Ship24 - Terms and Conditions

1. PREAMBLE

By creating an account or using any Ship24 service in any way, you agree to be bound by the following terms and conditions, which also include the order form, Ship24 privacy and data security policy, and any other terms or policies that may be published Ship24 website from time to time (collectively, the "terms of use"). These terms govern your use of the service.

If any person enters into these terms on behalf of a company, organization, or other legal entity ("entity"), they confirm that they have the authority to legally bind that entity and its affiliates to these terms of use.

2. DEFINITIONS

When used in these Terms with the initial letters capitalized, in addition to terms defined elsewhere in these Terms, the following terms shall have the following meanings:

Account means any and all Ship24 accounts created by or on behalf of the User.

Affiliates means any corporation which in relation to the person/entity concerned is a holding company or a subsidiary of any such holding company of a corporation (or a subsidiary of a corporation) at least one-fifth of the issued equity share capital of which is beneficially owned by the person concerned or an associate thereof under the preceding part of this definition. Where the person concerned is an individual or firm or other unincorporated body the expression “Associate” shall mean and include any corporation directly or indirectly controlled by such person.

Ship24, Our, Us, We mean the applicable Ship24 Contracting Party (as defined in section 2 below).

Ship24 Customers means any and all End-Users who are Ship24 customers and use the Application.

Ship24 Protection means the insurance policy/policies as defined in Ship24 Protection Terms of Use (User).

Ship24 Tracking means any and all services provided by Ship24 in connection with tracking and parcel information (such as individually reported tracking events, parcel location and timing information) including but not limited to the relevant portions of the Site, Software, API and Documentation.

API means the application programming interfaces developed and enabled by Ship24 that permit the User to access certain functionality of the Service including but not limited to the Ship24 REST API and Webhook that enables the interaction with a Ship24 instance automatically through HTTP requests and the Ship24 application development API/webhook that enables the integration of a Ship24 instance with other web applications.

Applicable Data Protection Laws means all worldwide data protection and privacy laws applicable to the Personal Data in question including namely but not exclusively (i) for EU Controller, the General Data Protection Regulation (2016/679) (“GDPR”), the 2002/58/EC Directive on Privacy and Electronic Communications, and other applicable EU and national laws and regulations and (ii) for International Controller, any and all data protection laws and regulations applicable to the Personal Data in question including namely the California Consumer Privacy Act of 2018 and its regulations ("CCPA") and the UK GDPR in each case as amended, superseded or replaced from time to time.

Application means the software application of Ship24 which Ship24 Customers use to allow them to access, manage and process their Tracking Data.

Authorized Subprocessors means the authorized subprocessors of Ship24 data.

Confidential Information refers to any information that is disclosed by one party (either the User or Ship24) to the other party and is in tangible form and labeled as "confidential" or would be understood by a reasonable person to be confidential based on the nature of the information. However, "Confidential Information" does not include information that:

was already known to the receiving party before it was disclosed by the disclosing party
was obtained by the receiving party from a third party who is not under an obligation of confidentiality with respect to the information
becomes generally available to the public through means other than a violation of these terms
was independently developed by the receiving party without using the disclosing party's Confidential Information
is Anonymized Data

Data means all data, electronic data, text, messages or other materials submitted to the Service by You in connection with Your use of the Service.

Documentation means any written or electronic documentation, images, video, text or sounds specifying the functionalities of the Service provided or made available by Ship24 to You through the Site or otherwise.

End-User means any individual or entity which (i) is a customer of the User and/or (ii) whose Personal Data is being processed by Ship24 as part of the Service provided to the User.

Enterprise User means any User who has concluded an Order Form or a Master Service Agreement with Ship24.

Force Majeure means any act, event or cause beyond the reasonable control of the non-performing Party including namely but not exclusively acts of God, embargoes, war, terrorist acts, riots, fires, earthquakes, nuclear accidents, floods, strikes, power blackouts, volcanic action, unusually severe weather conditions, acts of hackers or third party internet service providers, all of which by the exercise of due diligence such non-performing Party is unable to foresee and overcome.

