ShipperHQ End User License Agreement

THIS LICENSE AGREEMENT (HEREINAFTER "AGREEMENT") IS AN AGREEMENT BETWEEN YOU (THE PERSON OR COMPANY, HEREINAFTER "YOU" OR "CLIENT," WHO IS BEING LICENSED TO USE THE SOFTWARE OR SERVICES) AND ZOWTA, LLC d/b/a SHIPPERHQ (HEREINAFTER WE/US/OUR OR SHIPPERHQ). UNLESS THE CLIENT HAS ANOTHER VALID AGREEMENT FOR THE PURCHASE AND USE OF THE SERVICES, THIS AGREEMENT APPLIES TO ALL PRODUCTS, SOFTWARE, SCRIPTS OR SERVICES YOU USE WHICH ARE OWNED BY US INCLUDING BUT NOT LIMITED TO SHIPPERHQ, SHIPPERHQ EXTENSIONS FOR MAGENTO OR ADOBE COMMERCE AND SHIPPERHQ APPLICATIONS FOR BIGCOMMERCE, SHOPIFY, WOOCOMMERCE AND OTHER PLATFORMS (COLLECTIVELY, THE "SERVICES" OR "SOFTWARE").

Section 1: Acceptance, Effective Date, and Incorporated Policies

By installing, loading, accessing, or using the Software you acknowledge that you have read this Agreement, and that you agree to the content of the Agreement and its terms, and agree to use the Software in compliance with this Agreement. This Agreement comes into legal force at the moment when you voluntarily access the Services by any means, use the Software from ShipperHQ's site, or receive it through email or on data medium. For the avoidance of doubt, the act of installing, loading, or otherwise deploying the Software onto any device, server, platform, or system, or configuring any integration with the Services, constitutes voluntary access to and use of the Software and Services and brings this Agreement into full legal force and effect, irrespective of whether any API calls, rate requests, or other service queries are subsequently made or whether the Software or Services are actively utilized.

Additionally, you agree to be bound by the terms of: (i) the ShipperHQ Privacy Policy located at https://shipperhq.com/privacy ("Privacy Policy"); and (ii) the ShipperHQ AI and Data Usage Policy located at https://shipperhq.com/ai-policy ("AI Policy"), which governs ShipperHQ's use of artificial intelligence and machine learning in the provision of the Services and the treatment of Client data in connection with such features; each of which is incorporated by reference into this Agreement. Where ShipperHQ processes personal data on Client's behalf and required by law, the applicable Data Processing Agreement ("DPA") shall also form part of this Agreement.

Section 2: Intellectual Property Ownership

(a) Ownership. ShipperHQ and its licensors own all right, title, and interest in and to the Software and Services and all Intellectual Property Rights therein. "Intellectual Property Rights" means all patents, patent applications, copyrights, database rights, design rights, trade secrets, trademarks, service marks, trade names, know-how, algorithms, proprietary processes, methods, and all other intellectual property and proprietary rights of any kind, whether registered or unregistered, and all applications, renewals, and extensions thereof, recognized in any jurisdiction in the world. Without limiting the foregoing, ShipperHQ owns all Intellectual Property Rights in: (i) the Software, Services, and all components, modules, and features thereof; (ii) all AI and machine learning services, algorithms, and decision logic embedded in or used to operate the Services; (iii) all shipping calculation logic, carrier integration methods, and configuration systems; (iv) all API specifications, documentation, and developer materials; (v) all aggregated, anonymized, or de-identified data and insights derived from the operation of the Services (including insights derived from Client usage data); and (vi) all improvements, enhancements, and modifications to the foregoing, regardless of who suggested or contributed to them.

(b) Client Acknowledgment. Client acknowledges and agrees that: (i) this Agreement grants Client only a limited, non-exclusive, non-transferable, revocable license to use the Software and Services strictly as set out in this Agreement; (ii) Client acquires no ownership interest, title, or property right in the Software, Services, or any Intellectual Property Rights therein; (iii) the license granted herein does not include any implied rights; (iv) any use of the Software or Services beyond the scope expressly permitted by this Agreement constitutes an infringement of ShipperHQ's Intellectual Property Rights; and (v) any activity that infringes the terms of this Agreement or violates copyright law will be prosecuted according to applicable law. Nothing in this Agreement transfers any Intellectual Property Rights from ShipperHQ to Client.

