TERMS AND CONDITIONS

1. Introduction
2. These Terms and Conditions (“Terms” or “Agreement”) pertains to the SIDEUP’s Services which governs the use of SIDEUP’s Services by the Client, between SIDEUP (“SIDEUP”, We, or us) and the subscribed Client whether an individual or a legally formed entity (the “Client” or “you” refers to party subscriber to the Services provided by SIDEUP). SIDEUP and Client are collective referred to as “Parties” If you are entering into this Agreement on behalf of a company or other legal entity you hereby represent that you have the authority to bind such entity to the terms and conditions of this Agreement, and Client shall mean such entity. If you do not have such authority or you or such entity do not agree to the Terms and Conditions set out in this Agreement, you must not accept this Agreement and neither you nor such entity may use the services.

These Terms constitute a legal agreement between You and SIDEUP which are made available at our website https://sa.sideup.co/ (“Website”), (Website definition shall include for the purpose of this Agreement, any of the mobile applications that are related and relevant to SIDEUP and/or any software solution of SIDEUP). If you use the Service, you represent that you have the capacity to be bound by these Terms. You agree that you are not using the Service for any illegal purpose. And by using the SIDEUP Services, you agree to be bound by these Terms, and any and all conditions established by SIDEUP in connection with the Service. If you do not agree to the Terms in their entirety, you are not authorized to subscribe to any of the SIDEUP Services or use the SIDEUP solutions or products in any manner. You agree that we may send you communications regarding the Services, consistent with our Privacy Policy. We reserve the right to make changes to the Terms at any time. Your continued usage of the SIDEUP Services after any such modification and notification thereof shall constitute your consent to such modification.

PLEASE READ THIS AGREEMENT CAREFULLY. BY ACCEPTING THIS AGREEMENT, BY USING THIS WEBSITE, CLICKING A BOX INDICATING YOUR ACCEPTANCE OR BY EXECUTING A SUBSCRIPTION AGREEMENT TO ANY OF THE SIDEUP SERVICES OR AN ORDER THAT REFERENCES THIS AGREEMENT, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT.

1. Certain Definitions.
   • “Order” means one or more SIDEUP’s orders executed by the Client for the SIDEUP Services.
   • “Services” means all SIDEUP products, services, and materials located on or accessible through the Website, offering the local and global logistics support, storage services.
   • “Third-Party Products” means any third-party information, website, product, service, or materials referenced in, accessible through, or provided in connection with, the Website or Services.

1. Eligibility. 

1. Minimum Age. The Services and Website are available only to persons who are the age of majority and can form legally binding contracts under applicable law. Without limiting the foregoing, the Services and Website are not intended to be used by individuals under the age of 18. If you do not qualify, please do not use the Services or access the Website.
2. Registration. In order to use the Services, you must establish a Services account (“Account”) by registering with SIDEUP. You may be required to submit a valid means of payment for which you are authorized to purchase Services. You will provide true, accurate, current, and complete information when registering for an Account and will update the information as necessary to keep your Account and payment information current. As part of the registration process, you will provide SIDEUP with a username and password for your Account (together “Account Credentials”) and sign a template agreement. SIDEUP reserves the right to refuse registration of, or cancel, accounts that violate these Terms or SIDEUP’s policy.

• The Services

1. Description of Services. The Services constitutes of enabling the Client through the Website, and the Account dashboard, the accessibility to the local and global logistics support, storage services, to arrange and schedule shipping carrier and/or logistics services with independent third-party providers of such services, and solutions, including independent third-party logistics, courier and package delivery service providers. YOU ACKNOWLEDGE THAT SIDEUP DOES NOT PROVIDE TRANSPORTATION OR LOGISTICS SERVICES OR FUNCTION AS A TRANSPORTATION CARRIER AND THAT ALL SUCH TRANSPORTATION OR LOGISTICS SERVICES ARE PROVIDED BY INDEPENDENT COURIER PARTNERS WHO ARE NOT EMPLOYED BY SIDEUP OR ANY OF ITS AFFILIATES.

2. Subject to your compliance with these Terms, SIDEUP grants you a limited, non-exclusive, non-sublicensable, revocable, non-transferrable license to: (i) access and use the Website and dashboard through the Service Account; and (ii) access and use any content, information and related materials that may be made available through the Services.

3. You may not: (i) remove any copyright, trademark or other proprietary notices from any portion of the Services; (ii) reproduce, modify, prepare derivative works based upon, distribute, license, lease, sell, resell, transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit the Services except as expressly permitted by SIDEUP; (iii) decompile, reverse engineer or disassemble the Services; (iv) cause or launch any programs or codes for the purpose of burdening or hindering the operation and/or functionality of any aspect of the Services; or (v) attempt to gain unauthorized access to or impair any aspect of the Services or its related systems or networks.

