Términos y Condiciones

• DEFINICIONES

• "Shipturtle", "we", "us" ou "nosso" va a significar:
  • If you're a customer in India, Shipturtle Apps Private Limited, registered under the Companies Act, 1956, is located at No. 804 – Colonnade, Nr. Iskon Mandir BRTS Stop, Ahmedabad, Gujarat, India – 380017.
• "Você", "seu" ou "Cliente" refers to a person or legal entity registering for any Services we offer, regardless of type or duration, including those using Free Services. Customer information, such as the contracting entity's name and authorized representative, is as shown in the attached Order Form.
• "Uso Aceptable" o "AUP" will refer to our Acceptable Use Policy outlined at https://shipturtle.com/privacy-policy/;
• "Facture Mensuelle" will refer to a billing cycle for which charges are applied all at once, as shown in the Order Form;
• "Consultoria" refers to the professional services we offer, which may include training, installation, integration, or consulting services. Details of the Consulting Services will be included in the Order Form signed periodically under these Terms of Service.
• "Datos del Cliente" shall mean information about your clients that you provide or gather through the Subscription Services. Additional information we compile and provide for your use is not included in Customer Data;
• "Data Protection Agreement" significa el Anexo de Protección de Datos (DPA)
• "Sharing Party" will have the meaning defined in Clause 6.1.1;
• "Start Date" will refer to the date you accept these Terms of Service;
• "Force Majeure" means an act of war, hostility, sabotage, act of God, outages in electricity, internet, or telecommunications, cyber-attacks, government or regulatory restrictions (including denial or cancellation of any license), or any other event beyond the reasonable control of the obligated Party;
• "Complimentary Services" means any products or features, including Subscription Services, that we offer to you on a free or trial basis;
• "Shipturtle App", "Software", or "Platform" significa el conjunto de aplicaciones disponibles en https://www.shipturtle.com/ or any of its subdomains or any other URL/location we make available;
• "Order" or "Order Form" means the form you submit, including your details and the Services you've chosen, along with the applicable Service terms, pricing, and payment terms. Separate Order Forms can be submitted for different Subscription Services, and Order Forms may be updated or changed with mutual agreement;
• "Fiesta" "Shipturtle" refers to either Shipturtle or the Customer, and "Parties" refers to both Shipturtle and the Customer together;
• "Scheduled Maintenance" refers to the time when the Services may be offline for scheduled platform maintenance. We’ll aim to schedule this downtime during non-business hours, like weekends and public holidays. You'll get at least 24 hours' notice beforehand.
• "Privacy Policy" shall refer to our privacy policy outlined at https://www.shipturtle.com/privacy-policy;
• "Recipient" will have the meaning defined in Clause 6.1.1;
• "Limitaciones de Uso del Servicio" will have the meaning defined in Clause 3.3;
• "Confidential Info" will refer to passwords, financial data like bank account or credit card details, Social Security numbers, passport numbers, driver's license numbers, Aadhar numbers, or similar IDs, information about racial or ethnic background, political views, religious or philosophical beliefs, trade union membership, health conditions or data, medical records, sexual orientation, genetic info, biometric data, or other employment, financial, or health information, including any data covered by laws, regulations, or industry standards for data privacy and security, like HIPAA and PCI DSS;
• "Service Charges" shall mean the fees you need to pay for using any of the Services;
• "Servicios" means any service we provide to you, including but not limited to Subscription Services, Consulting Services, and Free Services;
• "Start Date" means the start date of the Subscription Services;
• "Subscription Costs" means the fees you pay for the Subscription Services;
• "Abonnementdienste" will refer to all of Shipturtle's web and mobile marketing and sales apps, tools, and platforms that you've subscribed to, developed and maintained by us, available at https://www.shipturtle.com or another specified URL, along with any related products and services we offer. Subscription Service details are outlined in the Order Form;
• "Abonnementdauer" means the starting period for your subscription to the applicable Subscription Services, as noted in the Order Form, and each following renewal period (if any). For Free Services, the Subscription Term is the time you have an account to access them;
• "Terms of Use" this refers to the Terms of Service between Shipturtle and you regarding the Services, including any updates communicated periodically;
• "Usuarios" individual people or accounts you designate and authorize to access Subscription Services.

