Master Subscription Agreement

Last Updated: December 8, 2022

THIS AGREEMENT IS A BINDING CONTRACT AND GOVERNS YOUR ACCESS TO AND USE OF THE SERVICES IN CONNECTION WITH EITHER A PAID SUBSCRIPTION OR A FREE TRIAL FOR THE SERVICES.

By accepting or using a Service, or by authorizing or permitting any User to access or use a Service, You agree to be governed by the terms of this Agreement as of the date of such access or use (the "Effective Date"). If You are entering into this Agreement on behalf of a company, organization, or other legal entity (an "Entity"), You are agreeing to this Agreement for that Entity and representing to Shipber that You have the authority to bind such Entity and its Affiliates to this Agreement. In this case, the terms "Subscriber," "You," and "Your" refer to such Entity and its Affiliates. If You do not have such power or do not agree with the terms of this Agreement, you may not use the Services or allow their use. Subscriber and Shipber are referred to individually as "Parties" and collectively as "Parties" for purposes of this Agreement.

This Agreement establishes the terms and conditions under which Subscriber acquires Shipber's Services as detailed in a Service Order, Statement of Work, or other document signed or accepted by You.

In the event of any discrepancy or dispute between the Master Subscription Agreement and the terms of any Service Order or Statement of Work, the Service Order or Statement of Work provisions shall govern. The non-English versions of this Agreement are offered only for your convenience. In cases of uncertainty or disagreement between translations, the English version shall prevail.

GENERAL TERMS AND CONDITIONS

SECTION 1. ACCESS TO THE SERVICES

1.1 Service. We shall provide You with access to the Services and Your Service Data in accordance with this Agreement, the appropriate Service Order(s), and the Documentation, and in accordance with Your Service Plan. We will use commercially reasonable efforts to make the Services accessible twenty-four (24) hours per day, seven (7) days per week, with the exception of (a) Planned Downtime (of which We will provide early notice via Our Site or to the Account owner) and (b) Force Majeure Events.

1.2 Modifications. During the Subscription Term, you accept that Shipber may modify the features and functionality of the Services. Shipber will give you thirty (30) days' notice prior to deprecating any material feature or functionality. During the Subscription Term, Shipber will not decrease the overall capability of the bought Services.

1.3 Service Duration. While Shipber has the right to terminate Your Account for non-use, non-payment, or violation of these terms and conditions. In general, all Shipber user accounts remain everlasting unless and until the user cancels the account. In the event of account reactivation following account cancellation, Shipber may retain some account settings and information for a period of time. The length of time Shipber retains account information is at Shipber’s exclusive discretion.

1.4 Support. We will offer You standard customer assistance for the Services, as stated on the appropriate Site and Documentation, at no additional cost.

1.5 API Service. Shipber may, at its sole discretion, make an API (Application Programming Interface) available to Subscriber. Subscriber get API access to their Shipber Account data. Any use of the API, including use via a third-party product that utilizes Shipber, is subject to the Terms and the Terms of Service.

1.6 Additional Features. Before You activate any Additional Features, We will inform you of any applicable Supplemental Terms or alternative terms and conditions. The activation of any Additional Features in Your Account constitutes acceptance of the applicable Supplemental Terms or alternative terms and conditions, as applicable.

SECTION 2. USE OF THE SERVICES

2.1 Use of Site. This Site, any part of this Site, and any contents made available by Shipber through the Site may not be duplicated, copied, sold, resold, or used for any other commercial purpose unless Shipber has specifically authorized it. In its sole discretion, Shipber reserves the right to reject service, terminate Accounts, and/or cancel orders, including, without limitation, where it thinks that a user's actions are illegal or detrimental to the Shipber’s interests. It is expressly forbidden to utilize material or descriptions, create derivative works using this website or its contents, or use data mining, robots, or other similar data collecting and extracting methods. The user is not permitted to frame any part of the website or any of its contents. You acknowledge that by using this Site, you will abide by all relevant laws and rules, including U.S. export and re-export control laws and rules.

