APPLICATION DEVELOPER AND API AGREEMENT

Last Updated: 12th Nov 2018

Please read these terms of use carefully before using the API. BY USING THE API IN ANY WAY, YOU ("Licensee")AGREE TO BE BOUND BY THE PROVISIONS OF THE FOLLOWING AGREEMENT ("API Agreement") WHICH ARE IN ADDITION TO AFTERSHIP TERMS OF USE AND AFTERSHIP PRIVACY POLICY. Some portion of the API may be subject to additional terms and conditions specified by AfterShip. SHOULD YOU OBJECT TO ANY OF THESE TERMS, YOUR ONLY RECOURSE IS TO IMMEDIATELY DISCONTINUE THE USE OF THE API. If any individual enters into the API Agreement on behalf of a company, organization or another legal entity ("Entity"), said individual agrees to the API Agreement for that Entity and represents to AfterShip that he/she has the authority to legally bind such Entity and its Affiliates.

1. DEFINITIONS

For purposes of this Agreement, capitalized terms shall have the meanings set forth below. Capitalized terms utilized in the API Agreement and not defined have the meaning set forth in the Terms of Use.

Applications mean web or other software services or applications developed by Licensee that utilize or interact with the API and are authorized to be Published pursuant to this Agreement.

End-user means any individual or entity using the Service through the Licensee's Applications.

Intellectual Property Rights means all rights, title and interest in and to patents, inventions, copyrights, trademarks, domain names, trade secrets, know-how and any other intellectual property and/or proprietary rights.

Internal Use means the use of the API in connection with Licensee's subscription to a Service for Licensee's internal business purposes in accordance with the Terms of Use.

Marks mean the 'AfterShip' trademarks and AfterShip's other product and service names, trademarks, service marks, branding and logos made available for use in connection with the API pursuant to the API Agreement.

Privacy Policy means the AfterShip Privacy Policy found here.

Publish/Published/Publishing means the making available of any Application to any End-user or for any purpose other than for use by Licensee as a User for Internal Use.

Service means any and all services provided by AfterShip to Licensee including but not limited to the use and access to the Site, AfterShip Tracking, Postmen, AfterShip Returns Center and connected tools such as Software, API and any Documentation.

Service Data means electronic data, text, messages, communications or other materials submitted to and stored within a Service by You, Agents and End-Users which may include, without limitation, Personal Data.

2. PURPOSE AND LICENSE

2.1 This Agreement governs Licensee's rights to use and access the API for Internal Use as well as for the purpose of developing, implementing and Publishing Applications, in addition to the Terms of Use, including any and all restrictions and policies implemented by AfterShip from time to time with respect to the API as set forth in the Documentation, this Agreement or as otherwise communicated to Licensee ("General API Policies").

2.2 Subject to this Agreement, including the restrictions set forth in Section 3, AfterShip grants to Licensee a non-exclusive, non-transferable, non-sublicensable, worldwide, revocable right and license during the term of this Agreement in accordance with the Terms of Use: (a) use and make calls to the API to develop, implement and distribute Applications solely for use by Users or End-users in connection with the Services; (b) use, reproduce, distribute, and transmit Service Data to the extent necessary to format and display it through the Applications; and (c) use and display the Marks only to identify that the Service Data originates from the Services.

2.3 Licensee further grants to AfterShip a non-exclusive, worldwide, fully paid-up, royalty-free license, during the Term, to use Licensee's name, Application name(s) and associated logos (collectively, "Licensee Marks") solely to enable AfterShip to exercise its rights and perform its obligations under this Agreement. Any use of Licensee's Marks shall be in accordance with Licensee's reasonable trademark usage policies if such policies are communicated to AfterShip.

3. RIGHTS, RESTRICTIONS AND RESPONSIBILITIES

The licenses granted in Section 2 of this Agreement are explicitly conditioned on Licensee's adherence to the following restrictions and compliance with its responsibilities as set forth herein.

3.1 Licensee must comply with all restrictions set forth in this Agreement, the Terms of Use, the Privacy Policy, in all use of the API and Service Data. If AfterShip believes, in its sole discretion, that Licensee has violated or attempted to violate any term, condition or the spirit of this Agreement, the license afforded Licensee pursuant to this Agreement may be temporarily or permanently revoked, with or without notice to Licensee.

3.2 In order to use and access the API, Licensee must obtain API credentials (a "Token"). Licensee may not share its Token with any third party, shall keep such Token and all Token information secure, and shall use the Token as Licensee's sole means of accessing the API.