Order Form means, if applicable, the online order form concluded and signed by the User and Ship24.

Party/Parties means Ship24 and User, each a Party and together the Parties. Ship24 Limited, a company registered in Hong Kong, is referred to by Ship24 in this document.

Personal Data means any information relating to an identified or identifiable natural person included in the Data; an identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person.

Processing means any operation or set of operations which is performed on Personal Data or on sets of Personal Data, whether or not by automated means, such as collection, recording, organization, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction.

Released Parties means Ship24, its Affiliates and its and their officers, directors, shareholders, employees, agents, and successors. Service(s) means any and all services provided by Ship24 to User including but not limited to the use and access to the Site, Ship24 Tracking and tools such as Software, API and any Documentation. Any new or modified features added to the Service are also subject to these Terms.

Service Plan means the specific plan for which You subscribe, whether free or paid, as detailed on the Site, and the portion of the Service associated with said plan.

Shipping Provider means the Third Party Shipping Services Provider.

Site means any and all websites operated or owned by Ship24 including namely but not exclusively www.ship24.com.

Software means any and all software(s) provided by Ship24 to Users.

Store means any and all stores, whether online or physical retail location(s), associated with the Account.

Subscription Term means the period during which the User has agreed to subscribe to the portion of the Service as detailed in the Service Plan.

Third Party Services means third party products, applications, services, software, products, networks, systems, directories, websites, databases and information which the Service links to, or to which User may connect or enable in connection with the Service, including, without limitation, certain Third Party Services which may be integrated in the Service.

Third Party Shipping Service(s) means third party shipping services (including products, applications, additional services, software, networks, systems, directories, websites, databases and information) which the User may use.

Tracking Data means any data related to package or cargo shipping.

User, You, Your means any individual or Entity and its Affiliates using the Site and/or the Services.

3. GENERAL TERMS AND CONDITIONS FOR ACCESSING AND USING THE SERVICE

3.1 Ship24 reserves the right, at any time:

to modify or update any of the Terms of Use, said modification or update being effective upon its posting on the Site;
to suspend or interrupt the access to or the operation of the Service, or any portion of it, as necessary to perform maintenance and/or for any other purpose; and/or
to modify or change the Service, or any portion of it, including namely but not exclusively by adding, removing or modifying features and options within the Service.

3.2 Subject to the agreement and the compliance by User with these Terms, User has the right to access and use the portion of the Service provided by Ship24 for free and with no subscription, as detailed on the Site. The Application developer and API agreement shall apply to the use of the API in connection with this Agreement.

3.3 An Internet connection is required for proper transmission of the Service. User is responsible for procuring and maintaining the network connections that connect the network to the Service, including, but not limited to, "browser" software that supports protocols used by Ship24, including Secure Socket Layer (SSL) protocol or other protocols accepted by Ship24. Ship24 is not responsible for any modification or compromise of data, including Your Data, caused by the transmission across computer networks or telecommunications facilities which are not owned, operated or controlled by Ship24. Ship24 assumes no responsibility for the reliability or performance of any connections described in this section.