2.2 Compliance. As between You and Shipber, You are responsible for Members' and Clients' compliance with the terms of this Agreement and for all activities that occur under Your Account, which Shipber may check at any time. Without limiting the above, You will ensure that Your use of the Services complies with all applicable laws and regulations, as well as all Privacy Policy , agreements, and other responsibilities that You may maintain or enter into with Members or Clients.

2.3 Internal Business Purposes Only. You may not use the Services as a service bureau or to provide outsourced business process services on behalf of more than one (1) third party (other than Affiliates) through a single Account, unless expressly authorized by Shipber in this Agreement or expressly agreed to otherwise in writing by Shipber. This provision is not intended to prevent or inhibit the use of the Services to provide business support to multiple Clients; however, You agree not to license, sublicense, sell, outsource, rent, lease, transfer, assign, distribute, time-share, or otherwise commercially exploit or resell the Services to any third party, other than authorized Members and Agents in furtherance of Your internal business purposes as expressly permitted by this Agreement, unless expressly permitted by Shipber. Your right to access and use the API is also subject to the limits and policies adopted by Shipber from time to time with regard to the API, as set forth in the Documentation or otherwise communicated to You in accordance with this Agreement.

2.4 No Competitive Access. You may not access the Services for competitive purposes or if you are a Shipber competitor.

SECTION 3. BILLING, PLAN MODIFICATIONS, AND PAYMENTS

3.1 Unless otherwise set forth in this Agreement, a Service Order, a Statement of Work, or Supplemental Terms, or as otherwise agreed for Usage Charges, all Subscription Charges are due in full upon the commencement of Your Subscription Term, or with respect to a Deployed Associated Service, upon the purchase, subscription, or deployment of such Deployed Associated Service. You agree to update your Account information promptly if it changes (for example, a change in Your billing address or credit card expiration date). In addition to Our other remedies, We may suspend access to and use of the Services by You, Your Members, and Your Clients if You fail to pay Your Subscription Charges or any other charges specified on any Service Order or Statement of Work, or in Supplemental Terms by the due date, or if You fail to update payment information upon Our request. Unless indicated otherwise, all Subscription Fees are displayed in US dollars. You authorize us, either directly or via our payment processing service or our affiliates, to charge Your chosen payment method for the Subscription Fees on the due date. The Subscription Fees are non-cancellable and non-refundable, unless otherwise specifically stated below. We retain the right to modify the Subscription Fees at any time, with notification to the Customer, if such a modification may influence the renewal of the Customer's current subscriptions. In the event that we are unable to collect the charge owed by You, we may, at our sole discretion (but are not required to), reattempt collection at a later date.

3.2 Upgrading or Downgrading. We may provide tiered Accounts with varying degrees of features, allowing you to upgrade or downgrade the benefits associated with Your Shipber Account. You are responsible for all the information in the Account as well as any data loss brought on by a downgrade of the Service if it happens. You ought to back up and download Your Account data before requesting a service downgrade.

3.3 Method of Payment. Shipber accepts Visa, MasterCard, American Express, Discover, and ACH Direct Debit at this time. The acceptable payment methods may be altered at any moment. When registering, you must provide accurate information (such as the address and phone number the payment credit card issuer has on file for you). Inaccurate information may result in service initiation delays. This includes credit card and/or bank account details. Please note that Shipber may get updated information about Your payment card account, debit card account, or bank account from Your financial institution, and by agreeing to these terms, you consent to such updates. For example, Shipber may receive updated card expiration date or account number information. Shipber may verify the validity of Your payment card for the service costs connected with Your Service Plan during Account registration.

