SPS Commerce Carrier Service – Small Parcel Terms and Conditions

Thank you for choosing to use the SPS Commerce, Inc (“SPS”) Carrier Service – Small Parcel solution (the “Solution”).

By accessing the Solution, you are agreeing to be bound by, and comply with, these Small Parcel Terms and Conditions (the “Solution Terms”). These Solution Terms are incorporated into the existing agreement for services, such as a Scope and Proposal, between you and SPS (the “Other Terms). Your use of the Solution is governed by both the Solution Terms and the Other Terms (together, the “Agreement”).

1. Registration.
   1. Accepting the Solution Terms. You may not use the Solution and may not accept the Solution Terms if (a) you are not of legal age to form a binding contract with SPS, or (b) you are a person barred from using the Solution under the applicable laws of the United States or other countries including the country in which you are resident or from which you use the Solution.
   2. Entity Level Acceptance. If you are using the Solution on behalf of an entity, you represent and warrant that you have authority to bind that entity to the Solution Terms and by accepting the Solution Terms, you are doing so on behalf of that entity (and all references to “you” in the Solution Terms refer to that entity).
   3. Registration. In order to access the Solution, you may be required to provide certain information (such as identification or contact details, address details, carrier account details, etc.) as part of the registration process for the Solution, or as part of your continued use of the Solution. You agree that all registration or other information you give to SPS will always be accurate and up to date and you will inform us promptly via https://www.spscommerce.com/customer-support/support/ of any updates.

2. Using the Solution
   1. Compliance with Law and Third-Party Rights. You will comply with all applicable law, regulation, and third-party rights (including without limitation, all carrier terms, conditions and rules in the handling and shipment of packages and orders). You will not use the Solution to encourage or promote illegal activity or violation of third-party rights. You will not violate any other terms of service with SPS (or its affiliates) or any order source, carrier, fulfillment provider, vendor, licensor, network provider or other third party supporting the Solution or through which you use, access or connect to, directly or indirectly, in connection with the Solution (“Third Party Providers”).
   2. Permitted Access. You will only access (or attempt to access) the Solution by the means described in the setup and user documentation. If SPS assigns you credentials to the Solution, you must use them with the applicable Solution feature only. You will not misrepresent or mask either your identity or your credentialed identity when using the Solution.
   3. Solution Limitations. SPS may, now or in the future, set and enforce limits on your use of the Solutions (e.g., limiting the number of requests that you may make), in our sole discretion. You agree to, and will not attempt to circumvent, such limitations. If you would like to use any Solution beyond such limits, you must obtain SPS’s express consent in writing (and SPS may decline such request in its sole discretion or condition acceptance on your agreement to additional terms and/or charges for that use).
   4. Third-Party Connections. The Solution may access Third Party Provider connections to complete a request or otherwise use the Solution. Third Party Providers connections and services may require their own separate agreements with you, such agreements are not governed by the Solution Terms, and SPS makes no representation of performance for by such providers.
   5. Communication with SPS. We may send you certain communications in connection with your use of the Solution and you expressly agree to receive these communications in connection with your use of the Solution.
   6. Feedback. If you provide feedback or suggestions about the Solution, then we may use such information without obligation to you.
   7. Non-Exclusivity. You acknowledge that your access and use of the Solution is non-exclusive.
   8. Suspend Access. SPS may suspend access to the Solution without notice if we reasonably believe you are not complying with the Solution Terms, or we have an obligation to any Third Party Provider to suspend such access.
   9. Ownership. Through your access or use of the Solution you do not acquire ownership of any rights in the Solution. As between you and SPS, SPS and its licensors exclusively own all rights, title, and interest in the patents, copyrights (including rights in derivative works), moral rights, rights of publicity, trademarks or service marks, logos and designs, trade secrets, and other intellectual property embodied by, or contained in the Solution (including any content) or any copies thereof (collectively, “Solution IP”). Solution IP is protected by copyright, trade secret, patent, and other intellectual property laws, and all rights in Solution IP not expressly granted to you in the Solution Terms are reserved.
   10. Privacy. You will comply with all applicable privacy laws and regulations including those applying to personally identifiable information.
3. Prohibitions and Confidentiality
   1. Solution Prohibitions. When using the Solution, you may not (or allow those acting on your behalf to):
   • • Sublicense the Solution, in whole or in part, for use by a third party. You will not create a solution that functions substantially the same as the Solution and offer it for use by third parties.
     • Perform an action with the intent or effect of introducing to the Solution or any other SPS products and services any viruses, worms, defects, Trojan horses, malware, or any links or items of a destructive nature.
     • Defame, abuse, harass, stalk, or threaten others.
     • Interfere with or disrupt the Solution or the servers, connections or networks providing the Solution.
     • Reverse engineer or attempt to extract the source code from the Solution or any related software, except to the extent that this restriction is expressly prohibited by applicable law.
     • Remove, obscure, or alter any SPS or Third Party Provider terms of service or any links to or notices of those terms.
     • Unless otherwise specified in writing by SPS, SPS does not intend use of the Solution to create obligations under the Health Insurance Portability and Accountability Act, as amended (“HIPAA”), and makes no representations that the Solution satisfies HIPAA requirements. If you are (or become) a “covered entity” or “business associate” as defined in HIPAA, you will not use the Solution for any purpose or in any manner involving transmitting protected health information to SPS unless you have received prior written consent to such use from SPS.
     • Use the Solution to test or analyze another (current or future) solution or software product.
     • Confidential Matters.

