Master Services Agreement
For Customers registered in Germany, please refer to the Master Software Services Agreement at: https://parcellab.com/master-services-agreement-german/.
This Master Software Services Agreement (“MSA”) is entered into or incorporated by reference by and between parcelLab and the entity identified as the “Customer” in the applicable Order Form. Each of parcelLab and the Customer is referred to individually as a “Party” and collectively as the “Parties”. The MSA, together with the applicable Order Form, and any other attached appendices, constitutes the entire agreement between the Parties (the “Agreement”). All capitalised terms used but not defined in the English-language version of the MSA shall have the meaning assigned to them in the applicable Order Form.
1. DEFINITIONS
1.1 “Affiliate” means an entity controlled by a Party. The word “controlled” shall, in the context of a corporation, mean direct beneficial ownership of at least fifty per cent (50%) of the shares entitled to vote for members of the board of directors of such corporation, and, in the context of any other business entity, shall mean the right to exercise similar management and control over such entity.
1.2 “AI Addendum” means parcelLab’s Artificial Intelligence Addendum governing the use of AI Features within the Services, available upon request.
1.3 “AI Features” means any artificial intelligence or machine learning functionality made available by parcelLab as part of the Services, including any GenAI Features as further described in Section 6.3 and the AI Addendum.
1.4 “Carrier(s)” means those third parties identified in the applicable SOW that provide logistical services to the Customer.
1.5 “Confidential Information” means the Agreement, the pricing and Fees associated herewith, the Services, Documentation, information, data, drawings, benchmark tests, specifications, trade secrets, and any other written or electronic information that is either (i) marked as confidential and/or proprietary, or which is accompanied by written notice that such information is confidential and/or proprietary, or (ii) which could reasonably be considered confidential or, if disclosed to any third party, foreseeably cause competitive harm to the owner of such information.
1.6 “Customer Data” means any data or information provided by the Customer to parcelLab, whether within or outside of the Platform, used in connection with the Services. This includes, but is not limited to, data or information generated, collected, or processed by the Customer, such as End-User Data.
1.7 “Data Processing Agreement” or “DPA” means parcelLab’s Data Processing Agreement, available at https://parcellab.com/dpa/.
1.8 “Data Protection Legislation” means any applicable data privacy laws and regulations, including, but not limited to, the General Data Protection Regulation (EU) 2016/679 (“GDPR”), the UK GDPR as incorporated into the Data Protection Act 2018, the California Consumer Privacy Act (CCPA), and any other applicable data protection laws in the jurisdiction where the Parties operate.
1.9 “Documentation” means the technical and functional documentation provided by parcelLab to the Customer for using the Services, available on https://how.parcellab.works/docs, as amended from time to time.
1.10 “Effective Date” means (i) where this MSA is executed as a standalone signed document, the date on which it is signed by the last Party to sign; or (ii) where this MSA is incorporated by reference into an Order Form without separate execution, the date of the applicable Order Form.
1.11 “End-User” means an individual who interacts as a customer or user of the Customer’s products or services.
1.12 “End-User Data” means any data or information related to an End-User that is collected and processed through the Platform, which may include personal data.
1.13 “Intellectual Property Rights” means all intellectual property rights of any kind, wherever in the world, whether registered or unregistered, including patents, trademarks, service marks, trade names, domain names, rights in design, copyright (including rights in computer software), database rights, moral rights, know-how, trade secrets, and all other intellectual property rights, including all applications for and rights to apply for and be granted renewals or extensions of such rights.
1.14 “Third-Party Software” means third-party software, applications, or services that the Customer may choose to integrate with the Platform, subject to parcelLab’s prior written approval (which may be given generally in respect of integrations made available through the Platform), such approval being limited to permitting the relevant integration on the Platform only.
1.15 “Order Form” means an executed document entered into by the Parties, to which this MSA is attached, detailing the Services purchased, the Initial Term and applicable financial terms. It may include any subsequent amending Order Forms.
1.16 “parcelLab” means the parcelLab entity listed in the applicable Order Form, or any of its Affiliates as necessary to perform the Services.
