000,000 per policy year, subject to the terms, conditions, and availability of MetsCube’s Warehouse Legal Liability (WLL) insurance policy.

13.5 Prohibited Damages. Under no circumstances shall MetsCube be liable for:

  • (a) consequential, incidental, punitive, special, or indirect damages;

  • (b) lost profits, lost sales, lost business opportunities, or business interruption;

  • (c) chargebacks, penalties, or compliance fees imposed by third parties;

  • (d) expedited freight or shipping costs;

  • (e) reputational harm or market value fluctuations;

  • (f) loss of data or information;

  • (g) claims for amounts exceeding the actual cost value of goods.

13.6 Exclusive Remedies. Client’s sole and exclusive remedies for approved Service Claims shall be:

  • (a) correction or re-performance of affected Services, where commercially reasonable;

  • (b) monetary compensation limited to the caps specified above.

13.7 Post-Reimbursement Rights. In the event reimbursed goods are subsequently located, MetsCube reserves the right to offset future reimbursements or invoice Client for recovery of reimbursement amounts previously paid. 

14. CLIENT INSURANCE AND RISK MANAGEMENT

14.1 Insurance Disclaimer and Limitation. Client acknowledges and agrees that:

  • (a) MetsCube’s liability for Client’s Goods is governed by the Limitations of Liability set forth in Section 13;

  • (b) MetsCube maintains Warehouse Legal Liability (WLL) insurance that covers direct physical loss of or damage to Client’s Goods caused by MetsCube’s failure to exercise Reasonable Care, subject to policy terms, conditions, exclusions, and the limits specified in Section 13;

  • (c) WLL insurance does not constitute all-risk coverage and does not cover losses from Force Majeure Events, inherent vice, inadequate packaging, or other causes not attributable to MetsCube’s negligence;

  • (d) MetsCube is not an insurance company or licensed insurance agent;

  • (e) Client retains responsibility for obtaining comprehensive insurance coverage for risks not covered by MetsCube’s WLL policy, including but not limited to Acts of God, transit losses, and full replacement value coverage.

14.2 Optional Insurance Coverage. Client may purchase insurance for their Goods at Client’s sole discretion, cost, and expense. Such insurance options may include but are not limited to:

  • (a) Comprehensive business property insurance covering full replacement value;

  • (b) Transit and warehouse insurance policies;

  • (c) Third-party logistics insurance products;

  • (d) Parcel insurance for individual shipments (where available through MetsCube’s carrier partners).

14.3 Client Insurance Responsibility. If Client chooses to maintain insurance coverage:

  • (a) Client’s insurance shall be primary and non-contributory to any coverage maintained by MetsCube;

  • (b) Client waives subrogation rights against MetsCube to the extent covered by Client’s insurance;

  • (c) Client is solely responsible for filing claims with their insurance carriers;

  • (d) MetsCube will reasonably cooperate with Client’s insurance investigations upon request.

14.4 MetsCube Insurance. MetsCube maintains the following insurance coverage consistent with industry practices:

  • (a) Warehouse Legal Liability (WLL) insurance covering MetsCube’s legal liability for loss or damage to Client’s Goods caused by MetsCube’s negligence, with limits as specified in Section 13;

  • (b) Commercial general liability insurance;

  • (c) Professional liability insurance;

  • (d) Workers’ compensation insurance as required by law.

MetsCube will provide a Certificate of Insurance (COI) to Client upon written request. MetsCube’s insurance coverage does not increase MetsCube’s liability beyond the limits set forth in Section 13.

14.5 Supplemental Insurance Responsibility. While MetsCube maintains WLL insurance as described in Section 14.4, Client acknowledges that WLL coverage is limited to losses caused by MetsCube’s negligence. MetsCube has no obligation to obtain, maintain, or verify supplemental or all-risk insurance coverage for Client’s Goods. Client acknowledges that MetsCube’s liability limitations in Section 13 represent the maximum recovery available regardless of the value of Goods or the extent of any loss.

14.6 Third-Party Shipping Insurance Through Platform Provider. 

  • (a) MetsCube is not an insurance company or licensed insurance agent and does not assume any liability or risk associated with the purchase or sale of shipping insurance;

  • (b) Shipping insurance, when purchased, is provided by ParcelGuard Insurance Services through MetsCube’s shipping platform provider (ShipStation) under a separate insurance policy;

  • (c) MetsCube makes no representations or warranties regarding insurance coverage, claim processing, or the financial stability of ParcelGuard or ShipStation;

  • (d) Client acknowledges that shipping insurance is separate from and does not replace Client’s obligation to maintain comprehensive business insurance as recommended in Section 14.2;

  • (e) Any disputes regarding insurance coverage or claims must be resolved through ShipStation’s platform procedures and/or directly with ParcelGuard;

  • (f) MetsCube’s role is limited to facilitating access to insurance options through our shipping platform;

  • (g) MetsCube’s liability limitations remain in effect regardless of whether Client purchases shipping insurance. 

15. TECHNOLOGY SERVICES AND CUSTOMER SUPPORT

15.1 System Access. MetsCube may provide Client access to warehouse management systems and reporting tools as specified in the SLA.

