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SHIPPIFY DS TERMS AND CONDITIONS


LAST UPDATED: JANUARY 20, 2020

PLEASE READ THIS AGREEMENT CAREFULLY BEFORE USING THIS SERVICE.

BY USING THE SERVICE OR CLICKING AGREE YOU ARE AGREEING TO BE BOUND BY THIS AGREEMENT. IF YOU ARE AGREEING TO THIS AGREEMENT ON BEHALF OF OR FOR THE BENEFIT OF YOUR EMPLOYER OR AN ENTITY FOR WHOSE BENEFIT THIS SERVICE IS BEING USED, THEN YOU REPRESENT AND WARRANT THAT YOU HAVE THE NECESSARY AUTHORITY TO AGREE TO THIS AGREEMENT ON THEIR BEHALF. IF YOU HAVE A WRITTEN AGREEMENT WITH SHIPPIFY FOR THESE SERVICES, THEN THAT AGREEMENT WILL GOVERN, AND THE AGREEMENT BELOW WILL NOT APPLY.

This agreement is between Shippify, Inc., a Delaware corporation (Shippify), and the customer agreeing to this agreement (Customer).

1. DELIVERY MANAGEMENT SERVICE
This agreement provides Customer with access to and usage of an Internet-based delivery management software service as specified on an order and as further outlined at: https://www.shippify.co/ds . All Service mobile app users need to download and install the mobile app that accompanies the Service.

2. USE OF SERVICE
  1. Trial Period. If Customer has not agreed to pay for the Service, then Customer is under a trial period as designated by SHIPPIFY. During the trial period, the Service is provided AS IS. All data will be deleted at the end of trial period, unless Customer converts to a paid account.

  2. Beta Releases. From time to time, SHIPPIFY may grant Customer access to “alpha”, “beta”, or other early-stage products (“Beta Releases“). While SHIPPIFY may provide assistance with Beta Releases in its discretion, notwithstanding anything to the contrary in this Agreement, CUSTOMER AGREES THAT ANY BETA RELEASE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. CUSTOMER FURTHER ACKNOWLEDGES AND AGREES THAT BETA RELEASES MAY NOT BE COMPLETE OR FULLY FUNCTIONAL AND MAY CONTAIN BUGS, ERRORS, OMISSIONS, AND OTHER PROBLEMS FOR WHICH SHIPPIFY WILL NOT BE RESPONSIBLE. ACCORDINGLY, ANY USE OF A BETA RELEASE IS AT CUSTOMER’S SOLE RISK. SHIPPIFY makes no promises that future versions of a Beta Release will be released. SHIPPIFY may terminate Customer’s right to use any Beta Release at any time for any reason or no reason in SHIPPIFY's sole discretion, without liability.

  3. Customer Owned Data. All data uploaded by Customer remains the property of Customer, as between SHIPPIFY and Customer (Customer Data). Customer grants the right to use the Customer Data solely for purposes of performing under this agreement. During the term of this agreement, Customer may export or print reports regarding certain Customer Data as allowed by functionality within the Service.

  4. Contractors and Employee Access and Usage. Customer may allow its contractors (including without limitation, third party logistics companies) and employees to access the Service in compliance with the terms of this agreement, which access must be for the sole benefit of Customer. Customer is responsible for the compliance with this agreement by its contractors and its employees.

  5. Support. SHIPPIFY must provide customer support for the Service in accordance with the Service Level Terms attached hereto in section 4, and incorporated into this agreement for all purposes. Subject to the terms hereof, SHIPPIFY will provide Customer with reasonable technical support services in accordance with SHIPPIFY’s standard practice.

3. RESTRICTIONS AND RESPONSIBILITIES
  1. Customer (i) must keep its passwords secure and confidential; (ii) is solely responsible for Customer Data and all activity in its account in the Service; (iii) must use commercially reasonable efforts to prevent unauthorized access to its account, and notify SHIPPIFY promptly of any such unauthorized access; and (iv) may use the Service only in accordance with the Service’s User Guide and applicable law.
  2. Customer will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any software, documentation or data related to the Services (“Software”); modify, translate, or create derivative works based on the Services or any Software (except to the extent expressly permitted by SHIPPIFY or authorized within the Services); use the Services or any Software for time-sharing or service bureau purposes or otherwise for the benefit of a third; or remove any proprietary notices or labels. With respect to any Software that is distributed or provided to Customer for use on Customer premises or devices, SHIPPIFY hereby grants Customer a non-exclusive, non-transferable, non-sublicensable license to use such Software during the Term only in connection with the Services.
  3. Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, “Equipment”). Customer shall also be responsible for maintaining the security of the Equipment, Customer account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Customer account or the Equipment with or without Customer’s knowledge or consent.


4. SERVICE LEVEL AGREEMENT & WARRANTY.
  1. SHIPPIFY warrants to Customer: (i) that commercially reasonable efforts will be made to maintain the online availability of the Service (excluding maintenance outages, force majeure, and outages that result from any Customer technology issues or third party vendor issues); (ii) the functionality or features of the Service may change but will not materially decrease during any paid term; and (iii) that the Support may change but will not materially degrade during any paid term.

