AFTERSHIP TECHNOLOGY PARTNERS PORTAL TERMS

Last Updated: 19 January 2023

These technology partners portal terms (“Terms”) govern your participation in the Tech Partner Program (as defined below) and is a binding legal commitment between Automizely Pte. Ltd., a company incorporated in Singapore with registered offices situated at 120 Robinson Road #13-01, Singapore and its Affiliates (“AfterShip“) and you or the entity you represent (“you” “You“, or “Partner“). These Terms take effect when you are accepted into the Tech Partner Program via written confirmation via email from AfterShip (the “Effective Date“). AfterShip and Partner are also referred to individually as a “Party” and collectively as the “Parties.” You must read, agree with and accept all of the terms and conditions contained in these Terms before you may participate in the Tech Partner Program. The Parties hereby agree that these Terms supersede any conflicting or inconsistent provisions in any of the Partner’s terms and conditions or agreements, including but not exclusively a Referral Agreement, between the Parties, and, in any event of any other ambiguity, these Terms shall prevail. Any other terms and conditions or agreements, including but not exclusively a Referral Agreement, between the Parties, amended and modified by these Terms, otherwise remains in full force and effect.

Your continued use of the AfterShip Tech Partner Portal shall be considered your acceptance to the revised Terms. SHOULD YOU OBJECT TO ANY OF THE TERMS OF USE OR ANY SUBSEQUENT MODIFICATIONS, YOUR ONLY RECOURSE IS TO NOTIFY AFTERSHIP AND REQUEST THE TO DISCONTINUE YOUR PARTICIPATION TO THE TECH PARTNER PROGRAM IMMEDIATELY. AfterShip reserves the right to update, amend and modify these Terms from time to time, in which case the updated Terms will supersede all prior versions. AfterShip will notify Partner of such changes through a notification via email or within the AfterShip Tech Partner Portal with directions to the latest version available online. The updated Terms will become effective and binding on the next business day after it is posted. Partner’s continued participation in the Tech Partner Program constitutes Partner’s acceptance of such change(s).

If any individual enters into these Terms on behalf of a company, organization or another legal entity ("Entity"), said individual agrees to these Terms for that Entity and represents to AfterShip that he/she has the authority to legally bind such Entity and its Affiliates.

1. Definitions

When used in these Terms with the initial letters capitalized, in addition to terms defined elsewhere in these Terms, the following terms shall have the following meanings:

Affiliate means any corporation which in relation to the person/entity concerned is a parent company or a subsidiary (or a subsidiary of said parent company).

AfterShip Customer means any individual or entity who has a subscription for AfterShip Services.

AfterShip Tech Partner Portal or Portal means the web-based application that Partner may access, namely, but not exclusively, to obtain AfterShip Materials and other resources for the AfterShip Services, co-sell, register leads, and review its program status.

AfterShip Service(s) means any and all services provided by AfterShip to its customers including but not limited to the use and access to the AfterShip Site, Software and the following services as defined on AfterShip Site.

AfterShip Site means any and all websites operated or owned by AfterShip including namely but not exclusively www.aftership.com, www.returnscenter.com, www.postmen.com and www.automizely.com.

API means the application programming interfaces developed and enabled by AfterShip that permits AfterShip Customers to access certain functionality of the AfterShip Service including but not limited to the APIs found here.

API Key means and API key is an identifier assigned to an AfterShip Customer, used to authenticate an application calling the API for AfterShip Services including but not limited to the APIs found here.

Coupon Code means a coupon code provided by AfterShip to the Partner which may be communicated by Partner to the Leads.

Customer Data means any Data, transmitted by AfterShip Customers or on their behalf to the AfterShip Services including, but not limited to, Personal Data.

Data means all data, electronic data, text, messages or other materials communicated by one Party to the other Party in connection with the Terms.

Documentation means any written or electronic documentation, images, video, text or sounds specifying the functionalities of the Tech Partner Program or AfterShip’s APIs provided or made available by AfterShip to the Partner through the Portal, the Site, or otherwise.

