PLEASE READ THIS PROJECT-SPECIFIC AGREEMENT CAREFULLY BEFORE ACCEPTING. UPON YOUR ACCEPTANCE HEREOF, THIS SHALL BE A LEGALLY BINDING AGREEMENT.
IF YOU DO NOT AGREE TO THESE TERMS, DO NOT CLICK TO INDICATE YOUR ACCEPTANCE, AND DO NOT USE ANY PROJECT SERVICE.
This legal agreement is referred to below as the Project-Specific Agreement or “PSA.” This PSA shall be effective as of the date you (sometimes referred to herein as “Merchant”) click to indicate your acceptance hereof (the “PSA Effective Date”). This PSA is an addendum to the Terms of Service Agreement set forth at https://www.shipstation.com/terms-of-service/ (as the same may be amended from time to time, the “TSA”), to which you have previously agreed, which is an agreement by and between Auctane LLC, d/b/a ShipStation (“ShipStation”) a Texas limited liability company with principal offices at 4301 Bull Creek Rd Austin, TX 78731 and Merchant. ShipStation and Merchant will collectively be referred to in this PSA as the “Parties”.
This PSA is a Project-Specific Agreement under the TSA and is intended to supplement the TSA. The terms and conditions of the TSA are incorporated herein by reference and such TSA remains in full force and effect, except as expressly modified hereby. Without limiting the foregoing, among other things, the TSA provides that, with limited exceptions, ShipStation and Merchant have agreed to resolve all disputes through BINDING ARBITRATION.
ARBITRATION MEANS THAT MERCHANT AND SHIPSTATION ARE EACH WAIVING THE RIGHT TO A JURY TRIAL AND TO PARTICIPATE IN A CLASS ACTION.
NOW, THEREFORE, in consideration of the mutual promises contained in this PSA, the Parties agree as follows:
The Merchant hereby engages ShipStation to provide the Merchant with the following selected service (the “Project Service”) as defined in Attachment A, which is incorporated by reference herein:
ShipStation Salesforce Integration
The term of this PSA (the “Term”) will begin on the date of this PSA and will remain in full force and effect until the completion of the Project Service, subject to earlier termination as provided in this PSA but not to exceed 90 days. The Term may be extended with the written consent of both Parties.
The Merchant will be charged the total fee of the associated selected Project Service to the credit card on file upon execution of the PSA.
The Compensation as stated in this PSA does not include sales tax, or other applicable duties as may be required by law. Any sales tax and duties required by law will be charged to the Merchant in addition to the Compensation
ShipStation will be reimbursed from time to time for reasonable and necessary expenses incurred by ShipStation in connection with providing the Project Service.
All expenses must be pre-approved by the Merchant.
Confidential information (the “Confidential Information”) refers to any data or information relating to the Merchant, whether business or personal, which would reasonably be considered to be private or proprietary to the Merchant and that is not generally known and where the release of that Confidential Information could reasonably be expected to cause harm to the Merchant. Notwithstanding the foregoing, “Confidential Information” shall not include information that (i) is or becomes publicly known or publicly available or otherwise in the public domain through no act of ShipStation; (ii) is already known to, or in the possession of, ShipStation or its affiliate at the time of the disclosure; (iii) is independently developed by ShipStation or its affiliate, without the use of Merchant’s Confidential Information; or (iv) is received by ShipStation or its affiliate from a third party under no obligation of confidentiality to Merchant.
ShipStation agrees that they will not disclose, divulge, reveal, report or use, for any purpose other than the performance of this PSA and the provision of Project Services to Merchant, any Confidential Information which ShipStation has obtained, except as authorized by Merchant or as required by law. The obligations of confidentiality will apply during the Term and will survive for up to one year upon termination of this Agreement.
All written and oral information and material disclosed or provided by the Merchant to ShipStation under this PSA may be Confidential Information regardless of whether it was provided before or after the date of this Agreement or how it was provided to ShipStation.
ShipStation may, at its sole discretion, engage a third party subcontractor to perform some or all of the obligations of ShipStation under this PSA and the Merchant will not hire or engage any third parties to assist with Merchant’s obligations under this PSA.
In the event that ShipStation hires a subcontractor:
Except to the extent paid in settlement from any applicable insurance policies, and to the extent permitted by applicable law, each Party agrees to indemnify and hold harmless the other Party, and its respective affiliates, officers, agents, employees, and permitted successors and assigns against any and all claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees and costs of any kind or amount whatsoever, which result from or arise out of any act or omission of the indemnifying party in performing or receiving the Project Services under this PSA. This indemnification will survive the termination of this PSA.
In the event that any of the provisions of this PSA are held to be invalid or unenforceable in whole or in part, all other provisions will nevertheless continue to be valid and enforceable with the invalid or unenforceable parts severed from the remainder of this PSA.
ShipStation Salesforce Integration Bundle