• SERVICIOS INCLUIDOS

• Servicios de Suscripción
  • During the Subscription Term, you'll have access to the Subscription Services as outlined in these Terms of Service and the Order Form. You can subscribe to more features at any time (existing or new) by filling out an additional Order Form. We may update the Platform occasionally, without disrupting the Subscription Services. However, we're not obligated to release new features or updates. We make no guarantees about future features or functionalities, regardless of any public statements.
  • Subscription Services will be available 24/7, except during Planned Downtime or Force Majeure.
• Servicio de Consultoría
  • We will provide Consulting Services as outlined in the Order Form. Unless agreed otherwise, these services will be delivered remotely and in English.
• Third-Party Service Providers or Third-Party Apps
  • We may use third-party service providers, like app and hosting services, to deliver our Services without needing your consent. However, we remain responsible for those Services. We are not liable for any third-party providers or software you choose, with or without our consent, even if they're integrated with the Services.

• USO DE SERVICIOS POR SUSCRIPCIÓN

• Rights Granted
  • We give you a non-transferable, non-exclusive, worldwide right to allow authorized Users to access and use the Services per these Terms of Service, the relevant Order Form, and all applicable laws and regulations.
• Uso Aceptable
  • You agree to follow the Acceptable Use Policy. In particular, you will not:
    • use or launch any automated system, including "robots," "spiders," or "offline readers," that sends more requests to our servers in a time frame than a human could reasonably generate with a standard browser;
    • use the Subscription Services in any way that harms, disrupts, overloads, or damages our websites, or affects another party's use of the Subscription Services;
    • try to access the Subscription Services without permission;
    • make the Services accessible to anyone besides authorized Users;
    • Sell, resell, rent, or lease the Services unless it's clearly allowed in the Order Form.
    • utilize the Services to store or send infringing, defamatory, or illegal content, or to store or send material that violates third-party privacy rights;
    • Use the Services to store or send harmful code;
    • access Subscription Services outside of the interface we provide;
    • create derivative works from the Services or Software unless you have given us explicit authorization;
    • reverse engineer the Services or Software or access the Services to: (a) create a competing product or service, or (b) replicate any features, functions, or graphics of the Services; or
    • Use the Subscription Services for any unlawful purpose or in ways not allowed by these Terms of Service.
• Limitaciones del Uso del Servicio
  • The use of Services may be limited by criteria outlined at https://www.shipturtle.com/our-pricing et à https://www.shipturtle.com/features or may be better defined in the applicable Order Form. Examples of limitations include: number of unique Users who can access the Shipturtle Platform, monthly email sending limit, number of contacts you can manage, retention period for visit data, and number of landing pages you can host.
• Service Overuse
  • We may monitor and audit your use of the Services to ensure it stays within the Service Usage Limitations. If you exceed these limits, we will notify you and may apply additional pro-rata charges, suspend your Services, or both.
• Notice of Unauthorized Use
  • You must ensure that the Services are used per these Terms of Service. Notify us right away of any unauthorized use of your account or anyone's IDs and passwords by emailing abuse@shipturtle.com.

• TARIFS ET CONDITIONS DE PAIEMENT

Unless stated otherwise in the Order Form, you will pay us the fees below for the Services:

• Abonnementskosten
  • For Subscription Services, you'll pay the Subscription Fees listed in the Order Form. These fees will stay fixed throughout the Subscription Term unless:
    • you are overusing the Services by exceeding the maximum limits for contacts, email sends, visits, Users, or other applicable limits specified in the Service Usage Limitations.
    • you upgrade products or base plans; or
    • You subscribe to new features, packages, or products, including extra contacts.
  • If you exceed the Subscription Services, we may charge an extra fee based on your overuse. You will also have the option to update the Order Form to increase the allowed usage limits going forward.
  • New feature or additional Subscription Service fees will be charged pro-rata for the rest of the Subscription Term.
  • A subscription lets you access the Subscription Services for the Subscription Term. If your usage falls below the Service Usage Limitations or if you stop using the Services during the Subscription Term, we won't refund any Subscription Fees.
  • The Subscription Fees will stay the same during the Subscription Term of the Order Form and will only increase at renewal, based on the rate specified in the Order Form.
• Honoraires et frais de consultation
  • Any fees for Consulting Services will be listed in the corresponding Order Form.
  • For on-site consulting services, you'll cover all costs and expenses related to delivering the Services.
• Payment Conditions
  • All subscription fees are due in advance for the Subscription Term, before the start of each Billing Cycle, as detailed in the Order Form. All consulting fees must be paid before services begin, as specified in the Order Form.
  • If Services are used for only part of a month at the start, the Subscription Fees will be charged pro-rata.
  • All other payment terms will be in the relevant Order Form.
  • Service Fees are non-refundable, and payment obligations in an Order Form cannot be canceled unless stated otherwise in that Order Form.
• Payment Details and Authorizations
  • Please provide accurate credit card, debit card, or bank details needed to process the Service Fees. Update us if there are any changes in your payment information that may affect payment processing during the current or future billing cycles. We aren't responsible for any payment processing failures or delays caused by incorrect information you provide.
  • If you're paying by credit card, you authorize us to:
    • charge your credit card or bank account for any Service Fees due during the Subscription Term;
    • Your subscription will auto-renew unless you cancel at least 15 days before the renewal date. Cancellation requests made after the auto-charge will not be refunded; and
    • use a third party to handle payments, and you agree to share your payment information with that third party.
• Facturación
  • We will invoice you before the start of the initial Subscription Term and before delivering any Consulting Services. After that, we'll invoice you no more than 45 days before each Billing Cycle, renewal of the Subscription Term, or whenever fees are due. All invoiced amounts are due within 15 days from the invoice date, unless stated otherwise in the Order Form.
  • For late payments, we may charge interest at (i) 1.5% per month, or (ii) the maximum allowed by law, whichever is higher.
• Impuestos
  • All service fees do not include applicable taxes, levies, or other charges, which you'll need to pay.
  • You agree to provide any tax registration numbers we need for our records.
  • If you need to deduct or withhold any tax, you must pay the deducted amount as required by law and provide us with an additional amount so that we receive the full payment as if no deduction or withholding took place.

• PROPRIETARY RIGHTS AND OWNERSHIP

• Shipturtle Derechos
  • We own all global intellectual property rights to the Subscription Services, Consulting Services, Shipturtle Application/Platform, and Software (including any derivatives or improvements). Any suggestions, enhancement requests, feedback, recommendations, or other contributions you or anyone else provides regarding the Services or Software will be owned by us. You agree to assign and perform all necessary actions to ensure this ownership. Any rights not explicitly granted here are reserved by us.
  • You agree not to copy, rent, lease, sell, distribute, or create derivative works from the Subscription Services or Consulting Services, in whole or in part, by any means, unless we give you explicit written permission.
• Your Rights
  • You own any data, information, or materials you submit or create while using the Services. We do not own Customer Data. You are solely responsible for the accuracy, quality, legality, and ownership of the Customer Data. You allow us and our licensors to use the Customer Data only as needed to provide Subscription and Consulting Services under these Terms of Service.
• Utilizando tu nombre y logo
  • We value your brand and identity. Shipturtle will not use your company name, website, logo, or trademarks in any marketing or promotional materials without your written consent. If any unapproved references appear online, we will remove them quickly once notified.