1.17 “Platform” means parcelLab’s proprietary software-as-a-service platform for post-purchase experience management, including the Portal, APIs, integrations, data transfer mechanisms, event processing, analytics, tracking, returns, and communication capabilities made available to the Customer pursuant to an applicable Order Form.
1.18 “Portal” means parcelLab’s web-based interface through which the Customer’s teams’ access and manage their post-purchase experience, including viewing tracking and performance data, managing configurations, and monitoring communications and returns.
1.19 “Service(s)” means all services provided by parcelLab in connection with the Customer’s use of the Platform, including the Platform itself, implementation, and the support services as specified in the applicable Order Form. Detailed Service descriptions can be found in the relevant section of the parcelLab Services Catalog.
1.20 “SLA” means parcelLab’s Service Level Agreement pertaining to the availability commitment levels and remedies of the Platform, available upon request.
1.21 “Statement of Work” or “SOW” means one or more documents, each mutually agreed upon in writing between the Parties, which outline the specific details and phases of the Services’ implementation. Each thereto, may be appended to each applicable Order Form or executed as a standalone document governed by this Agreement.
2. SERVICES.
2.1 Service Access. Subject to the terms and conditions of the Agreement, parcelLab grants the Customer a non-exclusive, non-sublicensable, non-transferable, right to access and use the Services and Documentation, limited to the terms of the Agreement, and only for the Customer’s internal use. The Customer may not store any copies of the Service unless expressly authorised in writing by parcelLab in the applicable Order Form. parcelLab reserves all rights and licences in and to the Services not expressly granted to the Customer under the Agreement.
2.2 Customer’s Affiliates. Subject to the Agreement, the Customer’s Affiliates may access and use the Services. All obligations of the Customer shall apply equally to each Customer Affiliate that uses the Services, provided that the Customer shall be responsible for (i) ensuring that all Customer Affiliates comply with the Agreement; and (ii) all acts or omissions of its Affiliates under the Agreement.
2.3 Use Restrictions. The Customer shall use commercially reasonable efforts to prevent unauthorised access to, or use of, the Services, and shall notify parcelLab promptly of any such unauthorised use. The Customer shall not (a) copy, reproduce, distribute, republish, download display, post or transmit in any form or means the Service, (b) rent, transfer, lease, loan, resell for profit or otherwise, distribute, or otherwise grant any rights in the Service in any form to any other party in whole or in part, including without limitation to provide processing services to their parties for commercial timesharing or for rental or sharing arrangements, (c) modify, adapt, decompile, disassemble, reverse engineer, create derivative works or otherwise attempt to derive source code from the Services (or hosting environment, if applicable) in whole or in part, (d) or remove, modify, obscure and/or otherwise deface any copyright, trademark or other proprietary rights notices in the Services.
2.4 Support and Onboarding. parcelLab shall provide onboarding and support services as set out in the applicable Order Form and SOW. Availability commitments and remedies are governed by the SLA.
3. PROPRIETARY RIGHTS.
3.1 Pre-Existing Works. Each Party will maintain its ownership of, and rights in and to, any materials or Intellectual Property Rights, whether registered or not, existing prior to entering into the Agreement or as may be developed by a Party independently, and without the use of Confidential Information of the other Party.
3.2 Customer Feedback and Service Enhancement. The Customer grants parcelLab and its Affiliates a worldwide, perpetual, irrevocable, royalty-free right to use and incorporate into the Services any suggestions, enhancements, or other feedback provided by the Customer relating to the Services provided that that such feedback does not itself constitute Customer Data or Confidential Information of the Customer.
3.3 Customer Trademark. The Customer grants parcelLab a limited, non-exclusive right and right to use the Customer’s trademarks solely for the purpose of the Services and more specifically for customising the appearance of the Customer’s interface within the Platform, following Customer’s instructions.
3.4 Custom Work. Unless otherwise agreed in the applicable SOW, all Intellectual Property Rights in any work created by parcelLab specifically for the Customer under an SOW (“Custom Work”) shall remain owned by parcelLab, subject to a non-exclusive, on-transferable licence to the Customer to use such Custom Work during the Term for the purposes set out in that relevant SOW. Nothing in this Section 3.4 affects the Customer’s ownership of its pre-existing Intellectual Property or Customer Data.