  2. The Services shall be available 99.9%, measured monthly, excluding scheduled maintenance. If Customer requests maintenance during these hours, any uptime or downtime calculation will exclude periods affected by such maintenance. Further, any downtime resulting from outages of third party connections or utilities or other reasons beyond SHIPPIFY’s control will also be excluded from any such calculation.

  3. Critical incidents that disable the execution of any transaction and blocks any usage of the service will be attended in the range of 0 to 5 hours.

  4. Incidents that affect the service partially and that could be planned to address will be resolved in a period of 48 hours.

  5. SHIPPIFY DISCLAIMS ALL OTHER WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE AND FITNESS FOR A PARTICULAR PURPOSE. WHILE SHIPPIFY TAKES REASONABLE PHYSICAL, TECHNICAL AND ADMINISTRATIVE MEASURES TO SECURE THE SERVICE, SHIPPIFY DOES NOT GUARANTEE THAT THE SERVICE CANNOT BE COMPROMISED. CUSTOMER UNDERSTANDS THAT THE SERVICE MAY NOT BE ERROR FREE, AND USE MAY BE INTERRUPTED.

  6. Technical Contacts

    i. Email : support@shippify.co

    ii. Chat and ticket creation: https://dash.shippify.co/support


5. PAYMENT
Customer must pay all fees as specified on the order, but if not specified then within 30 days of receipt of an invoice. No refunds of prepaid fees, unless otherwise provided in this agreement. Customer is responsible for the payment of all sales, use, withholding, VAT and other similar taxes. SHIPPIFY may elect to charge you interest at the rate of 1.5% per month (or the highest rate permitted by law, if less) on all late payments. This agreement contemplates one or more orders for the Service, which orders are governed by the terms of this agreement. Customer must provide current, complete and accurate billing and credit card information. Customer agrees to pay all costs of collection, including attorney's fees and costs, on any outstanding balance. In certain instances, the issuer of Customer’s credit card may charge Customer a foreign transaction fee or related charges, which Customer will be responsible to pay.

6. CONFIDENTIALITY; PROPRIETARY RIGHTS
  1. Definition of Confidential Information. Confidential Information means all non-public information disclosed by a party (Discloser) to the other party (Recipient), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure (Confidential Information). SHIPPIFY’s Confidential Information includes without limitation the Service (including without limitation the Service user interface design and layout, and non-public pricing information).
  2. Protection of Confidential Information. The Recipient must use the same degree of care that it uses to protect the confidentiality of its own confidential information (but in no event less than reasonable care) not to disclose or use any Confidential Information of the Discloser for any purpose outside the scope of this agreement. The Recipient must make commercially reasonable efforts to limit access to Confidential Information of Discloser to those of its employees and contractors who need such access for purposes consistent with this agreement and who have signed confidentiality agreements with Recipient no less restrictive than the confidentiality terms of this agreement.
  3. Exclusions. Confidential Information excludes information that: (i) is or becomes generally known to the public without breach of any obligation owed to Discloser, (ii) was known to the Recipient prior to its disclosure by the Discloser without breach of any obligation owed to the Discloser, (iii) is received from a third party without breach of any obligation owed to Discloser, or (iv) was independently developed by the Recipient without use or access to the Confidential Information. The Recipient may disclose Confidential Information to the extent required by law or court order, but will provide Discloser with advance notice to seek a protective order.
  4. Customer shall own all right, title and interest in and to the Customer Data. SHIPPIFY shall own and retain all right, title and interest in and to (a) the Services and Software, all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with Implementation Services or support, and (c) all intellectual property rights related to any of the foregoing.
  5. e. Notwithstanding anything to the contrary, SHIPPIFY shall have the right collect and analyze data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies (including, without limitation, information concerning Customer Data and data derived therefrom), and SHIPPIFY will be free (during and after the term hereof) to (i) use such information and data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other SHIPPIFY offerings, and (ii) disclose such data solely in aggregate or other de-identified form in connection with its business. No rights or licenses are granted except as expressly set forth herein.

7. SHIPPIFY PROPERTY RIGHTS
  1. Reservation of Rights. The software, workflow processes, user interface, designs, know-how and other technologies provided by SHIPPIFY as part of the Service are the proprietary property of SHIPPIFY and its licensors, and all right, title and interest in and to such items, including all associated intellectual property rights, remain only with SHIPPIFY. Customer may not remove or modify any proprietary marking or restrictive legends in the Service. SHIPPIFY reserves all rights unless expressly granted in this agreement.
  2. Customer may not (i) sell, resell, rent or lease the Service; (ii) use the Service to store or transmit infringing, unsolicited marketing emails, libelous, or otherwise objectionable, unlawful or tortious material, or to store or transmit material in violation of third-party rights; (iii) interfere with or disrupt the integrity or performance of the Service; (iv) attempt to gain unauthorized access to the Service or their related systems or networks; (v) reverse engineer the Service; or (vi) access the Service to build a competitive service or product, or copy any feature, function or graphic for competitive purposes.
  3. Aggregate Data. During and after the term of this agreement, SHIPPIFY may use and retains all rights in all non-personally identifiable data within the Service for purposes of enhancing the Service, aggregated statistical analysis, technical support and other internal and external business purposes.