1. Payment

You understand that use of the Services may result in charges to you for the services or goods of SIDEUP (“Charges ”). After you have received services or goods obtained through your use of the Service. You acknowledge Charges paid for the services or goods you receive from a Third Party Provider through the dashboard as per the applicable charges, Payment of the Charges in such manner shall be considered the same as payment made directly by you to the Third Party Provider. Charges paid by you are final and non-refundable, unless otherwise determined by SIDEUP. All Charges are due immediately and payment will be facilitated by SIDEUP using the preferred payment method designated in your Account. If your primary Account payment method is determined to be expired, invalid or otherwise not able to be charged, you agree that SIDEUP may, use a secondary payment method in your Account, if available. SIDEUP reserves the right to establish, remove and/or revise Charges for any or all services or goods obtained through the use of the Services at any time in SIDEUP’s sole discretion. Further, you acknowledge and agree that Charges applicable in certain geographical areas may change.

1. Security.

1. Generally. You are responsible for maintaining the security of your Account Credentials and for all Services ordered, accessed, or otherwise used in connection with your Account Credentials and all actions taken in association therewith. You will not share your Account Credentials with any third party.
2. Payment Cards. SIDEUP undertakes regular assessments consistent with the applicable Payment Card Industry Data Security Standards (“PCI”). You represent and warrant that you will determine the PCI merchant requirements applicable to you and your use of the Services.
3. Security Measures. SIDEUP will provide a secure environment (including appropriate technical, physical and organizational security measures and safeguards) for customer data stored and processed via the dashboard (“Customer Data”) in order to protect Customer Data from unauthorized access and use.

1. Use Restrictions.

This is an agreement for Services, and you are not granted a license to any software by these Terms. Except as permitted and non-excludable under applicable law, you will not, directly or indirectly: reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of or included in the Services or any software, documentation or data related to the Services (“Software”); modify, translate or create derivative works based on the Services or any software; or copy (except for archival purposes), distribute, pledge, assign or otherwise transfer or encumber rights to the Services or any software; use the Services or any software for timesharing or service bureau purposes or otherwise for the benefit of a third party; or remove any proprietary notices or labels.

• Intellectual Property.

1. User Content.

1. • License. We do not claim any intellectual property rights over the content you provide to SIDEUP. All of your content remains yours. When providing content using the Services (directly or indirectly), you grant us a non-exclusive, worldwide, royalty-free, sublicensable (through multiple tiers) right to exercise any and all copyright, trademark, patent, publicity, moral (where permitted), database, and/or other intellectual property rights (collectively, “IP Rights“) you have in that content or associated with your store in connection with our provision of the Services, in any media known now or developed in the future.
   • Representations and Warranties. You represent and warrant that, for all such content you provide, you own or otherwise control all necessary rights to do so and to meet your obligations under these Terms. You represent and warrant that such content is accurate. You represent and warrant that use of any such content (including derivative works) by us, our users, or others in contract with us, and in compliance with these Terms, does not and will not infringe any IP Rights of any third party. To the extent permitted by applicable law, SIDEUP takes no responsibility and assumes no liability for any content provided by you or any third party.

1. SIDEUP Content.

1. • Restrictions. All rights not expressly granted by SIDEUP to you in these Terms are hereby reserved by SIDEUP. There are no implied rights save to the extent rights cannot be excluded by applicable law. You may not use, imitate, or copy, in whole or in part, any SIDEUP trademark, service mark, trade dress, logo, or other branding (collectively, “Marks”) without, in each instance, SIDEUP’s prior written consent, in SIDEUP’s discretion. All permitted use of SIDEUP’s Marks will inure to the benefit of SIDEUP.
   • Ownership. As between the Parties, the Website and Services, including, without limitation, any and all APIs, Software, documentation, images, video, content, logos, page headers, custom graphics, design and user interface elements, scripts, and other materials contained therein or provided in connection therewith, and all modifications, enhancements, and updates thereto, as well as all IP Rights associated with any of these materials (collectively, “SIDEUP IP“) are owned by SIDEUP and/or its third party sponsors, partners, and suppliers. You have no right or license in or to the SIDEUP IP other than the right to use the Services, in compliance with the Terms, during the applicable subscription period.

