These Terms of Service (“Terms” or “Terms of Service”) are a contract that governs the use of AfterShip’s features and services by Our customers. It consists of the following documents:

• AfterShip General Terms: These terms govern Your use of AfterShip’s Features and Services, any and all references to the Terms shall include the AfterShip General Terms.

• AfterShip Feature Specific Terms: This page addresses terms and conditions specific to certain subscribed AfterShip Services and Features.

• AfterShip Data Processing Agreement: This DPA explains how We process Personal Data when providing Our Services, including all necessary data transfers mechanisms.

• AfterShip Acceptable Use Policy: This policy sets out the permitted uses and prohibited actions when accessing or using AfterShip Services, ensuring compliance with legal standards, ethical behaviour, and safeguarding against misuse or abuse of the Services.

• AfterShip Application Developer and API Agreement: These terms govern Your use of AfterShip’s API.

• Jurisdiction Specific Terms: Depending on Your location, some of these jurisdiction-specific terms will apply to You and which laws will govern the relationship between You and Us.

• AfterShip Privacy Policy: Our Privacy Policy applies to Personal Data that We collect and process as a data controller in managing customer relationships, invoicing, and fulfilling tax and legal obligations, and hosting the Site and Application.

• AfterShip Cookie Policy: Our Cookie Policy explains how we use cookies and similar technologies to enhance Your experience, analyse site usage, and manage customer interactions on our Site.

We may update these Terms from time to time and may notify You of any of these updates by in-app notifications, the Site, or through email if You have subscribed to receive email updates. AfterShip reserves the right to: (1) modify or update any of the Terms of Use, effective upon its posting on the Site; (2) temporarily suspend or interrupt the access to the Service for maintenance or other reasonable purposes; and/or (3) make changes the Service including adding, removing or modifying features and options within the Service.

Your continued use of the Service indicates your acceptance of the updated Terms, so we encourage You to review this page regularly. If You do not agree with any updates, Your sole option is to stop using the Service.

If any individual enters into these Terms on behalf of a company, organization or another legal entity ("Entity"), said individual agrees to these Terms, either by clicking a box indicating acceptance, by executing a Work Order or other document that references these Terms, by using (or making any payment for) the Services, or by otherwise indicating acceptance of the Terms, such individual: (1) agrees to these Terms on behalf of the Entity indicated as the “User” in the Work Order (if applicable) or the Entity for which such individual acts; and (2) represents and warrants that such individual is of legal age to contract with AfterShip and have the authority to bind the Entity to these Terms.

AFTERSHIP GENERAL TERMS OF USE

1. AFTERSHIP SERVICES

   1.1 Subscription Term. A Subscription Term shall apply to each Service Plan. User shall either (i) buy credits in accordance with the conditions set out on the Site, (ii) pay a subscription fee set out on the Site or (iii) conclude a Work Order. Subject to Your compliance with these Terms, AfterShip hereby grants to User the limited, revocable, non-transferable, non-sublicensable right to access and use the portion of the Service consistent with the Service Plan for the duration of the Subscription Term. Downgrading the Service Plan, when permitted on the Site or Work Order, may cause loss of content, features, or access to specific portions of the Service that may have been previously available to User. AfterShip does not accept any liability for such loss. When the Subscription Term ends, AfterShip may downgrade, suspend or terminate access to the previously accessible portion of the Service in connection with the previously chosen Service Plan.

   1.2 Modification of the Services. AfterShip may modify or change the Service, or any portion of it, including by adding, removing or modifying features and options within the Service. In the event of a material change to the Service, AfterShip will notify User of such change in advance.

   1.3 Internet Connection. User acknowledges that an Internet connection is required for proper transmission of the Service and further acknowledges that User is responsible for procuring and maintaining the network connections that connect the network to the Service, including “browser” software that supports protocols used by AfterShip, including the Secure Socket Layer (SSL) protocol. AfterShip is not responsible for any modification or compromise of data, including User’s Data, caused by the transmission across computer networks or telecommunications facilities which are not owned, operated or controlled by AfterShip, nor the reliability or performance of any aforementioned connections.

   1.4 User Responsibilities. User is responsible for compliance with the provisions of these Terms and for all activities that occur under the Account, as well as for its Data, including, to (i) use the Service, including to store and transmit its Data, in compliance with applicable law; (ii) to ensure that use of the Service and User’s Data do not infringe any third party's intellectual property and privacy rights, and is in possession of all necessary consents with respect thereto; (iii) be responsible for determining whether the Service or the information thereby is accurate or sufficient for its purposes; (iv) access the Service or any portion thereof solely in accordance with the authorized licence scope. With respect to an Authorized Individual, User agrees to (a) ensure that each Authorized Individual will be identified by a unique username and password (“Login”) and that each Login may only be used by one (1) individual; and (b) be responsible for maintaining the confidentiality of all Login information related to the Account and shall restrict its disclosure to Personnel on a need to know basis and subject to confidentiality obligations at least as stringent as those provided herein.

   1.5 Updates. For purposes of evolution of the Service, AfterShip may temporarily suspend User’s access to and use of the Service: (i) during planned downtime for upgrades and maintenance; (ii) to address technical issues arising from an Event Outside Control or circumstances related thereto; (iii) if AfterShip suspects or detects a computer virus or Malicious Software with respect to User’s use of the Services or a file connected thereto; and/or (iv) if AfterShip determines that User’s access to and use of the Services presents a risk to the Services, AfterShip of other users or end-users of the Service. AfterShip will use commercially reasonable efforts to communicate to User with reasonable advance notice any scheduled downtime and to schedule such downtime for weekends (i.e., Pacific Standard Time (GMT -8)) and other off-peak hours.