(c) AI-Generated Outputs. Notwithstanding Section 2(a) above, AI-generated analysis, reports, and recommendations produced by the Services specifically in response to Client's use of AI-powered features (including shipping audit reports, optimization recommendations, and policy recommendations) are owned by Client for Client's own internal business use. ShipperHQ's ownership of Intellectual Property Rights in the underlying AI services, algorithms, systems, and aggregated insights derived from the operation of the Services across its client base is not affected by this clause.

Section 3: License Grant and Use Restrictions

(a) License Grant. This Agreement gives you the right to use the Software solely for your own personal or business use, subject to all other terms of this Agreement.

(b) Prohibited Distribution and Transfer. You may not give, sell, distribute, sub-license, rent, lease, or lend any portion of the Software or access to the Service to anyone, or place the Software on a server so that it is accessible via a public network such as the Internet for distribution purposes. Any distribution of the Software without our consent, including noncommercial distribution, constitutes a violation of this Agreement and entails liability according to applicable law.

(c) Prohibited Technical Activities. You shall not yourself, nor shall you authorize or permit a third party to: (i) modify, adapt, or create any derivative works using any part of the Software or Service except as allowed by this Agreement; or (ii) reverse engineer, decompile, decode, decrypt, disassemble, or attempt to derive any source code from the ShipperHQ SaaS Services.

(d) Additional Prohibited Uses. Without limiting Section 3(c) above, Client shall not, and shall not authorize or permit any third party to, engage in any of the following activities:

1. Systematic Scraping or Harvesting: use any automated means, script, bot, crawler, or other systematic process to access, query, monitor, copy, or harvest any data, outputs, API responses, rate calculations, or other information from the Software or Services, beyond the ordinary permitted use of the Services for shipping rate management purposes;
2. Functional Reverse Engineering: submit queries or requests to the Software or Services in a pattern or volume designed to map, model, or infer ShipperHQ's underlying algorithms, rating logic, decision trees, AI model behavior, or business rules, whether through direct analysis or indirect inference from outputs;
3. Competitive AI Training: use the outputs, API responses, recommendations, rate calculations, or any other content generated by the Software or Services (collectively, "Service Outputs") as training data, validation data, fine-tuning data, or evaluation data for any artificial intelligence, machine learning, or large language model system, including but not limited to any system intended to replicate, approximate, or compete with the functionality of ShipperHQ;
4. Competitive Use: use the Software or Services, or any Service Outputs, for the purpose of developing, testing, benchmarking, or improving any product or service that competes with ShipperHQ or that replicates substantially similar shipping rate management, carrier integration, or shipping optimization functionality; or
5. Derivative Systems: use Service Outputs as the basis for building a downstream system, product, or service that substantially reproduces the functionality of the Software or Services, even if no ShipperHQ source code is used.

For the avoidance of doubt, nothing in this Section 3(d) prevents Client from using shipping rate outputs generated by the Services in the ordinary course of operating Client's business (for example, displaying calculated shipping rates to end customers at checkout on an ecommerce website).

(e) Copyright Preservation. You are bound to preserve all copyright information intact; this includes all text and/or links included with the Software.

Section 4: Confidentiality

(a) Definition. "Confidential Information" means all non-public technical, commercial, operational, and business information disclosed by ShipperHQ to Client, whether before or after the date of this Agreement, in any form (oral, written, electronic, or otherwise), 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. Without limiting the foregoing, Confidential Information includes: (i) the architecture, design, source code, algorithms, rating logic, and technical implementation of the Software and Services; (ii) ShipperHQ's carrier relationships, negotiated rate structures, integration methods, and business processes; (iii) API documentation, technical specifications, and developer materials not publicly released; (iv) ShipperHQ's pricing models, product roadmap, and business strategies; (v) any information designated as confidential in writing by ShipperHQ; and (vi) the terms of this Agreement and any Order Form or pricing provided to Client.

(b) Obligations. Client shall: (i) hold all Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care; (ii) not disclose Confidential Information to any third party without ShipperHQ's prior written consent; (iii) use Confidential Information solely for the purpose of exercising Client's rights and performing Client's obligations under this Agreement; and (iv) limit access to Confidential Information to employees, contractors, and agents of Client who have a need to know and who are bound by confidentiality obligations no less protective than those in this Section.

(c) Exclusions. The obligations in this Section do not apply to information that: (i) is or becomes publicly available through no fault of Client; (ii) was rightfully known to Client without restriction before disclosure; (iii) is rightfully received by Client from a third party without restriction; or (iv) is required to be disclosed by law or court order, provided that Client gives ShipperHQ prompt written notice to enable ShipperHQ to seek a protective order, and discloses only the minimum information required.