Force Majeure means any act, event or cause beyond the reasonable control of the non-performing Party including namely but not exclusively acts of God, embargoes, war, terrorist acts, riots, fires, earthquakes, nuclear accidents, floods, strikes, power blackouts, volcanic action, unusually severe weather conditions, acts of hackers or third party internet service providers, all of which by the exercise of due diligence such non-performing Party is unable to foresee and overcome.

Intellectual Property Rights means any patent, copyright, inventions, database rights, design right, registered design, trademark, trade name, brand, logos, service mark, know-how, utility model, unregistered design or, where relevant, any application for any such right, know-how, trade or business name, domain name or other similar right or obligation whether registered or unregistered or other industrial or intellectual property right subsisting in any territory or jurisdiction in the world.

Introduction (to Introduce) means the connection between AfterShip and the Lead initiated by the Partner in accordance with section 4 of these Terms or, if applicable, a Referral Agreement.

Lead means a referral by the Partner to AfterShip of a potential customer that is not yet an AfterShip Customer and which is submitted to AfterShip.

Partnership means the period where Partner is allowed access and to the Tech Partner Program by AfterShip.

Partner Services means any services Partner provides.

Personal Data means any information relating to an identified or identifiable natural person; an identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person.

Program Referral Credit means the reward provided by AfterShip to the Partner for the Introduction of a Lead which is validated as by AfterShip and which must be regulated in a separate Referral Agreement

Referral Agreement means a signed separate referral agreement agreed upon in writing between the Parties.

Referral Landing Page means the landing page which AfterShip may create for the Partner in connection with these Terms.

Referral Link means a unique link provided by AfterShip to the Partner which may be communicated by the Partner to the Leads.

Released Parties means AfterShip, and its officers, directors, shareholders, employees, agents, and successors.

Site means any and all websites operated or owned by AfterShip including namely but not exclusively www.aftership.com, www.returnscenter.com, www.postmen.com and www.automizely.com.

Tech Partner Program means AfterShip’s technology partner program, as described in and subject to the terms and conditions of these Terms, which may be supplemented by other documents AfterShip may make available from time to time.

2. Partner enrolment and acceptance

  • 2.1 In order to join the Tech Partner Program, Partner must enrol by submitting an application, affirmatively accept and acknowledge these Terms, conclude any requested agreements, complete other related forms and communicate all supporting materials or information as requested by AfterShip. AfterShip shall notify Partner via email whether Partner has been accepted to participate and its respective designation.

  • 2.2 AfterShip may suspend Partner from the Tech Partner Program if AfterShip, in its reasonable discretion, determines that: (a) any actions by Partner have or may threaten the security, integrity, or availability of the AfterShip Services or any Customer Data or Confidential Information; or (b) any information provided by Partner in the AfterShip Tech Partner Portal is untrue, inaccurate, incomplete, or not current.

3. Partner Code of Conduct

  • 3.1 Integrity. Partner commits all its business dealings are handled in accordance with the highest ethical standards. No form of fraud, corruption, extortion, embezzlement, bribery, facilitation payments, kickbacks or other behaviour involving improper benefits will be tolerated. Partner shall therefore not solicit, offer or receive any form of bribe, kick-backs or use other means to channel improper payments, or improperly influence or induce any act or decision of any employees of AfterShip, governmental or political official, entity or individual. Partners must comply with all applicable anti-corruption and anti-bribery laws and regulations, including but not limited to the Singapore the Prevention of Corruption Act, the Singapore Corruption, Drug Trafficking and Other Serious Crimes Act, EU anti-bribery laws, the United States Foreign Corrupt Practices Act (“FCPA”), the U.S. Federal Procurement Integrity Act and the U.K. Bribery Act.

  • 3.2 Business Gifts. Business gifts may be provided only if they are considered as a generally acceptable business practice or common business courtesy. It must be provided in a transparent manner and must not be used to or create an appearance to influence negotiations, judgment, obtain preferential treatment or gain improper business advantage. Partner shall not offer any personal gifts or favours to AfterShip’s employees, contractors, business partners, associates or customers. Gifts or hospitality shall never be offered or received in connection with contract bidding, evaluation or award.

