Products
Integrations
Master Services Agreement
SOFTWARE LICENSE TERMS FOR parcelLab
These SOFTWARE LICENSE TERMS (“Agreement”) set out the terms and conditions applicable to your access to and use of the Service (as defined below) and are agreements between parcelLab GmbH or its subsidiary as identified in the relevant Order Form (“parcelLab”) and the legal entity identified in the relevant Order Form (“Client”). By accepting this Agreement (acceptance is made accessing the Platform, or signing an Order Form referring to this Agreement), you agree to be bound by the terms of this Agreement.
IF YOU ARE ACCEPTING THESE TERMS ON BEHALF OF ANOTHER PERSON OR A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE FULL AUTHORITY TO BIND THAT PERSON, COMPANY, OR LEGAL ENTITY TO THESE TERMS. QUANTITIES, DESCRIPTIONS, PURCHASED OPTIONS AS WILL BE DEFINED IN AN ORDER FORM OR OTHER VALID FORM OF AGREEMENT ACKNOWLEDGED IN WRITING BY parcelLab (“ORDER FORM”). IF YOU DO NOT AGREE TO ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, DO NOT ACCESS, OR USE THE SERVICE.
If you are a direct competitor of our company, please refrain from accessing the Platform unless you have our prior written consent. In addition, you may not access the Platform for the purpose of monitoring the availability, performance, or functionality of the Platform, or for any other benchmark or competitive purpose.
1. DEFINITIONS.
1.1 “Affiliate” means an entity controlled by a party. The word “control” 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 “Agreement” means this Master Software Services Agreement.
1.3 “Client” means the entity identified in the applicable Order Form that is licensing Service from parcelLab.
1.4 “Confidential Information” means this Agreement, the pricing and Fees associated herewith, the Service, 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) not marked or accompanied by notice that it is confidential and/or proprietary but which, if disclosed to any third party, could reasonably and foreseeably cause competitive harm to the owner of such information.
1.5 “Client Data” means any and all data or information provided by Client to parcelLab, whether or not in the Platform which is required to deliver the Service.
1.6 “Data Processing Addendum” or “DPA” means parcelLab’s data processing addendum, the version of which is in effect as of the Effective Date.
1.7 “Data Protection Legislation” means the Data Protection Act 2018 implementing the General Data Protection Regulation (EU) 2016/679 (as applicable) and any other applicable laws relating to the protection of personal data and the privacy of individuals.
1.8 “Documentation” means the manuals and other technical and functional documentation provided by parcelLab to Client for use with the Service.
1.9 “Effective Date” means the date in the Order Form
1.10 “Order Form” means an executed document for Service entered into by the parties and referencing this Agreement.
1.11 “parcelLab” means the parcelLab entity listed in the applicable Order Form.
1.12 “Party” means the Client and parcelLab, and together, the “Parties”.
1.13 “Platform” means parcelLab’s proprietary shipping and communication software services, including the Portal, data transfer mechanisms (API, FTP, or email), and communication mechanisms (including email, SMS, Push, Webhooks, Alexa, WhatsApp) made available to Client pursuant to an applicable Order Form. The Platform is accessible at parcelLab’s web-based portal located at https:/prtl.parcellab.com.
1.14 “Service” means any and all services rendered by parcelLab in connection with the use of the Platform by the Client. These include the Platform, the implementation and the support services.
1.15 “SLA” is parcelLab’s Service Level Agreement which forms part of the Agreement and pertains to the availability commitment levels and remedies of the parcelLab Platform.
1.16 “Statement of Work” means the document that Parties may elect to establish to detail the implementation phase of the Services.
2. License Grant and Restrictions
2.1 License Grant – Subject to the terms and conditions of this Agreement, parcelLab grants Client a non-exclusive, non-sublicensable, non-transferable, limited license to use the Service and Documentation, limited to the terms of the relevant Order Form, and only for Client’s internal use. Except for archival purposes, Client may not use or store any copies of the Service unless expressly authorized in writing by parcelLab in the applicable Order Form. parcelLab reserves all rights and licenses in and to the Service not expressly granted to Client under this Agreement.
2.2 Restrictions – Client shall use commercially reasonable efforts to prevent unauthorized access to, or use of, the Service, and shall notify parcelLab promptly of any such unauthorized use. Client 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 Service 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 Service.
2.3 Client Feedback and Service Enhancement. Client grants parcelLab and its Affiliates a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate into the Services any suggestions, enhancements, recommendations or other feedback provided by Client relating to the operation of the Service.