(d) Duration. Confidentiality obligations survive termination of this Agreement for a period of five (5) years, except with respect to trade secrets, which remain protected indefinitely or for as long as the information retains trade secret status.

(e) Remedy. Client acknowledges that a breach of this Section would cause ShipperHQ irreparable harm for which monetary damages would be an inadequate remedy, and that ShipperHQ shall be entitled to seek injunctive or other equitable relief without the requirement to post a bond or other security.

Section 5: Client Listing

We reserve the right to publish a selected list of Clients of our Software unless prevented by law, contract, or written request from doing so. You may decline us this right by contacting us by email to admin@shipperhq.com stating that you do not wish us to use your company name in our marketing.

Section 6: Client Responsibilities; Limitation of Liability

(a) Client Responsibilities. You are responsible for procuring and maintaining all devices, machines, equipment, and access to other services required to use the Software or Services. You are also responsible for ensuring the confidentiality of all credentials provided by ShipperHQ to access or use the Services or Software.

(b) Exclusion of Liability for Unauthorized and Illegal Use. ShipperHQ will not be liable to you for any damages (including any loss of profits or savings, or incidental or consequential damages) caused to you, your information, and/or your business arising out of: (i) the use or inability to use this Software; (ii) the unauthorized use of your credentials; or (iii) your use of the Software in violation of any applicable law.

(c) Aggregate Liability Cap. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SHIPPERHQ'S AGGREGATE LIABILITY TO CLIENT ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE USE OF THE SOFTWARE OR SERVICES, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF STATUTORY DUTY, OR OTHERWISE, SHALL NOT EXCEED THE TOTAL SERVICE FEES ACTUALLY PAID BY CLIENT TO SHIPPERHQ IN THE TWELVE (12) CALENDAR MONTHS IMMEDIATELY PRECEDING THE EVENT FIRST GIVING RISE TO SUCH LIABILITY. THIS CAP APPLIES REGARDLESS OF THE NUMBER OF CLAIMS AND REGARDLESS OF THE BASIS OR FORM OF ACTION.

Section 7: Fees, Billing, and Taxes

(a) Service Fees and Subscription Plans. ShipperHQ may charge fees for access to or use of the Service or any portion thereof (collectively, "Service Fees"). If your access or use is subject to such fees, you will be required to select a subscription plan (a "ShipperHQ Plan") as described at https://shipperhq.com/plans and provide ShipperHQ with payment information for a payment instrument accepted by ShipperHQ. Any information you provide must be accurate, and by providing this information you represent and warrant that you are authorized to use such payment instrument. You also agree to promptly inform ShipperHQ of changes to your contact and payment information (for example, a contact email address, your billing address, or credit card expiration date) by updating your information in your account or by contacting us.

(b) Collection; Billing Authorization; Non-Payment. We reserve the right to seek collection of any unpaid amount owed for a ShipperHQ Plan or other Software or Services. You hereby authorize ShipperHQ to bill your payment instrument with any amount owed to us. If we are unable to collect any unpaid amount by means of your provided payment instrument, you must immediately provide a valid payment instrument for this purpose. We reserve the right to terminate access to ShipperHQ accounts for non-payment. We must receive payment in full prior to reinstating an account.

(c) Fee Changes. We reserve the right to change the Service Fees we charge. We will provide notice by email at least 30 days prior to these changes taking effect if these changes apply to the cost of your ShipperHQ Plan.

(d) API Usage Limits. ShipperHQ expressly reserves the right to limit the volume and rate of API requests permitted to the Services for your ShipperHQ account up to the Usage Limit of your ShipperHQ Plan described at https://shipperhq.com/plans. If your account exceeds this limit you will need to immediately either (i) upgrade your account to a ShipperHQ Plan which includes a sufficient Usage Limit or (ii) reduce the rate of API Calls to an appropriate rate for your ShipperHQ Plan. At ShipperHQ's discretion, if neither of these actions have been taken within 15 business days, we may terminate access to your ShipperHQ account. Notwithstanding the foregoing, ShipperHQ reserves the right to immediately and without prior notice terminate your access to the Services temporarily or permanently if (i) the number of API Calls made to the Service within a certain calendar month exceeds 200% of the Usage Limit included with your then-current subscription plan, or (ii) in ShipperHQ's sole discretion, the API Call activity in question presents a risk to the Service as a whole.