15.2 Data Accuracy. While MetsCube strives for accurate data transmission, Client is responsible for verifying all data and reports. MetsCube’s liability for data errors is limited to correction of the data.

15.3 System Downtime. MetsCube will use reasonable efforts to maintain system availability but does not guarantee uninterrupted service. Scheduled maintenance will be communicated with reasonable advance notice.

15.4 Integration Support. Technical integration requirements and responsibilities shall be detailed in the SLA or separate Technical Agreement.

15.5 Customer Support Standards:

  • (a) Telephone support: 8 AM to 5 PM, Monday-Friday (EST)

  • (b) Email support: Monitored 8 AM to 5 PM, Monday-Friday (EST)

  • (c) Emergency after-hours: Best efforts via mobile forwarding

  • (d) Onsite assistance: Available within 72 hours during business week

15.6 Response Time Commitments:

  • (a) High priority issues: Within 2 hours (business hours)

  • (b) Medium priority issues: Within 48 hours

  • (c) Low priority issues: Within 5 business days

15.7 Remote Assistance. Remote assistance will be provided in line with the above timescales dependent on the priority of the support request.

15.8 Data Breach Notification. In the event MetsCube becomes aware of a security breach involving Client’s confidential business data or personally identifiable information held by MetsCube, MetsCube shall notify affected Client(s) within 72 hours of confirming the breach, consistent with the requirements of the Virginia Computer Crimes Act (Va. Code § 18.2-186.6). Notification shall include, to the extent known at the time, the nature of the breach, the categories of data affected, and recommended protective measures. MetsCube’s obligation under this section is limited to notification and does not expand MetsCube’s liability beyond the limitations set forth in Section 13 and the Force Majeure protections of Section 16.

16. FORCE MAJEURE

16.1 MetsCube shall not be liable for delay, loss, or failure to perform caused by Force Majeure Events, including but not limited to natural and manmade events, acts of god, unusual governmental delays, restrictions, moratoria, strikes, war, civil unrest, rioting, acts of terrorism, cyber attacks, system intrusions, ransomware attacks, distributed denial of service attacks, unavailability of labor or materials, supplier failures, utility outages, and unusually inclement weather.

16.2 Cyber Security Events as Force Majeure. Cyber security incidents, including but not limited to cyber attacks, system intrusions, ransomware attacks, malware infections, and data breaches, constitute Force Majeure Events beyond MetsCube’s reasonable control. While MetsCube may voluntarily implement incident response measures in its sole discretion, such actions do not create contractual obligations or waive Force Majeure protections.

16.3 Force Majeure Notice and Duration.

(a) MetsCube shall notify Client of Force Majeure Events when reasonably practicable and resume performance when the event ceases

(b) If a Force Majeure Event continues for more than 30 days, either party may terminate the Contract with written notice

(c) Performance obligations will be adjusted to reflect the extent to which any delay or failure is caused by Force Majeure Events

16.4 Business Continuity Efforts. During Force Majeure Events, MetsCube may, but is not obligated to, implement alternative procedures to minimize service disruption. Any such efforts are provided on a best-efforts basis and do not constitute a waiver of Force Majeure protections or create additional liability.

17. FEES, INVOICING, AND PAYMENT

17.1 Payment terms are specified in the SLA. Standard terms are DUE ON RECEIPT unless otherwise agreed.

17.2 Storage fees accrue until all Goods are removed from the Facility.

17.3 Credit card transactions incur a 3.5% convenience fee; ACH bank transfers incur a 1% processing fee; Zelle transfers are free of charge.

17.4 Collection Rights. MetsCube may withhold Goods if Client’s account becomes delinquent. After 60 days of non-payment, MetsCube shall provide 15 days written notice before disposition. Goods will be liquidated, donated, or destroyed in a commercially reasonable manner.

17.5 Client remains liable for all charges regardless of Goods disposition.

17.6 Text Notifications. Client agrees to receive text notifications on invoice status at the registered phone number unless Client opts out by notifying billing@metscube.com.

17.7 These rights are in addition to any warehouse lien rights under Article 7 of the Uniform Commercial Code (UCC) as adopted by Virginia.

17.8 Rate Adjustments. MetsCube reserves the right to adjust service rates, storage fees, and other charges with 30 days written notice to Client. Adjusted rates shall apply to all Services rendered after the effective date of the adjustment. Client’s continued use of Services after the effective date constitutes acceptance of the adjusted rates. If Client does not agree to the adjusted rates, Client may terminate the Contract in accordance with Section 18 by providing written notice before the effective date of the adjustment.

18. TERMINATION

18.1 Either party may terminate the Contract pursuant to terms specified in the SLA.

18.2 Post-Termination Obligations. Upon termination:

  • (a) Client shall immediately pay all outstanding charges;

  • (b) Client shall remove all Goods within the timeframe specified in the SLA;

  • (c) Goods not timely removed may incur additional storage fees or be deemed abandoned.

18.3 Survival. Payment obligations, liability limitations, indemnification provisions, and intellectual property protections shall survive termination.