  • 3.3 Accuracy. Partners must maintain accurate and complete books and records related to their agreements and transactions with AfterShip. All Partner Data, documentation and information provided to AfterShip by Partner must be complete, accurate and not misleading in any way. Partners must not facilitate the creation or preparation of any false, misleading, or inaccurate Partner Data, records or documents.

  • 3.4 Conflicts of Interest. Partner shall avoid any situation which may compromise its ability to conduct business with AfterShip in an honest and objective manner. Personal relationships with an employee of AfterShip must not be used to influence a business judgement.

  • 3.5 Fair Competition. Partner shall not engage in conduct that is deceptive, misleading or unreasonably restrains trade. Partner shall conduct its business practices consistent with fair competition and in compliance with all applicable anti-trust and competition laws.

  • 3.6 Trade Compliance. Partner shall comply with international trade and import laws. Partners must comply with regulations related to the disclosure of proper country of origin, antidumping/countervailing duties and other trade remedies, free trade agreements, trademark laws and licensing agreements. Partners must strictly comply with all applicable trade compliance laws, including laws that restrict dealings with sanctioned entities or individuals or in countries subject to trade embargoes or economic sanctions.

  • 3.7 Employment. Partner shall conduct its employment practices in compliance of all applicable laws and regulations. Partners shall not: (i) use any form of forced or involuntary labour, including bonded labour, prison labour or indentured labour; or (ii) engage in or support any form of slavery or human trafficking. All work must be voluntary and workers shall be free to leave or terminate their employment at any time. Partners shall not use child labour. Partners shall provide a workplace free of harsh and inhumane treatment, including any sexual harassment, sexual abuse, corporal punishment, mental or physical coercion, or verbal abuses of workers. Partners shall also provide a workplace free of harassment and discrimination. Partners must be committed to upholding the human rights of workers and to treating them with dignity and respect as understood by the international community. Partners shall pay workers according to applicable wage laws, including minimum wages, overtime hours and mandated benefits. Partners shall clearly and promptly communicate with the worker: (i) the basis on which he or she is compensated; and (ii) whether overtime may be required and the wages to be paid for such overtime.

  • 3.8 Cooperation with Government Agencies. Partner will cooperate with investigating government agencies charged with enforcing compliance as and to the extent required by local laws (including, where permitted, by providing reasonable access to facilities and workers). When required, partners will notify the relevant authority if they receive credible information that a worker, contractor or subcontractor has violated local laws.

  • 3.9 Communication on AfterShip. All statements, communications, and representations made by Partner to third parties namely, but not exclusively AfterShip Customers, must be accurate, complete, and not misleading in any way. Similarly, Partners must not make or attempt to make any written or oral agreements or commitments on behalf of AfterShip, including service feature or price commitments, without written authorization from AfterShip.

  • 3.10 Protection of IP and Data. Partner shall protect AfterShip’s intellectual property and confidential information, including any personal information collected, stored or processed for or from AfterShip, and act to prevent its loss, misuse, theft, improper access, disclosure or alteration. This includes protecting against any unauthorized communication and/or publication of information acquired from or on behalf of AfterShip.

  • 3.11 Reporting. AfterShip require its Partners to follow all laws and the Partner Code of Conduct requirements. It is also Partner’s responsibility to promptly report any actual or suspected violations by itself, an AfterShip team member, or an individual acting on behalf of AfterShip, or one of our business partners. For questions or to report an issue or concern, we have several resources and reporting options available.

4. Leads

  • 4.1 During the Term, Partner shall use best efforts to generate any Leads for the AfterShip Services. Partner will reasonably assist AfterShip in completing sales to any Leads as and to the extent requested by AfterShip. Without limiting the foregoing, Partner influenced activities may include scheduling or attending meetings with such Leads, provide detailed background on the identity of such prospective Lead and assist in preparing and presenting any related sales materials.