3.4 You agree (a) not to license, sublicense, sell, resell, rent, lease, transfer, assign, distribute or time share any rights granted by these Terms to any third party; (b) not to modify, adapt, or hack the Service or otherwise attempt to gain unauthorized access to the Service or related systems or networks; (c) not to falsely imply any association or partnership with Ship24; (d) not to use the Service in any unlawful manner, including but not limited to violation of any person's privacy rights; (e) not to use the Service to send unsolicited or unauthorized junk mail, spam, pyramid schemes or other forms of duplicative or unsolicited messages; (f) not to use the Service to store or transmit files, materials, data, text, audio, video, images or other content that infringes on any person's intellectual property rights and any privacy rights; (g) not to use the Service in any manner that interferes with or disrupts the integrity or performance of the Service and its components; (h) not to attempt to decipher, decompile, reverse engineer or otherwise discover the source code of the Software, the Site or the Service; (i) not to use the Service to post, transmit, upload, link to, send or store any content that is unlawful, racist, hateful, abusive, libellous, obscene, or discriminatory; (j) not to use the Service to post, transmit, upload, link to, send or store any viruses, malware, Trojan horses, time bombs, or any other similar harmful software ("Malicious Software"); (k) not to try to use, or use the Service in violation of these Terms; (l) not to obtain or attempt to obtain any materials, documents or information, including namely but not exclusively personal identification, Personal Data, password Data, and other information of any other User through any means not purposely made available through the Service; (m) not to probe, scan, or test the vulnerability of any system or network of Ship24 or breach any security or authentication measures, avoid, bypass, remove, deactivate, impair, descramble, or otherwise circumvent any technological measure implemented by Ship24 to protect the Service, Site or Software; (n) not to misrepresent yourself, your age or impersonate any other individual or entity; (o) not to use or access the Service in order to monitor the availability, performance or functionality of the Service or for any other similar benchmarking purposes; (p) not to remove or destroy any copyright notices, proprietary markings or confidentiality notices placed upon, contained within or associated with the Services; (q) not to develop any applications or programs whose purpose is to migrate Users or End-Users away from Ship24 and/or that excessively burden Ship24 Site, Software and API.

3.5 The Service is not available to individuals who are younger than 18 years old. You may not use the Site if you are not of legal age to form a binding contract and otherwise capable of entering into these Terms. Ship24 does not knowingly collect personally identifiable information from users under the age of 18. Such users are expressly prohibited from submitting their personally identifiable information to Ship24; any information submitted by such users will not knowingly be used, posted, or retained by Ship24.

3.6 User is responsible for compliance with the provisions of these Terms and for all activities that occur under the Account, as well as for its Data.

3.7 You are solely responsible for ensuring that the use of the Service to store and transmit Your Data is compliant with all applicable laws and regulations including namely but not exclusively all Applicable Personal Data Laws. You are solely responsible for ensuring that the use of the Service and the processing of Your Data does not infringe any third party's intellectual property and privacy rights.

3.8 User maintains all responsibility for determining whether the Service or the information generated thereby is accurate or sufficient for its purposes.

3.9 Access to and use of portion of the Service may be restricted to a specified number of individuals permitted under the applicable Subscription Plan.

3.10 User agrees and acknowledges that each individual accessing the Account will be identified by a unique username and password ("Login") and that an individual Login may only be used by one individual.

3.11 Users are responsible for maintaining the confidentiality of all Login information related to the Account and shall restrict its disclosure to itself and its employees who need to know said Login and who are subject to confidentiality obligations at least as stringent as those provided in these Terms.

3.12 Ship24 reserves the right, in Ship24's discretion, to temporarily suspend Your access to and use of the Service: (a) during planned downtime for upgrades and maintenance; (b) during any unavailability of the Service caused by Force Majeure events or circumstances; (c) if Ship24 suspects or detects any malicious software or file connected to Your Account or use of the Service by You; and/or (d) for any other reason which Ship24 deems reasonable. Ship24 will use commercially reasonable efforts to schedule planned downtime for weekends (Pacific time zone) and other off-peak hours. Ship24 will use commercially reasonable efforts to communicate in advance the planned downtime periods to Users.

3.13 Additional terms and conditions may apply to specific portions or features of the Service including contests, promotions or other services, all of which terms are made a part of these Terms of Use by this reference. You agree to abide by such other terms and conditions. If there is a conflict between these Terms of Use and the terms posted for or applicable to a specific portion of the Site or the Service offered on or through the Site, the latter terms shall control with respect to your use of that portion of the Site or the specific portion of the Service.

4. CONFIDENTIALITY

4.1 Subject to the express permissions of these Terms, You and Ship24 will protect each other's Confidential Information from unauthorized use, access or disclosure in the same manner as each protects its own Confidential Information, but with no less than reasonable care. Except as otherwise expressly permitted pursuant to these Terms, Ship24, User and their respective Associates may use the other Party's Confidential Information solely to exercise their respective rights and perform their respective obligations under these Terms and may only disclose Confidential Information to their employees, agents and representatives, their respective Associates and their respective Associates’ employees, agents and representatives who need to know such information in order to perform their respective duties.