18.4 Abandoned Goods. If Client becomes unresponsive to communications for a period of 60 consecutive days and Goods remain in MetsCube’s Facility, MetsCube shall send written notice to Client’s last known email address declaring the Goods at risk of abandonment. If Client fails to respond within 30 days of such notice, the Goods shall be deemed abandoned. MetsCube may dispose of abandoned Goods by liquidation, donation, or destruction in a commercially reasonable manner. Proceeds from liquidation, if any, shall be applied first to outstanding charges owed by Client, with any surplus held for Client for 90 days before being forfeited. Client remains liable for all accrued storage fees and disposal costs.

19. AUDIT AND INSPECTION RIGHTS

19.1 Client Audit Rights. Client may, upon reasonable advance notice and during Business Hours:

  • (a) Inspect the portion of the Facility where Client’s goods are stored;

  • (b) Observe inventory cycle counting procedures;

  • (c) Review handling and storage procedures applicable to Client’s goods.

19.2 Audit Limitations. Client audit rights do not include access to:

  • (a) Areas storing other clients’ goods;

  • (b) MetsCube’s proprietary systems or procedures;

  • (c) Information regarding other clients.

19.3 Audit activities shall not interfere with normal warehouse operations and must comply with MetsCube’s health and safety policies.

19.4 Quarterly Reviews. Where MetsCube agrees, MetsCube representatives may meet with Client’s Authorized Representative quarterly to review performance under this agreement, including compliance with performance standards.

20. INTELLECTUAL PROPERTY AND CONFIDENTIALITY

20.1 Client Intellectual Property. Client retains all rights, title, and interest in their inventions, patent applications, patents, design rights, copyrights, trademarks, service marks, trade names, domain name rights, mask work rights, know-how and trade secret rights, and all other intellectual property rights and proprietary information. MetsCube’s use is limited to performance of Services.

20.2 Confidentiality Obligations. During the term of this Agreement, each party may disclose confidential information to the other party. The receiving party shall:

  • (a) Hold confidential information in confidence with same degree of care as its own confidential information, but no less than reasonable care;

  • (b) Not disclose confidential information except to employees and contractors who need to know and are bound by confidentiality obligations;

  • (c) Use confidential information solely for performing obligations under this Agreement;

  • (d) Return or destroy confidential information upon termination as directed by disclosing party.

20.3 Exceptions to Confidentiality. Confidentiality obligations do not apply to information that:

  • (a) was publicly known prior to disclosure;

  • (b) becomes publicly known through no breach by receiving party;

  • (c) was rightfully possessed by receiving party prior to disclosure;

  • (d) is independently developed without use of confidential information.

20.4 Injunctive Relief. Each party agrees that breach of confidentiality may cause irreparable harm warranting injunctive relief without necessity of proving actual damages or posting bond.

20.5 Survival. Intellectual property and confidentiality provisions survive termination or expiration of this Agreement.

21. UPDATES TO TERMS OF SERVICE

21.1 MetsCube may revise these TOS at any time by posting updated terms at https://metscube.com/terms-of-service/.

21.2 Material changes will be communicated to active clients with 30 days advance notice.

21.3 Continued use of Services constitutes acceptance of updated terms.

22. GOVERNING LAW AND VENUE

22.1 These TOS shall be governed by the laws of the Commonwealth of Virginia, without regard to conflict-of-law principles.

22.2 Any action or proceeding arising under this Contract shall be brought exclusively in the state or federal courts located in Alexandria, Virginia.

22.3 Limitation Period. Any action must be commenced within one year after the cause of action accrues.

23. DISPUTE RESOLUTION

23.1 Good Faith Negotiations. The parties agree to attempt resolution of disputes through good faith negotiations before pursuing legal action.

23.2 Arbitration. If negotiations fail, disputes shall be submitted to arbitration in Alexandria, Virginia.

23.3 Attorney’s Fees. In any legal proceeding, the prevailing party shall be entitled to recovery of reasonable attorney’s fees and costs.

24. MISCELLANEOUS PROVISIONS

24.1 Entire Agreement. These TOS, together with the SLA and any Change Orders, constitute the entire agreement and supersede all prior agreements or understandings.

24.2 Severability. If any provision is deemed unenforceable, the remainder shall remain in full force and effect.

24.3 Assignment. Client may not assign this Contract without MetsCube’s written consent. MetsCube may assign this Contract in connection with a sale of business.

24.4 Notices. All notices shall be in writing and delivered to the addresses specified in the SLA or to the following:

  • MetsCube: legal@metscube.com

  • Operations: operations@metscube.com

  • Billing: billing@metscube.com

24.5 Waiver. No waiver of any provision shall be effective unless in writing and signed by the waiving party.

24.6 Independent Contractor. MetsCube is an independent contractor and not an agent of Client.

24.7 Compliance with Law. Both parties shall comply with all applicable laws and regulations in performance of their obligations under this Agreement.

EFFECTIVE DATE: January 1, 2026

This document contains the complete Terms of Service for MetsCube LLC. Questions regarding these terms should be directed to legal@metscube.com.

Client Acknowledgment: By signing the Service Level Agreement, Client acknowledges having read, understood, and agreed to be bound by these Terms of Service.