End User License Agreement

This End User License Agreement ("EULA") is between you (and the business you represent) and [LEGAL ENTITY NAME] ("ShipNLogic," "us," "our," or "we"). It governs your installation and use of the ShipNLogic desktop app, including any updates, documentation, and related files we provide (the "Software").

By installing, signing in to, or using the Software, or by clicking "I agree" (or a similar button or checkbox) when that option is presented to you, you agree to this EULA on behalf of yourself and the business you represent, and you confirm that you have the authority to bind that business. If you do not agree, do not install or use the Software.

IMPORTANT: Disputes under this EULA are resolved through binding individual arbitration, with a waiver of class action and jury trial rights, as described in Section 15 of our Terms of Use and Section 14 below.

1. Relationship to the Terms of Use and Privacy Policy

This EULA is incorporated into, and should be read together with, our Terms of Use and our Privacy Policy. Capitalized terms not defined here have the meanings given in the Terms of Use. The Software is part of the "Service" described in the Terms of Use. If this EULA conflicts with the Terms of Use, the Terms of Use control, except that Sections 2 through 7 of this EULA control as to the license to, and use of, the Software.

2. License Grant

Subject to this EULA and the Terms of Use, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to install and use the Software in object-code form on computers that you own or control, solely for your internal business purposes and solely in connection with an active ShipNLogic account in good standing. The Software is licensed, not sold.

3. Restrictions

Except as expressly permitted by this EULA or applicable law, you may not:

• reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Software, except to the extent applicable law expressly permits this despite this restriction;
• modify, adapt, translate, or create derivative works of the Software;
• copy the Software, other than installing it on computers you own or control as permitted above and making reasonable backup copies;
• redistribute, sell, rent, lease, lend, sublicense, assign, or otherwise transfer the Software or make it available to any third party, including as a hosted or service-bureau offering;
• remove, alter, or obscure any copyright, trademark, or other proprietary notices in the Software;
• circumvent, disable, or interfere with security, licensing, or update features of the Software;
• use the Software to access the Service in a way not permitted by the Terms of Use, or to build a similar or competing product or service; or
• use the Software in violation of any applicable law.

4. Updates

The Software may automatically check for, download, and install updates, including bug fixes, security patches, and new or changed features, without further notice to you. You agree to receive these updates, and this EULA applies to them unless they come with separate terms. Some features of the Service may stop working with older versions of the Software, so we may require you to install an update to keep using the Software. We may modify, suspend, or discontinue the Software, or any feature of it, at any time.

5. Third-Party and Open-Source Components

The Software includes third-party and open-source software components. Those components are licensed to you under their own license terms, which govern your use of them and, to the extent of any conflict, control over this EULA as to those components. Nothing in this EULA limits your rights under, or grants you rights that supersede, those licenses.

6. Software on Your Computers

The Software can connect to software that you operate on your own computers or network, such as Sage, to read orders and related data and to write back shipment information like tracking numbers. You authorize the Software to access that software and its data for these purposes. You are responsible for that software and its data, including having valid licenses for it, keeping it configured and maintained, controlling who can access it, and keeping backups. We are not responsible for the operation of, or for data loss or corruption in, software we do not provide.

You are also responsible for the computers on which you install the Software, including their security, operating system, network access, and any printers or other devices connected to them.

7. Ownership and Feedback

The Software and all intellectual property rights in it belong to ShipNLogic or its licensors. This EULA does not transfer any ownership rights to you, and all rights not expressly granted are reserved. If you share feedback or suggestions about the Software, you grant us a perpetual, irrevocable, worldwide, non-exclusive, fully-paid, royalty-free license to use that feedback freely, in any manner and for any purpose, without attribution. Please do not submit feedback that you consider proprietary or confidential.

8. Disclaimers

THE SOFTWARE IS PROVIDED "AS IS" AND "AS AVAILABLE." TO THE FULLEST EXTENT PERMITTED BY LAW, SHIPNLOGIC AND ITS LICENSORS AND SUPPLIERS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SOFTWARE WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF VIRUSES OR HARMFUL CODE, OR THAT IT WILL BE COMPATIBLE WITH YOUR COMPUTERS OR WITH OTHER SOFTWARE YOU OPERATE. WHERE APPLICABLE LAW REQUIRES WARRANTIES, THEY ARE LIMITED TO 90 DAYS FROM YOUR FIRST USE.

9. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW: (A) SHIPNLOGIC AND ITS LICENSORS AND SUPPLIERS WILL NOT BE LIABLE FOR ANY LOST PROFITS, LOST OR CORRUPTED DATA, COSTS OF SUBSTITUTE PRODUCTS, OR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES ARISING FROM OR RELATED TO THIS EULA OR YOUR USE OF (OR INABILITY TO USE) THE SOFTWARE, INCLUDING ANY EFFECT ON SOFTWARE OR DATA ON YOUR COMPUTERS; AND (B) OUR TOTAL LIABILITY ARISING UNDER THIS EULA IS SUBJECT TO, AND COUNTS TOWARD, THE LIMITATION OF LIABILITY IN THE TERMS OF USE. THE EXISTENCE OF MULTIPLE CLAIMS DOES NOT INCREASE THAT CAP.

10. Indemnification

You agree to defend, indemnify, and hold harmless ShipNLogic and its officers, employees, and agents from any claims and reasonable costs or attorneys' fees arising out of (i) your use of the Software, (ii) your violation of this EULA, or (iii) your violation of any applicable law or regulation or any third party's rights, including the license terms of software you connect to the Software. The procedures in the Indemnification section of the Terms of Use apply.

11. Term and Termination

This EULA remains in effect until terminated. It terminates automatically, without notice, when your ShipNLogic account is closed or terminated, or if you fail to comply with this EULA. We may also suspend or terminate your license at any time as permitted by the Terms of Use. You may terminate this EULA at any time by uninstalling the Software. When this EULA terminates, your license ends and you must stop using and uninstall the Software and delete all copies of it. Sections 3, 5, 6, and 7 through 15 survive termination.

12. Export Compliance

The Software is subject to U.S. export control and economic sanctions laws. You may not export, re-export, transfer, or use the Software in violation of those laws or the laws of other applicable countries, including in any embargoed country or region or by any person on a U.S. government restricted-party list. You represent that you are not located in such a country or region and are not on such a list.

13. U.S. Government End Users

The Software is "commercial computer software" and related documentation provided to U.S. government end users only as a commercial end item and with only those rights granted to all other end users under this EULA.

14. Dispute Resolution and Governing Law

This EULA is governed by the laws of the State of [STATE], without regard to its conflict-of-law principles. Any dispute arising out of or relating to this EULA or the Software will be resolved under the Dispute Resolution section (Section 15) of the Terms of Use, including binding individual arbitration administered by JAMS, the informal resolution process, the 30-day opt-out, and the waivers below. For any claim not subject to arbitration, you consent to the exclusive jurisdiction and venue of the state and federal courts located in [COUNTY], [STATE].

YOU AND SHIPNLOGIC WAIVE THE RIGHT TO A TRIAL BY JUDGE OR JURY FOR ALL CLAIMS SUBJECT TO ARBITRATION. ALL DISPUTES MUST BE BROUGHT ON AN INDIVIDUAL BASIS, AND NEITHER YOU NOR SHIPNLOGIC MAY BRING CLAIMS AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, REPRESENTATIVE, OR COLLECTIVE PROCEEDING.

15. General

15.1 Changes. We may update this EULA from time to time. If we make material changes, we will notify you by email, in the Software, or by a prominent notice on the Service, and update the "Last updated" date above. Your continued use of the Software after notice of changes means you accept the updated EULA.

15.2 Entire agreement. This EULA, together with the Terms of Use and the Privacy Policy, is the entire agreement between you and ShipNLogic regarding the Software. If any provision of this EULA is found invalid or unenforceable, it will be modified to the minimum extent necessary to be valid, and the remaining provisions will continue in effect. Our failure to enforce any provision is not a waiver of it. The word "including" means "including without limitation."

15.3 Assignment. You may not assign or transfer this EULA or the Software without our prior written consent; we may assign this EULA freely.

15.4 Contact. [LEGAL ENTITY NAME], [MAILING ADDRESS]. Email: [email protected].

Adapted from templates by General Legal (general.legal), released under CC0.