3.4 Taxes. Unless otherwise specified, our prices do not include Taxes. You are responsible for paying all Taxes assessed on Your subscription to the Services, excluding Taxes based on the Shipper's net revenue. You agree to pay such Taxes if billed, if we believe we are legally required to do so. We agree to exempt You from any taxes for which You provide a tax exemption certificate; provided, however, that no such exemption shall be extended to You if the relevant taxation authority notifies Us in writing that You do not qualify for the claimed exemption

SECTION 4. CANCELLATION AND TERMINATION

4.1 Term. Unless Your Account and Subscription to a Service are terminated in accordance with this Agreement or the applicable Service Order: (i) Your subscription to a Service will renew for a Subscription Term equivalent in length to the then-expiring Subscription Term; and (ii) the Subscription Charges applicable to any subsequent Subscription Term shall be Our standard Subscription Charges for the applicable Service Plan and Deployed Associated Services.

4.2 Cancellation. Either Party may terminate Your Account and membership to a Service at the conclusion of Your then-current Subscription Term by delivering notice in accordance with Section 16 of this Agreement at least thirty (30) days prior to the conclusion of such Subscription Term.

4.3 Mutual Termination for Cause. A Party may terminate this Agreement for cause I upon written notice to the other Party of a material breach that remains uncured thirty (30) days after receipt of such notice; or (ii) if the other Party becomes the subject of a bankruptcy petition or any other proceeding relating to insolvency, receivership, liquidation, or assignment for the benefit of creditors. Nevertheless, if You break this Agreement, We may terminate it instantly and without prior warning.

If You terminate this Agreement in accordance with this Section owing to Shipber's failure to remedy a material breach, we shall reimburse any prepaid payments for the remainder of the Subscription Term as of the date of termination.

You must pay any outstanding payments for the duration of the Subscription Term in accordance with any applicable Service Orders if We terminate this Agreement for Your material breach in accordance with this Section. In no event will Our termination for cause absolve You of the duty to pay any fees payable to Us for the period preceding termination.

4.4 Payment Upon Termination. If You terminate Your subscription to a Service or cancel Your Account prior to the end of Your then-current Subscription Term, or if We terminate or cancel Your Account pursuant to Section 4.3 , You must immediately pay any and all unpaid Subscription Charges associated with the remainder of such Subscription Term, in addition to any other amounts You may owe Shipber.

4.5 No Refunds. You will not receive any refunds or credits for Subscription Charges or other fees or payments if You terminate a Service subscription or Your Account prior to the end of a Subscription Term, except as provided in Section 4.3

SECTION 5. TEMPORARY SUSPENSION

We reserve the right to restrict functionalities or suspend the Services (or any part thereof), Your Account or Your and/or Members' or Clients' rights to access and use the Services and remove, disable or quarantine any Service Data or other content if (a) We have a good faith belief that You, Members or Clients have violated this Agreement; or (b) We suspect or detect any Malicious Software associated with Your Account or use of a Service by You, Members. We reserve the right to suspend Your account immediately if You violate this Agreement. Unless forbidden by law or compelled by law to take immediate action, We shall make commercially reasonable attempts to contact You by email prior to taking any of the aforementioned steps. We are not responsible to You, Members, Clients, or any other third party for any change, suspension, or termination of Your rights to access and use the Services. At Our sole discretion, We may report any suspected fraudulent, abusive, or illegal activity by You, Members, or Clients to police enforcement.

SECTION 6. NON-SHIPBER SERVICES

If You enable, access, or use Non-Shipber Services, Your access to and use of such Non-Shipber Services shall be governed solely by the terms and conditions applicable to such Non-Shipber Services. Shipber does not endorse, is not responsible or liable for, and makes no representations regarding any aspect of such Non-Shipber Services, including, without limitation, their content or the manner in which they handle, protect, manage, or Process data (including Service Data), as well as any interaction between You and the provider of such Non-Shipber Services. We cannot guarantee the continued availability of these Non-Shipber Service features and may disable access to them without refund, credit, or other compensation if, for example, the provider of a Non-Shipber Service ceases to make the Non-Shipber Service available for interoperation with the corresponding Service in a manner acceptable to Us. You renounce irrevocably any claims against Shipber regarding these Non-Shipber Services. We are not liable for any harm or loss caused or alleged to be caused by or in conjunction with Your enabling, accessing, or using such Non-Shipber Services, or Your reliance on their privacy practices, data security processes, or other policies. You may need to register for or log in to these Non-Shipber Services on their individual websites. By enabling any Non-Shipber Services, You expressly permit Shipber to share Your login information and Service Data to the provider of the Non-Shipber Service as required to facilitate the use or enabling of such Non-Shipber Services.

