TERMS OF SERVICE
Last Updated: 4 November, 2024
BY SIGNING UP FOR AN ACCOUNT OR BY USING ANY AFTERSHIP SERVICE IN ANY WAY, YOU AGREE TO BE BOUND BY THE FOLLOWING TERMS AND CONDITIONS which also incorporate by this reference, AfterShip Feature Specific Terms, AfterShip Privacy Policy, AfterShip Data Processing Agreement, AfterShip Application Developer and API Agreement, AfterShip Cookies Policy, AfterShip Acceptable Use Policy and all other terms or policies that may be published from time to time on the Site (“Terms of Service”, “Terms of Use”, “Terms”).
AfterShip reserves the right, at any time: (1) to modify or update any of the Terms of Use, said modification or update being effective upon its posting on the Site; (2) to suspend or interrupt the access to or the operation of the Service, or any portion of it, as necessary to perform maintenance and/or for any other reasonable purpose; and/or (3) to modify or change the Service, or any portion of it, including adding, removing or modifying features and options within the Service.
Your continued use of the Service shall be considered Your acceptance to the revised Terms of Use. SHOULD YOU OBJECT TO ANY OF THE TERMS OF USE OR ANY SUBSEQUENT MODIFICATIONS, YOUR ONLY RECOURSE IS TO DISCONTINUE THE USE OF 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 of Use for that Entity and represents to AfterShip that he/she has the authority to legally bind such Entity and its Affiliates.
1. DEFINITIONS
When used in these Terms with the initial letters capitalized, in addition to terms defined elsewhere in these Terms, the following terms shall have the following meanings:
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).
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.
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 in question including, 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.
Affiliates 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 Service Order with AfterShip.
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, 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 Affiliates and its and their officers, directors, shareholders, employees, agents, and successors.
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
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, AfterShip One and any of its Features.
Service Order means, if applicable, the order for Services (formerly and alternatively referred to as a “sales order”) concluded by the Enterprise User and AfterShip.
Service Plan means the specific plan for which User subscribes as detailed on the Site, the Documentation and/or the Service 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 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.
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 Service Order term as defined in the Service Order provided however that the Subscription Term may be terminated earlier in accordance with these Terms of Use.
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.
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.
User, You, Your means any individual or Entity and its Affiliates 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 Service Order.
Website User means any User which has not concluded a Service Order with AfterShip.
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 licence 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-obligors, 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 (“AfterShip US”), provided that AfterShip US shall be 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-obligors, 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 Service Order. For more information about the payment plans, please refer to the Documentation, the Service 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 Service 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 "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 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 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.
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 all Applicable Personal Data Laws. You are solely responsible for ensuring that (i) Your use of the Service and Your Data do not infringe any third party's intellectual property and privacy rights, and (ii) You are in possession of all necessary consents.
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.
3.15 Additional terms and conditions may apply to specific portions or features of the Service including contests and promotions, all of which terms are made a part of these Terms of Use by this reference. You agree to abide by such other terms and conditions. If there is a conflict between these Terms of Use and the terms posted for or applicable to a specific portion of the Site or the Service offered on or through the Site, these Terms of Use shall govern and control.
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 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) 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 a Sanction Country or a Sanctions List.
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. CONFIDENTIALITY
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 Affiliates 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 Affiliates and their respective Affiliates’ 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 in response to Your support requests. Notwithstanding anything to the contrary in these Terms, You Agree that, to the extent necessary to provide the Services, AfterShip shall be authorized (i) to permit the Authorized Subprocessors, Authorized Carriers, End-Users, AfterShip customers, Shipping Providers, Third Party Service Providers and their employees, agents and representatives (collectively, “Authorized Third Parties”) to use, modify, display, reproduce, distribute, and create derivatives of the Data and (ii) to disclose the Data (including Confidential Information) to the Authorized Third Parties.
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.
8.2 AfterShip collects certain information about the Account, Your 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.