(e) Taxes and Duties. Along with Service Fees, ShipperHQ will collect from you all taxes, duties, or other governmental fees which we are required by law or statute to collect. ShipperHQ has the right to adjust the amount charged to you for such fees without prior notice to ensure compliance with our obligations under relevant laws or statutes.

Section 8: Cancellation, Refunds, and Token-Based Pricing

(a) Cancellation Notice. Requests for cancellation of your subscription to the Service must be received in writing (which may be by email) at least three (3) business days prior to the processing of any scheduled renewal payments in order to permit cancellation of the upcoming payment.

(b) No Refunds. Neither cancellation of your subscription to the Service nor termination of this Agreement binds us to return, refund, or credit to you any amount previously paid to ShipperHQ for use of the Software or access to the Service.

(c) Annual Subscriptions. Where Client has subscribed to an annual ShipperHQ Plan, Service Fees for the full annual subscription period are non-refundable once the subscription period has commenced, regardless of actual usage of the Software or Services during that period. No credit, refund, or pro-rata adjustment shall be made in respect of any unused portion of an annual subscription period. An adjustment in respect of an annual subscription, if any, may only be considered at the natural anniversary or renewal date of the subscription and only upon receipt of a timely written amendment request in accordance with Section 8(a). For the avoidance of doubt: (i) Client's failure to use the Software or Services during any portion of an annual subscription period shall not constitute grounds for any refund claim; (ii) Client's failure to notify ShipperHQ of a wish to cancel prior to the renewal date shall not constitute grounds for any refund of fees charged for the renewed period; (iii) a change in Client's business circumstances, including discontinuation of an ecommerce platform, shall not entitle Client to any refund of annual Service Fees paid; (iv) Client's failure to configure, integrate, or successfully deploy the Software or Services shall not constitute grounds for any refund; and (v) Client's choice not to make use of any feature of the Software or Services during any subscription period shall not constitute grounds for any refund.

(d) Token-Based Pricing. Where ShipperHQ offers, and Client subscribes to, a token-based or consumption-based pricing model (as described in the applicable Order Form or subscription confirmation) in lieu of or in addition to a flat-rate ShipperHQ Plan:

• (i) Tokens Defined. A "Token" means a single unit of consumption credit as defined in the applicable Order Form, which may represent an API rate request, an AI inference call, a shipping audit query, or such other unit of Service consumption as ShipperHQ specifies;
• (ii) Pre-Purchase. Tokens must be purchased in advance. Token balances are non-refundable once purchased except as required by applicable law or as expressly stated in the Order Form;
• (iii) Expiry. Unless the Order Form states otherwise, unused Tokens expire twelve (12) months from the date of purchase and carry no cash value after expiry;
• (iv) Suspension on Zero Balance. If Client's Token balance reaches zero, ShipperHQ may suspend access to Token-gated features until additional Tokens are purchased. ShipperHQ will use reasonable efforts to notify Client when its Token balance falls below a threshold specified in the Order Form;
• (v) Top-Ups. Client may purchase additional Tokens at any time at the then-current rate. Where Client has enabled automatic top-up, Client authorizes ShipperHQ to bill the payment instrument on file when the Token balance falls below the threshold specified by Client;
• (vi) Cancellation. On cancellation or termination of this Agreement, any remaining Token balance is forfeited with no refund, except as required by applicable law; and
• (vii) Token Pricing Changes. ShipperHQ reserves the right to adjust Token pricing on thirty (30) days' prior written notice. Tokens already purchased at the time of notice are not affected by a price change.

Section 9: Amendments to This Agreement

ShipperHQ reserves the right to change this Agreement at any time and impose its clauses at any given time. We will provide notice of any changes thirty (30) days prior to the date such changes become effective to all active ShipperHQ subscribers. Notice will be provided by way of email to the contact email associated with your ShipperHQ account or by way of a notice posted at ShipperHQ.com. Any use of the Service after the date on which the revised Agreement becomes effective will constitute acceptance of the Agreement as revised. If you do not wish to agree to the revised Agreement, you must contact us in writing to request termination of this Agreement and, if applicable, cancellation of your subscription to the service.

Section 10: Term and Termination

(a) Term. This Agreement remains effective until terminated.