1. Feedback. You may provide SIDEUP with ideas, opinions, recommendations, feedback, or advice in connection with your use of the Services (collectively, “Feedback“). If you submit Feedback to SIDEUP, you hereby grant SIDEUP an irrevocable, perpetual, transferable, non-exclusive, fully-paid-up, royalty-free, worldwide license (sublicensable through multiple tiers) to: (a) use, copy, distribute, reproduce, modify, create derivative works of, adapt, publish, translate, publicly perform, and publicly display such Feedback (or any modification thereto), in whole or in part, in any format, medium or application now known or later developed; and (b) use, and permit others to use, Feedback in any manner and for any purpose (including, without limitation, commercial purposes) that SIDEUP deems appropriate in its discretion (including, without limitation, incorporating Feedback, in whole or in part, into any technology, product or service).

• Indemnification.

1. DISCLAIMER. THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” SIDEUP DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, NOT EXPRESSLY SET OUT IN THESE TERMS, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. IN ADDITION, SIDEUP MAKES NO REPRESENTATION, WARRANTY, OR GUARANTEE REGARDING THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY OR AVAILABILITY OF THE SERVICES OR ANY SERVICES OR GOODS REQUESTED THROUGH THE USE OF THE SERVICES, OR THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. SIDEUP DOES NOT GUARANTEE THE QUALITY, SUITABILITY, SAFETY OR ABILITY OF THIRD PARTY PROVIDERS. YOU AGREE THAT THE ENTIRE RISK ARISING OUT OF YOUR USE OF THE SERVICES, AND ANY SERVICE OR GOOD REQUESTED IN CONNECTION THEREWITH, REMAINS SOLELY WITH YOU, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW. SIDEUP MAKES NO WARRANTIES, CONDITIONS OR REPRESENTATIONS ABOUT (I) THE ABILITY OF THE WEBSITE, SERVICES, OR SOFTWARE TO PERFORM WITHOUT LIMITATION OR RESTRICTION IN ANY GIVEN ENVIRONMENT, (II) THE ACCURACY, COMPLETENESS, OR CONTENT OF THE WEBSITE, SERVICES, OR SOFTWARE, (III) THE ACCURACY, COMPLETENESS, OR CONTENT OF ANY LINKED SITES (THROUGH HYPERLINKS, BANNER ADVERTISING OR OTHERWISE), AND/OR (IV) THIRD-PARTY PRODUCTS, AND SIDEUP ASSUMES NO LIABILITY OR RESPONSIBILITY THEREWITH.
2. LIMITATION OF LIABILITY. SIDEUP SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOST DATA, PERSONAL INJURY OR PROPERTY DAMAGE RELATED TO, IN CONNECTION WITH, OR OTHERWISE RESULTING FROM ANY USE OF THE SERVICES, EVEN IF SIDEUP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SIDEUP SHALL NOT BE LIABLE FOR ANY DAMAGES, LIABILITY OR LOSSES ARISING OUT OF: (i) YOUR USE OF OR RELIANCE ON THE SERVICES OR YOUR INABILITY TO ACCESS OR USE THE SERVICES; OR (ii) ANY TRANSACTION OR RELATIONSHIP BETWEEN YOU AND ANY THIRD-PARTY PROVIDER, EVEN IF SIDEUP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SIDEUP SHALL NOT BE LIABLE FOR DELAY OR FAILURE IN PERFORMANCE RESULTING FROM CAUSES BEYOND SIDEUP’S REASONABLE CONTROL.  SIDEUP’s SERVICES MAY BE USED BY YOU IN CONNECTION TO CARRIER AND LOGISTICS SERVICES WITH THIRD PARTY PROVIDERS, BUT YOU AGREE THAT SIDEUP HAS NO RESPONSIBILITY OR LIABILITY TO YOU RELATED TO ANY TRANSPORTATION, GOODS OR LOGISTICS SERVICES PROVIDED TO YOU BY THIRD PARTY PROVIDERS OTHER THAN AS EXPRESSLY SET FORTH IN THESE TERMS. THE LIMITATIONS AND DISCLAIMER IN THIS SECTION  DO NOT PURPORT TO LIMIT LIABILITY OR ALTER YOUR RIGHTS AS A CONSUMER THAT CANNOT BE EXCLUDED UNDER APPLICABLE LAW.
3. Indemnity. You agree to indemnify and hold SIDEUP and its officers, directors, employees and agents harmless from any and all claims, demands, losses, liabilities, and expenses (including attorneys’ fees) arising out of or in connection with: (i) your use of the Services or services or goods obtained through your use of the Services; (ii) your breach or violation of any of these Terms; (iii) your violation of the rights of any third party, including third party service providers.
4. Excluded Damages and Theories. SIDEUP and its suppliers and affiliates assume no responsibility with respect to your or your user’s use of the website, software, or services and will not be liable for any indirect, consequential, incidental, punitive, extraordinary, exemplary or special damages, including, without limitation the following, unless prohibited by applicable law, loss of use, business interruptions, loss of data, loss of profits, and lost revenue, whether such damages are alleged in tort, contract or any other legal or equitable theory, and whether or not SIDEUP is aware of the possibility of such damages.