  • 4.2 Introductions shall be made by the Partner according to the information, methods and procedures found in the Documentation and, if applicable, the Referral Agreement, namely but not exclusively through a Referral Link, Coupon Code, email to [email protected], or a Referral Landing Page.

  • 4.3 AfterShip may accept or reject a Lead for any reason, including namely but not exclusively if (a) the Lead has already been provided to AfterShip by a sales representative, reseller or third party, (b) AfterShip has already provided AfterShip Services to the Lead or has been in contact with the Lead or has a proposal or quote out to the Lead, or (c) AfterShip or a AfterShip reseller or other third party has previously sold or licensed Services to the Lead.

  • 4.4 During the Term, the Partner shall promote AfterShip and AfterShip Services to its own customers, partners or any other third party whatsoever, in order to encourage the subscription to AfterShip Service under a paid plan. The Partner shall promote Introductions between the Leads and AfterShip. Partner shall use the best professional judgement and practices to identify and evaluate the appropriateness of a particular Lead and establish the consequent Introduction to AfterShip.

5. Access to AfterShip’s APIs

  • 5.1 In case an AfterShip Customer provides the Partner with an API Key for AfterShip Services, including but not exclusively for integration purposes, Partner is solely responsible to ensure that its use of the API and the API Key follows all applicable rules mentioned in the Documentation and that any data received through AfterShip’ APIs is encrypted.

  • 5.2 AfterShip shall have no responsibility to provide for any form of customer support, development or implementation of any updates to any integrations made by the Partner.

  • 5.3 AfterShip reserves the right to modify or delete any of AfterShip’s APIs or cease to offer support for its APIs. AfterShip shall have no responsibility for any costs or expenses made by the Partner related to such changes or modifications.

6. Responsibility for Partner’s activities

  • 6.1 Partner shall be solely responsible for its activities performed under these Terms which include, namely but not exclusively, that Partner shall be responsible for:

    • a. ensuring compliance with the industry standards and the highest degree of skill and care exercised by reputable similar companies,
    • b. ensuring the accuracy, completeness, and appropriateness of any Partner Data and Lead Data he shares;
    • c. perform any commercial or marketing activity in favour of AfterShip ensuring that any material or other content is used in a manner that does not infringe, violate, or misappropriate any of AfterShip rights or those of any other person or entity (including copyrights, trademarks, privacy, publicity, or other AfterShip Intellectual Property Rights or proprietary rights),
    • d. any use that the Partner makes of AfterShip Marks,
    • e. ensuring compliance with all applicable laws and regulations, including but not exclusively all applicable Personal Data protection laws and regulations.
    • f. obtaining whatever governmental approvals are necessary in order to perform its duties hereunder,
    • g. ensuring that it is not engaged in any unfair trade practice or make any false or misleading representation with regard to AfterShip Service in connection with the performance of its obligations under these Terms.
  • 6.2 The Partner shall not (a) make any commitments, warranties or guarantees to Leads with respect to the AfterShip Services, the pricing thereof, or Partner’s relationship with AfterShip; or (b) distribute spam emails mentioning or referring to AfterShip or the AfterShip Services. Partner has no authority to (i) negotiate any contract for or on behalf of AfterShip; or (ii) bind AfterShip to any contract, representation or understanding concerning AfterShip or the AfterShip Services, or any other products or services offered by AfterShip that are outside the scope hereof.
7. Intellectual Property Rights

  • 7.1 The Portal, AfterShip API and all patents, trademarks, copyrights (including namely but not exclusively the rights to make copies, to prepare derivatives, to make a public performance and/or to publicly display content), inventions, software, websites, applications, processes, methodologies, domain names, documentation, information, templates, tools, documents, trade secrets, trade names, common law trademark rights, data bases, know-how, and any and all other property and/or intellectual property rights (collectively, "AfterShip Intellectual Property Rights") owned by, used by or on behalf of AfterShip or any Affiliate, or otherwise related to the Service, are, will be and remain the sole and exclusive property of AfterShip or its Affiliates.