   1.6 Insurance. Each Party shall maintain during the Subscription Term any appropriate insurance in relation to its business and as may be required by law, at its own expense and with commercially reputable insurers. AfterShip may make reasonable requests for evidence of such insurance, the scope and amount of coverage which shall be evidenced in the relevant certificate of coverage.

   1.7 Subcontractors. AfterShip may arrange for one or more Subcontractors to provide certain parts of the Services. In addition, User may arrange for one or more Subcontracted Service Providers to provide services in respect of the Services and/or the Software. In any event, each Party shall be liable for the actions of its Subcontractor, including the provisions of these Terms, which shall apply to them to the same extent as if such Party had committed such action directly.

2. RESTRICTIONS

   2.1 Sanctions. User hereby confirms that it: (i) is not located or does not have any activities in any country which is embargoed, sanctioned or prohibited by any government including, those on sanctions lists identified by the United States Office of Foreign Asset Control (OFAC), the European Union Sanctions Map, the United Kingdom’s Office of Financial Sanctions Implementation and the Monetary Authority of Singapore (MAS) (each a “Sanctioned Country”), (ii) is not listed on Sanctioned Country’s government list of prohibited or restricted persons (individually and collectively, “Sanctions List”) and/or (iii) does not have any dealings, engagement, or sales of goods or services in connection with a Sanctioned Country or a person listed on a Sanctions List. Without prejudice to the foregoing, access and use of the Services in countries where the Services provided are illegal is prohibited.

   2.2 Prohibited Activities. Notwithstanding anything to the contrary, any use of the Services or AfterShip Confidential Information not expressly authorized in these Terms is prohibited, including any attempt to: (a) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute or time share any rights granted by these Terms to any third party, except as authorized herein or with AfterShip’s prior written approval; (b) modify, adapt, or hack the Service or otherwise attempt to gain unauthorized access to the Service or related systems or networks; (c) falsely imply any association or partnership with AfterShip; (d) use the Service in any unlawful manner, including violation of any person’s privacy rights; (e) use the Service to send unsolicited or unauthorized junk mail, spam, pyramid schemes or other forms of duplicative or unsolicited messages (including in violation of applicable telemarketing laws) or fail to honour any “Do Not Call” registration or other End-User contract preferences and directories; (f) use the Service to store or transmit files, materials, data, text, audio, video, images or other content that infringes on any person’s intellectual property rights and any privacy rights; (g) use the Service in any manner that interferes with or disrupts the integrity or performance of the Service and its components; (h) attempt to decipher, decompile, reverse engineer or otherwise discover the source code of the Software, the Site or the Service; (i) use the Service to post, transmit, upload, link to, send or store any content that is unlawful, racist, hateful, abusive, libellous, obscene, or discriminatory; (j) use the Service to post, store, transmit, upload, link to, send or store any viruses, malware, Trojan horses, time bombs, or any other similar harmful software (“Malicious Software”); (k) try to use, or use the Service in violation of these Terms; (l) obtain or attempt to obtain any materials, documents or information, including personal identification, Personal Data, password Data, and other information of any other User through any means not purposely made available through the Service; (m) probe, scan, or test the vulnerability of any system or network of AfterShip or breach any security or authentication measures, avoid, bypass, remove, deactivate, impair, descramble, or otherwise circumvent any technological measure implemented by AfterShip to protect the Service, Site or Software; (n) use or access the Service in order to monitor the availability, performance or functionality of the Service or for any other similar benchmarking purposes; (o) remove or destroy any copyright notices, proprietary markings or confidentiality notices placed upon, contained within or associated with the Services; (p) develop any applications or programs whose purpose is to migrate Users or End-Users away from AfterShip and/or that excessively burden AfterShip Site, Software and API; (q) use any fonts in violation of any third party’s copyright, any Google font URLs, or any fonts containing IP address tracking tools; (r) use the Service, Site or Software, or any materials thereon, to train any deep learning, machine learning, large language model and/or other artificial intelligence technologies, including any and all neural networks, statistical learning algorithms (like linear and logistic regression, support vector machines, random forests, k-means clustering), or reinforcement learning; or (s) to introduce personally identifiable information from individuals under the age of 18.

3. CONFIDENTIALITY & PERSONAL DATA

   3.1 Confidential Information. Any Confidential Information of a Party or its Affiliates (the “Disclosing Party”) that is disclosed by or on behalf of the Disclosing Party to the other Party (the “Receiving Party”) or its directors, officers, employees, or Subcontractors (“Personnel”) as a result of or in connection with the provision of the Services shall be deemed to be “Confidential Information” of the Disclosing Party to the extent expressly identified or otherwise reasonably identifiable as such.

   3.2 Permitted Disclosures. AfterShip Personnel shall have the right to access User’s Account and to process, use, modify, transfer, reproduce, display and disclose Data for purposes of providing the Services, including User’s support requests. Additionally, User agrees that AfterShip shall be authorized (i) to permit the Authorized Subprocessors, Authorized Carriers, End-Users, Shipping Providers, Third Party Service providers and their employees, agents and representatives (collectively, “Authorized Third Parties”) to process, use, modify, transfer, reproduce, display and disclose Data; and (ii) to use, modify, display, reproduce, distribute, and create derivatives of Data and (ii) to disclose Data (including Confidential Information) to an Authorized Third Party. Either Party may also disclose Confidential Information in order to (a) comply with the applicable laws and regulations; (b) respond to lawful requests, legal process, orders from a court/other legal authority and/or subpoena; (c) protect AfterShip’s rights or property, including enforcement of these Terms or other policies associated with the Service; and/or (d) protect personal safety.