4. DATA.
4.1 Customer Data. The Customer warrants that it owns all right, title, and interest in and to the Customer Data and shall be solely responsible for ensuring the legality, reliability, integrity, accuracy and quality of the Customer Data. The Customer grants parcelLab a right to access and use the Customer Data solely to the extent necessary to provide the Services under the Agreement.
4.2 Aggregated and De-Identified Data. parcelLab shall retain all right, title, and interest in any data sets derived from aggregated and de-identified Customer Data. Such data sets may be used for analytics, benchmarking, service improvement, and the development, training, validation, and improvement of the Services and related models and functionality, provided that such data does not and cannot reasonably be used to identify the Customer or any End-Users.
4.3 Carrier Data. The Customer warrants that it has obtained all necessary consents to enable parcelLab to access and use data from Carriers for the purpose of providing analytical and comparative performance services.
5. CUSTOMER OBLIGATIONS.
5.1 General obligations. The Customer shall (i) obtain and maintain all necessary licences, permissions, and consents which may be required for the Services before the start of the Term (ii) cooperate with parcelLab in all matters relating to the Services, upon parcelLab’s reasonable request, including without limitation providing accurate data and information in a timely manner; (iii) ensure the timely availability of qualified personnel as reasonably necessary to enable parcelLab to fulfil its obligations during the implementation phase of the Services without undue delay.
5.2 Carrier Connections. The Customer is solely responsible for ensuring that the Carriers provide the necessary logistics event data, documentation, interface functionalities, to parcelLab for integration with the Platform. Additionally, the Customer must ensure that parcelLab has access to tracking data, either directly or indirectly, via the Carriers and any third-party logistics providers (3PLs).
5.3 End-User Transparency. The Customer shall ensure that its privacy policy adequately informs End-Users of any third-party data sharing occurring in connection with its use of the Services. The Customer warrants that it has a lawful basis under applicable Data Protection Legislation for such sharing and that their End-Users are informed in compliance with the applicable laws.
6. THIRD-PARTY SOFTWARE.
6.1 Third-Party Software Integration. The Services may include the ability to integrate Third-Party Software, which the Customer may elect to use at their discretion. Such software is not part of the Services, and parcelLab provides no warranty, support, or liability for it. The Customer is solely responsible for complying with the terms of any Third-Party Software and acknowledges that parcelLab is not responsible for any Customer Data shared with or accessed by such software. Where parcelLab facilitates such an integration at the Customer’s written request (including via the Portal), it does so solely as an agent on behalf of the Customer and strictly in accordance with such instructions. parcelLab shall have no liability in respect of any such facilitated integration, save to the extent that such liability arises directly from parcelLab’s failure to follow the Customer’s instructions.
6.2 Third-Party Carriers. Customer acknowledges that Carrier integrations are subject to third-party terms and technical restrictions imposed by the applicable Carrier, which may limit the availability, functionality, use, retention, or display of Carrier data within the Platform. Where Carrier data is successfully transmitted to parcelLab, parcelLab shall process and display such data within the Platform in accordance with this Agreement and the applicable Documentation.
6.3 Generative AI Features. Where AI Features utilise third-party large language models (“GenAI Features”), the Customer may request parcelLab disable them within a commercially reasonable period. parcelLab will configure such services, to the extent permitted by the relevant provider, so that inputs or Customer Data transmitted are not used to train generally available models. The Customer shall not submit personal data (as defined in the DPA) when using GenAI Features, unless expressly permitted under the DPA.
6.4 AI Features and Addendum. Where the Customer uses or enables AI Features within the Services, such use is governed by the AI Addendum, which is incorporated into this Agreement by reference. In the event of a conflict between the AI Addendum and this MSA, the AI Addendum prevails in respect of AI Features.
7. TERM AND TERMINATION.
7.1 Agreement Term. The Agreement shall commence on the Effective Date of the Initial Order Form and shall remain in effect until terminated in accordance with this Section 7 or upon expiration of all active Order Forms.