Solution credentials (such as passwords, keys, and client IDs) are intended to be used by you only to access and use the Solution as intended. You will keep all such credentials confidential and take all necessary measures to prevent others from using your credentials.

The Solution, including communications to you may contain SPS confidential information. SPS confidential information includes any materials, communications, and information that are marked confidential or that would reasonably be considered confidential under the circumstances and includes confidential information of Third Party Providers. If you receive any such information, then you will not disclose it to any third party without SPS’s prior written consent. SPS confidential information does not include information that you independently developed, that was rightfully given to you by a third party without confidentiality obligation, or that becomes public through no fault of your own. You may disclose SPS confidential information when compelled to do so by law if you provide us reasonable prior notice, unless a court orders that we not receive notice.

4. Content
   1. Content Accessible Through the Solution. The Solution contains Third Party Provider content (such as order information, tracking data, or other information provided by Third Party Providers). This content may change through action of SPS or through actions, rules and requirements of Third Party Providers. Content accessible through the Solution may be subject to intellectual property rights, and, if so, you may not use it unless you are licensed to do so by the owner of that content or are otherwise permitted by law. Your access to the content provided by the Solution may be restricted, limited, filtered or monitored in accordance with applicable law, regulation, and policy.
   2. Submission of Content. Certain content you submit through the Solution may be shared with Third Party Providers (for example, to carriers, as it relates to shipping and services related to shipping transactions). SPS does not acquire any ownership of any intellectual property rights in the content that you submit to the Solution, except as expressly provided in the Solution Terms. For the purpose of enabling SPS to provide, secure, and improve the Solution (and the related service(s)), you hereby grant SPS a perpetual, irrevocable, worldwide, sublicensable, royalty-free, and non-exclusive license to Use and sublicense any content you submit, post, or display to, in or from the Solution. “Use” means use, host, store, modify, communicate, and publish. Before you submit content to the Solution, you will ensure that you have the necessary rights (including the necessary rights from your third party providers) to grant us the license.
   3. Prohibitions on Content. Unless compelled by applicable law, you are not permitted to do the following with any Solution content you access or used:

• • • Scrape, build databases, or otherwise create permanent copies of such content, or keep cached copies longer than permitted by the cache header;
    • Copy, translate, modify, create a derivative work of, sell, lease, lend, convey, distribute, publicly display, or sublicense to any third party;
    • Misrepresent the source or ownership; or
    • Remove, obscure, or alter any copyright, trademark, or other proprietary rights notices, or falsify or delete any author attributions, legal notices, or other labels of the origin or source of any such content.