   3.3 Security Measures. Each Party will maintain commercially reasonable administrative, physical and technical safeguards to protect the security, confidentiality and integrity of Confidential Information.

   3.4 Basis for Data Processing. As part of the provision of the Services, AfterShip acts as a Data Processor and processes Personal Data based on User’s instructions, and by using the Service in any way, User expressly agrees that the Data Processing Agreement applies to such processing. Each Party agrees to transfer, process, use, modify, collect and store Personal Data in accordance with Applicable Data Protection Laws. By submitting any Personal Data to AfterShip, User represents and warrants that User (a) is in compliance with Applicable Data Protection Laws, (b) has provided all relevant notices and obtained any necessary consent from each data subject required for AfterShip to process Personal Data, and (c) informed each data subject of the purposes for which Personal Data is being processed. AfterShip collects certain information about the Account, User’s Data, Users, End-Users, as well as the devices, computers and other tools used in connection with the Service as data controller. AfterShip uses, discloses, and protects this data as described in AfterShip Cookies Policy and AfterShip Privacy Policy.

   3.5 Exclusions. Confidential Information shall not include information (a) already known to the Receiving Party at the time of disclosure by the Disclosing Party; (b) obtained by the Receiving Party by a third party not known by the Receiving Party to be under an obligation of confidentiality with respect to such information; (c) that is or becomes generally available to the public other than by violation of these Terms; (d) that was or is independently developed by the Receiving Party without use of the Disclosing Party’s Confidential Information; or (e) regarding the existence of a commercial relationship between the Parties (but not the terms of such relationship). Personal Data and Confidential Information shall neither include (i) Contributed Materials, nor (ii) Anonymized Data, and AfterShip shall be authorized to use, combine, disclose, analyze and create derivative works of all Anonymized Data including to provide User dashboard features or Reports. Nothing in these Terms and the AfterShip Data Processing Agreement restrict or limit AfterShip’s collection, use and disclosure of Anonymized Data.

   3.6 Use of Reports. User (i) shall not use any Reports for any purpose other than for User’s own internal business purposes and (ii) shall not disclose the Reports to any third party excluding however its employees, agents, representatives, and its Affiliates who need to know such information for its own internal business purposes.

   3.7 Anonymized Data. User acknowledges and authorizes AfterShip, as a necessary part of providing the Services, to process, use, and aggregate Anonymized Data from multiple Stores associated with the same User Account. This includes combining Anonymized Data from different Stores under the User’s Account. Additionally, User consents to and instructs AfterShip to process, use, and aggregate Anonymized Data across multiple Services, provided that all such Services are delivered to the same User. With respect to the foregoing, User shall ensure that the processing, use and aggregation complies with Applicable Data Protection Laws; provided however that AfterShip shall be responsible for proper anonymization.

4. INTELLECTUAL PROPERTY RIGHTS

   4.1 Use of the Services. User shall use the Services during the Subscription Term solely in accordance with these Terms (including the prohibited activities, other use restrictions and other requirements set forth herein) and the Documentation, the Software, the Site, the AfterShip API, the Documentation and any tools and/or work product provided or delivered in connection with the Services (collectively the “Proprietary Materials”) may be accessed and used solely as necessary to access and receive the Services in accordance with these Terms.

   4.2 AfterShip IPR. The Proprietary Materials and IPR owned or controlled by, used by or on behalf of the AfterShip Group, or otherwise related to the Service (collectively, “AfterShip IPR”), are and will remain the sole and exclusive property of the AfterShip Group. The rights granted hereunder do not convey any additional rights in the Service, or in any AfterShip IPR. Except as expressly provided herein or otherwise authorized in writing, no Content or part thereof may be copied, reproduced, modified, published, or distributed in any way through any media whatsoever, and AfterShip reserves all rights not expressly granted to User.

   4.3 Rights to User Data. AfterShip shall have a royalty-free, worldwide, transferable, sub-licensable, irrevocable and perpetual license to use, host, store, reproduce, modify, create derivative works of, communicate, publish, publicly display, publicly perform and distribute Data for the limited purpose of allowing AfterShip to provide and improve the Services. User represents and warrants that (i) User owns all rights to the Data or otherwise has (and will continue to have) all rights and permissions necessary to use, share, display, transfer and license the Data in the manner set forth herein, and (ii) such use by AfterShip will not infringe or violate the IPR of any third party.

   4.4 Limited Licensing. During the Subscription Term, User grants AfterShip a limited, non-exclusive, non-transferable (except as permitted hereunder), fully-paid, worldwide, royalty-free license to use, subject to applicable User guidelines provided to AfterShip in writing, the User’s trademarks, tradenames and logos in connection with the distribution, promotion and marketing of AfterShip’s Services, without any further action or approval required.

   4.5 Contributed Materials. Any Contributed Materials will be distributed by AfterShip and its Affiliates to its general customer base. Accordingly, User hereby assigns to AfterShip and its Affiliates, without further consideration, any IPR in and to such Contributed Materials (and agrees to assign in writing any such future IPR upon creation), provided that User retains a non-exclusive, royalty-free license to use such Contributed Materials for its own internal purposes.

5. TERMS OF USE FOR AUTHORIZED INDIVIDUALS

   5.1 Authorized Individuals. Use of the Service may be extended to Authorized Individuals, on the following conditions: (a) any applicable categories shall be set forth in the applicable Work Order; (b) no two (2) or more Authorized Individuals may share logins, even for shared functions. No Service may be used where two (2) or more persons get access, without requiring individual log-ins. When an Authorized Individual permanently discontinues use of the Services, such Authorized Individual may be substituted for the purposes of the Services hereunder with another Authorized Individual who must be named in place of the first Authorized Individual; (c) no Authorized Individual whose tasks or functions are limited to a specific category hereunder shall use the Software in connection with tasks or functions not specifically included in such category; and (d) an Authorized Individual may not be any individual performing services (as an employee, independent contractor or otherwise) for, or having an ownership or financial interest in, a competitor of AfterShip, except with AfterShip’s prior written approval.

