CartonCloud Terms of Service
Effective: 1 March 2026
Please review these Terms of Service (Terms) before using the CartonCloud website, software-as-a-service solution and any related services (Services). These Terms govern access to, use of and subscription to the Services.
These Terms, together with any referenced CartonCloud policies, and in the case of a customer purchasing a subscription, the quotation, rate card or other order agreed with Us (Quotation), form a legally binding agreement (Agreement) between You and, where the Services are provided in:
(a) North America or South America, CartonCloud CA Inc. BN 708314109; or
(b) New Zealand, CartonCloud NZ Limited NZBN 9429053157430; or
(c) Australia or anywhere else in the world (excluding North America, South America and New Zealand), CartonCloud Pty Ltd ACN 141 337 395,
(CartonCloud, We, Our, Us).
You or Your refers to any entity entering into a Quotation with CartonCloud (Customer) and/or to any individual using the Services (End User). If You are using the Services on behalf of an entity, you are also individually bound by this Agreement. Each Customer is responsible for the conduct of its End Users using the Services.
By installing, downloading, accessing, viewing or using the Services, You acknowledge that You have read and understood this Agreement, that You agree to this Agreement and that You have the authority to enter into a legal agreement with Us. If You do not accept this Agreement, You must not access and/or use the Services.
Part A (Customer Specific Provisions) applies only to a Customer entering into a Quotation with CartonCloud. Part B (General Application) applies to all Customers and all End Users.
PART A – Customer Specific Provisions
1. Customer Agreement
1.1 Specific details related to Your order such as the subscription or licence term, specific Services to be provided, pricing and payment terms will be set out in the Quotation. The Quotation may contain special terms and conditions that vary or supplement these Terms (Special Conditions).
1.2 To the extent of any inconsistency between the documents comprising the Agreement, the following order of priority will apply:
(a) any Special Conditions set out in a Quotation; then
(b) these Terms; then
(c) the Quotation; then
(d) any other terms or policies incorporated by reference.
1.3 These Terms take priority over any terms provided by You to the extent of any inconsistency, regardless of the order in which documents are issued or entered into.
1.4 You acknowledge and agree that You are responsible for the conduct of any End User authorised by You to use the Services.
2. Fees and payment terms
2.1 CartonCloud offers payment-based plans under which CartonCloud charges a subscription fee and/or service fee for use of the Services. Unless specified otherwise in a Quotation, the Customer must pay the fees plus applicable taxes within 3 days after receipt of an invoice.
2.2 Subscription fees, rates and prices will be agreed through the Quotation process and/or upon the opening of an account with CartonCloud. Customers may be subject to credit approval. Unless otherwise agreed in writing, all charges are payable in the following currencies, based on where the Services are received:
(a) for Services received in Australia, Australian dollars; or
(b) for Services received in Canada, Canadian dollars; or
(c) for Services received in New Zealand, New Zealand dollars; or
(d) for Services received anywhere else in the world, United States dollars.
2.3 Unless expressly provided otherwise in this Agreement, all fees paid under this Agreement are non-refundable. Any overdue or late payment may be subject to an additional charge at the rate of 10% per month of the average outstanding balance due, or the highest rate of interest permitted by applicable law, whichever is less. Overpayments do not accrue interest and will be credited to You for the next payment due and payable by You or refunded if no further payments are due.
2.4 The Customer acknowledges that all fees exclude any taxes (including consumption tax of any kind) or duties payable in the jurisdiction where the payment is either made or received.
2.5 Unless otherwise agreed in writing:
(a) where the subscription term is less than 12 months (i.e. a rolling week-to-week or month-to-month term term), CartonCloud reserves the right to change the fees upon 30 days’ prior notice to the Customer;
(b) where the subscription term is equal to or greater than 12 months, any changes to the fees during the term will be determined in accordance with the relevant Quotation and at the end of the subscription term the parties may agree to extend or renew the Agreement in accordance with clause 12.2 or if the Customer continues to use the Services without renewing or extending the Agreement, CartonCloud’s standard pricing at that time will automatically apply on a rolling subscription.
2.6 You agree that We may track and monitor usage and audit Your use of the Services for compliance with this Agreement and to assist Us to provide You with support. In the event that such audit reveals use of the Services exceeding the service capacity set out in the Quotation or otherwise requires the payment of additional fees as per the terms of this Agreement, the Customer will be billed for such usage, and agrees to pay the additional fees.