5. Branding Items; Attribution
   1. Branding Items. “Branding Items” is defined as the trade names, trademarks, service marks, logos, domain names, and other distinctive Branding Items of each party. Except where expressly stated, the Solution Terms do not grant either party any right, title, or interest in or to the other party’s Branding Items. All use by you of SPS’s Branding Items (including any goodwill associated therewith) will inure to the benefit of SPS.
   2. Attribution. You agree to display any attribution(s) required by SPS or Third Party Providers appearing in any SPS or Third Party Provider content.
   3. Publicity. You will not make any statement regarding your use of the Solution which suggests partnership with, sponsorship by, or endorsement by SPS without SPS’s prior written approval.

6. Privacy

SPS Privacy Policy. By using the Solution, SPS may use submitted information in accordance with the Solution Terms and SPS’s applicable privacy policy.

7. Term and Termination
   1. Term. The term of your commitment to purchase the Solution and termination provision applicable to the Solution are set forth in the Other Terms.
   2. Your Obligations Post-Termination. Upon any termination of the Solution Terms or discontinuation of your access to the Solution, you will immediately stop using the Solution, cease all use of the Solution credentials and SPS Branding Items, and delete any cached or stored content that was permitted by the Solution. SPS may independently communicate with any account user associated with your Solution access credentials to provide notice of the foregoing.
   3. Surviving Provisions. When the Solution Terms come to an end, those terms that by their nature are intended to continue indefinitely will continue to apply, including but not limited to: Sections 4c, 3b, 4, 7, 8, 9, 10 and 11.
8. Liability for the Solution
   1. WARRANTIES. NEITHER SPS NOR THIRD PARTY PROVIDER SMAKE ANY SPECIFIC PROMISES ABOUT THE SOLUTION. FOR EXAMPLE, WE DO NOT MAKE ANY COMMITMENTS ABOUT THE CONTENT ACCESSED THROUGH THE SOLUTION, THE SPECIFIC FUNCTIONS OF THE SOLUTION, OR THEIR RELIABILITY, AVAILABILITY, OR ABILITY TO MEET YOUR NEEDS. WE PROVIDE THE SOLUTION AND ANY RELATED SERVICES “AS IS”.SOME JURISDICTIONS PROVIDE FOR CERTAIN WARRANTIES, LIKE THE IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. EXCEPT AS EXPRESSLY PROVIDED FOR IN THE SOLUTION TERMS, TO THE EXTENT PERMITTED BY LAW, WE DISCLAIM AND EXCLUDE ALL WARRANTIES, GUARANTEES, CONDITIONS, REPRESENTATIONS, AND UNDERTAKINGS.
   2. LIMITATION OF LIABILITY. SPS, AND THIRD PARTY PROVIDERS, WILL NOT BE RESPONSIBLE FOR LOST PROFITS, REVENUES, OR DATA; FINANCIAL LOSSES; OR INDIRECT, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES.THE AGGREGATE JOINT AND SEVERAL LIABILITY OF SPS, AND THIRD PARTY PROVIDERS , FOR ANY CLAIM UNDER THE SOLUTION TERMS, INCLUDING FOR ANY IMPLIED WARRANTIES, IS LIMITED TO THE AMOUNT YOU PAID SPS TO USE THE SOLUTION (OR, IF WE CHOOSE, TO SUPPLYING YOU THE SOLUTION AGAIN), EXCLUDING ANY VARIABLE TRANSACTION COSTS, SUCH AS AMOUNTS PAID TO US OR TO THIRD PARTY PROVIDERS FOR SHIPPING COSTS, DURING THE SIX MONTHS PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY.
   3. Indemnification. Unless prohibited by applicable law, you will defend and indemnify SPS, and its affiliates, directors, officers, employees, and users, against all liabilities, damages, losses, costs, fees (including legal fees), and expenses relating to any allegation or third-party legal proceeding to the extent arising from:

• • • your use or misuse of the Solution;
    • your violation of the Solution Terms; or
    • any content or data routed into or used with the Solution by you or those acting on your behalf.