   5.2 Authorized Group Members. The use of the Services may be extended by the User to Authorized Individuals engaged by an Authorized Group Member and Subcontracted Service Providers (each a “User Entity”) provided compliance during the Subscription Term with the following: (a) each User Entity shall be provided with a copy these Terms and shall abide by them with respect to their use of the Services and/or the Proprietary Materials; (b) upon ceasing to qualify as a User Entity, the rights of such User Entity under these Terms will automatically terminate, and the User Entity shall comply with all obligations set forth herein that survive accordingly; and (c) no User Entity will have any right or entitlement in these Terms except as specifically expressed herein to apply to such User Entity.

   5.3 Subcontracted Service Providers. A Subcontracted Service Provider shall only be provided with such access to the Proprietary Materials as it requires to fully perform its duties to the User. Any engagement of an AfterShip competitor as a Subcontracted Service Provider shall be subject to AfterShip’s written approval.

   5.4 AfterShip’s Obligations to User Entities. In any event, neither AfterShip nor its Affiliates shall be deemed to have any obligation to any User Entity in relation to the Services or the Proprietary Materials and/or use thereof by such User Entity and the only obligation of AfterShip shall be to User hereunder. Nor shall AfterShip be responsible for the reliability or continued availability of the communications lines, or the corresponding security configurations, used by User or User Entities in accessing the Services.

6. THIRD-PARTY SERVICES & MATERIALS

   6.1 Use of Third Party Services. If User engages Third Party Services in any way, such use shall be governed by such Third Party Services terms and conditions, and AfterShip shall not be responsible for the effect such Third Party Services have on the handling of Data, any interaction between User and such Third Party Service or any output thereof. By integrating or connecting with a Third Party Services, including Shopify, TikTok, Magento, Amazon Seller Central, Google Shopping and WooCommerce, User authorizes AfterShip to (i) disclose, collect, process and retain User’s Login, Data or any other relevant information regarding User’s use of the Third Party Service, and (ii) access, use, collect, process and retain any and all data, including Personal Data, originating from the relevant Third Party Service provider and to combine said data with User’s Data, each to the extent necessary for AfterShip to provide the Services.

   6.2 Third Party Content. The Service may contain features and functionalities that provide User with access to third party content independent of AfterShip. Any User interactions with organizations or individuals found through the Service shall be the sole responsibility of the User, and User shall undertake any necessary investigation prior to interacting with any such Third Party Service provider.

   6.3 User as an Intermediary. In the event that User is a Tracking & Parcel Information Intermediary, User will abide by the following conditions with respect to Tracked Parcel Information introduced by User in the Services, not to: (i) store Tracked Parcel Information for a period that is longer than necessary for the purposes of providing services to the End User, (ii) disclose Tracked Parcel Information, or any derivatives thereof, to any person except the applicable End-User associated therewith, (iii) aggregate Tracked Parcel Information for multiple End-Users, or (iv) use Tracked Parcel Information or any derivative thereof for any other purpose without the written consent of the applicable Authorized Carrier, including the use in or development of any product or service, other than sharing unaltered Tracked Parcel Information with the associated End-User. Should User breach the foregoing restrictions or AfterShip is advised of such by the applicable Authorized Carrier, AfterShip shall be entitled to suspend processing the applicable Tracked Parcel Information with respect to such Authorized Carrier. For purposes hereof, (i) “Tracking & Parcel Information Intermediary” means a User (A) whose End-User is the party that manifests and manages Tracked Parcel Information, and (B) is engaging AfterShip Services for End-User’s Tracked Parcel Information; and (ii) “Tracked Parcel Information” means parcels tendered to an Authorized Carrier by an End-User and the related tracking and parcel information is provided to AfterShip through the Tracking & Parcel Information Intermediary’s platform, products or services.

   6.4 Shipping Services. AfterShip does not provide any type of shipping Service. User is solely responsible for compliance with all applicable terms and conditions for any shipment made through a Shipping Provider, and any such shipment is a matter between User and such Shipping Provider. User has the obligation to alert the Shipping Provider of any shipment within highly regulated industries (whether national, federal, state, or local), including the labelling of dangerous goods and hazardous materials. Where User’s goods in the shipments are designated as “hazardous materials” or otherwise require compliance with additional shipping regulations (such as “restricted matter” or “perishable matter”) (together, “Regulated Goods”), User will (a) immediately notify Shipping Provider of the presence of such Regulated Goods and (b) clearly identify the Regulated Goods with clear labels with an ongoing duty to imminently alert the Shipping Provider of any changes or additions to said Regulated Goods.

   6.5 Disclaimer. User agrees that AfterShip is not responsible or liable for any loss or damage of any kind or nature incurred resulting from use of Third Party Services, or User’s reliance on the privacy practices, data security processes or other policies of such Third Party Services. If there is a dispute between User, other users of AfterShip’s Services, End-Users and/or a Third Party Service provider (including Shipping Providers), User acknowledges and agrees that AfterShip is under no obligation to become involved. In such event, User hereby shall release and indemnify, defend and hold the AfterShip Group harmless from and against any type of claim, demand, and/or damage, arising out of or in any way related to such disputes.