(b) Termination by ShipperHQ. If you fail to use the Software in accordance with the terms and conditions of this Agreement, it constitutes a breach of this Agreement and your licence to use the Software and the Services is immediately revoked. Without limiting the foregoing, ShipperHQ also retains the right to terminate your licence at any time if, in our sole discretion, you are not abiding by the terms of the Agreement, including but not limited to: obscuring or removing any link or copyright notice as specified in this Agreement; failure to submit sufficient payment for Service Fees or other charges owed to ShipperHQ in a timely manner; or any other breach of the terms of this Agreement. ShipperHQ also reserves the right to revoke the licence of any Client who is found to be operating under an invalid, expired, forged, or otherwise improperly obtained licence, regardless of whether a breach of any other term of this Agreement has occurred.

(c) Termination by Client. You may terminate this Agreement at any time by destroying all copies of the Software and requesting in writing (which may be by email) cancellation of your subscription to the Service in accordance with Section 8 of this Agreement.

(d) Effect of Non-Use. Failure to access the Service or use the Software for any reason and for any period of time does not in itself constitute notice of termination of this Agreement or cancellation of your subscription to the Service, nor does it give rise to any right to a refund, credit, offset, or other financial remedy in respect of Service Fees paid or contractually due to ShipperHQ. For example, if you discontinue use of an ecommerce platform on which you had previously installed the Software and subscribed to the Service, your Agreement with ShipperHQ will not be terminated and your subscription to the Service will remain active until you have requested cancellation in writing as described in Section 10(c), and such discontinuation shall not entitle you to any refund. Without limiting the foregoing, Client shall have no refund or credit entitlement on the basis that Client did not actively submit rate requests, did not generate API calls, or did not otherwise utilise the Services during any part of a subscription period, whether by reason of inactivity, incomplete integration, or any other cause.

(e) Use After Termination. If you continue to use the Software after ShipperHQ gives you notice of termination of your license, you hereby agree to accept an injunction to enjoin you from its further use and to pay all costs (including but not limited to reasonable attorney fees) to enforce our revocation of your license and any damages suffered by us because of your misuse of the Software.

Section 11: Data Processing and Privacy

(a) Privacy Policy. In the course of providing the Services to you, ShipperHQ processes certain personally identifiable data about you or your customers and the orders they place on your website or other system connected to the Services ("Personal Information") on your behalf. By accepting this Agreement and using the Services, you agree to be bound by the terms of the ShipperHQ Privacy Policy, which governs ShipperHQ's collection, processing, and storage of Personal Information, unless alternate terms are agreed in writing between you and ShipperHQ.

(b) Controller and Processor Roles. With regard to the processing of Personal Information about your customers, you shall act as the Data Controller and ShipperHQ shall act as the Data Processor. With regard to the processing of Personal Data about you and your company or employees and/or agents thereof, ShipperHQ shall act as both the Data Controller and Data Processor. ShipperHQ shall collect, process, and/or store Personal Data only for the purpose of providing the Services or other legitimate business interests in compliance with all applicable laws and regulations and all published ShipperHQ policies, and shall treat Personal Information as confidential information to the extent required or allowed by law and/or contract.

(c) Data Processing Agreement. For Clients who are required under applicable data protection law (including the GDPR, UK GDPR, or other equivalent legislation) to enter into a formal Data Processing Agreement ("DPA") with ShipperHQ in its capacity as a data processor, ShipperHQ will make a DPA available on request. The terms of any such DPA shall govern in the event of any conflict with this Section 11 or Section 12 with respect to data protection or data use matters, including any provisions relating to the use of Client data in connection with artificial intelligence or machine learning. Clients may request a DPA by contacting ShipperHQ at admin@shipperhq.com.

Section 12: Data Use Rights

(a) Restriction on AI Training. ShipperHQ does not use or permit others to use Client Data, including Personal Information and non-personal business data processed through the Services, to train, retrain, or otherwise improve large language models or other generalized artificial intelligence systems. ShipperHQ may, however, use such data within the Services to provide AI-enabled functionality to Client, including the use of AI systems as a context or inference layer to enhance shipping rate management, configuration, or related outputs, provided that such use is solely for the purpose of delivering the Services to Client and subject to the confidentiality and data protection obligations in this Agreement and the Privacy Policy. For the avoidance of doubt, the restriction in this Section 12(a) does not apply to genuinely anonymized and aggregated data that cannot reasonably be linked to any identifiable individual or to Client, which ShipperHQ may use as set out in Section 12(c) below.