2.4 Client owns all right, title, and interest in and to the Client Data. Client grants parcelLab a license to access and use the Client Data solely as necessary to provide the Services to Client during the Term. Notwithstanding the foregoing, parcelLab shall have a perpetual license to use aggregated and de-identified portions of the Client Data for any lawful purposes, including for benchmarking and analytics, provided that such uses do not identify nor are capable of re-identifying Client. The Client further agrees it has the relevant consents in place to enable parcelLab to use data from Carriers (meaning those third parties identified in the Order Form that provide logistical services to the Client) in order for parcelLab to provide analytical comparative services on performance. Additionally, during the Term, Client grants parcelLab a limited, non-exclusive right and license to use Client’s trademarks solely for the purpose of modifying the appearance of Client’s interface within the Platform.
2.5 Each Party will maintain its ownership of, and rights in and to, any pre-existing materials or intellectual property rights whether registered or not it has prior to entering into this Agreement or as may be developed by a Party independent, and without the use of Confidential Information, of the other Party.
2.6 Subject to this Agreement, Client’s Affiliates may access and use the Service. All obligations of Client shall apply equally to each Client Affiliate that uses the Service, provided that Client shall be responsible for (i) ensuring that all Client Affiliates comply with this Agreement; and (ii) all acts or omissions of its Affiliates under this Agreement.
3. CLIENT OBLIGATIONS.
3.1 Client shall (i) ensure that the terms of the Order Form are accurate and complete; (ii) provide reasonable cooperation to parcelLab in all matters relating to the Service, upon parcelLab’s request, including without limitation providing data and information reasonably required for parcelLab to perform its obligations hereunder; (iii) obtain and maintain all necessary licenses, permissions, and consents which may be required for the Service before the start of the Term.
3.2 In the event Client desires an integration with a new Carrier, Client will so notify parcelLab and parcelLab will reasonably investigate the feasibility of such integration and the costs involved. If parcelLab and Client agree on a new Carrier, the integration timeline and associated Fees to be paid by Client will be mutually agreed upon in writing. As between parcelLab and Client, Client is solely responsible for ensuring that the new Carrier provides the requisite logistics event data, documentation, interface functionalities, etc. to parcelLab, as necessary for the integration.
3.3 It is the responsibility of the Client to ensure that parcelLab is given access to tracking data either directly or indirectly via 3rd party carriers and 3PLs.
4. TERM; TERMINATION.
4.1 Agreement. The term of this Agreement shall commence on the execution of a relevant Order Form Effective Date and shall continue in effect through the period set forth in the applicable Order Form (“Term”), unless and until this Agreement is terminated in accordance with this Section 4. Unless otherwise agreed to in the relevant Order Form, the Order Form will automatically renew for all available offerings at the end of the initial Term (or any renewal Term thereafter) for additional one (1) year periods, unless Client has provided parcelLab with a written termination notice of its intention not to renew the relevant Order Form and/or Agreement at least sixty (60) days prior to the expiration of the then current Term.
4.2 Termination. This 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 this 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 (Grant of License).
4.3 Effect of Termination. Upon the expiration or termination of this Agreement, Client shall immediately cease use of the Service 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 materials referred to in the foregoing sentence 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.
4.4 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 this Agreement for any reason.
5. FEES; PAYMENT.
5.1 Except as otherwise stated in the applicable Order Form, Client shall pay parcelLab the fees set forth in the applicable Order Form (“Fees”) within thirty (30) days of date of invoice from parcelLab.
5.2 Except as otherwise provided for in the applicable Order Form all Fees set forth in an applicable Order Form are non-cancellable and non-refundable.
5.3 Interest. 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. Client 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 Service if Fees are more than thirty (30) days past due date.
5.4 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 Service (“Taxes”). Client 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 Client is responsible under this Section 5.4, Client will pay that amount unless Client can provide parcelLab with a valid tax exemption certificate authorized by the appropriate taxing authority.
5.5 Renewals. Upon the end of the Initial Term, unless otherwise stated in the Order Form, this Order Form shall renew for successive twelve (12) month renewal terms (each, a ‘Renewal’, and together with Initial Term, the “Term”) unless either party provides written notice of non-renewal to the other party at least ninety (90) days prior to the end of the then-current term. The fees for the Service may be subject to reasonable increase in any subsequent renewal term, as set forth in the relevant Order Form.