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 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 through the User dashboard or 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 (i) shall not use any Reports for any purpose other than for User own internal business purposes and (ii) shall not disclose the Reports to any third party excluding however its employees, agents, representatives, and its Associates who need to know such information for its own internal business purposes.
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
9.1 Subject to these Terms, AfterShip hereby grants You a non-exclusive, non-transferable, non-sublicensable, limited right and license to use the Service. The rights granted herein are subject to Your compliance with these Terms of Use. The Service is being licensed to You and You hereby acknowledge that no title or ownership in the Service is being transferred or assigned and these Terms of Use are not to be construed as a sale of any rights in the Service. AfterShip reserves all rights not expressly granted to You.
9.2 The trademarks including the mark AfterShip®, Postmen®, Voize® and Automizely® and all logos as shown on the Site, the Application, the Software or the Documentation are trademarks owned by AfterShip and/or its Affiliates (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 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 Affiliates, or otherwise related to the Service, are, will be and remain the sole and exclusive property of AfterShip or its Affiliates. 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 any copyrights, trademarks, privacy rights, publicity rights, contract rights, trade secrets or any other intellectual property or proprietary rights.
9.5 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, sounds, music, artwork, computer code, computer program, application and software (collectively, "Content"), including the arrangement of such Content, is owned, controlled or licensed by or to AfterShip, and is protected by trade dress, copyright, trademark, and any and all applicable intellectual property rights. Except as expressly provided in the Terms of Use or authorized by AfterShip in a written agreement, no Content or part of Content may be copied, duplicated, sold, resold, reverse engineered, decompiled, reproduced, modified, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, or distributed in any way through any media whatsoever.
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 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 Shopify, Magento, Amazon Seller Central, Google Shopping, TikTok, 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 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
11.1 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.
11.2 In the event that You are a Tracking & Parcel Information Intermediary, You will abide by the following conditions with respect to Tracked Parcel Information introduced by You in our 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 You breach the foregoing restrictions or we are 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.
11.3 For purposes hereof, (i) “Tracking & Parcel Information Intermediary” means a User (A) whose End-User is the party that manifests and manages Tracked Parcels Information, and (B) who is engaging AfterShip Services for End-User’s Tracked Parcels; 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.
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, or with any End-User, Third Party Service provider or Shipping 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 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.
Notwithstanding anything to the contrary in these Terms, You shall be fully liable for any damages or losses (including any direct, consequential, indirect, incidental, special, punitive or exemplary damages) caused or alleged to be caused by or in connection with Your use of any Third Party Shipping Services.
14. AFTERSHIP ONE & FEATURE SPECIFIC TERMS
In addition to the Terms of Use, the conditions specific to each Feature, set out here, shall apply to Your use of each Feature when enabled. In the event that You subscribe to AfterShip One, all such Feature specific terms shall apply to Your access and use of AfterShip One.
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 User 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. With respect to Enterprise Users, any cancellation shall be made subject to the applicable term set forth in the Service Order.
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. Unless otherwise set out and agreed in a Service Order, AfterShip may change Service Plans including 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.
16. TERMINATION
AfterShip reserves the right in its sole discretion to terminate Your Account, delete Your profile and any of Your Data and restrict Your use of all or any part of the Service for any or no reason, without notice, and without liability to you or anyone else. If User does not log in to the Account for 12 or more months, AfterShip may treat the Account as "inactive" and permanently delete the Account, Your Data and any other data associated with it. If You are under a paid Service Plan, AfterShip may permanently delete Your Account twelve (12) months after Your Service Plan terminates. AfterShip reserves the right to block users from certain IP addresses or device numbers and prevent access to the Service. Your license terminates immediately if You attempt to circumvent any technical protection measures used in connection with the Service or You otherwise use the Service in breach of these Terms of Use.