(b) Intelligence Data License. By subscribing to the Services and accepting this Agreement, Client expressly authorizes and grants ShipperHQ a limited, non-exclusive license to access, collect, process, analyze, and use Client's shipping transaction data, carrier rate data, shipment history, order data, and related logistics data (collectively, "Intelligence Data") for the following purposes (collectively, "Intelligence Purposes"): (i) performing shipping cost audits and analysis on Client's behalf; (ii) benchmarking Client's carrier rates and service usage against available market data or published tariffs; (iii) identifying potential shipping cost savings, carrier optimization opportunities, or policy improvements; (iv) generating shipping optimization reports, carrier comparisons, and policy recommendations for Client; and (v) any other analysis reasonably ancillary to the provision of ShipperHQ's shipping management and optimization services. Client warrants that it has all necessary rights, consents, and authority to share Intelligence Data with ShipperHQ for the Intelligence Purposes, including any consents required from its customers whose data may be included in shipment records. ShipperHQ shall process Intelligence Data only for Intelligence Purposes and in accordance with the confidentiality and data protection obligations in this Agreement and the ShipperHQ Privacy Policy. ShipperHQ shall not sell or disclose Intelligence Data to third parties except as required to perform the Services or as required by law. The authorization granted in this clause survives termination of the Agreement to the extent necessary for ShipperHQ to fulfill any outstanding audit or reporting obligations, and then terminates.

(c) Anonymized and Aggregated Data. Client acknowledges and agrees that ShipperHQ may collect, anonymize and aggregate Client's shipping transaction data, carrier rate data, order metadata, and related logistics data and use such anonymized, aggregated data (which shall not be capable of identifying any individual Client, Customer, or natural person) for the following purposes without restriction: (i) improving ShipperHQ's shipping algorithms and AI services; (ii) developing carrier performance benchmarks and industry rate benchmarking capabilities; (iii) conducting shipping audit and logistics research to identify industry trends and develop product features; (iv) training and improving ShipperHQ's proprietary AI and machine learning services used to provide the Services; and (v) generating aggregate industry insights, reports, and analytics. For the avoidance of doubt, genuinely anonymized and aggregated data that cannot reasonably be linked to any identifiable individual or to Client is not "Client Data" for the purposes of Section 12(a) and is not subject to the restrictions in that section.

(d) Client Data Ownership. Client retains ownership of its raw input data, including Customer Order Information, submitted to the Services. Nothing in this Agreement transfers ownership of Client's raw input data to ShipperHQ. ShipperHQ's rights to access and process Client's data are limited to the purposes described in this Agreement, the Privacy Policy, and any applicable Data Processing Agreement. ShipperHQ shall not sell Client's raw, identifiable data to third parties.

Section 13: Data Subject Rights

(a) EEA Rights. Residents of the European Economic Area have the right to, at any time, object to ShipperHQ's processing of their Personal Data, ask ShipperHQ to restrict processing of their Personal Data, or request portability of their Personal Data. ShipperHQ will comply with all such requests as required and permitted by law. Residents of the European Economic Area also have the right to complain to a data protection authority about the collection and processing of their Personal Data. ShipperHQ will fully comply with any such authority to the extent required by law. You have the right to withdraw consent at any time and ShipperHQ will respond to all such notifications of withdrawal of consent in a reasonable and timely manner. Withdrawal of consent does not affect the lawfulness of collection, processing, or storage of Personal Data which took place prior to withdrawal of consent, nor does it impact the lawfulness of such activities which are performed under a legal basis other than consent.

(b) Data Export and Deletion. Where required by applicable data protection law (including the GDPR, UK GDPR, or equivalent legislation in Client's jurisdiction), Client may submit a written request to admin@shipperhq.com to exercise the following rights:

• (i) Data Export. A complete export of Client's Personal Information and Customer Order Information held in the Services, which ShipperHQ will provide in a commonly used, machine-readable format (such as CSV or JSON) within 30 days of the written request; and
• (ii) Deletion. Deletion of Client's Personal Information and Customer Order Information from ShipperHQ's active systems and, to the extent reasonably practicable, from the systems of ShipperHQ's sub-processors, subject to ShipperHQ's right to retain data: (A) required by applicable law; (B) required for the resolution of outstanding disputes or enforcement of ShipperHQ's rights under this Agreement; or (C) held in anonymized and aggregated form as permitted by Section 12(c).

These rights are exercisable only to the extent mandated by the applicable data protection law of Client's jurisdiction and do not constitute a general contractual entitlement for Clients not subject to such law.

