Terms of service
Last Updated: 7 April, 2023
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:
Account means any and all AfterShip accounts created by or on behalf of User.
AfterShip, Our, Us, We means the applicable AfterShip Contracting Party (as defined in Section 2 below).
API means the application programming interfaces developed and enabled by AfterShip that permits User to access certain functionality of the Service including but not limited to the AfterShip REST API that enables the interaction with a AfterShip instance automatically through HTTP requests and the AfterShip application development API that enables the integration of a AfterShip instance with other web applications.
Applicable Data Protection Laws means all worldwide data protection and privacy laws applicable to the Personal Data in question including namely but not exclusively, as applicable (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”) , and (iv) any and all data protection laws and regulations applicable to the Personal Data in question, in each case as amended, superseded or replaced from time to time.
Associates of any entity means any entity directly or indirectly controlling, controlled by or under common control with such specified entity. For the purposes of this definition, “control” (including, with correlative meanings, the terms “controlled by” and “under common control with”), as used with respect to any entity, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such person, whether through the ownership of voting securities, by agreement or otherwise.
Authorized Subprocessors means the authorized subprocessors as defined in Schedule B of AfterShip Data Processing Agreement.
Authorized Carriers means the authorized carriers as defined in Schedule B of AfterShip Data Processing Agreement.
Confidential Information means all information disclosed by User to AfterShip or by AfterShip to User 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. Notwithstanding the foregoing, Confidential Information shall not include information that (a) was already known to the receiving Party at the time of disclosure by the disclosing Party; (b) was or is 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) is or becomes generally available to the public other than by violation of these Terms; (d) was or is independently developed by the receiving Party without use of the disclosing Party's Confidential Information; (e) is Anonymized Data or; (f) the existence of the commercial relationship between You and AfterShip.
Data means all data, electronic data, text, messages, photos, images, audio materials, videos or any other content or materials submitted to the Service by You in connection with Your 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 You through the Site or otherwise.
End-User means any individual or entity which (i) is a customer of the User and/or (ii) whose 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 Sales Order with AfterShip.
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.
Party/Parties means AfterShip and User, each a Party and together the Parties.
Personal Data means any information relating to an identified or identifiable natural person included in the Data; 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.
Processing means any operation or set of operations which is performed on Personal Data or on sets of Personal Data, whether or not by automated means, such as collection, recording, organization, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction.
Released Parties means AfterShip, its Associates and its and their officers, directors, shareholders, employees, agents, and successors.
Sales Order means, if applicable, the sales order concluded by the Enterprise User and AfterShip.
Services means any and all services provided by AfterShip to User, including namely but not exclusively, use and access to the Site, tools such as access to Software, API, Documentation and any and all of the services described in Section 1.2.
Service Plan means the specific plan for which User subscribes as detailed on the Site, the Documentation and the Sales Order, and the portion of the Service associated with said plan.
Shipping Provider means the Third Party Shipping Services provider.
Site means any and all websites operated or owned by AfterShip including namely but not exclusively www.aftership.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.
Third Party Services 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 shipping services (including products, applications, additional services, software, networks, systems, directories, websites, databases and information) which the User may use.
Tracking Data means any data related to parcel shipping including namely but not exclusively order number, order value, order date, item name, item value, item amount, item weight, tracking number, carrier name, shipping method, box type, parcel weight, ship date, ship from address, End-User name, End-User email, End-User phone number, End-User's shipping address, store name, store website, carrier preferences, notification content, notification preferences, delivery status, delivery location, delivery date, signed by name, expected delivery date, shipping label file, shipping rates, manifest file, returns reason, returns method, resolution type, returns product images, refund amount, returns date.
User, You, Your means any individual or Entity and its Associates using the Site and/or the Services.
User Registered Address shall mean (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 the Sales Order, whichever being applicable to the Parties.
Website User means any User which has not concluded a Sales Order with AfterShip.
1.2 Definition and description of AfterShip Services
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. The definition of each Service here below shall also include the relevant portions of the Site, Software, API and Documentation.
AfterShip Affiliates means any and all services provided by AfterShip in connection with referral programs, referral program widgets, reward email notifications, affiliate campaigns and influencers programs.
AfterShip App Builder means any and all services provided by AfterShip in connection with building iOS and Android apps for Shopify Stores, send promotional push notifications and analyze said app performance.
AfterShip EDD means any and all services provided by AfterShip in connection with AI-powered delivery data prediction to help Users and End-Users predict when a parcel will be delivered.
AfterShip Email means any and all services provided by AfterShip in connection with automated flows to send (i) notification emails regarding tracking and shipping information and (ii) engaging and personalized marketing emails based on customers’ shopping behavior.
AfterShip Feed means the services provided by AfterShip in connection with the synchronization between User’s TikTok Shop store with User’s other eCommerce platforms.
AfterShip Green means any and all services provided by AfterShip in connection with carbon emission reports built with AI technology to achieve insights into transport carbon footprints.