SECTION 7. FREE TRIALS

UNLESS YOU PURCHASE A SUBSCRIPTION TO THE SAME SERVICE AS COVERED BY THE TRIAL, PURCHASE THE RELEVANT SERVICE, OR EXPORT SUCH SERVICE DATA BEFORE THE END OF THE TRIAL, ANY SERVICE DATA ENTERED INTO A SERVICE AND ANY CONFIGURATIONS OR CUSTOMIZABLE MADE TO A SERVICE BY OR FOR YOU DURING YOUR FREE TRIAL WILL BE PERMANENTLY LOST. If You signup for a free trial on any of the Services, We shall make such Services accessible to You on a limited basis free of charge until the sooner of: (i)the expiration of the free trial term for which You signed up to use the applicable Service (s);(ii)the trial's termination by Us at Shipber sole discretion; or(iii)the beginning date of any subscription to such Service that You have paid for such Service (s). On the site for trial registration, there may be trial terms and restrictions. Any additional terms and conditions are officially and legally incorporated into this Agreement by reference. Before you make Your purchase, please examine the relevant Documentation during the trial period to become familiar with the features and capabilities of the Services under related Service Plans.

SECTION 8. INTELLECTUAL PROPERTY RIGHTS

8.1 Content Copyright. You agree that, except where expressly provided otherwise, the Terms and all applicable copyright, trademark, and other laws will govern Your use of all content on the Site and made available through the Services that are subject to copyrights, trademarks, and other intellectual and proprietary rights (collectively, "Rights"). It is completely forbidden to use the content on this website in any other way, including but not limited to copying, editing, transmitting, republicating, displaying, or performing it.

8.2 Trademarks. Shipber is the owner of the trademarks for Shipber and all associated brand names and domain names in the United States and/or other countries. Shipber’s trademarks and trade dress may not be utilized in connection with any product or service that is likely to cause confusion among Your consumers or that may be seen as disparaging to the Shipber business. All trademarks that are not owned by Shipber belong to their respective owners. You may not use, and nothing on the Site or in these terms confers, by implication, waiver, estoppel, or otherwise, any right to use, any trademark displayed on the Site without the prior written consent of Shipber or the owner of the such trademark, service mark, or logo.

8.3 Copyright Infringement. Shipber values others’ intellectual property. No violations of intellectual property rights will be accepted. Please notify Us at [email protected] if you find someone who has replicated Your work that violates Your copyright.

SECTION 9. REPRESENTATIONS, WARRANTIES, AND DISCLAIMERS

9.1 Warranties. Each Party represents and warrants to the other that: (i) this Agreement has been duly executed and delivered and constitutes a valid and binding agreement enforceable against such Party in accordance with its terms; (ii) no authorization or approval from any third party is required in connection with such Party’ execution, delivery, or performance of this Agreement; and (iii) the execution, delivery, and performance of this Agreement do not and will not violate the terms or conditions of any other agreement to which either Party is a party.

9.2 Shipber Warranties. During the applicable Subscription Term, We warrant that (i) this Agreement and the Documentation accurately describe the applicable administrative, physical, and technical safeguards for the protection of the security, confidentiality, and integrity of Service Data; and (ii) the Services will perform substantially in accordance with the applicable Documentation. The exclusive remedies for any breach of a warranty in this section are outlined in Section 4.3. The contained warranties do not apply to any misuse or unauthorized modification of the Services by You, Your Members, or Your Client.