Section 14: Disclaimers and Warranties

(a) Service Availability; As Is Disclaimer. ShipperHQ shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimizes errors and interruptions in the Services. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by ShipperHQ or by third-party providers, or because of other causes beyond ShipperHQ's reasonable control, but ShipperHQ shall use reasonable efforts to provide advance notice in writing or by email of any scheduled service disruption. However, ShipperHQ does not warrant that the Services will be uninterrupted or error free; nor does it make any warranty as to the results that may be obtained from use of the Services. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES AND IMPLEMENTATION SERVICES ARE PROVIDED "AS IS" AND SHIPPERHQ DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

(b) Rate Accuracy Disclaimer. The shipping rates, carrier quotes, and estimated charges displayed within the Software or Services ("Displayed Rates") are obtained from carrier APIs, published rate tables, other third-party data sources, or configured by Client within the Software at the time of the applicable request. ShipperHQ does not warrant that Displayed Rates are accurate, complete, current, or equal to the rates that will be actually charged by any carrier to Client ("Actual Carrier Rates"). Client is solely responsible for verifying Actual Carrier Rates directly with carriers and for all carrier billing disputes. Client shall not rely on Displayed Rates as the definitive charges for billing its own customers, financial planning, or any other purpose without independent verification.

(c) Recommendations Disclaimer. ShipperHQ may, as part of the Services, provide Client with shipping optimization recommendations, suggested changes to shipping policies or carrier configurations, analysis reports, and estimates of potential cost savings or profitability improvements (collectively, "Recommendations"). Client acknowledges and agrees as follows:

• (i) Informational Purposes Only. ALL RECOMMENDATIONS ARE PROVIDED FOR INFORMATIONAL AND ADVISORY PURPOSES ONLY. Recommendations do not constitute professional advice (legal, financial, accounting, or otherwise) and should not be relied upon as such.
• (ii) No Warranty of Outcome. ShipperHQ makes no representation, warranty, or guarantee, express or implied, that implementing any Recommendation will result in any specific level of cost savings, profitability improvement, revenue increase, or other financial or commercial benefit. Any savings estimates, profit projections, or financial figures contained in Recommendations are illustrative estimates based on available data and assumptions as of the date of the analysis and may not reflect actual results.
• (iii) Client's Sole Responsibility. Client is solely responsible for independently evaluating all Recommendations before implementing any change to its shipping policies, carrier configurations, service levels, or pricing. Client bears full responsibility for all business decisions taken in response to Recommendations.
• (iv) No Liability for Policy Changes. ShipperHQ shall not be liable to Client or any third party for any direct, indirect, incidental, consequential, or other losses or damages arising from or related to: (A) Client's decision to implement or not implement any Recommendation; (B) the actual financial or commercial results of implementing any Recommendation; (C) any discrepancy between projected savings or profits contained in a Recommendation and the actual results achieved; (D) any adverse impact on Client's customers, operations, or reputation arising from a change in shipping policy implemented based on a Recommendation; or (E) any change in market conditions, carrier pricing, or other factors occurring after the date of the Recommendation that affects the validity or accuracy of the Recommendation.
• (v) Data Quality. The accuracy of any Recommendation depends on the accuracy and completeness of the Intelligence Data provided by or available from Client. ShipperHQ shall not be liable for inaccuracies in Recommendations arising from incomplete, inaccurate, or unrepresentative Intelligence Data.

Section 15: IP Infringement Remedy

In the event that a court holds that the Software infringes any third party intellectual property right, we shall, in our sole discretion, do one of the following: (a) obtain for you the right to continue using the Software; (b) replace or modify the Software so that it becomes non-infringing while providing substantially equivalent performance; or (c) terminate this Agreement and provide to you a pro rata refund of the prepaid, unused fees.

Section 16: Security Vulnerability Disclosure

In the event that you, as the Client, identify any potential data security vulnerabilities within the Software or Services provided by ShipperHQ, you agree to promptly notify ShipperHQ via email to admin@shipperhq.com. ShipperHQ shall acknowledge receipt of such notifications within 72 hours and will take appropriate actions to evaluate and, if ShipperHQ deems necessary, address and rectify the reported potential vulnerabilities in a timely manner.

Section 17: Indemnification

Client shall defend, indemnify, and hold harmless ShipperHQ and its officers, directors, employees, agents, and successors from and against any and all claims, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) Client's use or misuse of the Software or Services; (b) Client's breach of any term of this Agreement; (c) Client's violation of any applicable law or regulation; (d) any claim by a third party arising from Client's use of the Software or Services; or (e) any data or content submitted by Client through the Services. ShipperHQ reserves the right, at its own expense, to assume exclusive defense of any matter otherwise subject to indemnification by Client, and in such case Client shall cooperate with ShipperHQ in connection with such defense.