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
YOU AGREE THAT USE OF THE SERVICE IS ENTIRELY AT YOUR OWN RISK. THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND. ALL WARRANTIES, EXPRESS AND IMPLIED, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT ARE EXPRESSLY DISCLAIMED TO THE FULLEST EXTENT PERMITTED BY LAW. TO THE FULLEST EXTENT PERMITTED BY LAW, THE RELEASED PARTIES DISCLAIMS ANY WARRANTIES FOR THE SECURITY, RELIABILITY, TIMELINESS, ACCURACY, AND PERFORMANCE OF THE SERVICE. TO THE FULLEST EXTENT PERMITTED BY LAW, THE RELEASED PARTIES DISCLAIM ANY WARRANTIES FOR THIRD PARTY SERVICES OR GOODS RECEIVED THROUGH THE SERVICE OR ANY LINKS ON THE SERVICE. TO THE FULLEST EXTENT PERMITTED BY LAW, THE RELEASED PARTIES DISCLAIM ANY WARRANTIES FOR VIRUSES OR OTHER HARMFUL COMPONENTS IN CONNECTION WITH THE SERVICE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM AFTERSHIP OR THROUGH THE SERVICE WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE IN THESE TERMS OF USE.
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 AGREE TO INDEMNIFY AND HOLD THE RELEASED PARTIES HARMLESS FROM AND AGAINST ANY AND ALL ACTIONS, DEMANDS, LIABILITY, CLAIMS, DAMAGES, LOSSES, PENALTIES, FINES AND EXPENSES INCLUDING ATTORNEYS' FEES AND COURT COSTS, MADE BY ANY THIRD PARTY DUE TO, ARISING OUT OF, RESULTING FROM OR IN CONNECTION WITH: (A) ANY INFORMATION (INCLUDING YOUR DATA OR ANY OTHER DATA) THAT YOU OR ANYONE USING YOUR ACCOUNT SUBMIT, POST, OR TRANSMIT ON OR THROUGH THE SERVICE; (B) THE USE OF THE SERVICE OR THIRD PARTY SERVICES BY YOU OR ANYONE USING YOUR ACCOUNT; (C) THE VIOLATION OF THESE TERMS OF USE BY YOU OR ANYONE USING YOUR ACCOUNT; (D) THE VIOLATION OF ANY RIGHTS OF ANY THIRD PARTY, INCLUDING INTELLECTUAL PROPERTY OR PERSONAL DATA RIGHTS BY YOU OR ANYONE USING YOUR ACCOUNT OR (E) YOUR USE OF THIRD PARTY SERVICES AND/OR THIRD PARTY SHIPPING SERVICES.
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 DEFENCE 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 DEFENCE 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
21.1 These Terms of Use will be governed by and construed in accordance with the laws of Singapore, without giving effect to any conflict of law rules or provisions.
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.
21.4 Notwithstanding Section 21.3, You acknowledge that a breach of Sections 7, 8 and 9 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 seek interim measures, injunctive relief and/or other equitable relief to prevent or restrain any breach or otherwise to protect its rights under such Sections, without being required to post a bond or other security.
22. GENERAL
22.1 Interpretation. This Agreement has been concluded 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 of this Agreement shall have any legal effect, other than as necessary for the purposes of proceedings contemplated by Section 21. This Agreement is the result of negotiations between the Parties and shall not be construed in favour of or against any Party by reason of the extent to which any Party or its professional advisors participated in its preparation. Whether or not expressly indicated, any reference herein to “including” or any similar term means “including, but not limited to”.
22.2 Severability. If any provision in the Terms of Use is held invalid, the remainder of the Terms of Use shall continue to be enforceable. If any provision in the Terms of Use is deemed unlawful, void or unenforceable, then that provision is deemed severable from the Terms of Use and the remaining provisions are still valid and enforceable.
22.3 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.
22.4 Third Party Beneficiaries. A person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act, Cap 53B to enforce or to enjoy any benefit of any term of this Agreement, unless otherwise agreed in writing by the Parties.
22.5 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.
22.6 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.
22.7 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.
22.8 Singular/Plural. Unless the context otherwise requires, words in the singular include the plural and words in the plural include the singular.
22.9 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.