7. INVOICING

   7.1 Taxes. All applicable Taxes imposed upon amounts payable hereunder shall be borne by User, which shall directly pay any such Taxes assessed against it and shall promptly reimburse AfterShip for any such Taxes payable or collectable by AfterShip. If any withholding of Taxes is required under applicable law with respect to any such amount, User shall pay an additional amount such that the net amount actually received by AfterShip will be equal to the net amount due to AfterShip hereunder.

   7.2 Payment of Fees. All amounts due shall be paid, as applicable no later than (a) the date set forth in an invoice, (b) the date of subscription of a Service Plan, or (c) the date set out in the Work Order. Payment shall not be deemed to be made until AfterShip’s receipt of cash or cleared funds. All payments hereunder shall be made in full without any withholding, set-off or counterclaim whatsoever and, except as expressly set forth herein, are non-refundable. Termination or expiration of the Subscription Term shall not affect the obligation to pay amounts invoiced or which accrued prior to the date of expiration or termination as invoiced thereafter. If User pays by debit card, credit card or other third party payment platform (each a “Payment Gateway”), User acknowledges that AfterShip will use a third-party intermediary to manage Payment Gateway processing and bear any related fee, and User also agrees that AfterShip may automatically re-charge the provided Payment Gateway for applicable fees due upon renewal of a Service Plan.

   7.3 Changes to the Price and Service Plan. Unless otherwise set out and agreed in a Work Order, AfterShip may change Service Plans including price, features and options from time to time. Any price changes or changes to User Service Plan will apply no earlier than thirty (30) days following notice to You.

   7.4 Payment Agent. If a User Registered Address is located in the United States, AfterShip shall procure that its Affiliate, AfterShip Inc. (“AfterShip USA”), be responsible for sales, billing and collecting services in the United States (“US Payment Agent Services”). AfterShip USA shall be responsible for US Payment Agent Services only, and the delivery of Services shall be that of AfterShip.

   7.5 Shopify Users. US Payment Agent Services shall not apply to Shopify Users, and AfterShip shall invoice Shopify Users irrespective of their User Registered Address, including if located in the United States.

8. TERMINATION & REMEDIES FOR BREACH

   8.1 Termination. If User commits a breach of an obligation under these Terms, AfterShip may (a) immediately terminate provision of the Services and (b) preemptively end the Subscription Term upon written notice thereof, including any Work Order then currently in force.

   8.2 Interim & Equitable Relief. Notwithstanding Section 10, User acknowledges that its breach of these Terms may cause AfterShip and its Affiliates irreparable damage for which recovery of money damages would be inadequate, and agrees that AfterShip shall be entitled, in addition to any other remedies available to it, to obtain interim measures, injunctive relief and/or other equitable relief to prevent or restrain any breach or otherwise to protect its rights under these Terms, without being required to post a bond or other security.

   8.3 Limitation of Liability. A Claim against AfterShip or its Affiliate shall be brought exclusively hereunder by the User and shall be subject to the following: (i) AfterShip shall not be liable for any Excluded Losses arising from such Claim; and (ii) except where such limitations or exclusions are prohibited by law, AfterShip’s maximum aggregate liability in respect of any and all such Claims arising in any given Subscription Term shall not exceed the General Liability Cap in respect of such Subscription Term. User acknowledges that the foregoing limitation of liability above shall apply whether liability for the foregoing arises or is asserted on the basis of contract, tort, negligence or otherwise and whether or not foreseeable, even if User or its Affiliates have been advised or were aware of the possibility of the same. The provisions of these Terms allocate the risks between the Parties, and the prices and other considerations agreed herein reflect such allocation. All liability and remedy limitations, exclusions and disclaimers in these Terms shall apply to the full extent they are not prohibited by applicable law without the possibility of contractual waiver, even if any limited or exclusive remedy fails of its essential purpose. NOTHING IN THESE TERMS SHALL LIMIT OR EXCLUDE EITHER PARTY’S LIABILITY FOR (A) DEATH OR BODILY INJURY CAUSED BY ITS GROSS NEGLIGENCE, (B) FRAUD OR (C) ANY OTHER LIABILITY THAT, BY LAW, CANNOT BE LIMITED OR EXCLUDED.

   8.4 DISCLAIMER OF WARRANTY. EXCEPT FOR THE EXPRESS WARRANTIES PROVIDED HEREIN, THE PROPRIETARY MATERIALS AND THE SERVICES ARE PROVIDED ON AN “AS IS”, “WITH ALL FAULTS” AND “AS AVAILABLE” BASIS AND AFTERSHIP DOES NOT MAKE, AND HEREBY FULLY DISCLAIMS, ANY REPRESENTATIONS, WARRANTIES AND/OR CONDITIONS REGARDING THE PROPRIETARY MATERIALS AND/OR THE SERVICES, WHETHER ORAL OR WRITTEN, EXPRESS OR IMPLIED, AND WHETHER ARISING BY STATUTE OR OTHERWISE IN LAW, OR FROM A COURSE OF PERFORMANCE, DEALING OR USAGE OF TRADE, TO THE MAXIMUM EXTENT PERMITTED BY LAW, INCLUDING ANY REPRESENTATION, WARRANTY OR CONDITION THAT THE PROPRIETARY MATERIALS OR THE SERVICES WILL MEET ANY REQUIREMENTS OF USER OR THAT ITS USE WILL BE UNINTERRUPTED OR ERROR-FREE, OR REGARDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT. IN ADDITION, AFTERSHIP SHALL NOT BE HELD RESPONSIBLE HEREUNDER FOR ACTS OR OMISSIONS OF USER IN CONNECTION WITH ITS USE OF THE PROPRIETARY MATERIALS OR THE SERVICES, INCLUDING FOR USER’S FAILURE TO (I) TAKE APPROPRIATE PRECAUTIONS REGARDING THE TESTING AND USE OF THE PROPRIETARY MATERIALS AND/OR THE SERVICES AND THE RESULTS THEREOF; OR (II) USE THE PROPRIETARY MATERIALS AND THE SERVICES IN ACCORDANCE WITH APPLICABLE LAW. TO THE FULLEST EXTENT PERMITTED BY LAW, THE AFTERSHIP GROUP DISCLAIM ANY WARRANTIES FOR VIRUSES OR OTHER HARMFUL COMPONENTS IN CONNECTION WITH THE SERVICE. AFTERSHIP DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE THIRD PARTY SERVICES, AND ANY REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE FOREGOING, AND ANY CLAIMS REGARDING ANY FAILURE OF THE FOREGOING, ARE SOLELY BETWEEN THE USER AND THE APPLICABLE THIRD PARTY SERVICE PROVIDER.