Section 18: Force Majeure

Neither party shall be in breach of this Agreement, nor liable for any failure or delay in performance of any obligation under this Agreement (other than a payment obligation), to the extent that such failure or delay is caused by a Force Majeure Event. A "Force Majeure Event" means any event beyond a party's reasonable control, including but not limited to acts of God, natural disasters, pandemic or epidemic, fire, flood, war, terrorism, riots, government action or regulation, labor disputes, cyberattacks or distributed denial-of-service attacks, Internet infrastructure failures, or failure of third-party service providers. A party seeking to rely on this clause shall promptly notify the other party of the Force Majeure Event and its expected duration and shall use reasonable efforts to mitigate the effect of the Force Majeure Event. If a Force Majeure Event continues for more than sixty (60) consecutive days, either party may terminate this Agreement on written notice without liability.

Section 19: General Provisions

(a) Severability; Governing Law and Venue. 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 shall be governed by the laws of the State of Texas without regard to its conflict of laws provisions, and the parties herein expressly agree that the sole venue for any legal action between them arising under or relating to this Agreement shall be filed in and resolved by a federal or state court in the State of Texas, County of Travis, and the parties further consent and agree to the exercise of personal jurisdiction over them by such courts.

(b) Entire Agreement. This Agreement, together with the ShipperHQ Privacy Policy, the ShipperHQ AI and Data Usage Policy, any applicable Data Processing Agreement, and any applicable Order Form or subscription confirmation, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations, warranties, negotiations, and understandings, whether oral or written, between the parties relating to the same subject matter. Client acknowledges that it has not relied on any statement, promise, or representation made or given by or on behalf of ShipperHQ that is not set out in this Agreement. Each party agrees that it shall have no remedy in respect of any untrue statement relied upon by it before entering into this Agreement unless such statement was made fraudulently.

(c) No Waiver. No failure or delay by ShipperHQ in exercising any right, power, or remedy under this Agreement shall operate as a waiver of that right, power, or remedy. No single or partial exercise of any right, power, or remedy shall preclude any other or further exercise of that right, power, or remedy, or the exercise of any other right, power, or remedy. Any waiver by ShipperHQ must be given in writing and signed by an authorized representative of ShipperHQ and shall apply only to the specific instance for which it is given and shall not affect ShipperHQ's rights or remedies in respect of any subsequent or other breach.

(d) Feedback. If Client provides ShipperHQ with any suggestions, ideas, enhancement requests, feedback, recommendations, or other information relating to the Software or Services (collectively, "Feedback"), Client hereby assigns to ShipperHQ all right, title, and interest in and to such Feedback, including all Intellectual Property Rights therein, without any obligation of confidentiality, attribution, accounting, compensation, or other obligation of any kind. To the extent any such assignment is not effective, Client grants ShipperHQ a perpetual, irrevocable, royalty-free, worldwide, transferable, sub-licensable license to use, reproduce, modify, create derivative works of, distribute, publicly perform, publicly display, and otherwise exploit the Feedback in any manner and for any purpose, including incorporating the Feedback into the Software or Services without restriction. Client represents and warrants that it has the right to provide the Feedback and to grant the above assignment and license, and that the Feedback does not infringe the Intellectual Property Rights of any third party. ShipperHQ is under no obligation to respond to, implement, or credit any Feedback provided by Client.

Section 20: Post-Termination Obligations; Survival

Upon termination or expiry of this Agreement for any reason:

• (a) the license granted to Client under this Agreement shall immediately cease and Client shall have no further right to access or use the Software or Services;
• (b) Client shall promptly and permanently delete, destroy, or return to ShipperHQ (at ShipperHQ's election) any Confidential Information of ShipperHQ in Client's possession or control, and shall certify in writing that it has done so upon ShipperHQ's request;
• (c) Client shall cease all use of ShipperHQ's trademarks, service marks, and brand identifiers;
• (d) Client shall purge any cached, stored, or archived Service Outputs from systems used to develop or operate any competing or replacement system;
• (e) any API keys, credentials, or access tokens issued to Client shall be invalidated and must not be retained or used; and
• (f) the following Sections shall survive termination: Sections 2, 3, 4, 6, 11, 12, 13, 14, 17, 19, and 20, together with any other provision that by its nature or express terms is intended to survive.

Termination of the Agreement shall not relieve Client of any obligation to pay amounts accrued and owing to ShipperHQ prior to termination.

Last Updated: March 2026