9.3 Disclaimers. EXCEPT AS EXPRESSLY PROVIDED IN SECTION 9.2, THE SITES AND THE SERVICES, INCLUDING ALL SERVER AND NETWORK COMPONENTS, ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT ANY WARRANTIES OF ANY KIND, TO THE FULLEST EXTENT PERMITTED BY LAW, AND WE EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, YOU ACKNOWLEDGE THAT WE MAKE NO WARRANTY THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE, OR FREE OF VIRUSES OR OTHER MALICIOUS SOFTWARE, AND NO INFORMATION OR ADVICE OBTAINED BY YOU FROM US OR THROUGH THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT. When using this site, the services, or the software, Shipber is not responsible for any damages of any kind, including but not limited to direct, indirect, incidental, punitive, and consequential damages. NO UNINTERRUPTED OR ERROR-FREE SERVICE IS PROMISED OR GUARANTEED BY SHIPBER.

SECTION 10. LIMITATION OF LIABILITY

YOU CONSENT THAT THE SHIPBER'S RESPONSIBILITY TO YOU SHALL NOT EXCEED YOUR PREVIOUS MONTH'S SERVICE COSTS, WHEN APPLICABLE, FOR SERVICES DURING THE PERIOD IN WHICH YOU INCUR SUCH LOSSES. BESIDES THE FAILURE OF ESSENTIAL PURPOSE OF ANY SOLUTION, AS A SEQUENCE, SHIPBER IS KNOWN TO BE INVOLVED TO YOU FOR LOSSES IN ANY REGARDLESS OF THAT A SOLUTION MAY HAVE FAILED OF ITS MAJOR PREMISE, SHIPBER IS NOT ACCOUNTABLE FOR ACCIDENTAL, SPECIAL, CONSEQUENTIAL, SEVERE, OR EXEMPT DAMAGES (INCLUDING LOST PROFITS OR LOST BUSINESS OPPORTUNITIES), THE COST OF SUBSTITUTE SERVICES, OR ATTORNEYS' FEES.

SECTION 11. INDEMNIFICATION

You consent to indemnify Shipber, its officers, directors, employees, and agents against any and all claims, demands, obligations, losses, liabilities, costs or debt, and expenses (including but not restricted to attorney's fees), resulting from: (i) access to and use of the Site, Services, and Software by you; (ii) Your breach of any term of these Terms; (iii) any copyright, property, or privacy right that you have violated, among other third parties rights; or (iv) Any allegation that one of Your submissions resulted in harm to a third party. This defense and indemnity duty shall outlast these Terms and Your use of the Site.

SECTION 12. ASSIGNMENT, ENTIRE AGREEMENT, AND AMENDMENT

12.1 Assignment. You may not, directly or indirectly, by operation of law or otherwise, assign the entirety or any portion of this Agreement or Your rights under this Agreement, or delegate performance of Your obligations under this Agreement, without Our prior written consent, which consent will not be unreasonably withheld. Notwithstanding the foregoing, and subject to Section 2.4 herein, You may assign this Agreement without Our consent to an Affiliate or in connection with any merger or change of control of You or the sale of all or substantially all of Your assets, provided that I any such successor agrees to perform its obligations under this Agreement and (ii) You and the assignee execute Shipber’s assignment form. We may assign this Agreement to any member of Shipber, in connection with any merger or change in control of Shipber, or in connection with the sale of all or substantially all of Our assets, provided that any such successor agrees to fulfill its obligations under this Agreement. If prompted by Shipber, you must complete Our form to give Shipber’s assignment effect. Subject to the foregoing restrictions, this Agreement will be binding on the Parties and their respective successors and assigns, shall inure to their benefit, and will be enforceable.

12.2 Entire Agreement. This Agreement constitutes the complete agreement between You and Shipber pertaining to the subject matter hereof, superseding any and all prior agreements. This Agreement supersedes the terms and conditions of any purchase order, request for proposal, or other order documentation. You or any company that you represent provide(s) and all terms and conditions in the purchase order, request for information, or other order documents are null and void. Except as specifically stated herein, neither party may rely on any other agreements, representations, warranties, or promises with respect to the subject matter hereof. There are no oral promises, conditions, representations, understandings, interpretations, or terms of any sort between the Parties, except as clearly set forth in this Agreement. The headers used in this agreement are for convenience only and have no bearing on the interpretation of its terms.