7.2 Order Form Term. Each Order Form shall commence on the Effective Date and remain in effect through the Initial Term and any Renewal Term, as applicable, unless terminated in accordance with Section 7.4. or 7.5.
7.3 Renewal. Unless otherwise set forth in the applicable Order Form, upon expiration of the Initial Term, the Order Form will automatically renew for successive twelve (12) month periods (each a “Renewal Term”), unless the Customer provides parcelLab with a written notice of termination at least ninety (90) days prior to the renewal date. The Initial Term and any Renewal Terms are collectively referred to as the “Term”.
7.4 Termination. The Agreement, including all rights granted hereunder, may be terminated as follows: (a) by either Party with immediate effect if the other Party fails to perform any of its material obligations under the Agreement and such failure continues for thirty (30) days after receipt of written notice; (b) by either Party with immediate effect upon written notice in the event that the other Party: (i) becomes insolvent; (ii) makes an assignment for the benefit of creditors; (iii) files a voluntary bankruptcy petition; (iv) acquiesces to any involuntary bankruptcy petition; (v) is adjudicated bankrupt; or (vi) ceases to do business; or (c) by parcelLab immediately upon written notice of termination in the event of any breach of Section 2 (Services).
7.5 Effect of Termination. Upon the expiration or termination of this Agreement, the Customer shall immediately cease use of the Services and each Party shall immediately cease use of the Confidential Information of the other Party, and each Party shall return or, at its option, destroy the aforementioned materials from all equipment and electronic and other media, including all copies thereof. Each Party shall certify in writing its compliance with the foregoing upon the request of the other Party. In the event that the Customer rightfully terminates the Agreement due to parcelLab’s material breach, the Customer shall be reimbursed of any prepaid fees for the remaining term of the Agreement. The reimbursement shall be calculated on a pro-rata basis from the effective date of termination through the expiration of the then-current Term.
7.6 Survival. The rights and obligations of the Parties which by their nature extend beyond the expiration or termination of the Agreement shall survive termination or expiry of the Agreement for any reason.
8. FEES AND PAYMENT TERMS.
8.1 Fee and Payment terms. In consideration of the Services, the Customer shall pay parcelLab the amounts set forth in the applicable Order Form (“Fees”). Unless otherwise set forth in the applicable Order Form, the Fees are due annually in advance and to be paid within thirty (30) days of date of invoice from parcelLab.
8.2 No Refunds. Except as otherwise specifically provided in the Agreement, the Fees are non-cancellable and non-refundable.
8.3 Late Payment. Except for any amounts disputed in good faith, all past due amounts will incur interest at a rate of 1.5% per month or the maximum rate permitted by law, whichever is less. The Customer will reimburse parcelLab for all reasonable costs and expenses incurred (including reasonable attorneys’ fees) in collecting any overdue amounts. In addition, parcelLab reserves the right to suspend the use of the Services if the Customer fails to pay any undisputed invoice within 30 days after formal notice to pay sent by parcelLab.
8.4 Taxes. All Fees set forth in the applicable Order Form are exclusive of any sales, withholding taxes, value-added, or other similar taxes imposed by applicable law that parcelLab must pay based on the Services (“Taxes”). The Customer agrees to pay or reimburse parcelLab for all such relevant taxes, except for taxes based on parcelLab’s income (which shall be the responsibility of parcelLab). If parcelLab has the legal obligation to pay or collect Taxes for which the Customer is responsible under this Section 8.4, the Customer will pay that amount unless the Customer can provide parcelLab with a valid tax exemption certificate authorised by the appropriate taxing authority.
8.5 Annual Increase. Unless otherwise agreed in the applicable Order Form, after the Initial Term, the recurrent Fees shall be subject to a reasonable annual increase ensuring parcelLab’s ability to accommodate any increase in operating costs and maintain the quality of Services.
9. WARRANTIES.
9.1 Limited Warranty. parcelLab warrants that, for the Term of the applicable Order Form, the Services (i) will be performed in all material respects in accordance with the Agreement and with reasonable skill and care; and (ii) the Portal will be available in accordance with the availability commitment set out in the SLA. This warranty does not apply to the extent of any non-conformance caused by use of the Platform contrary to parcelLab’s instructions or modification or alteration made to the Platform by any party other than parcelLab.