8. TERM AND TERMINATION
  1. Term This agreement shall be automatically renewed for additional periods of the same duration, unless either party requests termination at least thirty (30) days prior to the end of the then-current term.
  2. Mutual Termination. In addition to any other remedies it may have, either party may also terminate this Agreement upon thirty (30) days’ notice (or without notice in the case of nonpayment), if the other party materially breaches any of the terms or conditions of this Agreement. Customer will pay in full for the Services up to and including the last day on which the Services are provided. All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.
  3. Return of Customer Data. Within 60-days after termination, upon request SHIPPIFY will make the Service available for Customer to export such data. After such 60-day period, SHIPPIFY has no obligation to maintain the Customer Data and may destroy it.
  4. Return Property Upon Termination. Upon termination of this agreement for any reason, Customer must pay SHIPPIFY for any unpaid amounts, and destroy or return all property of SHIPPIFY. Upon SHIPPIFY’s request, Customer will confirm in writing its compliance with this destruction or return requirement.
  5. Suspension for Violations of Law. SHIPPIFY may temporarily suspend the Service or remove the applicable Customer Data, or both, if it in good faith believes that, as part of using the Service, Customer has violated a law. SHIPPIFY will attempt to contact Customer in advance.

9. INDEMNITY.
  1. Defense of Third Party Claims. SHIPPIFY will defend or settle any third-party claim against Customer to the extent that such claim alleges that the SHIPPIFY technology used to provide the Service violates a copyright, patent, trademark or other intellectual property right, if Customer, promptly notifies SHIPPIFY of the claim in writing, cooperates with SHIPPIFY in the defense, and allows SHIPPIFY to solely control the defense or settlement of the claim. Costs. SHIPPIFY will pay infringement claim defense costs incurred as part of its obligations above, and SHIPPIFY negotiated settlement amounts, and court awarded damages. Process. If such a claim appears likely, then SHIPPIFY may modify the Service, procure the necessary rights, or replace it with the functional equivalent. If SHIPPIFY determines that none of these are reasonably available, then SHIPPIFY may terminate the Service and refund any prepaid and unused fees. Exclusions. SHIPPIFY has no obligation for any claim arising from: SHIPPIFY’s compliance with Customer’s specifications; A combination of the Service with other technology where the infringement would not occur but for the combination; Use of Customer Data; or Technology not provided by SHIPPIFY. This section contains Customer’s exclusive remedies and SHIPPIFY’s sole liability for intellectual property infringement claims.
  2. Customer Indemnity. To the extent allowed by law, if any third-party brings a claim against SHIPPIFY related to Customer acts, omissions, data or information within the Services, Customer must defend, indemnify and hold SHIPPIFY harmless from and against all damages, losses, and expenses of any kind (including reasonable legal fees and costs) related to such claim.



10. MISCELLANEOUS, GOVERNING LAW AND ARBITRATION

If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. This Agreement is not assignable, transferable or sublicensable by Customer except with SHIPPIFY’s prior written consent. SHIPPIFY may transfer and assign any of its rights and obligations under this Agreement without consent. This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this Agreement and Customer does not have any authority of any kind to bind SHIPPIFY in any respect whatsoever. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys’ fees. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested. This Agreement shall be governed by the laws of the State of Delaware without regard to its conflict of laws provisions.

11. OTHER TERMS.
  1. Entire Agreement and Changes. This agreement and the order constitute the entire agreement between the parties and supersede any prior or contemporaneous negotiations or agreements, whether oral or written, related to this subject matter. Customer is not relying on any representation concerning this subject matter, oral or written, not included in this agreement. No representation, promise or inducement not included in this agreement is binding. No modification of this agreement is effective unless both parties sign it or Customer agrees to a new agreement or modification as provided by an online process designated by SHIPPIFY, and no waiver is effective unless the party waiving the right signs a waiver in writing.
  2. No Assignment. Neither party may assign or transfer this agreement or an order to a third party, except that this agreement with all orders may be assigned, without the consent of the other party, as part of a merger, or sale of substantially all the assets, of a party.
  3. Independent Contractors. The parties are independent contractors with respect to each other.
  4. d.     No Additional Terms. SHIPPIFY rejects additional or conflicting terms of any Customer form-purchasing document.
  5. Feedback. If Customer provides feedback or suggestions about the Service, then SHIPPIFY (and those it allows to use its technology) may use such information without obligation to Customer.

Contacting Us
If you have any questions or concerns about our Services or these Terms, you may contact us at:

SHIPPIFY, Inc.
1133 15th St Nw,
Washington, DC 20005

or by email at support@shippify.co