AfterShip Parser means any and all services provided by AfterShip in connection with email parsing API: (i) email detection services provided in order to detect whether an email includes relevant Order Information (as defined in the Data Processing Agreement) and (ii) email parsing services per se which consist in extracting the categories of data defined in the Data Processing Agreement from the Data.
AfterShip Page Builder means any and all services provided by AfterShip in connection with building website pages.
AfterShip Personalization means any and all services provided by AfterShip in connection with enabling Users to provide product recommendations to End-Users by using behavioral and transactional data to display the most relevant and accurate recommendations.
AfterShip Popups & Forms means any and all services provided by AfterShip in connection with building and displaying pop-ups and forms on Your Store to increase customer engagement and convert website traffic into marketing leads.
AfterShip Returns means any and all services provided by AfterShip in connection with product returns (such as providing a returns center into the User's store, updating return policies and instructions, tracking the returns and email the tracking status to the User's customers) including but not limited to the relevant portions of the Site, Software, API and Documentation.
AfterShip Reviews means any and all services provided by AfterShip in connection with importing customer reviews from eCommerce platforms to Your Shopify Store, sending customers review requests, and providing analysis of products reviews.
AfterShip Shipping means any and all services provided by AfterShip in connection with shipping APIs, such as generation of shipping labels, customs documents, creation of shipments, creation of manifest files and cancelling labels.
AfterShip SMS means any and all services provided by AfterShip in connection with automated flows to send (i) notification SMS regarding tracking and shipping information and (ii) engaging and personalized marketing SMS based on customers’ shopping behavior.
AfterShip Tracking means any and all services provided by AfterShip in connection with tracking and parcel information (such as individually reported tracking events, parcel location and timing information).
AfterShip Traffic means any and all services provided by AfterShip in connection with displaying Your products in other stores and other stores’ products in Your Stores with free display advertising.
Any new or modified features added to the Service are also subject to these Terms.
A prior Service description may have been used on Services, Sales Order, Service Plans, the Site, terms, conditions or policies. Each prior Service name and new Service description shall be interchangeable in accordance with the following conversion table:
|Previous Service name||New Service name|
|AfterShip Returns Center||AfterShip Returns|
|Automizely Marketing||AfterShip Email|
|Automizely Marketing||AfterShip SMS|
|Automizely Personalization||AfterShip Personalization|
|Automizely Marketing||AfterShip Popups & Forms|
|Automizely Page Builder||AfterShip Page Builder|
|Automizely Shopping||AfterShip App Builder|
|Automizely Reviews||AfterShip Reviews|
|Automizely Loyalty||AfterShip Affiliates|
|Automizely Feed||AfterShip Feed|
|Automizely Traffic||AfterShip Traffic|
2. AFTERSHIP CONTRACTING PARTY
2.1 Website User
2.1.1 This section 2.1 shall only be applicable to Website Users.
2.1.2 “AfterShip Contracting Party” means Automizely Pte. Ltd., a company incorporated in Singapore with registered offices situated at 120 Robinson Road #13-01, Singapore (“AfterShip SG”) and AfterShip, Inc., a company incorporated in the United States with registered offices situated at 2711 Centerville Road Wilmington, Delaware 19808, County of New Castle (“AfterShip US”) provided however that AfterShip US is a contracting party solely for providing the services described in Section 2.1.3.
2.1.3 AfterShip US shall provide and be exclusively responsible for the following services included in the Services: billing and sales of AfterShip SG services in the United States.
2.1.4 AfterShip SG shall provide and be exclusively responsible for the following services included in the Services: all services included in the Services (including granting license rights under these Terms) which are not provided by AfterShip US in accordance with Section 2.1.3. AfterShip SG and AfterShip US are each entering into this agreement on its own behalf. AfterShip SG and AfterShip US are not acting as partners, legal representatives, agents, co-obligators, guarantors or joint-venturers with respect to each other and shall be solely responsible for their own services.
- 2.1.5 Shopify Users. Shopify Users means “all Website Users using the Services through the Shopify platform excluding however the Users using the Stripe billing system”. Notwithstanding Sections 2.1.2, 2.1.3 and 2.1.4, “AfterShip Contracting Party” for Shopify Users means AfterShip SG.
2.2 Enterprise User
2.2.1 This Section 2.2 shall only be applicable to Enterprise Users.
2.2.2 If the User Registered Address is located in the United States:
- a. “AfterShip Contracting Party” means Automizely Pte. Ltd., a company incorporated in Singapore with registered offices situated at 120 Robinson Road #13-01, Singapore (“AfterShip SG”) and AfterShip, Inc., a company incorporated in the United States with registered offices situated at 2711 Centerville Road Wilmington, Delaware 19808, County of New Castle (“AfterShip US”) provided however that AfterShip US is a contracting party solely for providing the services described in Section 2.2.2.b.
b. AfterShip US shall provide and be exclusively responsible for the following services included in the Services: billing and sales of AfterShip SG services in the United States.
c. AfterShip SG shall provide and be exclusively responsible for the following services included in the Services: all services included in the Services (including granting license rights under these Terms) which are not provided by AfterShip US in accordance with Section 2.2.2.b.
d. AfterShip SG and AfterShip US are each entering into this agreement on its own behalf. AfterShip SG and AfterShip US are not acting as partners, legal representatives, agents, co-obligators, guarantors or joint-venturers with respect to each other and shall be solely responsible for their own services.