• CONFIDENCIALIDAD

• Confidential Info
  • "Confidential Information" refers to all confidential data shared by one Party ("Disclosing Party") with the other Party ("Receiving Party"), whether spoken or written, marked as confidential or reasonably understood to be so based on the nature and context. Your Confidential Information includes Customer Data; our Confidential Information includes the Services; and both Parties' Confidential Information includes the terms of these Terms of Service and all Order Forms, along with business strategies, marketing plans, technology details, product designs, and processes shared by either Party. However, Confidential Information (except for Customer Data) does not include information that (i) is public knowledge without breaching any obligation to the Disclosing Party; (ii) the Receiving Party knew before it was disclosed by the Disclosing Party without breaching any obligation; (iii) comes from a third party without breaching any obligation to the Disclosing Party; or (iv) was independently created by the Receiving Party.
• Confidential Information Protection
  • The Receiving Party will protect Confidential Information with the same care it uses for its own confidential info (at least reasonable care). It won’t use any Confidential Information from the Disclosing Party for purposes outside these Terms of Service, unless authorized in writing. Access to the Disclosing Party's Confidential Information will be limited to its employees, consultants, contractors, and agents who need it for purposes aligned with these Terms and who have signed confidentiality agreements with protections that are at least as strong as those stated here.

• PROTECCIÓN DE DATOS DEL CLIENTE

• No Sensitive Data
  • You agree not to use the Subscription Services to collect, manage, or process Sensitive Information and take full responsibility for the type and amount of information gathered from your clients and potential clients.
• Aplicación de la UE - RGPD
  • If we handle any Customer Data subject to the EU's General Data Protection Regulation, the Data Protection Addendum applies. You agree that we can process Customer Data at any Shipturtle location, along with our affiliates, partners, and service providers, as per the Data Protection Addendum terms.
• Uso restringido de Datos del Cliente
  • No usamos ni permitimos que nadie más use los Datos del Cliente para contactar a ninguna persona o empresa, salvo que tú lo indiques o lo permitas. Usaremos los Datos del Cliente únicamente para proporcionar los Servicios de Suscripción y Servicios de Consultoría, y solo según lo permitido por la ley aplicable, estos Términos de Servicio y la Política de Privacidad, como se indica en https://www.shipturtle.com/privacy-policy.
• Aggregated and anonymized data
  • We may track how our customers use the Subscription Services and use the collected data in an anonymous, aggregated way. You agree that we can use and share this information, as long as it doesn’t include any Customer Data or identify you.
• Seguridad
  • We will implement and uphold suitable organizational and technical measures to protect the security, confidentiality, and integrity of Customer Data.
• Uso no autorizado de datos de Amazon
  • If Shipturtle suspects that an Authorized User is violating their agreement with Amazon, we will immediately notify Amazon at spapi-abuse@amazon.com. We will also quickly block the Authorized User's access to the Shipturtle App to prevent further violations or misuse of Amazon data.