5.6 Reporting and Audit. Client shall keep complete and accurate books and records of its use of the Service to demonstrate its compliance with this Agreement. Further, parcelLab may audit Client’s use of the Service in order to verify compliance with this Agreement. An audit may occur no more frequently than once annually at parcelLab’s expense. All audits shall be conducted during regular business hours and shall not unreasonably interfere with Client’s business activities. parcelLab shall schedule any audit in advance. If any audit by parcelLab yields any deficiency in the amounts that should have been paid to parcelLab, Client shall promptly remit payment to parcelLab of such amounts plus interest calculated at a rate of 1.5% per month from the date on which such payment became due or the highest rate permitted by law, whichever is lower. In addition, if an audit by parcelLab yields a deficiency of 5% or more in the amounts that should have been paid to parcelLab, Client will promptly reimburse parcelLab for all reasonable costs of the audit.
6. WARRANTIES.
6.1 Limited Warranty – parcelLab warrants that, for the Term of the applicable Order Form (“Warranty Period”) the Platform will substantially operate in accordance with Documentation and with an availability commitment of 99,90%. The foregoing warranty shall not apply if the Platform Services have not been properly used at all times in accordance with the Documentation.
6.2 Sole Remedy. If the Service fails to perform substantially in accordance with the Documentation or if parcelLab fails to meet the Service availability commitment, Client must address a request to parcelLab in writing as detailed in the SLA. As Client’s sole and exclusive remedy and parcelLab’s entire liability for any breach of the warranty set forth in this Section, parcelLab will at its own discretion: (a) promptly correct any Service that fails to meet this warranty according to the SLA; (b) to the extend owed, grant Service Credits to the Client; (c) if the Service failure is deemed not resolvable, refund the Fees under the relevant Order Form paid by Client for the non-conforming element of the Service on a pro-rata basis.
6.3 Disclaimer. parcelLab does not warrant that the Service will meet Client’s requirements, that the operation of the Service will be error-free, timely or the operation therefore will be uninterrupted or that Service errors will be corrected. EXCEPT AS PROVIDED IN SECTION 6.1, THE SERVICE HEREUNDER IS PROVIDED “AS IS” AND PARCELLAB MAKES NO WARRANTY OF ANY KIND WITH REGARD TO THE SERVICE OTHER THAN THAT THE SERVICE WILL CONTINUE TO MEET THE DOCUMENTATION. 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.
6.4 No advice or information, whether oral or written, obtained from parcelLab or elsewhere will create any warranty not expressly stated in this Agreement.
7. INDEMNIFICATION.
7.1 Infringement Indemnity. Subject to Client’s compliance with the terms and conditions of this Agreement, parcelLab will, at its option, defend or settle any action brought against Client to the extent that it is based upon a third party claim that the Service, as provided by parcelLab to Client under this Agreement and used within the scope of this Agreement, infringes any Intellectual Property Rights, and will pay any costs, damages and reasonable attorneys’ fees attributable to such claim that are awarded against Client, provided that Client: (a) promptly notifies parcelLab in writing of the claim; (b) grants parcelLab sole control of the defense and settlement of the claim; and (c) provides parcelLab, at parcelLab’s expense, with all assistance, information and authority reasonably required for the defense or settlement of the claim.
7.2 Injunctions. If Client’s use of any of the Service hereunder is, or in parcelLab’s opinion is likely to be, enjoined due to the type of claim specified in Section 7.1 above, parcelLab may, at its sole option and expense: (a) procure for Client the right to continue using such Service under the terms and conditions of this Agreement; (b) replace or modify such Service so that it is non-infringing and substantially equivalent in function to the enjoined Service; or (c) if options (a) and (b) above cannot be accomplished despite parcelLab’s commercially reasonable efforts, then parcelLab may terminate Client’s rights and parcelLab’s obligations hereunder with respect to such Service and refund to Client the amount of fees paid to parcelLab for the Service less an amount for depreciation determined on a straight-line four year depreciation basis with a commencement date as of the effective date of the respective Order Form.
7.3 Exclusions. Notwithstanding Section 7.1, parcelLab will have no liability for any infringement or misappropriation claim of any kind to the extent that it results from (a) Client’s operation, combination or use of the Service with equipment, devices, software or data not supplied by parcelLab, if a claim would not have occurred but for operation, combination or use; (b) Client’s use of the Service other than in accordance with this Agreement or the Documentation; (c) modifications of the Service by anyone other than parcelLab where the unmodified version of the Service would not be infringing; (d) use by users or Affiliates of Client not permitted by this Agreement; or (e) Client uses a version of the Service which has been superseded and/or is no longer supported by parcelLab, if the claim could have been avoided by using the current version of the Service.