4.2 You agree that Ship24, its Affiliates and their respective employees, agents and representatives shall have the right to access Your Account and to use, modify, transfer, reproduce, display and disclose the Data to the extent necessary to provide the Service including, without limitation, in response to Your support requests. You agree that, solely to the extent necessary to provide the Services, Ship24 shall be authorized (i) to permit to use, modify, reproduce and (ii) to disclose the Data (including Confidential Information) to the Authorized Subprocessors, Authorized Carriers, End-Users, Ship24 Customers, Shipping Providers, Third Party Service Providers and their employees, agents and representatives.

4.3 Ship24 will maintain commercially reasonable administrative, physical and technical safeguards to protect the security, confidentiality and integrity of Your Data.

4.4 Ship24 may also disclose Confidential Information and information about the Account, Your Data and Users in order to (a) comply with the applicable laws and regulations; (b) respond to lawful requests, legal processes, and orders from a court/other legal authority and/or subpoena; (c) protect Ship24's rights or property, including enforcement of these Terms or other policies associated with the Service; and/or (d) protect personal safety.

5. PERSONAL DATA

5.1 Ship24 collects certain information about the Account, Your Data, Users, End Users, Tracking Data as well as the devices, computers and other tools used in connection with the Service. Ship24 uses, discloses, and protects this information as described in the Ship24 Privacy Policy.

5.2 Ship24 will process, use, modify, collect and store Personal Data within the meaning of Applicable Data Protection Laws. By submitting any Personal Data to Ship24, User represents and warrants that User has (1) complied with any and all applicable laws including namely but not exclusively all Applicable Data Protection Laws, (2) provided all relevant notices and obtained any necessary consent from the data subjects required for Ship24 to process the Personal Data and (3) informed the data subjects of the purposes for which Personal Data is being processed.

5.3 As part of the provision of the Services, Ship24 may process Personal Data, as processor, on behalf of User, the controller. By submitting any Personal Data to Ship24, User agrees with the terms of the Ship24 Data Processing Agreement.

5.4 Personal Data and Confidential Information do not include anonymized data, which is data (including Your Data) Ship24 collects about the use of the Services or about a group or category of products, services, Users and End-Users, from which individual identities, identifiable information or other Personal Data has been irreversibly removed (“Anonymized Data”). Ship24 shall be authorized to use, combine, disclose, analyze and create derivative works of all Anonymized Data. In other words, information about how You use the Service may be collected, deidentified and then combined with information about how others use the Service. The Terms and the Ship24 Data Processing Agreement do not restrict or limit Ship24’s collection, use and disclosure of Anonymized Data.

5.5 User agrees, authorizes and instructs Ship24, in order for Ship24 to provide its Services, to process, use and aggregate Anonymized Data processed in connection with one or more Store(s) with the Anonymized Data processed in connection with one or more other Store(s) provided however that these Stores shall be included in the same User Account. User agrees, authorizes and instructs Ship24, in order for Ship24 to provide its Services, to process, use and aggregate Anonymized Data processed in connection with one or more Service(s) with the Anonymized Data processed in connection with one or more other Service(s) provided however that these Services are provided to the same User.

5.6 User shall ensure that the processing, use and aggregation described in section 5.5 complies with all applicable laws provided however that the anonymization has been properly made by Ship24.

6. INTELLECTUAL PROPERTY RIGHTS

6.1 Subject to these Terms, Ship24 hereby grants You a non-exclusive, non-transferable, non-sublicensable, limited right and license to use the Service. The rights granted herein are subject to Your compliance with these Terms of Use. The Service is being licensed to you and you hereby acknowledge that no title or ownership in the Service is being transferred or assigned and these Terms of Use are not to be construed as a sale of any rights in the Service.