3.3 Nothwitstanding anything to the contrary in this Agreement, the Terms of Use or the Privacy Policy, the Licensee is authorized to With respect to the use and access to the API, the provisions of this section 3.3 supersede any restrictions set forth in. The Licensee is authorized to (a) distribute or otherwise commercially exploit or make the API available to the End-User ; (b) use the API to process data on behalf of the End-User.

3.4 Licensee's Applications shall not substantially replicate the API. Subject to the preceding sentence and the parties' other rights and obligations under this Agreement, each party agrees that the other party may develop and publish applications that are similar to or otherwise compete with such party's applications. Applications may not use or access the API in order to monitor the availability, performance, or functionality of any of the API or for any similar benchmarking purposes.

3.5 Licensee acknowledges that Licensee is solely responsible, and that AfterShip has no responsibility or liability of any kind, for the content, development, operation, support or maintenance of Applications. Without limiting the foregoing, Licensee will be solely responsible for (a) the technical installation and operation of its Applications; (b) creating and displaying information and content on, through or within its Applications.

3.6 Licensee will respect and comply with the technical and policy-implemented limitations of the API and the restrictions of this Agreement in designing and implementing Applications. Without limiting the foregoing, Licensee shall not violate any explicit rate limitations on calling or otherwise utilizing an API.

3.7 Licensee shall not make any modifications to any Service Data, other than as reasonably necessary to modify the formatting of such Service Data in order to display it in a manner appropriate for the pertinent Applications.

4. REPRESENTATIONS, WARRANTIES AND COVENANTS

4.1 To the extent Licensee's Applications transmit Service Data outside the API, Licensee represents and warrants that Licensee has notified all users of such Applications that their Service Data will be transmitted outside the API and that AfterShip is not responsible for the privacy, security or integrity of such Service Data. Licensee further represents and warrants that to the extent Licensee's Applications store, process or transmit Service Data, neither Licensee nor Licensee's Application will, without appropriate prior user consent or except to the extent required by applicable law (a) modify the content of Service Data in a manner that adversely affects the integrity of Service Data; (b) disclose Service Data to any third party; or (c) use Service Data for any purpose other than providing the Application functionality to users of such Application. Licensee shall maintain and handle all Service Data in accordance with privacy and security measures reasonably adequate to preserve the confidentiality and security of all Service Data and all applicable privacy laws and regulations, and in no event less protective than the measures and policies set forth in the Privacy Policy.

4.2 Licensee represents, warrants and covenants that (a) its Applications, the use of such Applications by its users, and the activities with respect to such Applications undertaken by AfterShip in accordance with the terms of this Agreement, do not and will not violate, misappropriate or infringe upon the Intellectual Property Rights of any third party; (b) Licensee will comply with all applicable local, state, national and international laws and regulations, including, without limitation, all applicable export control laws, and maintain all licenses, permits and other permissions necessary to develop, implement and Publish its Applications; (c) its Applications do not and will not contain or introduce any Malicious Software into the API, any Service Data, or other data stored or transmitted using the API; (d) its Applications are not designed to or utilized for the purpose of spamming any Users, Agents or End-Users; and (e) it has all right, power and authority to grant the licenses granted to AfterShip herein.

4.3 Licensee represents, warrants and covenants that it will include the mandatory terms of service provisions listed in Section 4.4 below ("Mandatory Service Terms") in the terms of service ("App Terms of Service") that govern use of its Apps by End-users. Such Mandatory Service Terms are a minimum set of provisions and Licensee may have more exhaustive App Terms of Service. Licensee may change the term references to match the terms used in its App Terms of Service.

4.4 Mandatory Service Terms:

(i) The Licensee is the licensor of the Application and AfterShip is not a party to the App Terms of Service.

(ii) End-user may not modify, reverse engineer, decompile or disassemble the Application in whole or in part, or create any derivative works from or sublicense any rights in the Application.

(iii) the Licensee shall maintain all rights, title and interest in and to all its respective patents, inventions, copyrights, trademarks, domain names, trade secrets, know-how and any other intellectual property and/or proprietary rights (collectively, "IP Rights"). The rights granted to End-user to use the Application under these App Terms of Service do not convey any additional rights in the Application or Licensee Service, or in any IP Rights associated therewith. Subject only to limited rights to access and use the Application as expressly stated herein, all rights, title and interest in and to the Application and all hardware, software and other components of or used to provide the Application, including all related IP Rights, will remain with and belong exclusively to the Licensee.