• DURATION, RENEWAL, SUSPENSION, AND CANCELLATION

• These Terms of Service are effective from the Effective Date and will be binding between you and Shipturtle until all obligations are fulfilled, unless terminated earlier as outlined here.
• The Subscription Term starts on the Start Date in the Order Form and lasts for the specified period. It will automatically renew for another subscription period or 3 years, whichever is shorter, unless (i) you send a non-renewal notice to team@shipturtle.com at least 30 days before renewal; or (ii) a different Billing Cycle is noted in a renewal Order Form. Any new products or features added during the Subscription Term will renew together with it, unless stated otherwise in the Order Form.
• The term for Consulting Services will be as outlined in the Order Form. If you purchase recurring Consulting Services, they will be included in the subscription and renew with the Subscription Term.
• Free Services, if offered, will typically be available for the agreed trial period or until the Subscription Services Start Date, whichever comes first. However, we can suspend or terminate Free Services at any time and for any reason without notice.
• Accounts for subscriptions not renewed as per these Terms of Service will be deactivated and permanently deleted 30 days after the renewal due date.
• No termination without reason.
  • Neither Party can terminate these Terms of Service, a Subscription Term, or an Order Form for Consultancy Services without cause before the term ends. If you decide to stop using any Services early, you can do so, but Shipturtle won’t refund any fees already paid. Regardless of the Billing Cycle, you are responsible for paying all Service Fees for the rest of the Subscription Term.
• Service Suspension
  • We may suspend your account access after 15 days' written notice if any amounts are still due after the payment period specified in these Terms of Service or the Order Form.
  • We can suspend your account access immediately if (i) there's unauthorized access; (ii) you violate the Acceptable Use Policy; (iii) your use of the Services breaks any laws or regulations; or (iv) your use risks the Platform or other users.
  • If the reason for the suspension lasts 15 days, we may terminate these Terms of Service or the related Order Form, without affecting other remedies available under these Terms or applicable laws.
• Termination for Cause
  • Either Party can end these Terms of Service or an Order Form for cause: (i) with 30 days' written notice to the other Party for a material breach, if it’s not fixed by the end of that period; or (ii) immediately, if the other Party faces insolvency, bankruptcy, liquidation, or similar proceedings that aren’t paused by a court within 6 months.
• Consequences of expiration/termination
  • If any Services expire or end, all payments due will be immediately payable, regardless of the Billing Cycle. We won’t provide refunds, except if you terminate due to our serious breach, in which case we’ll refund a pro-rata amount of any Subscription Fees for the unused portion of the Subscription Term.
  • For 30 days after expiry or termination, we'll keep your data on the Platform. During this time, you can ask us to keep your account active for an extra fee or to provide a copy of your stored contacts. After the 30-day period, we will permanently delete all your account data without keeping a backup. You agree that we are not responsible for any data deletion.
  • For Free Services, we cannot provide access to or copies of your account data after expiration or termination; all data will be deleted from the Platform.
  • All terms that naturally survive termination (including but not limited to those related to intellectual property rights, data privacy, confidentiality, indemnity, and dispute resolution) will remain in effect after these Terms of Service end.

• INDEMNITÉ

• We will defend, indemnify, and protect you from any loss, damage, or costs (including reasonable attorney fees) related to claims made by a third party claiming that your use of the Services violates their intellectual property rights. You must (i) promptly notify us in writing of the claim; (ii) give us sole control of the defense and settlement (we won't settle unless it completely releases you from all liability); and (iii) provide us reasonable assistance at our expense.
• You agree to defend, indemnify, and hold us harmless from any loss, damage, or costs (including reasonable attorneys' fees) related to claims made by a third party that Customer Data or your use of the Services violates their privacy rights, intellectual property rights, or any law or regulation. We'll (i) promptly notify you in writing about the claim; (ii) give you full control over the defense and settlement (you can't settle unless it fully releases us from liability); and (iii) provide reasonable assistance at your expense.

• DISCLAIMERS & LIABILITY LIMITATIONS

• Warranty Disclaimer
  • WE MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, SECURITY, OR ACCURACY OF THE SUBSCRIPTION SERVICES, DATA FROM THE SUBSCRIPTION SERVICES, OR CONSULTING SERVICES FOR ANY PURPOSE. APPLICATION PROGRAMMING INTERFACES (APIs) MAY NOT ALWAYS BE AVAILABLE. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SUBSCRIPTION SERVICES AND CONSULTING SERVICES ARE PROVIDED "AS IS" WITHOUT ANY WARRANTY OR CONDITION, AND WE DISCLAIM ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED, OR STATUTORY, REGARDING THE SUBSCRIPTION SERVICES AND CONSULTING SERVICES, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
• Liability Limitations
  • UNDER NO CIRCUMSTANCES SHALL EITHER PARTY, ITS DIRECTORS, OFFICERS, OR AFFILIATES, BE LIABLE FOR ANY SPECIAL, PUNITIVE, INDIRECT, CONSEQUENTIAL, OR INCIDENTAL DAMAGES, INCLUDING BUT NOT LIMITED TO DATA LOSS, BUSINESS LOSS, OR OTHER DAMAGES (INCLUDING SERVICE REPLACEMENT) RELATED TO THESE TERMS OF SERVICE OR ANY THIRD-PARTY SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS APPLIES REGARDLESS OF WHETHER LIABILITY IS BASED ON CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY, OR OTHER LEGAL THEORY. FURTHER, NEITHER PARTY'S TOTAL LIABILITY UNDER THIS AGREEMENT (EXCLUDING INDEMNITY CLAIMS AND FEES DUE) SHALL EXCEED THE AMOUNT YOU PAID TO SHIPTURTLE IN THE SIX (6) MONTHS IMMEDIATELY BEFORE THE CLAIM OR USD 5000 (FIVE THOUSAND DOLLARS), WHICHEVER IS LOWER.