6.2 The trademarks including the mark Ship24® as shown on the Site, the Application, the Software or the Documentation are trademarks owned by Ship24 and/or its Affiliates (collectively, "Ship24 Trademarks"). Unless otherwise provided by applicable laws or regulations, Ship24 Trademarks may not be used in any manner other than expressly authorized in a written agreement.

6.3 The Service, Software, Site, Ship24 API and all patents, trademarks, copyrights (including namely but not exclusively the rights to make copies, to prepare derivatives, to make a public performance and/or to publicly display the Content), inventions, software, websites, applications, processes, methodologies, domain names, documentation, information, templates, tools, documents, trade secrets, trade names, common law trademark rights, data bases, know-how, and any and all other property and/or intellectual property rights (collectively, "Ship24 Intellectual Property Rights") owned by, used by or on behalf of Ship24 or any Affiliate, or otherwise related to the Service, are, will be and remain the sole and exclusive property of Ship24 or its Affiliates. The rights granted to You to use the Service under these Terms do not convey any additional rights in the Service, or in any Ship24 Intellectual Property Rights.

6.4 Ship24 shall have a royalty-free, worldwide, transferable, sub-licensable, irrevocable and perpetual license to incorporate into the Service or otherwise use any suggestions, enhancement requests, recommendations or other feedback Ship24 receives from You. Ship24 reserves all rights not expressly granted to You.

6.5 All content of the Service, Site, Application or Software including, but not limited to, all text, graphics, documents, templates, user interfaces, visual interfaces, photographs, product and virtual product descriptions and design, FAQs, videos, logos, Ship24 Trademarks, sounds, music, artwork, computer code, computer program, application and software (collectively, "Content"), including the arrangement of such Content, is owned, controlled or licensed by or to Ship24, and is protected by trade dress, copyright, trademark, and any and all applicable intellectual property rights. Except as expressly provided in the Terms of Use or authorized by Ship24 in a written agreement, no Content or part of Content may be copied, duplicated, sold, resold, reverse-engineered, decompiled, reproduced, modified, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, or distributed in any way through any media whatsoever.

6.6 Subject to Ship24 compliance with these Terms, User hereby grants to Ship24 a limited, non-exclusive, non-transferable, fully-paid, worldwide, royalty-free license to use, subject to applicable guidelines set forth by User, the User’s registered and unregistered trademarks, tradenames and logos in connection with the distribution, promotion and marketing of Ship24 Service. Unless provided otherwise in writing, Ship24 shall have no obligations towards User to submit advertising materials containing User’s trademarks prior to distribution, promotion and marketing of Ship24 Service. Except as set forth in this section 6.6, nothing in these Terms shall grant or shall be deemed to grant to one Party any right, title or interest in or to the other Party's trademarks.

7. THIRD PARTY SERVICES

7.1 If You decide to enable, access, integrate, connect or use Third Party Services, be advised that Your access, integration, connection and use of such Third Party Services is governed by the terms and conditions of such Third Party Services. Ship24 does not endorse, is not responsible or liable for, and makes no representations as to any aspect of such Third Party Services, including, without limitation, the accuracy, completeness or authenticity of the information contained or the manner in which the Third Party Services providers handle data, including Your Data, or any interaction between You and the Third Party Service provider.

7.2 By enabling, accessing, integrating or connecting any Third Party Services including namely but not exclusively Shopify, Magento, Amazon Seller Central and WooCommerce, You are expressly permitting Ship24 to (i) disclose, collect, process and retain Your Login, Your shop API key, Your Data or any other relevant data provided by You or the relevant Third Party Service provider to the extent necessary to facilitate the access, integration or connection of such Third Party Service with the Service, (ii) access, use, collect, process and retain any and all data originating from relevant Third Party Service provider and to combine said data with Your Data to the extent necessary for Ship24 to provide the Services.

7.3 Ship24 may obtain information including Personal Data if you decide to enable, access or use social media authentication or other authentication services including namely but not exclusively if You log into Our Services through such Third Party Service or otherwise provide Us with access to information from such Third Party Service. Any access that We may have to such information from a third party social media or authentication service is in accordance with the authorization procedures determined by that Third Party Service provider.