2.2.3 If the User Registered Address is located outside of the United States, “AfterShip Contracting Party” means AfterShip SG.
3. GENERAL CONDITIONS; ACCESS TO AND USE OF THE SERVICE
3.1 Subject to the compliance by Website User with these Terms, Website User has the right to access and use the portion of the Service provided by AfterShip for free and with no subscription, as detailed on the Site.
3.2 The Application developer and API Agreement shall apply to the use of the API in connection with this Agreement.
3.3 The AfterShip Fair Use Policy shall apply to Your use of the Services, which is available here.
3.4 In Order to subscribe to paid Service Plans, User shall buy credits, pay a subscription fee as further described on the Site or sign a Sales Order. For more information about the payment plans, please refer to the Documentation, the Sales Order or the pricing pages. During the Subscription Term, subject to compliance by User with these Terms, User has the limited right to access and use the portion of the Service consistent with the Service Plan. Downgrading the Service Plan, provided said downgrade is possible under the applicable Service Plan or Sales 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.
3.5 An Internet connection is required for proper transmission of the Service. User is responsible for procuring and maintaining the network connections that connect the network to the Service, including, but not limited to, "browser" software that supports protocols used by AfterShip, including Secure Socket Layer (SSL) protocol or other protocols accepted by AfterShip. AfterShip is not responsible for any modification or compromise of data, including Your Data, caused by the transmission across computer networks or telecommunications facilities which are not owned, operated or controlled by AfterShip. AfterShip assumes no responsibility for the reliability or performance of any connections described in this section.
3.6 You agree (a) not to 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 in these Terms or with AfterShip’s written prior approval; (b) not to modify, adapt, or hack the Service or otherwise attempt to gain unauthorized access to the Service or related systems or networks; (c) not to falsely imply any association or partnership with AfterShip; (d) not to use the Service in any unlawful manner, including but not limited to violation of any person's privacy rights; (e) not to use the Service to send unsolicited or unauthorized junk mail, spam, pyramid schemes or other forms of duplicative or unsolicited messages; (f) not to use the Service to store, display 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) not to use the Service in any manner that interferes with or disrupts the integrity or performance of the Service and its components; (h) not to attempt to decipher, decompile, reverse engineer or otherwise discover the source code of the Software, the Site or the Service; (i) not to 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) not to use the Service to post, transmit, upload, link to, send or store any viruses, malware, Trojan horses, time bombs, or any other similar harmful software ("Malicious Software"); (k) not to try to use, or use the Service in violation of these Terms; (l) not to obtain or attempt to obtain any materials, documents or information, including namely but not exclusively personal identification, Personal Data, password Data, and other information of any other User through any means not purposely made available through the Service; (m) not to 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) not to misrepresent yourself, your age or impersonate any other individual or entity; (o) not to use or access the Service in order to monitor the availability, performance or functionality of the Service or for any other similar benchmarking purposes; (p) not to remove or destroy any copyright notices, proprietary markings or confidentiality notices placed upon, contained within or associated with the Services; (q) not to 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; (r) not to use any fonts in violation of any third party’s copyright, any Google font URLs, or any fonts containing IP address tracking tools.
3.7 The Service is not available to individuals who are younger than 18 years old. You may not use the Site if You are not of a legal age to form a binding contract and otherwise capable of entering into these Terms. AfterShip does not knowingly collect personally identifiable information from users under the age of 18. Such users are expressly prohibited from submitting their personally identifiable information to AfterShip; any information submitted by such users will not knowingly be used, posted, or retained by AfterShip.
3.8 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.
3.9 You are solely responsible for ensuring that use of the Service to store and transmit Your Data is compliant with all applicable laws and regulations including namely but not exclusively all Applicable Personal Data Laws. You are solely responsible for ensuring that the use of the Service and that Your Data do not to infringe any third party's intellectual property and privacy rights.
3.10 User maintains all responsibility for determining whether the Service or the information generated thereby is accurate or sufficient for its purposes.
3.11 Access to and use of a portion of the Service may be restricted to a specified number of individuals permitted under the applicable Service Plan.
3.12 User agrees and acknowledges that each individual accessing the Account will be identified by a unique username and password ("Login") and that an individual Login may only be used by one individual.
3.13 Users are responsible for maintaining the confidentiality of all Login information related to the Account and shall restrict its disclosure to itself and its employees who need to know said Login and who are subject to confidentiality obligations at least as stringent as those provided in these Terms.