12.3 Amendment. We have the right to modify this Agreement at any time, in which case the new Agreement will supersede all former versions. Shipber may rely on Your continuing use of the Services following the effective date of any such amendment as Your consent to any such amendment. We shall notify you at least thirty (30) days prior to the effective date of any such amendment. Our failure to enforce any provision of this Agreement at any time does not constitute a waiver of that or any other provision of this Agreement.

SECTION 13. SEVERABILITY

If a competent court or governing body determines that any provision of this Agreement is invalid or unenforceable, that provision shall be replaced with another provision that is consistent with the purpose and intent of this Agreement, and the remaining provisions of this Agreement shall remain in effect.

SECTION 14. NO UNLAWFUL OR PROHIBITED USE

As a condition of Your use of this Site, you warrant to Shipber that you will not use the Site for any purpose that is unlawful or prohibited by these Terms or the laws and regulations of the jurisdiction in which you are located or to which you are sending an envelope or package. You may not use the Site in a way that could cause damage, disable, overload, or impair it. You are not permitted to access or attempt to obtain any materials or information using any means other than those expressly made available or offered by the Site. Shipber maintains the right to disclose any information necessary to satisfy any applicable law, regulation, legal process, or governmental request, or to edit, refuse to post, or remove any information or materials, in whole or in part, at its sole discretion.

SECTION 15. RELATIONSHIP OF THE PARTIES

This Agreement does not establish a partnership, franchise, joint venture, general agency, fiduciary, or employment relationship between the Parties.

SECTION 16. NOTICE

16.1 Notice to Subscriber. All notices provided by Shipber to You under this Agreement may be delivered by (i) nationally recognized overnight delivery service ("Courier") or U.S. mail to the contact mailing address provided by You on any Service Order; or (ii) electronic mail to the email address provided for Your Account owner.

16.2 Notice to Shipber. All Legal Notices supplied by You to Shipber pursuant to this Agreement must be delivered in English and in writing by (i) Courier or U.S. mail to 17800 Castleton St, Suite 445, City of Industry, CA 91748; or (ii) email to [email protected]. You must deliver all further notices to Shipber in accordance with this Agreement in English and in writing through email to [email protected].

16.3 All notices supplied by either Party to the other shall be deemed given immediately upon delivery by electronic mail; or upon the earliest of proof of receipt or two (2) business days after being deposited in the mail or with a Courier as specified above.

SECTION 17. GOVERNING LAW

This Agreement is governed by the laws of the State of California, without regard to considerations of conflicts of law. Disputes arising out of or relating to this Agreement shall be decided by a court of broad jurisdiction in the County of Los Angeles, California. You hereby expressly consent to submit to the exclusive personal jurisdiction of this jurisdiction for the purpose of resolving any dispute relating to this Agreement or to You, Your Members, or Your Clients.

SECTION 18. U.S. GOVERNMENT USERS RESTRICTED RIGHTS

The government is subject to the limitations outlined in the relevant laws and regulations when it comes to use, duplication, and disclosure. The government acknowledges Shipber's proprietary rights in the Site, Services, and/or Software by using them. Other property and copyright notices that must be complied with may be present on the Site and Software.

SECTION 19. ETHICAL CONDUCT AND COMPLIANCE

In connection with this Agreement, neither Party has accepted or been offered any illegal or inappropriate bribe, kickback, payment, gift, or thing of value from any of its employees or agents. Gifts and entertainment given in the normal course of business do not breach the aforementioned prohibition.

SECTION 20. MISCELLANEOUS

20.1 Account Access. All transactions initiated by Your Account fall under Your responsibility. Please be cautious about who you grant Account access to, as the Account holder is liable for all charges incurred.