7.4 Sole Remedy. THE PROVISIONS OF THIS SECTION 7 SET FORTH PARCELLAB’S SOLE AND EXCLUSIVE OBLIGATIONS, AND CLIENT’S SOLE AND EXCLUSIVE REMEDIES, WITH RESPECT TO INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS OF ANY KIND.
7.5 Client shall indemnify, defend, and hold harmless parcelLab from and against any and all third-party claims arising out of or relating to (i) Client’s gross negligence or wilful
misconduct; or (ii) actual or alleged infringement of a third party’s intellectual property rights, or violation of applicable law, by the Client Data, when used as permitted hereunder.
7.6 The indemnification obligations contained in this Section are conditioned on: (i) prompt written notice of the claim by the Party seeking indemnity (“Indemnitee”) to the Party with the indemnity obligation (“Indemnitor”); (ii) sole control of the selection of counsel and defense of the claim by the Indemnitor, provided that the Indemnitee may engage its own legal counsel at its own expense, and Indemnitor shall not settle any claim where such settlement contains any admission by, or imposes any liability on, the Indemnitee; and (iii) reasonable assistance by the Indemnitee at the Indemnitor’s request and expense.
8. LIMITATION OF LIABILITY.
8.1 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. ParcelLab’s total cumulative liability under this Agreement shall not exceed the amount of the fees paid by Client for the Service as applicable, during the preceding twelve (12) months which gave rise to a claim.
8.2 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.
9. CONFIDENTIALITY.
9.1 ““Confidential Information” is a defined term under the Agreement.
9.2 Exclusions. Confidential Information does not include information that: (i) was publicly known and made generally available in the public domain prior to the time of disclosure by the disclosing party; (ii) becomes publicly known and made generally available after disclosure by the disclosing party to the receiving party through no action or inaction of the receiving party; (iii) is already in the possession of the receiving party at the time of disclosure by the disclosing party as shown by the receiving party’s files and records immediately prior to the time of disclosure; (iv) is obtained by the receiving party from a third party without a breach of such third party’s obligations of confidentiality; or (v) is independently developed by the receiving party without use of or reference to the disclosing party’s Confidential Information, as shown by documents and other competent evidence in the receiving party’s possession.
9.3 Disclosure Restrictions. Each party will not disclose such Confidential Information to any third party except to those of its employees and subcontractors that need to know such Confidential Information for the purpose of performing this Agreement, provided that each such employee and subcontractor is subject to a written agreement that includes binding use and disclosure restrictions that are at least as protective as those set forth herein and each party will remain directly liable and responsible to the other party and its licensors for any violation by a party or its subcontractors hereunder. Each party will use all reasonable efforts to maintain the confidentiality of all such Confidential Information in its possession or control, but in no event less than the efforts that such party ordinarily uses with respect to its own proprietary information of similar nature and importance. The foregoing obligations will not restrict either party from disclosing Confidential Information of the other party: (a) pursuant to the order or requirement of a court, administrative agency, or other governmental body, provided that the party required to make such a disclosure gives reasonable notice to the other party to contest such order or requirement; and (b) on a confidential basis to its legal or financial advisors. In addition, each party may disclose the terms and conditions of this Agreement: (a) as required under applicable securities regulations; and (b) on a confidential basis to present or future providers of venture capital and/or potential private investors in or acquirers of such party.
10. DATA PROTECTION.
10.1 parcelLab shall maintain up-to-date industry-standard security controls, which controls shall protect the confidentiality, privacy, integrity, and availability of all data provided by and/or belonging to Client or its licensors, including the data, and unauthorized access to the Service. parcelLab agrees to report to Client in writing (e-mail) as soon as possible any event that might suggest a security incident (improper use of rights, hacking, viruses, loss or theft of data etc.). In the case of an actual security incident parcelLab shall report this promptly to Client in writing (or via email to an authorized representative of Client).