  • 7.2 AfterShip does not transfer, assign or license any Intellectual Property Rights to Partner (even if characterized as “feedback”) and AfterShip shall continue to independently own and maintain its Intellectual Property Rights. All limited rights and licenses granted to Partner in the AfterShip Intellectual Property Rights, if any, shall immediately and automatically terminate and revert to AfterShip upon the termination of the Partnership.

  • 7.3 By agreeing to these Terms, Partner grants AfterShip a limited, revocable, non-transferable, non-sublicensable, non-exclusive, royalty-free license to use and display Partner Marks in connection with these Terms and/or in its promotional, sales and marketing materials.

  • 7.4 AfterShip is the owner of pending, unregistered and registered trademarks and service marks including namely but not exclusively AfterShip, Automizely, Postmen, Returns Center, and their relevant logos (“AfterShip Marks”). Unless authorized in writing by AfterShip, Partner shall not use any AfterShip Mark. Other than the rights granted herein, AfterShip does not convey any additional rights in the AfterShip Service, or in any AfterShip Intellectual Property Rights or AfterShip Marks.

  • The Partner shall not:

    • a. Use the AfterShip Marks in any manner not expressly agreed upon by Aftership;
    • b. use the AfterShip Marks in any manner that implies sponsorship or endorsement by AfterShip;
    • c. use the AfterShip Marks in a way that may, at AfterShip’s discretion, diminish or otherwise damage its goodwill in the AfterShip Marks;
    • d. use the AfterShip Marks in violation of the AfterShip Marks guidelines which AfterShip may issue from time to time;
    • e. alter any AfterShip Marks in any manner; and
    • f. buy search engine advertising, trademarks or domain names that use “AfterShip” or other AfterShip Marks.

  • 7.5 Partner agrees that it shall not use, file an application or attempt to register any trademark that is confusingly similar to any AfterShip Mark in any jurisdiction.

8. Confidentiality

  • 8.1 Definition. “Confidential Information” means all confidential and/or proprietary information disclosed or otherwise made available by AfterShip or any of its representatives to the Partner or any of its representatives or which comes into Partner’s knowledge or possession in connection with these Terms, however recorded or retained and whether in writing, oral, graphic, electronic, or any other form, reduced to any tangible form on any medium, whether marked “confidential” or not, which includes namely but not exclusively (i) information relating to or comprising AfterShip and/or its associates’ past, current or prospective technology, systems, methods, processes, formulae, know-how, inventions, training, marketing, strategies, finances, pricing, databases, software and information (including personal data) relating to any past, present or prospective customer, supplier, service provider, employee or representative of AfterShip, (ii) information relating to Intellectual Property Rights and trade secrets and (iii) any compilation of items of such information whether or not each item is itself confidential.

  • 8.2 Exception. Notwithstanding the foregoing, Confidential Information does not include any information that:

    • a. was lawfully in the possession of Partner before receipt from AfterShip;
    • b. is or becomes publicly available without Partner’s breach of any obligation owed under this or any other agreement;
    • c. is rightfully received by Partner from a third party without a contractual or legal duty of confidentiality;
    • d. is independently developed by Partner without use of or reference to AfterShip’s Confidential Information.

  • 8.3 Receiving Party’s Obligation. Partner shall not use any Confidential Information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Terms. Unless AfterShip otherwise gives its prior written consent, Partner shall keep the Confidential Information secret and confidential and take reasonable steps to ensure the confidentiality of the Confidential Information is maintained, including but not limited to at least the same measure of protection that Partner applies to its own Confidential Information of similar nature. Partner shall disclose Confidential Information only to its personnel having a need-to-know for the performance of the services under the Terms, provided that Partner shall have entered into confidentiality agreements with any such personnel having obligations of confidentiality as strict as those set out here. Partner shall ensure that, and be liable for, all such personnel to adhere to such confidentiality obligations.

  • 8.4 Security. Partner shall promptly, upon discovery of any loss or unauthorized use or disclosure of AfterShip’s Confidential Information, notify AfterShip in writing and take all necessary steps to mitigate the loss or unauthorized use or disclosure of Confidential Information.

  • 8.5 Survival. Partner’s confidentiality obligations shall survive the termination of the Partnership until such time as such information becomes public information through no fault of Partner.