20.2 Account Delinquency. In its sole and absolute discretion, Shipber may choose to close Your Account if you continue to fail to pay Your monthly service charge for three months or more or if you maintain a negative balance on Your Account. In this scenario, in addition to any other payments due and owing, Shipber may charge a $25.00 processing fee.

20.3 Authority. You agree to pay any costs incurred on Your Account in line with the conditions of the Service Plan you chose by completing the registration procedure. You agree to be bound by the new plan's payment conditions if you switch Service Plans or if this part of the Terms causes Your Account to be changed automatically. If a Shipber Account is opened on behalf of a company or other entity, the person opening the Account warrants that they are authorized to do so on behalf of the company or other entity acting as the responsible Account holder.

20.4 Collection. Each Party acknowledges that if the other fails to pay any amounts on time, the offended party may take legal action against the other directly or assign the claim to a collection agency, which may then take legal action to recover the unpaid amounts with any legal interest or costs associated with the collection.

20.5 Credit Verification. Shipber reserves the right to conduct a credit check on any individual or entity requesting services.

20.6 No Sublicense or Third Party Use. Your Shipber Account is available for transactions for Your direct use only. Shipber does not grant the authority to sublicense, resell, offer, or use any Shipber products or services in such a way in which they are stored, packed, assembled, merged, integrated, or presented as a part of a product or software offering (including as a part of an application programming interface) of Yours to other third-party products and services. You are not permitted by Shipber to resell, offer, or make use of Shipber services or products to third parties including Your Clients. If Shipber finds that you have violated the aforementioned limitations, Shipber retains the right to immediately suspend or terminate Your Service/Account in its sole and absolute discretion (without notice).

20.7 Order Acceptance and Rejection. In the event that a request for products or services is received, the Shipber has the right to accept or reject the request at any time and for any cause.

20.8 Relocation. You agree to provide Shipber with an updated address in the event of relocation.

20.9 Third-Party Terms and Conditions. You are responsible for complying with the terms and conditions of all Couriers and partners accessible via the Site. Please visit each website individually to evaluate and receive their terms and conditions. Your usage of Courier services is not under the Shipber’s control. Your use of Courier services is as a direct customer of the particular Courier of Your choice, and you agree to be bound by the terms and conditions of that Courier for use of services, including payment of any fees associated with them and a Courier’s right to open, inspect, and evaluate Your package before and after collection.

20.10 Site Mistakes. Despite Shipber best attempts to offer correct pricing data and product descriptions, pricing errors, typographical errors, and omissions concerning product availability may occur. We reserve the right to rectify such errors and omissions.

20.11 Violations of Law. Any use of Shipber services that violate the law or unreasonably obstructs others from using the services is prohibited.

SECTION 21 DEFINITIONS

“Account” " means any accounts or instances created within the Services by or on behalf of Subscriber or its Affiliates.

“Additional Feature(s)”means additional features or functionality (such as Built by Shipber’s Plugin Applications) that are available or enabled through the Services, but are not part of the Services. Additional Features also include third party services that are purchased and/or subscribed to via a Service Order, are marked as being resold by Shipber, and are regulated by the third party's separate agreement. Additional Features are acquired or activated independently of Your Service Plan and Deployed Associated Services.

“Affiliate(s)” means, with respect to a Party, any entity that directly or indirectly controls, is controlled by or is under common control with such Party, where "control" (including, with correlative meaning, "controlled by" and "under common control") means the possession, directly or indirectly, of the power to direct or cause the direction of, the management and policies of such person, whether through the ownership of voting securities, by contract, or otherwise.

“Agreement”means the Master Subscription Agreement along with any Supplemental Terms, Service Order, and other papers mutually executed.

"API" means to the application programming interfaces developed, made available, and enabled by Shipber that allow Subscribers to access certain functionality provided by the Services, including, without limitation, the REST API that enables Subscribers to interact with the Services automatically through HTTP requests and the application development API that enables the integration of the Services with other web applications.