9. THIRD-PARTY CLAIMS

   9.1 Indemnification. In the event that a Third Party Claim is commenced against either Party (“Indemnified Party”): (a) the Indemnified Party shall promptly inform the other Party (“Indemnifying Party”) of such Third Party Claim and continue to provide it with all necessary assistance and information relating thereto, and shall take all necessary actions to mitigate its damages with respect thereto; (b) the Indemnified Party shall give full power and authority to the Indemnifying Party to respond to, conduct any negotiation regarding and control the defence of, any action regarding any such Third Party Claim on behalf of and in the name of the Indemnified Party, and the Indemnified Party shall not agree to any settlement, nor make any admission or take or fail to take any action, in each case, where such admission, action, or failure to act could reasonably be expected to prejudice the defence of such Third Party Claim; and (c) subject to compliance in full with the above conditions, the Indemnifying Party shall defend such Third Party Claim and shall, subject to Section 8 (Termination & Remedies for Breach), reimburse the Indemnified Party for any damages payable by the Indemnified Party pursuant to a final and enforceable court judgement, settlement, or final and enforceable arbitration award agreed to by the Indemnifying Party with respect to the relevant Third Party Claim.

   9.2 Additional User Remedy. ​​In the event that AfterShip determines that a Third Party Infringement Claim is likely to be brought against User, or such claim is likely to be successful, AfterShip may use reasonable endeavours: (a) to procure for User the right to keep using the affected Proprietary Materials, or (b) to supply to User functionally equivalent, non-infringing Proprietary Materials, or (c) to modify the Proprietary Materials so that they become non-infringing, provided that, if AfterShip determines that the above actions are not reasonably practicable, AfterShip may terminate the Subscription Term by notice in writing in which case AfterShip shall refund to User the prorated amount of fees paid under the applicable Service Plan which was subject of the Third Party Infringement Claim, elapsed from the effective date of applicable Subscription Term.

   9.3 Exclusive Remedy. This Section 9 states the entire liability of AfterShip and its Affiliates, and User’s sole and exclusive remedy as well as that of any person or entity claiming through them, in relation to any Third Party Claim.

10. APPLICABLE LAW & JURISDICTION

    10.1 Governing Law. These Terms and any matter, dispute, controversy, claim or disagreement (including non-contractual claims) arising out of or relating to these Terms or the transactions contemplated hereby (each a “Dispute”) will be governed by and construed in accordance with the laws of the Selected Forum, without giving effect to any conflict of law, rules or provisions. The “Selected Forum” can be found in the Jurisdiction Specific Terms, which are fully integrated and shall apply to these General Terms in all respects.

    10.2 Venue. Without prejudice to either Party’s right to relief under Section 8.2, each Party hereby irrevocably and unconditionally agrees that any such Dispute shall be the exclusive jurisdiction of the dispute resolution forum of the Selected Forum.

11. GENERAL

    11.1 Force Majeure. AfterShip shall not be held liable for any delay or failure in performance of any provision of the Services provided pursuant to these Terms if such performance is delayed or prevented by Force Majeure.

    11.2 Severability. If any clause (or part thereof) in the Terms is held invalid, void, unlawful or unenforceable, such clause will be changed and interpreted so as to best accomplish the objectives of such invalid clause within the limits of applicable law or applicable court decisions and all other clauses or parts of clauses of these Terms shall remain in full force and effect and shall not be affected by it.

    11.3 Assignment. User shall not be entitled to transfer, assign or license these Terms, any Work Order hereunder or any rights or obligations hereunder, without the prior written consent of AfterShip. AfterShip may freely transfer, assign or license these Terms, any Work Order hereunder or any rights or obligations hereunder. Any purported assignment in violation of this Section will be void.

    11.4 No Waiver. Any waiver of any breach or default by either Party will 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 will not be deemed a waiver of future enforcement of that or any other provision.

    11.5 Independent Contractor. 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.

    11.6 Entire Agreement. These Terms, all Additional Terms and any applicable Work Order hereunder supersede all prior and contemporaneous proposals, statements, sales materials or presentations, and agreements, both oral and written, and contains the entire understanding of the Parties on the subject matter hereof (including any prior confidentiality agreement).

    11.7 Survival. The rights and obligations contained in Sections 4 (Intellectual Property Rights), 8.3 (Limitation of Liability) and 9 (Third Party Claims) of these Terms shall survive any termination or expiration of the applicable Subscription Term. The rights and obligations contained in Sections 1.6 (Insurance) and 8.4 (Disclaimer of Warranty) shall survive any termination or expiration of the applicable Subscription Term for a period of three (3) years. The rights and obligations contained in Section 3 (Confidentiality & Personal Data) shall survive any termination or expiration of the applicable Subscription Term for a period of five (5) years (except with respect to (a) Confidential Information constituting a trade secret of the Disclosing Party, in which case such obligations will survive for the longer of five (5) years and so long as such information remains protected as a trade secret under applicable law, and (b) Personal Data, in which case such obligations will survive in perpetuity).