  • 8.6 Return or destruction. Upon the expiry or termination of the Partnership or at any time upon request by AfterShip, Partner shall (a) deliver any and all materials, documents or other media (whether maintained electronically or otherwise) containing Confidential Information, together with all copies in whatever form; and/or (b) destroy any and all materials, documents or other media containing Confidential Information, together with all copies and certify such destruction.

  • 8.7 Lead Information. Notwithstanding anything to the contrary in these Terms, AfterShip shall not have any confidentiality obligations in connection with any information related to Leads including namely but not exclusively Lead full company name, representative name, registered address, email and contact information.

9. Warranties/Disclaimers

  • 9.1 The Partner represents, warrants, and covenants that (a) its performance of these Terms shall not violate any applicable laws, ordinances, rules, regulations, orders, licenses, permits, guidelines, codes of practice, industry standards, self-regulatory rules, judgments, decisions, or other requirements of any governmental authority that has jurisdiction over Partner (including all such rules governing communications, data protection, advertising, and marketing), (b) the Partner is lawfully able to enter into contracts, (c) Partner has independently evaluated the desirability of entering into these Terms and is not relying on any representation, guarantee, or statement other than as expressly set forth in these Terms, (d) the information Partner provides in connection with AfterShip promotion is accurate and complete at all times, (e) Partner will perform its obligations on these Terms in a competent and workmanlike manner in accordance with the level of professional care customarily observed by highly skilled professionals rendering similar services, (f) its performance of these Terms will not violate or infringe any third party’s Intellectual Property Rights and (g) Partner is not subject to sanctions or otherwise designated on any list of prohibited or restricted parties or owned or controlled by such a party, including but not limited to the lists maintained by the United Nations Security Council, the US Government, the European Union or its member states.

  • 9.2 THE AFTERSHIP SERVICE, ANY REFERRAL LINK OR COUPON CODE, TRADEMARKS AND LOGOS (INCLUDING THE AFTERSHIP MARKS), AND ALL OTHER AFTERSHIP INTELLECTUAL PROPERTY RIGHTS, INFORMATION AND CONTENT PROVIDED OR USED BY OR ON BEHALF OF AFTERSHIP OR ITS AFFILIATES IN CONNECTION WITH THESE TERMS IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. NEITHER AFTERSHIP NOR ANY OF ITS AFFILIATES MAKE ANY REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE AFTERSHIP SERVICE AND AFTERSHIP OBLIGATIONS UNDER THESE TERMS. AFTERSHIP AND ITS AFFILIATES AND LICENSORS DISCLAIM ALL WARRANTIES WITH RESPECT TO THE AFTERSHIP SERVICE INCLUDING ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. AFTERSHIP DOES NOT WARRANT THAT THE AFTERSHIP SERVICE SHALL CONTINUE TO BE PROVIDED, UNINTERRUPTED, ACCURATE, ERROR FREE, OR FREE OF HARMFUL COMPONENTS. AFTERSHIP SHALL NOT BE RESPONSIBLE FOR (A) ANY ERRORS, INACCURACIES, VIRUSES, MALICIOUS SOFTWARE, OR SERVICE INTERRUPTIONS, INCLUDING POWER OUTAGES OR SYSTEM FAILURES OR (B) ANY UNAUTHORIZED ACCESS TO OR ALTERATION OF, OR DELETION, DESTRUCTION, DAMAGE, OR LOSS OF THE PARTNER DATA OR INFORMATION. NOTHING IN THIS SECTION SHALL OPERATE TO EXCLUDE OR LIMIT WARRANTIES, LIABILITIES, OR REPRESENTATIONS THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

10. Personal Data

  • 10.1 Except as otherwise expressly set out in these Terms or with the other Parties’ prior written consent, a Party must not use or disclose any Personal Data for any purpose other than as is strictly necessary to:

    • a. provide the services described in these Terms;
    • b. comply with these Terms and its obligations under these Terms.