9.2 Disclaimer. parcelLab does not warrant that the Services will meet the Customer’s requirements, that the operation of the Services will be error-free, timely or the operation therefore will be uninterrupted or that the Service errors will be corrected. parcelLab is not responsible for any delays, delivery failures, or any other loss or damage resulting from (a) any issues with availability or performance of any Third-Party Software or other third-parties that are outside of parcelLab’s control; or (b) the transfer of data over communications networks and facilities, including the internet. EXCEPT AS PROVIDED IN SECTION 9.1, THE SERVICE HEREUNDER IS PROVIDED “AS IS” AND PARCELLAB MAKES NO WARRANTY OF ANY KIND WITH REGARD TO THE SERVICES. PARCELLAB DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING, USAGE OR TRADE.
9.3 Mutual Warranties. Each Party warrants that: (a) it has authority to enter into and perform the Agreement; (b) doing so does not conflict with any other agreement it is party to; and (c) there are no pending claims or proceedings that would materially affect its ability to meet its obligations under the Agreement.
10. INDEMNIFICATION.
10.1 Infringement Indemnity. Subject to the Customer’s compliance with the Agreement, parcelLab will, at its option, defend or settle any third-party claim that the Services, as provided by parcelLab under the Agreement and used within its scope, infringe any Intellectual Property Rights. parcelLab will pay any resulting costs, damages and reasonable attorneys’ fees awarded against the Customer.
10.2 Injunctions. If the Customer’s use of the Services is, or parcelLab’s believes is likely to be, enjoined due to a claim specified in Section 10.1 above, parcelLab may, at its sole option and expense: (a) procure the right for the Customer to continue using the Services; (b) replace or modify such Services to be non-infringing and substantially equivalent in function; or (c) if neither option (a) nor (b) is feasible despite parcelLab’s commercially reasonable efforts, terminate the Customer’s rights to the affected Services and refund a pro-rated portion of the Fees based on the then-current Term.
10.3 Exclusions. parcelLab will have no liability for any claim of infringement or misappropriation arising from: (a) the Customer’s use of the Services with equipment, software or data not supplied by parcelLab, where the claim would not have occurred without such use; (b) the Customer’s use of the Services outside the scope of the Agreement or the Documentation; (c) modifications made by anyone other than parcelLab; (d) unauthorised use by Customer’s End-Users or Affiliates; (e) the Customer’s use of an outdated version of the Services, if the claim could have been avoided by using the current version; or (f) the Customer’s use, possession, or breach of any Third-Party Software.
10.4 Sole Remedy. This Section 10 provides the sole and exclusive remedies for claims of infringement or misappropriation of Intellectual Property Rights.
10.5 Customer Indemnification. The Customer agrees to indemnify, defend, and hold harmless parcelLab from third-party claims arising out of or relating to (i) the Customer’s gross negligence or wilful misconduct; or (ii) the Customer Data’s infringement of Intellectual Property Rights, or violation of applicable law.
10.6 Indemnification Process. The indemnification obligations are subject to: (i) prompt written notice of the claim by the Party seeking indemnity (“Indemnitee”) to the Party with the indemnity obligation (“Indemnitor”); (ii) Indemnitor’s sole control of the selection of counsel and defense of the claim, provided no settlement admits fault or liability of the Indemnitee without its consent; and (iii) reasonable assistance by the Indemnitee at the Indemnitor’s request and expense.
11. LIMITATION OF LIABILITY.
11.1 Liability Limit. To the extent permitted by applicable law and notwithstanding the following section, parcelLab’s total cumulative liability under the Agreement shall not exceed the amount of the Fees paid by the Customer for the Services as applicable, during the twelve (12) months preceding the event which gave rise to the liability claim.
11.2 Enhanced Cap. Notwithstanding Section 11.1, the total cumulative liability of either Party for claims arising from breach of Section 10 (Indemnification), Section 12 (Confidentiality), or Section 13 and the DPA (Privacy and Security) shall not exceed two (2x) times the Fees paid by the Customer in the twelve (12) months preceding the event which gave rise to the liability claim.