12. INTERPRETATION & DEFINITIONS

    12.1 Interpretation. These Terms, the Additional Terms and the Documentation are provided in the English language, as well as the Services provided hereunder, together with all communications for the purposes hereof, shall be in the English language. No translation shall have any legal effect, other than as necessary for the purposes of proceedings contemplated hereunder. User acknowledges to not have subscribed to the Services in reliance upon any representation, warranty, collateral contract or other assurance (except those set out herein) made by or on behalf of any other party before subscribing to these Terms. Whether or not expressly indicated, any reference herein to “including” or any similar term means “including, but not limited to”, and unless the context otherwise requires, words in the singular include the plural and words in the plural include the singular. In the event of a conflict between these Terms and those of a Work Order, these Terms shall prevail unless such Work Order explicitly states with particularity that it is intended to modify the conflicting provision of these Terms.

    12.2 Defined Terms. Capitalized terms (and their capitalised derivative terms) shall have the meanings set forth elsewhere in this these Terms or below:

• Account means any and all AfterShip accounts created by or on behalf of User.

• Affiliate means any entity that directly or indirectly controls, is controlled by, or is under common control with a specified entity, and with respect to the AfterShip Group, that means Automizely Pte. Ltd. and any company under its control; for purposes hereof, “control” refers to the power to direct or influence the management or policies of an entity, whether through ownership of voting securities, by agreement, or by other means.

• AfterShip, We, Our means Automizely Pte. Ltd.

• AfterShip Group means Automizely Pte. Ltd. and its Affiliates.

• AfterShip One means the all-in-one service provided by AfterShip where User will receive access to use the platform and subscribe to any and all Features in accordance with the applicable subscription conditions.

• Anonymized Data means data (including User’s Data) that AfterShip collects about the use of the Services or a group or category of products, services, Users and/or End-Users, from which individual identities, identifiable information and/or any other Personal Data has been irreversibly removed.

• API means the application programming interfaces developed and enabled by AfterShip that permits User to access certain functionality of the Service including the AfterShip REST API that enables the interaction with an AfterShip instance automatically through HTTP requests and the AfterShip application development API that enables the integration of an AfterShip instance with other web applications.

• Applicable Data Protection Laws means all data protection and privacy laws applicable to the Personal Data which is binding on the Parties, which may include (i) the General Data Protection Regulation (2016/679) (“GDPR”), the 2002/58/EC Directive on Privacy and Electronic Communications, and other applicable EU and national laws and regulations, (ii) the California Consumer Privacy Act of 2018 and its regulations (“CCPA”), (iii) the UK Data Protection Act 2018 (“UK GDPR”), (iv) the Swiss New Federal Act on Data Protection (“nFADP”) entered into force on 1 September 2023; (v) the Personal Data Protection Act 2012 of Singapore; and (vi) any and all data protection laws and regulations applicable to the Personal Data in question, in each case as amended, superseded or replaced from time to time.

• Application(s) means web or other software services or applications developed by User that utilize or interact with the API and are authorized to be made available to End-Users pursuant to these Terms.

• Authorized Carriers means the authorized carriers as defined in Schedule B of the AfterShip Data Processing Agreement.

• Authorized Group Member means an Affiliate of the User; excluding any entity that becomes an Authorized Group Member as a result of a change in control of User or its Affiliates.

• Authorized Individual means an individual who is Personnel of the User or an Authorized Group Member, in each case who is “named” (i.e., clearly and distinctly named and otherwise identified in the login and access limitation features of the Service) and is either entitled to use the Services as at the effective date of the applicable Work Order or covered by any applicable additional service fee paid by User.

• Authorized Subprocessors means the authorized subprocessors as defined in Schedule B of the AfterShip Data Processing Agreement.

• Claim means any and all claims against a Party or its Affiliates by the other Party or its Affiliates (or by any party claiming through them) arising out of or relating to these Terms, including any Disputes, claims for breach or claim for reimbursement or indemnification hereunder, regardless of the form of action, and whether any such claim arises or is asserted on the basis of contract, tort, negligence or otherwise.

• Confidential Information means all information disclosed by the Disclosing Party which is in tangible form and labelled “confidential” (or with a similar legend) or which a reasonable person would understand to be confidential given the nature of the information, which notwithstanding the foregoing, excludes Anonymized Data and Contributed Materials.

• Content means all content of the Service, Site, Application or Software including all text, graphics, documents, templates, user interfaces, visual interfaces, photographs, product and virtual product descriptions and design, FAQs, videos, logos, AfterShip trademarks (including the mark AfterShip® and all logos as shown on the Site, the Application, the Software or the Documentation are trademarks owned by the AfterShip Group), sounds, music, artwork, computer code and programming, including the arrangement of such Content, which may be owned, controlled or licensed by or to AfterShip.

• Contributed Materials means any materials provided for the purpose of incorporation by AfterShip into the Software or the Services, which may be disclosed or distributed by the AfterShip Group to its general customer base.

• Data or User’s Data means all data, electronic data, text, messages, emails, tracking data, photos, images, audio materials, videos or any other content or materials submitted to the Service by User in connection with User’s use of the Service.

• Documentation means any written or electronic documentation, images, video, text or sounds specifying the functionalities of the Service provided or made available by AfterShip to User through the Site or otherwise.

• End-User means any individual or entity which (i) is a customer of the User and/or (ii) which Personal Data is being processed by AfterShip as part of the Service provided to the User.

• Enterprise User means any User which has concluded a Service Order with AfterShip.