3.14 AfterShip reserves the right, in AfterShip's discretion, to temporarily suspend Your access to and use of the Service: (a) during planned downtime for upgrades and maintenance; (b) during any unavailability of the Service caused by Force Majeure events or circumstances; (c) if AfterShip suspects or detects any malicious software or file connected to Your Account or use of the Service by You; and/or (d) for any other reason which AfterShip deems reasonable. AfterShip will use commercially reasonable efforts to schedule planned downtime for weekends (Pacific time zone) and other off-peak hours. AfterShip will use commercially reasonable efforts to communicate in advance the planned downtime periods to Users.
4. RESTRICTED BUSINESS LIST
4.1 Use of or access to the Service is prohibited for Users and End-Users: (i) located or having activities in any country which is embargoed, sanctioned or prohibited by any government including namely but not exclusively, those on sanctions lists identified by the United States Office of Foreign Asset Control (OFAC), the European Union Sanctions Map, the Hong Kong Commerce, Industry and Tourism Branch and the Monetary Authority of Singapore (MAS), (ii) listed on any government list of prohibited or restricted persons (collectively, “Sanctions List”) and/or (iii) having any dealings, engagement, or sales of goods or services in direct or indirect connection with the Sanctions Lists.
5. ACCEPTABLE USE
5.1 User shall not use the Service in connection with Prohibited and Restricted Products and Services and shall comply with AfterShip Acceptable Use Policy.
6. TECHNICAL SUPPORT – SERVICE LEVEL AGREEMENT
6.1 All Users with an active paid Service Plan shall benefit from the free technical support services associated with said Service Plan as described in AfterShip Technical Support Terms available here.
6.2 Additionally, Users may benefit from additional support services as described in the AfterShip Technical Support Terms available here.
7.1 Subject to the express permissions of these Terms, You and AfterShip will protect each other's Confidential Information from unauthorized use, access or disclosure in the same manner as each protects its own Confidential Information, but with no less than reasonable care. Except as otherwise expressly permitted pursuant to these Terms, AfterShip, User and their respective Associates may use the other Party's Confidential Information solely to exercise their respective rights and perform their respective obligations under these Terms and may only disclose Confidential Information to their employees, agents and representatives, their respective Associates and their respective Associates’ employees, agents and representatives who need to know such information in order to perform their respective duties.
7.2 You agree that AfterShip, its Affiliates and their respective employees, agents and representatives shall have the right to access Your Account and to use, modify, transfer, reproduce, display and disclose the Data to the extent necessary to provide the Service including, without limitation, in response to Your support requests. You Agree that, solely to the extent necessary to provide the Services, AfterShip shall be authorized (i) to permit to use, modify, reproduce and (ii) to disclose the Data (including Confidential Information) to the Authorized Subprocessors, Authorized Carriers, End-Users, AfterShip Customers, Shipping Providers, Third Party Service Providers and their employees, agents and representatives.
7.3 AfterShip will maintain commercially reasonable administrative, physical and technical safeguards to protect the security, confidentiality and integrity of Your Data.
7.4 AfterShip may also disclose Confidential Information and information about the Account, Your Data and Users 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.
8. PERSONAL DATA
8.1 As part of the provision of the Services, AfterShip acts as a Data Processor and processes Personal Data based on the instructions of the User. By using the Service in any way, User expressly agrees with the terms and conditions of AfterShip Data Processing Agreement.
8.3 AfterShip will process, use, modify, collect and store Personal Data within the meaning of Applicable Data Protection Laws. By submitting any Personal Data to AfterShip, User represents and warrants that User has (1) complied with any and all applicable laws including namely but not exclusively all Applicable Data Protection Laws, (2) provided all relevant notices and obtained any necessary consent from the data subjects required for AfterShip to process the Personal Data and (3) informed the data subjects of the purposes for which Personal Data is being processed.
8.4 Personal Data and Confidential Information do not include anonymized data, which is data (including the Data) AfterShip collects about the use of the Services or about a group or category of products, services, Users and End-Users, from which individual identities, identifiable information or other Personal Data has been irreversibly removed (“Anonymized Data”). AfterShip shall be authorized to use, combine, disclose, analyze and create derivative works of all Anonymized Data including namely but not exclusively through the User dashboard, reports and analytics and through benchmarking reports. Information about the Service may be collected, de-identified and then combined with information about how others use the Service. The Terms and the AfterShip Data Processing Agreement do not restrict or limit AfterShip’s collection, use and disclosure of Anonymized Data.
8.5 User agrees, authorizes and instructs AfterShip, in order for AfterShip to provide its Services, to process, use and aggregate Anonymized Data processed in connection with one or more Store(s) with the Anonymized Data processed in connection with one or more other Store(s) provided however that these Stores shall be included in the same User Account. User agrees, authorizes and instructs AfterShip, in order for AfterShip to provide its Services, to process, use and aggregate Anonymized Data processed in connection with one or more Service(s) with the Anonymized Data processed in connection with one or more other Service(s) provided however that these Services are provided to the same User.