9. Third Party Carriers and Partners

You agree to be bound by the terms and conditions of each Third Party Provider accessed through the Solution, and you must accept such terms and conditions prior to using such Third Party Provider’s services through the Solution, whether or not we present such terms and conditions to you directly. Please note that each Third Party Provider may change its terms and conditions within its sole discretion, and we strongly suggest that you visit each Third Party Provider’s website regularly, to familiarize yourself with its individual terms and conditions, as well as any potential changes, prior to using each service. If you fail to comply with the Third Party Provider’s terms and conditions, you may be directly liable to such third party for such noncompliance.

10. Postal Postage Account Requirements

By and as a result of accepting the Solution Terms, you are also entering into an Agreement with the United States Postal Service (“USPS”) in accordance with the Domestic Mail Manual (DMM) 604.4, Postage Payment Methods, Postage Meters and PC Postage Products (Postage Evidencing Systems or “PES”), if applicable. You accept responsibility for control and use of your account and the PES printed therefrom. To the extent applicable, you agree and certify that: (i) you will comply with all laws and regulations applicable to USPS services, including, without limitation, the provisions of the Domestic Mail Manual and the International Mail Manual, (ii) you do not owe any money to the USPS and you are not a controlling member or officer of an entity that owes money to the USPS, and (iii) you authorize SPS to disclose your personal information to the USPS and such other information retained by SPS that may enable the USPS to collect debts owed to it.

If applicable, you acknowledge that you have read the Domestic Mail Manual 604.4, Postage Payment Methods, Postage Meters and PC Postage Products (Postage Evidencing Systems) and agree to abide by all rules and regulations governing its use.

Failure to comply with the rules and regulations contained in the DMM or use of the PES in any fraudulent or unlawful scheme or enterprise may result in suspension of your access to the Solution and/or termination of the Solution Terms.

You further understand that the rules and regulations regarding the use of the PES as documented in the DMM may be updated from time to time by the USPS and it is your obligation to remain up to date on the rules and regulations and to comply with any current and future rules and regulations regarding its use.

You acknowledge, agree, and warrant that: (1) you bear full responsibility and liability for obtaining authorization to reproduce and otherwise use the image printed by a postage evidencing system as proposed (including, without limitation, any trademarks, slogans, likenesses or copyrighted material contained in the image); (2) you in fact have the legal authority to reproduce and otherwise use the image as proposed; and (3) you understand that images or other matter is not provided, approved, or endorsed in any way by the Postal Service.

11. General Provisions
    1. Modification. We may modify the Solution Terms or any portion to, for example, reflect changes to the law or changes to the Solution. You should look at the Solution Terms regularly. We will post notice of modifications to the Solution Terms to this website. Changes will not apply retroactively and will become effective no sooner than 30 days after they are posted, unless the change addresses a new function or a legally required change, in which case such changes will be effective immediately. If you do not agree to the modified Solution Terms, you should discontinue your use of the Solution. Your continued use of the Solution constitutes your acceptance of the modified Solution Terms.
    2. General Legal Terms. We each agree to contract in the English language. If we provide a translation of the Solution Terms, we do so for your convenience only and the English Terms will solely govern our relationship. The Solution Terms do not create any third party beneficiary rights or any agency, partnership, or joint venture. Nothing in the Solution Terms will limit either party’s ability to seek injunctive relief. We are not liable for failure or delay in performance to the extent caused by circumstances beyond our reasonable control. If you do not comply with the Solution Terms, and SPS does not take action right away, this does not mean that SPS is giving up any rights that it may have (such as taking action in the future). If it turns out that a particular term is not enforceable, this will not affect any other terms. The Solution Terms and the Other Terms are the entire agreement between you and SPS relating to the Solution and supersede any prior or contemporaneous agreements on that subject. In the event of conflict between the Solution Terms and the Other Terms, the relevant provision in the Other Terms will govern.For information about how to contact SPS, please visit https://www.spscommerce.com/customer-support/support/.
    3. Sales and Value Added Taxes. If required by applicable law, sales / value added tax (VAT) is charged/collected purchases. You are responsible for the payment of all sales, use, VAT, or other taxes owed on products or taxable items utilized regardless of whether such taxes are charged or collected by SPS at the time of purchase or invoicing.