This End User License Agreement (the "Agreement") between you and ParcelSpace governs your access to and use of ParcelSpace's Software (as defined below), provided exclusively for ParcelSpace customers that have an active ParcelSpace user account.

PLEASE READ THIS AGREEMENT CAREFULLY. BY USING ALL OR ANY PORTION OF THE SOFTWARE, YOU ACCEPT ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT INCLUDING IN PARTICULAR THE LIMITATIONS ON USE AND COPYING CONTAINED IN SECTION 2 AND 3. YOU ALSO ACCEPT ALL THE TERMS AND CONDITIONS OF ALL OTHER PARCELSPACE LEGAL AGREEMENTS WHICH MAY FROM TIME TO TIME BE PUBLISHED ON PARCELSPACE'S WEBSITE (INCLUDING ITS TERMS AND CONDITIONS, AND TERMS OF SERVICE). YOU AGREE THAT THESE AGREEMENTS ARE ENFORCEABLE LIKE ANY WRITTEN NEGOTIATED AGREEMENT SIGNED BY YOU. IF YOU DO NOT AGREE, DO NOT USE THE SOFTWARE.


SUMMARY OF TERMS:

You agree to use the Software according to the following terms: (1) you will not copy, transfer or permit any other person or third party to access the Software and will use it solely in connection with your authorised use of ParcelSpace website services (collectively, our "Service"); (2) any and all enhancements or modifications to the Software we may make based on user feedback shall belong exclusively to ParcelSpace; (3) the Software is made available by us without warranty of any kind or nature (any warranties we provide with respect to our Service generally do NOT apply to this Software), and you waive, to the fullest extent permitted by law, any and all warranties implied by law including any warranty of merchantability or fitness for a particular purpose with respect to the Software; and (4) we may cease supporting these features at any time.

1. DEFINITIONS

The words "you" and "your" mean the person accepting this Agreement who uses the Software. To the extent you use the Software in an agent or employee capacity, you also accept this Agreement on behalf of your principal or employer. ParcelSpace ("we", "us", "our") means ParcelSpace Ltd. "Software" means (a) ParcelSpace's software applications, retailer plugins (including its Magento extension software), application programming interfaces (APIs), iOS and Android apps and website, all related object code files and contents of the files made available pursuant to this Agreement, including but not limited to ParcelSpace API information and related explanatory written or electronic materials or files ("Documentation"); and (b) upgrades, modified versions, updates, additions, and copies of the Software, if any (collectively, "Updates"). "Use" or "Using" means to access, install, download, copy or otherwise benefit from using the functionality of the Software.

2. SOFTWARE LICENSE; YOUR REPRESENTATIONS

As long as (a) you have an active ParcelSpace user account, and (b) you comply with the terms of this Agreement, ParcelSpace grants to you a non- exclusive, non-transferable, non-sublicensable, revocable, limited right and license to Use the Software for the limited purposes set forth herein. You represent that you are a user of a ParcelSpace user account and, on your own behalf and on behalf of your principal or employer, if any, are authorised to accept and perform the terms and conditions of this Agreement. IF YOU ARE NOT A USER OF A PARCELSPACE ACCOUNT OR CEASE TO BE SUCH A USER, YOU ARE PROHIBITED FROM USING THIS SOFTWARE.

3. RESTRICTIONS ON USE

This Agreement is a license of the Software only. You may install and Use one copy of any element of the Software which is downloadable on your web server or on each of your smartphones or tablets, as appropriate. You may create copies of the Software only as reasonably necessary to support the authorised use of the Software by you (but not for any other End User), and for normal and reasonable backup and archival purposes. For the avoidance of doubt, you have no right to download web pages or backend server software or any other files used to provide or support our Service.

The Software is protected by UK and international copyright laws and treaties, as well as other intellectual property laws and treaties. You will not remove or alter any copyright or other notices or legends on any copies of the Software or portion thereof. The Software is licensed, not sold. Furthermore, this Agreement does not grant you any rights in connection with any trademarks or service marks of ParcelSpace or any third party. ParcelSpace and each third party provider of any component of the Software ("Third Parties") reserves all right, title and interest in and to the Software and any copies thereof, including without limitation intellectual property rights such as copyrights and trademark rights.

Except as otherwise expressly permitted by applicable law, you will not disclose, modify, decompile, translate, disassemble, and/or reverse engineer the Software, or in any way derive from the Software any source code or use any components of the Software to prepare derivative works or develop other software. You may not sublicense, assign, rent, lease, lend, grant a security interest in, or otherwise transfer rights to the Software, this Agreement or the rights under it.

You acknowledge that the Software is comprised of information that is deemed confidential and proprietary to ParcelSpace and Third Parties. You represent that you will handle the Software with the same care that you treat your own confidential information, which in no case will be less than reasonable care.