8.6 User shall ensure that the processing, use and aggregation described in Section 8.5 complies with all applicable laws provided however that the anonymization has been properly made by AfterShip.
9. INTELLECTUAL PROPERTY RIGHTS
9.2 The trademarks including the mark AfterShip®, Postmen®, Voize® and Automizely® as shown on the Site, the Application, the Software or the Documentation are trademarks owned by AfterShip and/or its Associates (collectively, "AfterShip Trademarks"). Unless otherwise provided by applicable laws or regulations, AfterShip Trademarks may not be used in any manner other than expressly authorized in a written agreement.
9.3 The Service, Software, Site, 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 the 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 Associates, or otherwise related to the Service, are, will be and remain the sole and exclusive property of AfterShip or its Associates. The rights granted to You to use the Service under these Terms do not convey any additional rights in the Service, or in any AfterShip Intellectual Property Rights.
9.4 AfterShip shall have a royalty-free, worldwide, transferable, sub-licensable, irrevocable and perpetual license (i) 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 and (ii) to incorporate into the Service or otherwise use any suggestions, enhancement requests, recommendations or other feedback AfterShip receives from You. You represent and warrant that You own all rights to the Data or otherwise have (and will continue to have) all rights and permissions necessary to use, share, display, transfer and license the Data in the manner set forth in these Terms. Provided AfterShip uses the Data in the ways described in these Terms, User represents and warrants that such use will not infringe or violate the rights of any third party, including without limitation any copyrights, trademarks, privacy rights, publicity rights, contract rights, trade secrets or any other intellectual property or proprietary rights.
9.6 Subject to AfterShip compliance with these Terms, User hereby grants to AfterShip a limited, non-exclusive, non-transferable, fully-paid, worldwide, royalty-free license to use, subject to applicable guidelines set forth by User, the User’s registered and unregistered trademarks, tradenames and logos in connection with the distribution, promotion and marketing of AfterShip Service. Unless provided otherwise in writing, AfterShip shall have no obligations towards User to submit advertising materials containing User’s trademarks prior to distribution, promotion and marketing of AfterShip Service. Except as set forth in this Section 9.6, nothing in these Terms shall grant or shall be deemed to grant to one Party any right, title or interest in or to the other Party's trademarks.
10. THIRD PARTY SERVICES
10.1 If You decide to enable, access, integrate, connect or use Third Party Services, be advised that Your access, integration, connection and use of such Third Party Services is governed by the terms and conditions of such Third Party Services. AfterShip does not endorse, is not responsible or liable for, and makes no representations as to any aspect of such Third Party Services, including, without limitation, the accuracy, completeness or authenticity of the information contained or the manner in which the Third Party Services providers handle data, including Your Data, or any interaction between You and the Third Party Service provider.
10.2 By enabling, accessing, integrating or connecting any Third Party Services including namely but not exclusively Shopify, Magento, Amazon Seller Central, Google Shopping and WooCommerce, You are expressly permitting AfterShip to (i) disclose, collect, process and retain Your Login, Your Data or any other relevant data provided by You or the relevant Third Party Service provider to the extent necessary to facilitate the access, integration or connection of such Third Party Service with the Service, (ii) access, use, collect, process and retain any and all data originating from relevant Third Party Service provider and to combine said data with Your Data to the extent necessary for AfterShip to provide the Services.
10.3 AfterShip may obtain information including Personal Data if You decide to enable, access or use social media authentication or other authentication services including namely but not exclusively if You log into Our Services through such Third Party Service or otherwise provide Us with access to information from such Third Party Service. Any access that We may have to such information from a third party social media or authentication service is in accordance with the authorization procedures determined by that Third Party Service provider.
10.4 You irrevocably waive any claim against AfterShip with respect to Third Party Services. AfterShip is not liable for any damage or loss caused or alleged to be caused by or in connection with Your enablement, access, integration, connection or use of any such Third Party Services, or Your reliance on the privacy practices, data security processes or other policies of such Third Party Services.
11. THIRD PARTY CONTENT
The Service may contain features and functionalities that may link You or provide You with access to third party content which is completely independent of AfterShip, including websites, directories, servers, networks, systems, information and databases, applications, software, programs, products or services, and the Internet in general. Your interactions with organizations or individuals found on or through the Service are solely between you and such organizations or individuals. You should make whatever investigation You feel necessary or appropriate before proceeding with any interaction with any of the third parties providing Third Party Services. You agree that AfterShip is not responsible or liable for any loss or damage of any kind or nature incurred as the result of any such dealings.
12. DISPUTES BETWEEN USERS, END-USERS AND THIRD PARTIES
If there is a dispute between Users, End-Users and/or Third Party Service Provider, You understand and agree that AfterShip is under no obligation to become involved. In the event that You have a dispute with any other User, End-User or Third Party Service provider, You hereby release the Released Parties from claims, demands, and damages (actual and consequential) of every kind or nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way related to such disputes.
