Master Services Agreement

This Master Services Agreement ("Agreement") is entered into between parcelLab GmbH, a company organized under the laws of Germany, with its registered office at Landwehrstraße 39, 80336 Munich, Germany ("parcelLab"), and the entity or individual identified in the applicable Order Form ("Customer"). This Agreement governs Customer's access to and use of the parcelLab platform and related services.

1. Definitions

"Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with a party to this Agreement.

"Authorized Users" means the individuals designated by Customer who are authorized to access and use the Services under Customer's account.

"Customer Data" means all data, including personal data, that Customer or its Authorized Users submit, upload, or transmit to or through the Services.

"Order Form" means the ordering document or online order specifying the Services, subscription term, fees, and other commercial terms agreed upon by the parties.

"Services" means the parcelLab post-purchase experience platform, including all features, functionality, APIs, integrations, and related support services made available by parcelLab under this Agreement.

2. Services and Access

2.1 Provision of Services

Subject to the terms of this Agreement and payment of all applicable fees, parcelLab grants Customer a non-exclusive, non-transferable right to access and use the Services during the subscription term as specified in the applicable Order Form.

2.2 Service Levels

parcelLab shall use commercially reasonable efforts to make the Services available in accordance with the Service Level Agreement (SLA) attached to or referenced in the applicable Order Form. The SLA defines uptime commitments, support response times, and any applicable service credits.

2.3 Modifications

parcelLab may update and modify the Services from time to time. Material changes that adversely affect Customer's use of the Services will be communicated with reasonable advance notice. parcelLab will not materially reduce the core functionality of the Services during an active subscription term.

3. Customer Obligations

3.1 Acceptable Use

Customer agrees to use the Services in compliance with all applicable laws and regulations and shall not use the Services in any manner that could impair, overburden, or damage the Services or interfere with any other party's use. Customer is responsible for the activities of all Authorized Users.

3.2 Account Security

Customer shall maintain the confidentiality of its account credentials and is responsible for all activity that occurs under its account. Customer shall promptly notify parcelLab of any unauthorized use or security breach.

4. Fees and Payment

4.1 Fees

Customer shall pay all fees as specified in the applicable Order Form. Unless otherwise stated, fees are quoted in Euros and are exclusive of applicable taxes. parcelLab may adjust fees for renewal terms with at least 60 days' prior written notice.

4.2 Payment Terms

Invoices are due within 30 days of the invoice date unless otherwise specified in the Order Form. Late payments shall accrue interest at the rate of 1.5% per month or the maximum rate permitted by law, whichever is less.

4.3 Taxes

Customer is responsible for all applicable taxes, levies, and duties, excluding taxes based on parcelLab's net income. If parcelLab is required to collect or remit taxes, such taxes will be invoiced to Customer.

5. Intellectual Property

5.1 parcelLab IP

parcelLab retains all right, title, and interest in the Services, including all intellectual property rights therein. This Agreement does not grant Customer any rights to parcelLab's trademarks, logos, or branding. Nothing in this Agreement transfers ownership of any intellectual property from parcelLab to Customer.

5.2 Customer Data

Customer retains all right, title, and interest in Customer Data. Customer grants parcelLab a non-exclusive, worldwide license to use, process, and store Customer Data solely to provide and improve the Services in accordance with this Agreement and applicable data protection laws.

5.3 Feedback

If Customer provides suggestions, ideas, or other feedback regarding the Services ("Feedback"), parcelLab may freely use and incorporate such Feedback without obligation to Customer.

6. Data Protection

The parties shall comply with all applicable data protection laws, including the GDPR where applicable. parcelLab's processing of personal data on behalf of Customer is governed by the Data Processing Agreement (DPA) incorporated into this Agreement by reference. The DPA is available at parcellab.com/gdpr.

7. Confidentiality

7.1 Definition

"Confidential Information" means all non-public information disclosed by either party to the other, whether orally, in writing, or electronically, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

7.2 Obligations

Each party agrees to protect the other party's Confidential Information using the same degree of care it uses to protect its own confidential information, but in no event less than a reasonable degree of care. Confidential Information may only be used for the purposes of this Agreement and disclosed to those who have a need to know and are bound by confidentiality obligations.

8. Warranties and Disclaimers

8.1 Mutual Warranties

Each party represents and warrants that (a) it has the legal power and authority to enter into this Agreement, and (b) this Agreement constitutes a valid and binding obligation, enforceable in accordance with its terms.

8.2 parcelLab Warranty

parcelLab warrants that the Services will perform materially in accordance with the applicable documentation during the subscription term. If the Services fail to meet this warranty, Customer's exclusive remedy is for parcelLab to use commercially reasonable efforts to correct the non-conformity or, if correction is not commercially feasible, to terminate the affected Order Form and refund prepaid fees for the unused portion of the term.

8.3 Disclaimer

EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SERVICES ARE PROVIDED "AS IS." PARCELLAB DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

9. Limitation of Liability

9.1 Liability Cap

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY'S AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL EXCEED THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

9.2 Exclusion of Damages

IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS OPPORTUNITY, REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10. Term and Termination

10.1 Term

This Agreement commences on the effective date of the initial Order Form and continues until all Order Forms have expired or been terminated. Each Order Form has the subscription term specified therein and will automatically renew for successive periods of the same duration unless either party provides written notice of non-renewal at least 60 days before the end of the then-current term.

10.2 Termination for Cause

Either party may terminate this Agreement or any Order Form if the other party materially breaches this Agreement and fails to cure such breach within 30 days of receiving written notice specifying the breach.

10.3 Effect of Termination

Upon termination, Customer's access to the Services will cease. parcelLab will make Customer Data available for export for a period of 30 days following termination, after which parcelLab may delete Customer Data in accordance with its data retention policies. Sections that by their nature should survive termination (including confidentiality, intellectual property, limitation of liability, and indemnification) shall survive.

11. Indemnification

11.1 By parcelLab

parcelLab shall defend Customer against any third-party claim alleging that the Services infringe such third party's intellectual property rights, and shall indemnify Customer for any damages finally awarded or settlements approved in writing by parcelLab.

11.2 By Customer

Customer shall defend parcelLab against any third-party claim arising from (a) Customer Data, (b) Customer's use of the Services in violation of this Agreement, or (c) Customer's breach of applicable laws. Customer shall indemnify parcelLab for any damages finally awarded or settlements approved in writing by Customer.

12. General Provisions

12.1 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of Germany, without regard to its conflict of laws principles. The exclusive jurisdiction for any disputes arising under this Agreement shall be the courts of Munich, Germany.

12.2 Assignment

Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign this Agreement in connection with a merger, acquisition, or sale of all or substantially all of its assets.

12.3 Entire Agreement

This Agreement, together with all Order Forms and referenced documents (including the DPA and SLA), constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior and contemporaneous agreements, proposals, or representations, written or oral.

12.4 Severability

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect. The invalid or unenforceable provision shall be modified to the minimum extent necessary to make it valid and enforceable.

12.5 Notices

All notices under this Agreement shall be in writing and sent to the addresses specified in the applicable Order Form. Notices may be delivered by email (with confirmed receipt), registered mail, or recognized courier service.

13. Contact

For questions about this Master Services Agreement, please contact:

parcelLab GmbH
Legal Department
Landwehrstraße 39
80336 Munich, Germany
Email: legal@parcellab.com