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 DOCUMENTATION) AND ZOWTA, LLC d/b/a SHIPPERHQ (HEREINAFTER WE/US/OUR OR SHIPPERHQ). THE 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").
1. By 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.
2. The Agreement comes into legal force at the moment when you voluntarily 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 terms of this Agreement 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 may not use any part of the code in whole or part in any other software or product or website.
6. You may not give, sell, distribute, sub-license, rent, lease or lend any portion of the Software or Documentation 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 by Client from doing so.
9. 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.
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 License Agreement, it constitutes a breach of the agreement, and your license to use the program is revoked.
12. ShipperHQ reserves the right to change this license agreement at any time and impose its clauses at any given time. You will be notified of changes to this agreement as required by law. This notification may be by email or at ShipperHQ.com.
13. License agreement remains effective until terminated. We retain the right to terminate your license to use the Software at any time, if in its 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. You may terminate it at any time by destroying all copies of the Software and requesting in writing (which may be by email) termination of your subscription to the Service. Termination of this Agreement does not bind us to return to you any amount previously paid to ShipperHQ for use of the Software or access to the Service.
14. 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.
15. 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.
17. 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.
18. 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.
19. 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 and shall perform the Implementation Services in a professional and workmanlike manner. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Company or by third-party providers, or because of other causes beyond Company's reasonable control, but Company shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption. However, Company 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 COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
Agreement Last Updated May 25th, 2018