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 AND SHIPPERHQ APPLICATIONS FOR BIGCOMMERCE, SHOPIFY, WOOCOMMERCE AND OTHER PLATFORMS (COLLECTIVELY, THE "SERVICES" OR "SOFTWARE").
2. The Agreement comes into legal force at the moment when you voluntarily access our Services by any means or use our Software from our site or receive it through email or on data medium at our discretion.
3. We are the copyright holder of the Software. The Software or a portion of it is a copyrightable matter and is liable to protection by the law. Any activity that infringes the terms of this Agreement or which violates copyright law will be prosecuted according to the current law. We reserve the right to revoke the license of any Client who is holding an invalid license.
4. 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. Any distribution of the Software without our consent, including noncommercial distribution is regarded as violation of this Agreement and entails liability, according to the current law.
5. You shall not yourself nor shall you authorize or permit a third party to: (a) modify, adapt, or create any derivative works using any part of the Software or Service except as allowed by this Agreement or (b) reverse engineer, decompile, decode, decrypt, disassemble, or attempt to derive any source code from the ShipperHQ SaaS Services.
6. You may not give, sell, distribute, sub-license, rent, lease or lend any portion of the Software or access to the Service to anyone. You may not place the Software on a server so that it is accessible via a public network such as the Internet for distribution purposes.
7. You are bound to preserve all copyright information intact; this includes all text and/or links included with the Software.
8. 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 firstname.lastname@example.org stating that you do not wish us to use your company name in our marketing.
9. 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. We will not be liable to you for any damages (including any loss of profits/saving, or incidental or consequential) caused to you, your information, and/or your business arising out of the use or inability to use this Software or the unauthorized use of your credentials.
10. We are not liable for prosecution arising from use of the Software against law or for any illegal use.
11. If you fail to use the Software in accordance with the terms and conditions of this Agreement, it constitutes a breach of the Agreement, and your license to use the Software and the Services is revoked.
12. ShipperHQ may charge a fee or 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 for access to the Service (“ShipperHQ Plan”) as described at https://shipperhq.com/pricing and provide ShipperHQ with payment information of 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.
13. 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 owed to us 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.
14. 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.
15. 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 http://shipperhq.com/pricing. If your account exceeds this limit you will need to immediately either (a) upgrade your account to a ShipperHQ Plan which includes a sufficient Usage Limit or (b) 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 successfully within 15 business days, we may terminate access to your ShipperHQ account. Notwithstanding other provisions in this section, ShipperHQ reserves the right to immediately and without prior notice terminate your access to the Services temporarily or permanently if (a) 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 (b) in ShipperHQ’s sole discretion, the API Call activity in question presents a risk to the Service as a whole.
16. 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.
17. 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. Neither cancellation of your subscription to the Service nor Termination of this Agreement bind us to return, refund, or credit to you any amount previously paid to ShipperHQ for use of the Software or access to the Service.
18. 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.
19. This Agreement remains effective until terminated. We retain the right to terminate your license to use the Software 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 or failure to submit sufficient payment for Service Fees or other charges owed to ShipperHQ in a timely manner.
20. 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 17 of this Agreement.
21. 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. 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 20.
22. 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.
24. With regard to the processing of Personal Information about your customers, you shall act as the Data Controller, 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 we 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.
25. Residents of the European Economic Area have the right to, at any time, object to our processing of their Personal Data, ask us 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.
26. 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.
27. 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.
28. 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 Service 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.
Last Updated: August 5th, 2019