11.3 No Consequential Damage. In no event shall either Party, its directors, or employees be liable to the other for any indirect, special, exemplary, incidental, special or consequential damages, whether based on contract, tort, strict liability or any other legal theory, however caused and whether such loss or damage was foreseeable, known, foreseen, or a Party was advised of the possibility of such damage.
11.4 Reasonable Limits. The Parties acknowledge that these limitations and exclusions of liability are agreed to be reasonable allocations of liability and risk, having considered the relative commercial size of the Parties, the nature of the contractual obligations, the ability of the Parties to bear the losses and the availability of insurance.
11.5 Exclusions from Limitation. Nothing in this Agreement limits or excludes either Party’s liability for: (a) death or personal injury caused by its negligence; (b) fraud or fraudulent misrepresentation; or (c) any other liability that cannot be limited or excluded by applicable law. In addition, for claims brought under German law, nothing in this Agreement limits or excludes either party’s liability under the Agreement (1) in cases of injury to life, limb or health, (2) in the event of intentional or grossly negligent breach of a contractual obligation, (3) for breach of a contractual guarantee, (4) for claims under the German Product Liability Act and (5) in the event of a breach of material contractual obligations. In the latter case, the infringing party’s liability shall be limited to the amount of the contractually typical damage that was foreseeable at the time the Agreement was concluded.
12. CONFIDENTIALITY.
12.1 Exclusions. Confidential Information does not include information that: (i) was already in the public domain at the time of disclosure; (ii) enters the public domain after disclosure through no act or omission of the receiving party; (iii) was already in the receiving party’s possession at the of disclosure; (iv) is received from a third party not under a confidentiality obligation to the disclosing party; or (v) is independently developed by the receiving party without reference to the Confidential Information.
12.2 Obligations. Each Party shall keep the other’s Confidential Information confidential, applying at least the same degree of care it uses for its own confidential information, and shall only disclose it to employees and subcontractors who need to know it for the purposes of the Agreement and are bound by equivalent confidentiality obligations. Each Party remains liable for any breach by its employees and subcontractors.
12.3 Permitted Disclosures. Either Party may disclose Confidential Information: (a) where required by law, court order, or regulatory authority, provided it gives the other Party reasonable prior notice to seek a protective order; (b) to its legal or financial advisors on a confidential basis; or (c) to investors, acquirers, or as required by applicable securities regulations, on a confidential basis.
12.4 Duration. The obligations in this Section survive termination or expiry of the Agreement for five (5) years, except in respect of trade secrets, which remain subject to these obligations for as long as they retain that status under applicable law.
13. PRIVACY AND SECURITY.
13.1 Compliance. When handling personal data, each Party agrees to comply with all Data Protection Legislation. When acting as a controller, parcelLab processes personal data in accordance with its privacy policy, as amended from time to time.
13.2 Security. parcelLab shall maintain industry-standard security controls to protect the confidentiality, integrity, and availability of Customer Data, including protection against unauthorised access to the Services. Such controls include, SOC and HIPAA compliance audits, third-party penetration testing, supply chain security scanning, and automated intrusion detection monitoring. parcelLab shall notify the Customer in of any potential or actual security incident in writing in accordance with the timeframes set out in the DPA.
13.3 Data Processing Agreement. In order to provide the Services, parcelLab, as processor, will collect and process End-User personal data on behalf of the Customer, the controller, in accordance with the DPA. The DPA sets out the scope, nature, and purpose of processing by parcelLab, the duration of the processing, and the types of personal data and categories of data subject.
13.4 Audit Rights. Upon thirty (30) days written notice, no more than one per calendar year (except following a confirmed security incident), the Customer may audit, or appoint an independent auditor to audit parcelLab’s compliance with its obligations relating to the Services during normal business hours and at the Customer’s cost. parcelLab shall provide reasonable cooperation and access. Any appointed auditor must be bound by confidentiality obligations equivalent to those in this agreement.