7.4 You irrevocably waive any claim against Ship24 with respect to Third Party Services. Ship24 is not liable for any damage or loss caused or alleged to be caused by or in connection with Your enablement, access, integration, connection or use of any such Third Party Services, or Your reliance on the privacy practices, data security processes or other policies of such Third Party Services.

8. THIRD PARTY CONTENT

The Service may contain features and functionalities that may link You or provide You with access to third party content which is completely independent of Ship24, including websites, directories, servers, networks, systems, information and databases, applications, software, programs, products or services, and the Internet in general. Your interactions with organizations or individuals found on or through the Service are solely between you and such organizations or individuals. You should make whatever investigation You feel necessary or appropriate before proceeding with any interaction with any of the third parties providing Third Party Services. You agree that Ship24 is not responsible or liable for any loss or damage of any kind or nature incurred as the result of any such dealings.

9. DISPUTES BETWEEN USERS, END-USERS AND THIRD PARTIES

If there is a dispute between Users, End-Users and/or Third Party Service Provider, You understand and agree that Ship24 is under no obligation to become involved. In the event that You have a dispute with any other User, End-User or Third Party Service provider, You hereby release the Released Parties from claims, demands, and damages (actual and consequential) of every kind or nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way related to such disputes.

10. SHIP24 TRACKING

In regard to tracking services, Ship24 does not provide shipping services. You and the Shipping Provider are responsible for any shipment.

In addition to the terms of use, the following terms apply to your access and use of Ship24 Tracking:

During the subscription term and subject to your compliance with these terms, you have the limited right to access and use the portion of the service consistent with your service plan.
To subscribe to paid service plans, you can either purchase credits or pay a monthly subscription fee as described on the site. For more information about the payment plans, please see the pricing page.
Downgrading your service plan may result in the loss of content, features, or access to certain parts of the service that were previously available to you. Ship24 is not responsible for any such loss.
Ship24 provides tracking information from the relevant authorized carriers. However, without limiting the warranty disclaimer in these terms, Ship24 makes no warranties regarding the accuracy and integrity of the information provided by the authorized carriers, or that the information will be communicated to you in a timely and/or complete manner.

11. PAYMENTS, INVOICING AND CANCELLATIONS

11.1 Invoicing: Ship24 will issue invoices on a monthly basis. The invoices will include the monthly fee for the upcoming month and any overage from the previous month.

11.2 Taxes: The fees and charges do not include any taxes, levies, duties, or similar governmental assessments, including value-added, sales, use, or withholding taxes assessable by any local, state, provincial, or foreign jurisdiction (collectively "taxes"). The user agrees to pay the applicable direct or indirect taxes associated with their purchases under these terms, which, to the extent Ship24 is legally required to collect them, will be itemized on the Ship24 invoice. If the user has an obligation to withhold any amounts under any law or tax regime (other than U.S. income tax law), they will gross up the payments so that Ship24 receives the amount quoted and invoiced. If Ship24 has the legal obligation to pay or collect taxes for which the user is responsible under this section, the appropriate amount will be invoiced and paid by the user, unless, prior to the invoice date, the user provides Ship24 with a valid tax exemption certificate authorized by the appropriate taxing authority or other acceptable documentation as agreed upon by Ship24. Ship24 reserves the right to issue a supplemental bill for any taxes not fully collected due to an error, and the user agrees to pay any such supplemental bill issued by Ship24.

11.3 Credit Card payment: If the user pays by credit card, the service provides an interface for the account owner to enter or update their credit card information. The user will receive a receipt for each confirmed payment. If the user pays by credit card, they agree that Ship24 will use a third-party intermediary to handle credit card processing (Stripe or other services).

11.4 Bank transfer payment: If the user pays by bank transfer, Ship24 will charge an extra 100 USD per month on top of the service plan fees and potential overage to cover the cost of the manual processing. Ship24 prefers credit card payment for simplified billing and automatic charging.