5. Jurisdictions Limitations. These disclaimers apply to the fullest extent permitted by law and will survive any termination or expiration of these terms. Some jurisdictions may not allow the exclusion and/or limitation of implied representations, conditions or warranties, or allow limitations on how long an implied warranty lasts, so the above limitations or exclusions may not apply to you. In such event, SIDEUP’s warranties, conditions and representations will be limited to the greatest extent permitted by applicable law in such jurisdiction.
6. Third-Party Products. The reference to, or availability of, third-party products in connection with the services or website does not constitute, and will not be construed as constituting, an endorsement, authorization, sponsorship, or affiliation by or with sideup with respect to such third-party products.
7. Legal, Tax, Financial, Other Communications. No oral or written information or advice or communications provided by SIDEUP or any of its employees will constitute personal, legal, tax or financial advice or create a warranty, condition or representation of any kind.

1. Miscellaneous.

1. Modifications. SIDEUP reserves the right, in its discretion, to change, modify, add to, or remove portions of the Terms (collectively, “Changes”), at any time. SIDEUP will notify you of Changes by sending an email to the address identified in your Account and by posting a revised version of the Terms incorporating the Changes to its Website. Your continued use of the Website or Services following notice of the Changes (or posting of the Terms incorporating the Changes in the event your email address is no longer valid, is blocked, or is otherwise not able to receive the notice) will mean that you accept and agree to the Changes. Such Changes will apply prospectively beginning on the date the Changes are posted to the Website. 
2. Term; Termination.

• Term. The Services will be provided to you for the duration of your Services subscription or Order, unless earlier cancelled by you or terminated by SIDEUP. You may cancel your Services subscription at any time. These Terms will automatically terminate upon the cancellation of all of your Services subscriptions. SIDEUP may terminate these Terms or your Services subscription(s) at any time, with or without cause, upon written notice. SIDEUP will have no liability to you or any third party because of such termination. Termination of these Terms will terminate all of your Services subscriptions.
• Effect of Termination. Upon termination of these Terms by either party for any reason, or cancellation or expiration of your Services subscriptions: (i) SIDEUP will cease providing the Services; (ii) you will not be entitled to any refunds of any subscription or usage fees, or any other fees, pro rata or otherwise; (iii) any fees you owe to SIDEUP will immediately become due and payable in full; and (iv) SIDEUP may delete your archived data within 30 days. All sections of the Terms that expressly provide for survival, or by their nature should survive, will survive termination of the Terms, including, without limitation, confidentiality, indemnification, warranty disclaimers, and limitations of liability.

1. Jurisdictions; Limitations. Confidentiality.

1. • Definition. “Confidential Information” means the business, technical and financial information disclosed to one party (the “Receiving Party”) by the other party (the “Disclosing Party”) pursuant to these Terms and includes all information marked by the Disclosing Party as confidential and any other information, whether written or oral, that the Receiving Party should reasonably understand is confidential to the Disclosing Party.
   • Obligations. The Receiving Party will: (i) hold the Confidential Information of the Disclosing Party in trust and confidence and not disclose or release the Confidential Information to any third party except as provided in these Terms; and (ii) not use the Confidential Information for any purpose except for the purposes described in these Terms. The disclosure of Confidential Information pursuant to these Terms is not intended in any way to transfer or grant any right, title or interest in or to such Confidential Information to the Receiving Party unless otherwise expressly indicated by the Disclosing Party in writing.
   • Standard of Care. The standard of care imposed on each party pursuant to this Section will be the same degree of care as it uses to avoid the unauthorized use, disclosure, or dissemination of its own Confidential Information of a similar nature, but not less than a commercially reasonable degree of care.
   • Limitation. Each party will disclose the Confidential Information of the other party only to those of its employees, consultants and contractors (“Personnel”) who have agreed, either as a condition of employment, representation or in a written agreement, to be bound by terms and conditions substantially as protective as the confidentiality terms and conditions applicable to the Receiving Party under this Section.
   • Exclusions. Confidential Information excludes information that is (i) rightfully in the Receiving Party’s possession without obligation of confidentiality prior to receipt from the Disclosing Party, (ii) a matter of public knowledge through no fault of the Receiving Party, (iii) rightfully furnished to the Receiving Party by a third party without restriction on disclosure or use; or (iv) independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information.
   • Requests for Confidential Information. A Receiving Party may disclose Confidential Information pursuant to a valid court order or order of an authorized government agency, provided that (if not legally prohibited) the Receiving Party has given the Disclosing Party prompt notice so that the Disclosing Party will have an opportunity to defend, limit or protect against such disclosure and the Receiving Party limits such disclosure to only that Confidential Information subject to the applicable order.
   • Survival. The terms of this Section will survive for as long as the Confidential Information remains confidential.