  • 10.2 The Parties shall comply with all applicable laws and regulations connected to the collection, access, receipt, storage or other handling of Personal Data. If the Parties collect, access, receive, store or otherwise handle any Personal Data subject to a regulatory inquiry, notification or other action required by law, the Parties agree to assist the other Party in any way reasonably necessary to cooperate with and meet any obligation to the relevant regulatory authority.

  • 10.3 The Partner shall comply with all applicable privacy and data protection laws governing the processing, storage, and transfer to AfterShip of Lead’s Personal Data in connection with its performance of the services as described in these Terms. The Partner undertakes that prior to sharing or disclosing any Personal Data with or to AfterShip, the Partner shall ensure that any such Personal Data has been collected or otherwise processed lawfully and is only shared with or disclosed to AfterShip as necessary and in a manner that is in full compliance with applicable data protection laws. The Partner ensures that following expiration or termination of the Partnership it shall delete all personal data collected in accordance with these Terms.

11. Termination

  • 11.1 AfterShip reserves the right in its sole discretion to terminate the Partnership, delete Partner’s profile and any of Partner’s Data and restrict Partner’s use of all or any part of the Portal for any or no reason, without notice, and without liability to Partner or anyone else. Partner’s License terminates immediately if Partner attempts to circumvent any technical protection measures used in connection with the Portal or Partner otherwise uses the Portal in breach of these Terms.

  • 11.2 AfterShip may suspend or terminate your use of the Portal if you are not complying with these Terms, the Documentation, or if you use the Portal in any way that could cause AfterShip legal liability or disrupt others’ use of the Portal.

12. Limitations of Liability

  • 12.1 TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES SHALL THE RELEASED PARTIES BE LIABLE FOR DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES (REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, OR OTHERWISE), EVEN IF AFTERSHIP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, RESULTING FROM ANY ASPECT OF THESE TERMS. SUCH LIMITATION SHALL ALSO APPLY WITH RESPECT TO DAMAGES INCURRED ARISING OUT OF OR IN CONNECTION WITH THIRD PARTY SERVICES RECEIVED THROUGH THE PORTAL OR ANY LINKS ON THE PORTAL, AND WITH RESPECT TO DAMAGES IN CONNECTION WITH INFORMATION RECEIVED THROUGH THE PORTAL OR ANY LINKS ON THE PORTAL. THESE LIMITATIONS SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. ANY LIMITATION OF LIABILITY OR DISCLAIMER OF CONSEQUENTIAL DAMAGES FOR THE BENEFIT OF PARTNER IN PARTNER TERMS OR ANY OTHER DOCUMENT SHALL NOT BE APPLICABLE.

  • 12.2 NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THESE TERMS, IN NO EVENT SHALL AFTERSHIP’S ENTIRE LIABILITY TO PARTNER UNDER THESE TERMS, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE EXCEED USD 5,000.

  • 12.3 IF THERE ARE ANY INDEMNIFICATION OBLIGATION MENTIONED IN ANY TERMS AND CONDITIONS OR AGREEMENTS BETWEEN THE PARTIES TO ENURE TO THE BENEFIT OF PARTNER, SAID INDEMNIFICATION OBLIGATION WILL BE SUBJECT TO THE LIMITATION OF LIABILITY IN SECTION 12 OF THESE TERMS.

13. Force Majeure
  • 13.1 The Parties shall not be held liable for any delays or failure in performance of any part of these Terms, from any cause beyond the Parties’ reasonable control. This includes, but is not limited to, acts of God, changes to law or regulations, pandemic events, outbreaks of infectious diseases, embargoes, war, terrorist acts, riots, fires, earthquakes, nuclear accidents, floods, strikes, power blackouts, volcanic action, unusually severe weather conditions, and acts of hackers or third-party internet service providers.
14. Indemnification

  • 14.1 Partner agrees to indemnify and hold the Released Parties harmless from and against any demands, liability, claims or expenses, including attorneys’ fees and court costs, made by any third party due to or arising out of or in connection with:

    • a. any information (including the Partner´s Data) that the Partner submits, posts, transmits or communicates to AfterShip;
    • b. Partner’s actual or alleged breach of any of its warranties, representations and obligations in these Terms;
    • c. any promotional or marketing materials used by the Partner in connection with these Terms;
    • d. the violation of any rights of any third party by the Partner, including namely but not exclusively intellectual property or personal data rights;
    • e. any actual or alleged gross negligence, fraudulent act or omission, willful misconduct or strict liability of Partners.