12. SERVICE CANCELLATION AND CHARGES

12.1 To cancel, users can go to their user account page and follow the instructions for cancellation. If a user cancels their service plan, their limited right to access and use the portion of the service consistent with the service plan will automatically end at the end of the current billing period. Unless the user cancels their service plan before the billing date, they authorize Ship24 to charge the applicable service plan fee for the next billing cycle to the payment method on file. The user can cancel their service plan at any time and will continue to have access to the service through the end of the current billing period.

12.2 No refund. Payments are non-refundable, and Ship24 does not issue refunds or credits for any partial subscription periods or unused Ship24 services.

12.3 Changes to the Price and Service Plan. Ship24 may change service plans, including but not limited to price, features, and options, from time to time. Any price changes or changes to your service plan will take effect no earlier than 30 days after notice is provided to you.

13. CONTRACT TERMINATION

Ship24 reserves the right in its sole discretion to terminate Your Account, delete Your profile and any of Your Data and restrict Your use of all or any part of the Service for any or no reason, without notice, and without liability to you or anyone else. If User does not log in to the Account for 12 or more months, Ship24 may treat the Account as "inactive" and permanently delete the Account, Your Data and any other data associated with it. Ship24 reserves the right to block users from certain IP addresses or device numbers and prevent access to the Service. Your license terminates immediately if You attempt to circumvent any technical protection measures used in connection with the Service or You otherwise use the Service in breach of these Terms of Use.

We may suspend or terminate your use of the Service if you are not complying with these Terms, the Documentation, or if you use the Services in any way that could cause us legal liability or disrupt others’ use of the Services.

14. WARRANTY DISCLAIMER

You agree that the use of the service is entirely at your own risk. The service is provided "as is" and "as available" without any warranties of any kind. All warranties, express and implied, including, but not limited to, warranties of merchantability, fitness for a particular purpose, and non-infringement, are expressly disclaimed to the fullest extent permitted by law. To the fullest extent permitted by law, the released parties disclaim any warranties for the security, reliability, timeliness, accuracy, and performance of the service. To the fullest extent permitted by law, the released parties disclaim any warranties for third-party services or goods received through the service or any links on the service. To the fullest extent permitted by law, the released parties disclaim any warranties for viruses or other harmful components in connection with the service.

The released parties will have no liability for, but not exclusively: (a) errors, mistakes, or inaccuracies of content; (b) personal injury or property damage resulting from your access to or use of the service; (c) any unauthorized access to or use of Ship24 servers or personal or financial information; (d) any interruption of transmission to or from the service; (e) any computer viruses or malicious code transmitted on or through the service; or (f) any loss or damage of any kind incurred as a result of the use of any content or functionality posted, emailed, transmitted, or otherwise made available on or through the service.

The released parties do not warrant, endorse, guarantee, or assume responsibility for any third-party service or third-party product recommended, advertised, offered on or through, integrated in or connected to the service or any linked website.

You understand and agree that any material or information downloaded or otherwise obtained through the use of the service is done at your own risk and that you will be solely responsible for any damage arising from doing so. No advice or information, whether oral or written, obtained by you from Ship24 or through the service will create any warranty not expressly made in these terms of use.

Some jurisdictions do not allow the exclusion of certain warranties, so some or all of the foregoing disclaimers may not apply to you.

15. LIMITATION OF LIABILITY

To the fullest extent permitted by applicable law, the released parties shall not be liable for any indirect, incidental, special, consequential, punitive, or exemplary damages arising from any aspect of your use of the service, whether the damages arise from the use or misuse of the service, the inability to use the service, or the interruption, suspension, modification, alteration, or termination of the service. This limitation shall also apply to damages incurred from the receipt of third-party services through the service or any links on the service, and to damages from information received through the service or any links on the service. These limitations shall apply to the fullest extent permitted by law.

Notwithstanding anything to the contrary in these terms, Ship24's total liability to you under these terms, whether in contract, tort (including negligence), strict liability, or otherwise, shall not exceed the price paid by you during the twelve (12) months immediately preceding the first event giving rise to any claim for damages.