• Excluded Event means any of the following: (a) use of the Services other than in accordance with these Terms, the Documentation or the recommendations of AfterShip; (b) any event external to the Software, including (i) any negligent use of the Services, including by User Personnel that lack the necessary skills, competence or training; or (ii) the combination or use of the Services with any third party elements which are not authorized in writing by AfterShip or (iii) materials, specifications or data provided by or on behalf of User.

• Excluded Losses means any indirect, incidental, consequential, special, punitive and other non-direct damages of any kind or character, together with damages (whether or not considered indirect) for loss of use, loss of revenues or profits, loss of business, loss of goodwill, work stoppage, delay damages and cost to cover, computer failure or malfunction, loss of data, damage to reputation and trading losses; together with any damages arising from a third party claim (other than a Third Party Claim or any other type of third party claim expressly referenced herein).

• Features means any individual service of the Services provided by AfterShip, whether contracted individually or through AfterShip One, each as described in the AfterShip Feature Specific Terms available here, which User can subscribe to.

• Force Majeure means any act, event or cause beyond the reasonable control of the non-performing Party including 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.

• General Liability Cap means an amount equal to the price paid by User to AfterShip during the twelve (12) months immediately preceding the first event giving rise to any such claim for damages less any part thereof already refunded hereunder, excluding Taxes.

• IPR means any intellectual property right or other proprietary right recognized in any country or jurisdiction in the world, whether registered or not, and whether in existence as of the Effective Date or arising or recognized thereafter, and all applications and registrations therefor, including all patents, trademarks, copyrights, inventions, software, websites, applications, processes, methodologies, domain names, documentation, information, templates, tools, documents, trade secrets, trade names, common law trademark rights, databases, and know-how.

• Personal Data has the meaning set out under Applicable Data Protection Laws, and in the absence of such the meaning ascribed to it under the GDPR.

• Reports means (i) benchmark reports which measure and analyse the performance of the User compared to other pooled groups of users as defined by AfterShip; or (ii) performance reports which measure and analyse the overall performance of the User’s service namely through comparison and benchmarking tools assessing historical performance, to which User may subscribe during the Term.

• Service(s) means any and all services provided by AfterShip to User including the use and access to the Site, tools such as access to Software, API, Documentation, AfterShip One and any of its Features.

• Service Plan means the specific plan for which User subscribes as detailed on the Site, the Documentation and/or the Work Order, and the portion of the Service associated with said plan.

• Shipping Provider means, for clarity, a Third Party Shipping Services provider.

• Shopify User(s) means all Website Users using the Services through the Shopify platform, excluding however, Users using the Stripe billing system.

• Site means any and all websites operated or owned by AfterShip including www.aftership.com, automizely.com, postment.com and returnscenter.com.

• Software means any and all software(s) provided by AfterShip to Users.

• Store means any and all stores, whether online or physical retail location(s), associated with the Account.

• Subcontracted Service Provider means a Subcontractor engaged by the User to provide services in respect of the Services and/or the Software.

• Subcontractor means, in the case of AfterShip, any person or entity, excluding any Authorized Carrier, engaged by AfterShip or its Affiliates to assist in the performance of its obligations under the Terms, including any Affiliate of AfterShip, and, in the case of User, any person and entity having access to the Proprietary Materials through User in accordance herewith, including each User and User Entity.

• Subscription Term means, for Website Users, the period during which the Website User has agreed to subscribe to the portion of the Service as detailed in the Service Plan or, for Enterprise Users, the term period for such Work Order as defined therein, in each case which may be terminated earlier in accordance with these Terms.

• Taxes means all taxes, levies, duties or similar governmental assessments, including value-added, sales, goods and services, use or withholding taxes assessable by any competent tax authority, including penalties and interest on any of the foregoing, excluding Singapore corporate income taxes imposed on AfterShip.

• Third Party Claim(s) means a legal proceeding commenced against the Indemnified Party has been named in a Claim alleging (i) breach of Applicable Data Protection Laws and any such obligation related to Personal Data under these Terms, or (ii) a Third Party Infringement Claim, in each case except to the extent such Third Party Claim is arising from an Excluded Event. For purposes hereof, a Third Party Infringement Claim means (a) where User is the Indemnified Party, a legal proceeding commenced against User, in any country which is a signatory to the Berne Convention for the Protection of Literary and Artistic Works (a “Berne Country”), alleging that User’s use of the Services hereunder infringes a third party’s copyright; or (b) where AfterShip is the Indemnified Party, a legal proceeding commenced against any member of the AfterShip Group, in any Berne Country, alleging that User’s use of third party materials or content in connection with the Services and/or AfterShip’s use of Contributed Materials or other materials provided to AfterShip hereunder infringes a third party’s IPR.

• Third Party Service(s) means third party products, applications, services, software, products, networks, systems, directories, websites, databases and information which the Service links to, or to which User may connect or enable in connection with the Service, including, without limitation, certain Third Party Services which may be integrated in the Service.

• Third Party Shipping Service(s) means Third Party Services that are related to shipping services (including products, applications, additional services, software, networks, systems, directories, websites, databases and information) which the User may use.

• User, You, Your means any individual or Entity and its Affiliates using the Site and/or the Services.

• User Registered Address means (i) the registered address of the Website User as shown in the User Account or (ii) the registered address of the Enterprise User as shown in a Work Order.

• Website User means any User which has not concluded a Service Order with AfterShip.

• Work Order means either a (i) Statement of Work or SOW or a (ii) Service Order, each such document executed by the Parties and issued pursuant to these Terms describing the Services to be provided thereunder and the applicable Fees and any other mutually agreed commercial or technical terms.