• DISPOSICIONES GENERALES

• FORCE MAJEURE. Neither Party is liable for delays or failures to perform due to Force Majeure, except for payment obligations. Each Party will make reasonable efforts to lessen the impact of a Force Majeure event.
• FORCED DISCLOSURE. We may disclose any information, including Customer Data and Confidential Information, if required by law, regulation, legal process, or government request. If possible, we will notify you beforehand.
• If any part of these Terms of Service is found by a court to be illegal, invalid, or unenforceable, the rest will stay in effect as much as possible. The Parties will negotiate in good faith to revise the invalid part to match its intended purpose within the law.
• RELATIONSHIP BETWEEN THE PARTIES. These Terms of Service and your use of the Services do not create any joint venture, partnership, employment, or agency relationship between you and Shipturtle.
• You can transfer your rights here if there's a merger or acquisition of most assets. For other cases, you need our written approval, which won’t be unreasonably denied. We can transfer these Terms of Service to any affiliate, or if there's a merger, reorganization, sale of most assets, change of control, or legal operation. In other cases, you’ll need to give us written approval, which we won’t unreasonably withhold.
• NO WAIVER. If either Party doesn't enforce a right or provision in these Terms, it doesn't mean they've waived that right or provision unless agreed to in writing.
• Any notice or communication required under these Terms of Service must be in writing and delivered to the address below by hand or registered post. Notices take effect upon receipt. However, notices about Service use, such as overuse and payments, can be emailed to the address below only. If to the Customer: Customer Name, Address, and Email ID as per Order Form. If to Shipturtle: Attn: Legal Department – Shipturtle, Shipturtle Apps Private Limited, No. 804 – Colonnade, Near Iskon Mandir BRTS Stop, Ahmedabad, Gujarat, India – 380017. Email: team@shipturtle.com

GOVERNING LAW AND DISPUTE RESOLUTION

• For Customers in India: These Terms of Service are governed by the laws of India. If any dispute arises regarding these Terms, parties should attempt to resolve it through discussions. If that fails, the issue will go to arbitration under the Arbitration and Conciliation Act, 1996, and the rules of the Arbitration and Conciliation Centre – Ahmedabad, established by the High Court of Gujarat. Arbitration will occur in Ahmedabad, in English. Subject to this, only the courts in Ahmedabad, India have exclusive jurisdiction.
• For Customers outside India: These Terms of Service are governed by the laws of New Jersey, USA, without regard to conflict of law principles. The U.N. Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act do not apply. Parties should attempt to resolve disputes through discussions. If unresolved, Parties agree to the exclusive jurisdiction of the state and federal courts in New Jersey, USA.

• COMPLETE AGREEMENT

These Terms of Service, including Order Forms, the Privacy Policy, the Acceptable Use Policy, and any updates or addenda, make up the full agreement between the Parties and replace all previous agreements, proposals, or representations, whether written or oral, regarding the subject. Different terms in a purchase order or future correspondence won’t be binding on us. Any changes to these Terms of Service will be communicated via the Shipturtle Application used for your Subscription Services and posted on our website. Modifications to an Order Form will require mutual agreement from both Parties.

• ORDER OF PRIORITY

If there's a conflict between these Terms of Service and an Order Form, the Order Form takes priority for that specific subject.