13. SHIPPING PROVIDERS
AFTERSHIP DOES NOT PROVIDE SHIPPING SERVICES. You and the Shipping Provider are responsible for any shipment. Your use of Shipping Provider is subject to, and You are responsible for compliance with, all applicable terms and conditions of the relevant Shipping Provider. Please also refer to the applicable shipping restrictions for more information about what You are and are not permitted to ship through the applicable Shipping Provider. By using Third Party Shipping Services, You are responsible for compliance with all applicable laws, regulations, and third party rights. In addition, it is Your responsibility to alert the Shipping Provider of any and all shipment within highly regulated (national, federal state or local) industries, including, without limitation, 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.
14. SERVICE SPECIFIC TERMS
14.1 AFTERSHIP TRACKING
a. AfterShip Tracking allows the User to receive tracking and parcel information originating from the Authorized Carriers.
b. In addition and without any limitation to the warranty disclaimer provided in These Terms, AfterShip makes no warranty whatsoever (i) in respect of the accuracy and integrity of the information provided by the Authorized Carriers and (ii) that the information will be communicated to the User integrally and/or in a timely manner.
14.2 AFTERSHIP SHIPPING
a. AfterShip Shipping allows You to (i) print shipping labels of Shipping Providers (see the relevant portion of the Site for more information about the carriers), (ii) get rates across Shipping Providers, (iii) validate addresses by Shipping Providers, (iv) generate commercial invoices from Shipping Providers, and (v) automatically use negotiated rates of your Shipping Providers’ accounts.
b. AfterShip serves only as an intermediary between You and the Shipping Provider, allowing You to purchase and print shipping labels ("Labels"). AfterShip is not responsible for pick up, transport, deliver or generally to deal with Your shipments.
c. Your use of the Third Party Shipping Services is subject to, and You are responsible for compliance with, all Shipping Provider’s terms and conditions. Please refer to the terms and conditions from the applicable Shipping Provider. Please also refer to the applicable shipping restrictions for more information about what You are and are not permitted to ship through the applicable Shipping Provider.
d. You may not use AfterShip Shipping for any illegal or unauthorized purpose. By shipping any parcel, You are responsible for compliance with all applicable laws and regulations including but not limited to local and international shipping and customs regulations.
e. AfterShip will not be responsible for any local customs charges, import taxes or duties or any similar charges related to Your shipments. If any such charges become due as a result of Your use of AfterShip Shipping and are charged to AfterShip by any competent authority, You agree to reimburse AfterShip fully in respect of the same within 14 days of Our demand.
14.3 AFTERSHIP RETURNS
a. User shall be solely responsible for any and all returns organized through AfterShip Returns.
b. AfterShip is not responsible or liable for and makes no representations in connection with any and all End-Users, including, without limitation, the accuracy, completeness or authenticity of the information contained or the manner in which Your End-Users handle data, including Your Data, or any interaction between You and Your End-Users in the framework of AfterShip Returns.
14.4 AFTERSHIP PROTECTION
14.5 AFTERSHIP EMAIL AND AFTERSHIP SMS
By enabling, purchasing, and using AfterShip SMS, You agree to the AfterShip SMS and AfterShip Email Content Policy, which is available here.
14.6 AFTERSHIP EDD
AfterShip EDD allows Users to display estimated delivery date (“EDD”) of parcels. The EDD is calculated by AfterShip systems and is an average number. The EDD is for reference only and may differ from the actual delivery date. AfterShip does not warrant that EDD will be the same than the actual delivery date. AfterShip is not responsible for any differences between the EDD and the actual delivery date.
14.7 AFTERSHIP FEED
By enabling, purchasing, and using AfterShip Feed, you agree to the AfterShip Feed Terms, which are available here.
14.8 AFTERSHIP PARSER
a. AfterShip Parser does not include any storage services. The Data provided by You in connection with AfterShip Parser shall not be retained excluding however the Anonymized Data.
b. User shall ensure that the Data transferred to AfterShip in connection with AfterShip Parser may be disclosed to, detected, parsed and/or processed by AfterShip and its Authorized Subprocessors.
14.9 AFTERSHIP PERSONALIZATION
- “Personalization Fees” means the fees paid in connection with AfterShip Personalization.
- “Personalization Term” means each thirty (30) day period commencing on the first day of the Subscription Term (excluding any trial or free period) and terminating on the last day of the Subscription Term.
- “AfterShip Generated Revenue” or “AGR” means User's gross revenue generated or arising from any interactions with the AfterShip Personalization Services including, but not limited to, when Users are adding a product to the cart, tapping on a product to learn more about it and subsequently adding the product to the cart or visiting the User store and subsequently making a purchase.
b. ROI GUARANTEE. Subject to the terms and conditions hereof, if, during any Personalization Term (i.e. each thirty (30) day period), the Personalization Fees paid by User for the Subscription Term exceed User's AGR during the applicable Personalization Term, AfterShip will refund the Personalization Fees paid by User for the applicable Personalization Term (“ROI Guarantee”). Calculation of the AGR shall be at AfterShip’s entire discretion.