  • 14.2 The Partner agrees to indemnify and hold the Released Parties harmless from and against all losses, expenses, damages, and costs which the Released Parties may incur as a result of a breach of these Terms by the Partner.

15. Applicable Law and Jurisdiction

  • 15.1 These Terms shall be governed by and construed in accordance with the laws of Singapore, without giving effect to any conflict of laws, rules or provisions.

  • 15.2 If any dispute arises relating in any way to these Terms, the Parties shall attempt to resolve any claim or dispute through negotiation with persons fully authorized to resolve the dispute. If the parties are unable to resolve the dispute through negotiation within a reasonable time after written notice from one party to the other that a dispute exists, the dispute shall be subject to the exclusive jurisdiction of the courts of Singapore.

16. Additional Provisions

  • 16.1 Survival. Unless otherwise provided elsewhere in these Terms, the following provisions shall survive the termination or expiration of the Partnership: sections 7, 8, 10, 12, and 14.

  • 16.2 Severability. If any provision in the Agreement is held invalid, the remainder of the Agreement shall continue to be enforceable. If any provision in the Agreement is deemed unlawful, void or unenforceable, then that provision is deemed severable from the Agreement and the remaining provisions are still valid and enforceable.

  • 16.3 No Subcontracting. Partner shall not subcontract any portion of Partner’s duties under these Terms without the prior written consent of AfterShip.

  • 16.4 Authority. If any individual enters into these Terms on behalf of a company, organization or another legal entity (“Entity”), said individual agrees to the terms of these Terms for that Entity and represents to AfterShip that he/she has the authority to legally bind such Entity.

  • 16.5 Notice. Except as set forth herein, all notices and other communications hereunder shall be in writing and shall be deemed delivered by email

    • a. if to Partner, at the email address provided by Partner it its account in the AfterShip Tech Partner Portal, and
    • b. if to AfterShip, at the following email address: [email protected].

  • Partner is responsible for providing AfterShip with its most current email address. In the event that the last email address Partner provided to AfterShip is not valid, or for any reason is not capable of delivering to you any notices required or permitted by these Terms, AfterShip’s dispatch of the email containing such notice will nonetheless constitute effective notice. Notice shall be deemed to have been duly given on the first business day following successful e-mail transmission to AfterShip.

  • 16.6 No Assignment. The Partner shall not assign or otherwise transfer these Terms, in whole or in part, without AfterShip’s prior written consent. Any attempted assignment, delegation, or transfer in violation hereof shall be null and void and shall constitute an incurable material breach of these Terms. AfterShip may assign these Terms, in whole or in part.

  • 16.7 Waiver. Any waiver of any breach or default by either Party shall not constitute a waiver of any other right or any subsequent breach or default. Failure or delay by either Party to enforce any provision of these Terms shall not be deemed a waiver of future enforcement of that or any other provision.

  • 16.8 Relationship of the Parties. Each Party is an independent contractor in the performance of each and every part of these Terms and the Parties do not intend to enter into any joint venture, partnership, employee-employer relationship or the like. There are no third-party beneficiaries to the Agreement.

  • 16.9 Construction. Unless the context otherwise requires, words in the singular include the plural and words in the plural include the singular.

  • 16.10 Execution. These Terms may be executed (including use of e-signature technology) in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. The parties agree that a facsimile or other electronic scan of a signed counterpart shall be as effective and have the same force and effect as the original thereof.

  • 16.11 Entire Agreement. These Terms supersedes all prior and contemporaneous proposals, statements, sales materials or presentations, and agreements, namely but not exclusively any Partner terms and conditions, both oral and written, and contains the entire understanding of the Parties on the subject matter hereof.