“Associated Services”means to items, services, features, and functionality designed for use with the Services that are not included in the Service Plan to which You subscribe. Additional Features that are specifically indicated to be controlled by separate Supplemental Terms shall not be considered an Associated Service. Where You have acquired, deployed, or subscribed to an Associated Service, it is referred to as a "Deployed Associated Service.”

“Built by Shipber’s Plugin Applications” means integrations and applications created or developed by Shipber or its Affiliates and made available in the Shipber Plugin (available at https://apps.shipber.com), which will be governed by this Agreement unless Shipber communicates a different agreement to You at the time of Your deployment or access to the integration or application.

“Client” means any party other than Subscriber or Member with whom Subscriber, its Members, or its other Clients engage while utilizing a Service.

“Documentation” means any written or electronic documentation, images, video, text, or sounds describing the functionalities or limitations of the Services or Service Plans, as applicable, provided or made available by Shipber to You in the applicable Shipber help center(s), Site or Shipber developer website https://docs.shipber.com ; provided, however, that Documentation shall expressly exclude any "community moderated" forums as provided or accessible by Shipber.

“Force Majeure Event” means any circumstance includes, but is not limited to, an act of God, act of government, flood, fire, earthquake, civil unrest, act of terror, strike or other labor problem (other than one involving Our employees), Internet service provider failure or delay, Non-Shipber Services, or acts undertaken by third parties, including, but not limited to, denial of service attack.

”Malicious Software”means any and all viruses, malware, Trojan horses, time bombs, and other malicious software.

“Member” means a person (including those of Your Affiliates) allowed to access the Service(s) through Your Account as a member, owner, or administrator, each of whom is recognized by a unique member login.

“Privacy Policy”means Shipber’s Privacy Policy at http://www.shipber.com/Privacy Policy

“Service(s)” means the products and services that You use or order online via a link or Service Order referencing this Agreement, whether on a trial or paid basis, and whether Enterprise Services or Innovation Services, and made available online by Us, via the applicable subscriber login link and other web pages designated by Us, including, individually and collectively, the applicable Software, updates, API, Documentation, and all Deployed Associated Materials. The term "Services" does not include (i) Non-Shipber Services as defined in this Agreement and (ii) any Additional Features or Associated Services that are not supplied under this Agreement or Your Service Plan. The titles and descriptions of the Services or any specific Service may be modified on occasion. This Agreement shall be deemed to apply to the newly named or described Service to the extent that Subscriber is granted access to such Service pursuant to a prior Service Order or other prior acceptance of this Agreement.

“Service Data” means all electronic data, text, messages, communications, and other materials supplied to and kept within a Service by You, Your Members, and Your Clients in conjunction with Your use of such Service.

“Service Order” means Our generated service order form(s) or online ordering document or process completed, executed or approved by You with respect to Your subscription to a Service, which may detail, among other things, the number of Members authorized to use a Service under Your subscription and the Service Plan applicable to Your subscription.

“Service Plan(s)” means the packaged service plan(s) and the functionality and services associated with them (as described on the Site and in the appropriate Service Documentation) for the Services.

“Site” means any website operated by Shipber, including www.shipber.com and all other websites operated by Shipber.

“Shipber” means Adber Inc., a California corporation, or any of its successors or assignees.

“Software” means software given by Shipber (through download or internet access) that enables Subscribers, Members, or Clients to utilize any capability in conjunction with the appropriate Service.

“Subscription Charges”means all fees related with Your access to and use of an Account.

“Subscription Term” means the period of time you have agreed to subscribe to a Service.

“Supplemental Terms”means the additional terms and conditions that (i) are included or incorporated on a Service Order via hyperlink or other reference (e.g., when a Deployed Associated Service is purchased); (ii) are applicable to Customized Services when purchased by You; (iii) are applicable to Additional Features when activated by You.

“We,” “Us” or “Our” means Shipber as defined above.