The ROI Guarantee is conditioned on the following: (i) User shall have the AfterShip Personalization installed for the entirety of the applicable Personalization Term, and User must use a good faith effort implementing AfterShip Personalization in accordance with AfterShip documentation and best practices (User will not be eligible for a refund if User fails to properly implement AfterShip Personalization), (ii) User shall be up to date on all payments and amounts due and payable under the applicable Service Plan, (iii) User shall not be in breach of the Terms, and (iv) User shall submit its claim for the ROI Guarantee within sixty (60) days following the last day of the applicable Personalization Term (any later claim shall not be valid).
c. Disclaimer. THIS SECTION STATES USER'S SOLE AND EXCLUSIVE REMEDY, AND AFTERSHIP'S SOLE AND EXCLUSIVE OBLIGATION AND LIABILITY, FOR ANY FAILURE OF AFTERSHIP PERSONALIZATION TO MEET THE ROI DURING ANY APPLICABLE SERVICE TERM. THE ROI GUARANTEE SHALL NOT APPLY TO ANY OTHER SERVICE THAN AFTERSHIP PERSONALIZATION AND SHALL NOT APPLY FOR THE USE OF AFTERSHIP PERSONALIZATION DURING THE TRIAL PERIOD, OR WHERE USER HAS OTHERWISE OBTAINED AFTERSHIP PERSONALIZATION ON A FREE BASIS.
14.10 AFTERSHIP REVIEWS
By enabling, purchasing, and using AfterShip Reviews, You agree to the AfterShip Reviews Content Policy, which is available here.
15. BILLING AND CANCELLATIONS
15.1 Taxes. The fees and charges do not include any taxes, levies, duties or similar governmental assessments, including value-added, sales, use or withholding taxes assessable by any local, state, provincial or foreign jurisdiction (collectively “Taxes”). User agrees to pay applicable direct or indirect Taxes associated with its purchases hereunder, which, to the extent AfterShip is legally required to collect the same, will be itemized on the AfterShip invoice. If User has an obligation to withhold any amounts under any law or tax regime (other than U.S. income tax law), User will gross up the payments so that AfterShip receives the amount quoted and invoiced. If AfterShip has the legal obligation to pay or collect Taxes for which Customer is responsible under this section, the appropriate amount will be invoiced and paid by the User, unless, prior to the invoice date, User provides AfterShip with a valid tax exemption certificate authorized by the appropriate taxing authority or other acceptable documentation as agreed upon by AfterShip. AfterShip reserves the right to issue a supplemental bill for any taxes not fully collected due to an error, and User agrees to pay any such supplemental bill issued by AfterShip.
15.2 Credit Card. If User pays by credit card, the Service provides an interface for the account owner to insert or change credit card information. The User will receive a receipt for each confirmed payment. If User pays by credit card, User agrees that AfterShip will use a third-party intermediary to manage credit card processing.
15.3 Cancellation. To cancel, Users shall go to the User Account page and follow the instructions for cancellation. If User cancels its Service Plan, the limited right to access and use the portion of the Service consistent with the Service Plan will automatically terminate at the end of the applicable billing period. Unless User cancels its Service Plan before the billing date, User especially authorizes AfterShip to charge the applicable Service Plan fee for the next billing cycle to the relevant payment method. User can cancel its Service Plan at any time and will continue to have access to the Service through the end of the billing period.
15.4 No refund. Payments are non-refundable and AfterShip does not provide refunds or credits for any partial Subscription periods or unused AfterShip Services.
15.5. Changes to the Price and Service Plan. AfterShip may change Service Plans including namely but not exclusively price, features and options from time to time. Any price changes or changes to Your Service Plan will apply no earlier than 30 days following notice to You.
We may suspend or terminate your use of the Service if you are not complying with these Terms, the Documentation, or if you use the Services in any way that could cause us legal liability or disrupt others’ use of the Services.
17. WARRANTY DISCLAIMER
THE RELEASED PARTIES WILL HAVE NO LIABILITY FOR, NAMELY BUT NOT EXCLUSIVELY: (a) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT; (b) PERSONAL INJURY OR PROPERTY DAMAGE RESULTING FROM YOUR ACCESS TO OR USE OF THE SERVICE; (c) ANY UNAUTHORIZED ACCESS TO OR USE OF AFTERSHIP SERVERS OR OF ANY PERSONAL OR FINANCIAL INFORMATION; (d) ANY INTERRUPTION OF TRANSMISSION TO OR FROM THE SERVICE; (e) ANY COMPUTER VIRUSES OR MALICIOUS CODE THAT MAY BE TRANSMITTED ON OR THROUGH THE SERVICE; OR (f) ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY FUNCTIONALITY OR CONTENT POSTED, E-MAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE ON OR THROUGH THE SERVICE.