10.2 The Parties acknowledge and agree that for the purposes of Data Protection Legislation, Client is the controller and parcelLab is the processor of personal data. 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. parcelLab agrees that it will (i) have reasonable and appropriate physical, technical, and organizational measures in place to protect the personal data against unauthorized or unlawful processing and against accidental loss or destruction of, or damage to, the personal data; (ii) take reasonable steps to ensure the reliability and fitness of any of its personnel who will have access to personal data, and that such personnel maintain the confidential nature of Client’s Confidential Information; (iii) act only on Client’s documented instructions with respect to personal data; (iv) not transfer or otherwise process personal data outside the European Economic Area without the prior written consent of Client (it being understood that this Agreement constitutes written consent to the transfer to the United States); (vi) delete or return all of the personal data to Client upon Client’s request; and (vii) not access systems where such access, in parcelLab’s reasonable opinion, violate its third party confidentiality obligations.
11. ENTITY CONTRACTING WITH CLIENT; DISPUTE RESOLUTION;
GOVERNING LAW.
11.1 Unless otherwise provided in the Order Form, all references to “parcelLab” under the Agreement, the applicable law governing in any dispute or lawsuit arising out of or in connection with the Agreement, and which courts shall have exclusive jurisdiction over any such dispute or lawsuit, is dependent on the Client’s business address provided in the Order Form, as follows:
| Client Business Address | pL contracting party | Governing law | Jurisdiction |
|---|---|---|---|
| United States and Canada | parcelLab Inc. | Laws of Delaware | Federal and State Courts of the State of Delaware |
| United Kingdom & Ireland | parcelLab Ltd. | English laws | Court of London, England |
| France | parcelLab Sas | French Law | Courts of Paris, France |
| EMEA and rest of the world | parcelLab GmbH | German law | Courts of Munich, Germany |
The parties expressly agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply.
12. MISCELLANEOUS.
12.1 Neither Party may assign this Agreement without the prior written consent of the other Party, provided however that either Party may assign or transfer this 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 of the assigning Party’s assets. Any attempted assignment in violation of this Section shall be null and void.
12.2 During the Term, parcelLab may identify Client as a parcelLab customer and use Client’s name and logo on its websites and in marketing materials. Any other uses of Client’s name or logo requires Client’s prior written consent. parcelLab may ask Client to participate in joint marketing activities (e.g. press release, case study, reference calls).
12.3 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. 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.
12.4 Severability. If for any reason a court of competent jurisdiction finds any provision of this Agreement invalid or unenforceable, that provision of the Agreement will be enforced to the maximum extent permissible, and the other provisions of this Agreement will remain in full force and effect.
12.5 Amendments. Except as expressly agreed to by each party’s authorized representative in the relevant Order Form, this Agreement may not be amended, modified, or supplemented by the parties in any manner, except by a written instrument signed by an authorized representative of parcelLab and Client.
12.6 Waiver. The failure by either party to enforce any provision of this Agreement will not constitute a waiver of future enforcement of that or any other provision.
12.7 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 days, either of the parties shall be entitled to terminate the agreement in writing.
12.8 This Agreement, including any Exhibits or schedules hereto, constitutes the entire and exclusive understanding and agreement between the parties with respect to the subject matter hereof and supersedes all prior and/or contemporaneous agreements and understandings, written or oral, between the parties with respect to the subject matter hereof. Any terms and conditions contained in any purchase order that are inconsistent with or in addition to the terms and conditions of this Agreement will be deemed stricken from such purchase order, unless expressly agreed to in writing by parcelLab.
12.9 Client acknowledges and agrees that any copying or use of the Service other than as expressly permitted by this Agreement would result in irreparable injury to parcelLab for which money damages would be inadequate and in such event parcelLab shall have the right, in addition to other remedies available at law and in equity, to immediate injunctive relief to prevent any such unauthorized use. Except as expressly set forth in this Agreement, the exercise by either party of any of its remedies under this Agreement will be without prejudice to its other remedies under this Agreement or otherwise.
12.10 All notices required or permitted under this Agreement will be in writing and delivered by confirmed email transmission, by courier or overnight delivery services, or by certified mail, and in each instance will be deemed given upon receipt (notices for any applicable term renewals may also be provided via email to the address listed in the applicable Order Form). All communications will be sent to the addresses set forth above or to such other address as may be specified by either party to the other in accordance with this Section. Either party may change its address for notices under this Agreement by giving written notice to the other party by the means specified in this Section.
12.11 The exchange of a fully executed Order Form (in counterparts or otherwise) by digital signature or by other electronic means, such as portable document format (.pdf) file, shall be sufficient to bind the parties to the terms and conditions of this Agreement.