Nothing in these terms shall limit or exclude either party's liability for (i) death or bodily injury caused by its negligence, (ii) fraud, or (iii) any other liability that, by law, cannot be limited or excluded. Some jurisdictions do not allow the limitation of incidental or consequential damages, so this limitation may not apply to you.

16. INDEMNITY OF SHIP24

By using the service, you agree to indemnify and hold the released parties harmless from any and all actions, demands, liabilities, claims, damages, losses, penalties, fines, and expenses (including, but not exclusively, attorneys' fees and court costs) made by any third party due to, arising out of, resulting from, or in connection with: (A) any information (including your own data or any other data) that you or anyone using your account submits, posts, or transmits through the service; (B) the use of the service or third-party services by you or anyone using your account; (C) the violation of these terms of use by you or anyone using your account; or (D) the violation of any third party's rights, including intellectual property or personal data rights, by you or anyone using your account.

In the event of a claim, each party will provide reasonable cooperation to the other party at the user's sole cost and expense in defending and settling the claim. Upon written request, the user will be given sole authority to defend or settle the claim, provided that the user keeps Ship24 informed of the progress of the defence or settlement and does not compromise or settle the claim without unconditionally releasing each released party and each Ship24 service provider of all liability in respect of the claim.

17. FORCE MAJEURE

Except in relation to obligations to make payments under these Terms, no Party shall be held liable for any delay or failure in performance of any provision of these Terms if, based on evidence provided by the non-performing Party to the other Party, such performance is delayed or prevented by Force Majeure.

18. APPLICABLE LAW AND JURISDICTION

18.1 These terms of use will be governed by and construed in accordance with the laws of Hong Kong, without giving effect to any conflict of laws rules or provisions. The service is operated from Hong Kong.

18.2 The laws of the country where you reside may also apply to the information available on the service. Access to the service and its information is prohibited in countries where it is illegal.

18.3 The parties irrevocably and unconditionally submit to the exclusive jurisdiction of the courts of Hong Kong for any dispute or claim arising out of or in connection with these terms of service. The United Nations Convention on Contracts for the International Sale of Goods does not apply to these terms of service and is hereby expressly excluded.

19. GENERAL

19.1 Severability. If any provision in the Terms of Use is held invalid, the remainder of the Terms of Use shall continue to be enforceable. If any provision in the Terms of Use is deemed unlawful, void or unenforceable, then that provision is deemed severable from the Terms of Use and the remaining provisions are still valid and enforceable.

19.2 Assignment. User will not assign or otherwise transfer this Agreement, in whole or in part, without Ship24’s prior written consent. Any attempted assignment, delegation, or transfer in violation hereof will be null and void and will constitute an incurable material breach of this Agreement. Ship24 may assign this Agreement, in whole or in part.

19.3 No Waiver. Any waiver of any breach or default by either Party will not constitute a waiver of any other right or any subsequent breach or default. Failure or delay by either Party to enforce any provision of this Agreement will not be deemed a waiver of future enforcement of that or any other provision.

19.4 Independent Contractor. Each Party is an independent contractor in the performance of each and every part of this Agreement and the Parties do not intend to enter into any joint venture, partnership, employee-employer relationship or the like. There are no third party beneficiaries to the Agreement.

19.5 Scope of the Agreement. Each of the Parties acknowledges that it is not entering into this Agreement in reliance upon any representation, warranty, collateral contract or other assurance (except those set out in this Agreement and the documents referred to in it) made by or on behalf of any other Party before the execution of this Agreement. Each of the Parties waives all rights and remedies which, but for this clause, might otherwise be available to it in respect to any such representation, warranty, collateral contract or other assurance, provided that nothing in this clause shall limit or exclude any liability for fraud.

19.6 Singular/Plural. Unless the context otherwise requires, words in the singular
include the plural and words in the plural include the singular.

19.7 Entire Agreement. This Agreement supersedes all prior and contemporaneous proposals, statements, sales materials or presentations, and agreements, both oral and written and contains the entire understanding of the Parties on the subject matter hereof.