18. LIMITATION OF LIABILITY
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES SHALL THE RELEASED PARTIES BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES (EVEN IF AFTERSHIP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM ANY ASPECT OF YOUR USE OF THE SERVICE, WHETHER THE DAMAGES ARISE FROM USE OR MISUSE OF THE SERVICE, FROM INABILITY TO USE THE SERVICE, OR THE INTERRUPTION, SUSPENSION, MODIFICATION, ALTERATION, OR TERMINATION OF THE SERVICE. SUCH LIMITATION SHALL ALSO APPLY WITH RESPECT TO DAMAGES INCURRED ARISING OUT OF OR IN CONNECTION WITH THIRD PARTY SERVICES RECEIVED THROUGH THE SERVICE OR ANY LINKS ON THE SERVICE, AND WITH RESPECT TO DAMAGES IN CONNECTION WITH INFORMATION RECEIVED THROUGH THE SERVICE OR ANY LINKS ON THE SERVICE. THESE LIMITATIONS SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW.
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THESE TERMS, IN NO EVENT SHALL AFTERSHIP’S ENTIRE LIABILITY TO YOU UNDER THESE TERMS, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EXCEED THE PRICE PAID BY YOU DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE FIRST EVENT GIVING RISE TO ANY CLAIM FOR DAMAGES.
NOTHING IN THESE TERMS SHALL LIMIT OR EXCLUDE EITHER PARTY’S LIABILITY FOR (I) DEATH OR BODILY INJURY CAUSED BY ITS NEGLIGENCE, (II) FRAUD OR (III) ANY OTHER LIABILITY THAT, BY LAW, CANNOT BE LIMITED OR EXCLUDED.
19. INDEMNITY OF AFTERSHIP
YOU WILL REIMBURSE AFTERSHIP FOR REASONABLE ATTORNEYS’ FEES, AS WELL AS OUR EMPLOYEES’ TIME AND MATERIALS SPENT RESPONDING TO ANY THIRD PARTY SUBPOENA OR OTHER COMPULSORY LEGAL ORDER OR PROCESS ASSOCIATED WITH THIRD PARTY CLAIMS DESCRIBED IN THIS SECTION 19 AT AFTERSHIP THEN-CURRENT HOURLY RATES.
AFTERSHIP WILL (AT USER’S SOLE COST AND EXPENSE) PROVIDE REASONABLE CO-OPERATION TO USER IN THE DEFENSE AND SETTLEMENT OF SUCH CLAIM. USER WILL BE GIVEN SOLE AUTHORITY TO DEFEND OR SETTLE SUCH CLAIM PROVIDED THAT (A) USER KEEPS AFTERSHIP INFORMED OF THE PROGRESS OF ITS DEFENSE OR SETTLEMENT; AND (B) USER DOES NOT COMPROMISE OR SETTLE SUCH CLAIM WITHOUT UNCONDITIONALLY RELEASING EACH RELEASED PARTY AND EACH AFTERSHIP SERVICE PROVIDER OF ALL LIABILITY IN RESPECT OF SUCH CLAIM. IN NO EVENT WILL THE USER AGREE TO ANY SETTLEMENT OF ANY CLAIM THAT INVOLVES ANY COMMITMENT FOR AFTERSHIP WITHOUT THE WRITTEN CONSENT OF AFTERSHIP.
20. FORCE MAJEURE
Except in relation to obligations to make payments under these Terms, no Party shall be held liable for any delay or failure in performance of any provision of these Terms if, based on evidence provided by the non-performing Party to the other Party, such performance is delayed or prevented by Force Majeure.
21. APPLICABLE LAW AND JURISDICTION
21.2 Access and use of the Services in countries where the Services provided are illegal is prohibited.
21.3 The Parties irrevocably and unconditionally submit to the exclusive jurisdiction of the courts of Singapore with respect to any dispute or claim arising out of or in connection with the Terms of Service.
22.2 Assignment. User will not assign or otherwise transfer this Agreement, in whole or in part, without AfterShip’s prior written consent. Any attempted assignment, delegation, or transfer in violation hereof will be null and void and will constitute an incurable material breach of this Agreement. AfterShip may assign this Agreement, in whole or in part.
22.3 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 this Agreement will not be deemed a waiver of future enforcement of that or any other provision.
22.4 Independent Contractor. Each Party is an independent contractor in the performance of each and every part of this Agreement 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.
22.5 Scope of the Agreement. Each of the Parties acknowledges that it is not entering into this Agreement in reliance upon any representation, warranty, collateral contract or other assurance (except those set out in this Agreement and the documents referred to in it) made by or on behalf of any other Party before the execution of this Agreement. Each of the Parties waives all rights and remedies which, but for this clause, might otherwise be available to it in respect to any such representation, warranty, collateral contract or other assurance, provided that nothing in this clause shall limit or exclude any liability for fraud.
22.6 Singular/Plural. Unless the context otherwise requires, words in the singular include the plural and words in the plural include the singular.
22.7 Entire Agreement. This Agreement supersedes 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.