14. GOVERNING LAW.
14.1 Law and jurisdiction. The governing law for any dispute or lawsuit arising out of or in connection with the Agreement, and which courts shall have exclusive jurisdiction over any such disputes or lawsuits, shall be determined based on the Customer’s business address as provided in the applicable Order Form, as follows:
| Customer Business | Governing law | Jurisdiction |
|---|---|---|
| United States and Canada | Laws of Delaware | Federal and State Courts of Delaware (US) |
| United Kingdom & Ireland | Laws of England and Wales | Court of England and Wales |
| France | French Law | Courts of Paris, France |
| EMEA and rest of the world | German law | Courts of Munich, Germany |
14.2 Exclusion. The Parties expressly agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply.
15. MISCELLANEOUS.
15.1 Assignment. Neither Party may assign the Agreement without the prior written consent of the other Party, provided however that either Party may assign or transfer the Agreement upon written notice, but without the requirement of obtaining the other Party’s consent, (i) to an Affiliate; or (ii) in connection with a merger or sale of all or substantially all the assigning Party’s assets. Any attempted assignment in violation of this Section 15.1 shall be null and void.
15.2 Logo Use. During the Term, parcelLab may identify the Customer as a parcelLab customer and use the Customer’s name and logo on its websites and in marketing materials. Any other use of the Customer’s name or logo requires the Customer’s prior written consent. parcelLab may ask the Customer to participate in joint marketing activities (e.g. press release, case study, reference calls).
15.3 Independence. The Parties are independent contractors, and nothing herein will be construed to create a joint venture, partnership, or the relationship of principal and agent between the Parties, except as expressly provided in Section 6.1. Neither Party will have the power to bind the other or incur obligations on the other’s behalf without the other’s prior written consent.
15.4 Anti-Bribery and Corruption. Both Parties shall comply with all applicable anti-bribery and anti-corruption laws, statutes, regulations and codes.
15.5 Severability. If for any reason a court of competent jurisdiction finds any provision of the Agreement invalid or unenforceable, that provision of the Agreement will be enforced to the maximum extent permissible, and the other provisions of the Agreement will remain in full force and effect.
15.6 Amendments. Except as expressly agreed to by each Party’s authorised representative in the applicable Order Form, the Agreement may not be amended, modified, or supplemented by the Parties in any manner, except by a written instrument signed by an authorised representative of parcelLab and the Customer.
15.7 Waiver. The failure by either Party to enforce any provision of the Agreement will not constitute a waiver of future enforcement of that or any other provision.
15.8 Force majeure. Except in the case of payment of Fees, neither of the Parties shall be obliged to meet any obligations, including any guarantee obligation agreed between the Parties, if it is prevented from doing so as a result of force majeure. Force majeure shall include but not limited to: (i) government measures, (ii) electricity failure, (iii) faults affecting the internet, computer network or telecommunication facilities, (iv) war, (v) terrorism, (vi) riot, and (vii) acts of God. If a situation of force majeure lasts for longer than forty-five (45) days, either of the Parties shall be entitled to terminate the Agreement in writing.
15.9 Entire Agreement. The Agreement constitutes the entire and exclusive understanding between the Parties regarding its subject matter and supersedes all prior agreements, whether written or oral, relating to the same subject matter. Any terms and conditions in the Customer’s documents that conflict with or add to the terms of this Agreement will be considered not applicable, unless expressly agreed to in writing by parcelLab.
15.10 Order of Precedence. In the event of any conflict or inconsistency between the provisions of the Agreement, the documents shall take precedence in the following order: (1) the applicable Order Form, (2) the DPA, (3) the AI Addendum (if applicable), (4) this MSA, and (5) any other appendices. In case of a translation inconsistency, the English-language Agreement shall take precedence.
15.11 Notices. All notices required or permitted under the Agreement will be in writing and delivered by confirmed email transmission, by courier or overnight delivery services, or by certified mail, to the addressed set forth in the Order Form. Notifications will be deemed given upon receipt.
15.12 Electronic Copy. The exchange of a fully executed Order Form (in counterparts or otherwise) by digital signature or by other electronic means shall be sufficient to bind the Parties to the terms and conditions of the Agreement.