1. Taxes. All Fees are exclusive of all taxes, duties, and levies of any kind, including any sales, use, excise, VAT, and other applicable taxes, withholdings, and governmental charges (collectively, “Taxes”). Client shall be solely responsible for the payment of all applicable Taxes, other than taxes on SIDEUP income. If SIDEUP pays any such amounts on behalf of Client, the Client shall reimburse SIDEUP upon presentation of proof of payment.
2. Backup Storage. For its own operational efficiencies and purposes, SIDEUP from time to time back up data on its servers, but is under no obligation or duty to you to do so under these Terms or otherwise. It is solely your duty and responsibility to backup separately your files and data that may reside on SIDEUP servers. To the fullest extent permitted by applicable law, under no circumstances will SIDEUP be liable to you, your users, or any third party for damages of any kind, under any legal theory, for loss of files and/or data on any SIDEUP server.
3. No Assignment by You. You may not assign your rights or obligations under these Terms without the prior written consent of SIDEUP, which SIDEUP may refuse in its sole discretion. Any attempted assignment without prior written consent from SIDEUP will be deemed null and void. SIDEUP may assign its rights and/or obligations under these Terms at any time. Subject to the foregoing, these Terms will bind and inure to the benefit of the Parties, their respective successors and permitted assigns.
4. Entire Agreement. These Terms are the complete and exclusive statement of the mutual understanding of the Parties and supersedes and cancels all previous written and oral agreements, communications, and other understandings relating to the subject matter of these Terms, and any modifications must be in a writing signed by both Parties, except as otherwise provided herein.

1. Governing Law; Jurisdiction. The Agreement and the relationship of the Parties in connection with the subject matter of the Agreement shall first be resolved amicably. The governing law of the contract shall be the substantive law of the nation where the service is being provided Any dispute arising out of or in connection with this contract, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by the competent courts of such nation.
2. Severability. If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that the Terms will otherwise remain in full force and effect and enforceable.
3. Waiver. No waiver of any provision of these Terms, nor consent by SIDEUP to the breach of or departure from any provision of these Terms, will in any event be binding on or effective against SIDEUP unless it be in writing and signed by a duly authorized representative of SIDEUP, and then such waiver will be effective only in the specific instance and for the specific purpose for which given.
4. Notices.

1. • You consent to receive electronically any communications from SIDEUP. We may communicate with you through the email address specified in your account or by posting notices on the Website. You agree that all agreements, notices, disclosures and other communications that are provided to you electronically satisfy any requirement that such communications be in writing. All notices from us intended for receipt by you shall be deemed delivered when sent to the email address you provide to us.
   • Notices to SIDEUP must be sent to: Partners@sideup.co.

1. Section Headings. The section headings and titles in these Terms are for convenience only and have no legal or contractual effect. These Terms will be interpreted without application of any strict construction in favor of or against you or SIDEUP.
2. Independent Contractors. No agency, partnership, joint venture or employment relationship is created by these Terms or your use of the Services, and you do not have any authority of any kind to bind SIDEUP in any respect whatsoever.
3. Marks. SIDEUP shall have the non-exclusive right and license to use the names, trademarks, service marks and logos associated with your store(s) to promote the Services.
4. Force Majeure. SIDEUP will have no liability to you, your users, or any third party for any failure by SIDEUP to perform its obligations under these Terms in the event that such non-performance arises as a result of the occurrence of an event beyond the reasonable control of SIDEUP, including, without limitation, an act of war or terrorism, natural disaster, failure of electricity supply, riot, civil disorder, or civil commotion or other force majeure event.
5. Third-Party Service Integration. Certain Third-Party Products may be integrated with the Services. SIDEUP may, in its discretion and without liability to you, decide to no longer support such integration and migrate your Services subscription to a different integration.