4. DISCLAIMER OF WARRANTIES

THE SOFTWARE IS LICENSED "AS IS." PARCELSPACE DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, NOT EXPRESSLY SET FORTH HEREIN, INCLUDING WITHOUT LIMITATION ALL IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. PARCELSPACE DOES NOT WARRANT THAT THE SOFTWARE AND/OR DOCUMENTATION WILL SATISFY YOUR REQUIREMENTS OR THAT THE SOFTWARE AND/OR DOCUMENTATION ARE WITHOUT DEFECT OR ERROR OR THAT OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED. SOME COUNTRIES AND JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS THAT VARY FROM JURISDICTION TO JURISDICTION.

EXCEPT TO THE EXTENT THIS EXCLUSION OR RESTRICTION OF LIABILITY WOULD BE VOID OR INEFFECTIVE UNDER APPLICABLE STATUTE OR REGULATION, IN NO EVENT WILL PARCELSPACE OR ANY THIRD PARTY BE LIABLE IN CONNECTION WITH THIS AGREEMENT OR YOUR USE OF THE SOFTWARE FOR INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION LOST PROFITS, LOST REVENUES, SAVINGS, LOSS OF DATA, AND COSTS OF RECREATING LOST DATA) WHETHER BASED ON CONTRACT, TORT OR ANY OTHER LEGAL THEORY, EVEN IF PARCELSPACE AND/OR ANY SUCH THIRD PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

5. LIMITATION OF LIABILITY

YOU AGREE THAT NEITHER PARCELSPACE (INCLUDING ITS CURRENT OR FORMER SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES, OR AGENTS) NOR ANY THIRD PARTY WILL BE LIABLE TO YOU OR TO ANY OTHER PERSON, FIRM, CORPORATION, OR ENTITY WHATSOEVER FOR ANY LOSSES, DAMAGES, CLAIMS, PENALTIES, COSTS, OR EXPENSES (INCLUDING LOST PROFITS) ARISING OUT OF OR RELATING TO YOUR USE OF OR INABILITY TO USE THE SOFTWARE, IN ANY WAY, INCLUDING BUT NOT LIMITED TO ANY DELAY, INACCURACIES, ERRORS, OR OMISSIONS AND WHETHER OCCASIONED BY ANY CAUSE WHATSOEVER, WHETHER RESULTING FROM NEGLIGENCE OR OTHERWISE. IF THE FOREGOING DISCLAIMER AND WAIVER OF LIABILITY SHOULD BE HELD INVALID OR INEFFECTIVE BY A COURT OR OTHER ENTITY OF COMPETENT JURISDICTION, NEITHER PARCELSPACE (INCLUDING ITS CURRENT AND FORMER SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES, OR AGENTS) NOR ANY THIRD PARTY WILL BE LIABLE IN ANY EVENT, INCLUDING THEIR OWN NEGLIGENCE, BEYOND AN AGGREGATE AMOUNT EQUAL TO TEN POUNDS STERLING (£10.00).

6. TERM

This Agreement remains effective until terminated by you or ParcelSpace. This Agreement may be terminated by you or ParcelSpace at any time upon notice to the other party. This Agreement will automatically terminate upon the earlier of (a) your failure to comply with any term or condition of this Agreement; or (b) the date on which you cease to be an active user of any ParcelSpace Service. Upon any termination or expiration, you agree to cease all use of Software and return it to ParcelSpace or certify deletion and destruction of the Software, including all copies, to ParcelSpace's reasonable satisfaction.

7. THIRD PARTY PROVIDERS

With respect to any portions of the Software provided by any Third Party, each such Third Party will be a third party beneficiary of this Agreement with the right to enforce the obligations set forth in this Agreement with regards to the components provided by that Third Party.

8. CONTROLLING LAW

This Agreement will be governed by and interpreted in accordance with English Law and shall be subject to the non-exclusive jurisdiction of the English courts.

9. MISCELLANEOUS

With regard to your use of the Software, this Agreement supersedes any and all prior communications, proposals or agreements, written or oral, between you and ParcelSpace.

Your use of the ParcelSpace Service generally is and continues to be governed by separate agreements (which may from time to time be published on ParcelSpace's website, including its Terms and Conditions, and Terms of Service) and/or written agreement between ParcelSpace and you or your employer or principal, which will not be limited, impaired or otherwise affected by this Agreement.

If any provision of this Agreement is held to be unenforceable for any reason, such provision will be reformed only to the extent necessary to make it enforceable, and such holding will not impair the validity, legality, or enforceability of the remaining provisions. No waiver by ParcelSpace of any breach of any term or condition of this Agreement will constitute a waiver of, or consent to, any subsequent breach of the same or any other term or condition of this Agreement. Any provision of this Agreement that should by its nature be reasonably expected to survive the termination or expiration of this Agreement will survive the termination or expiration of this Agreement. ParcelSpace and the ParcelSpace logo are trademarks of ParcelSpace Ltd. "Magento" is a trademark of Adobe Systems, Inc.


Revision: 1.1
Updated: 9.7.2018