PART B – General Application
3. CartonCloud Solution
3.1 The CartonCloud software-as-a-service solution is a cloud-based warehouse and transport management system delivered as an internet-based web and mobile application, designed to streamline logistical processes.
3.2 All subscriptions include a base level of access to CartonCloud’s API. Customers may utilise additional API calls for an addition fee, as detailed in the Quotation and may choose to include third party software integrations.
3.3 You acknowledge and agree that:
(a) the Services may include technical inaccuracies or errors; and
(b) any person/entity permitted to make changes to the Services (including Us or a third party authorised by Us) may make improvements, updates or other changes in and to the Services at any time without notice to You.
3.4 If You can demonstrate that changes to the Services materially reduce the functionality and use, or materially degrade performance,of the Services, both parties will work together in good faith to agree on a suitable resolution. If a suitable resolution cannot be reached, either party may terminate the Agreement by providing thirty (30) days written notice and, in such case, We will refund any pre-paid fees paid by You or on Your behalf that are applicable to the period after such termination.
3.5 These Terms as current at the time apply to any improvements, updates or changes to the Services.
3.6 The Services are only available using current and actively-supported operating systems, browsers, and device versions. We may cease provision of the Services for older or end-of-life versions of operating systems, browsers, or devices on 30 days’ notice to You. You are responsible for ensuring that Your systems and devices meet the minimum supported requirements for the Services.
Limited license
3.7 Subject to Your compliance with the terms of this Agreement and all applicable laws, CartonCloud grants You a limited, revocable, non-exclusive, non-assignable, non-sublicensable (except to authorised End Users) license to access and use the Services, through a generally available web browser, mobile device or application (but not through scraping, spidering, crawling or other technology or software used to access data without the express written consent of CartonCloud) for the purpose of exercising Your rights in the Services in accordance with this Agreement.
3.8 We reserve all rights not expressly granted in this Agreement, including, without limitation, title, ownership, intellectual property rights, and all other rights and interest in the Services and all related material.
Software support services
3.9 Standard software support services will be provided in accordance with Our Support Policy (available at: https://help.cartoncloud.com/help/s/article/Customer-Support-Policy) and are included in the subscription fees.
3.10 As detailed in Our Support Policy, more complex support is available and will be provided on an hourly rate basis or as otherwise agreed in writing.
Implementation services
3.11 Where specified in the Quotation, CartonCloud will provide implementation services.
3.12 Unless specifically agreed, all implementation services will be performed remotely. If implementation services are to be performed onsite, You will reimburse Us for any costs or expenses reasonably incurred by Us (such as travel, meals and accommodation) on a pass-through basis.
3.13 Implementation services can be purchased in a package with hours consumed by the Customer as needed, or as part of a subscription, or on an hourly rate basis. Services provided on the basis of an hourly rate will be billed in 15 minute blocks.
Professional services
3.14 To the extent CartonCloud is to provide You with professional services, which may include for example, process reviews, custom integration design, project management or training services, CartonCloud agrees to provide those Services as detailed in the relevant Quotation and in accordance with this Agreement.
3.15 Professional services may be purchased by the Customer as a package of hours, as part of a subscription, or on an hourly rate basis. Services provided on the basis of an hourly rate will be billed in 15 minute blocks.
Third party integrations
3.16 The Services offer and permit (including through the CartonCloud API) integrations with third party software and systems (“Integrations”). Where Integrations are provided by Us, We will provide them in accordance with the Quotation, or as otherwise instructed by You and agreed in writing.
3.17 Where You procure and implement Integrations with the Services Yourself, You are responsible for the procurement of the relevant third party products and services, You are solely responsible for any exchange of data between You and the third party provider, and it is Your responsibility to ensure You are appropriately licensed for the purposes of the Integrations. CartonCloud has no responsibility or liability related to those arrangements.
3.18 CartonCloud accepts no responsibility for and does not warrant or support any third party products or services, whether or not they are designated or offered by CartonCloud as an integration, or otherwise. CartonCloud is not responsible for any disclosure, modification, corruption or deletion of the content, information or data provided by You through or in connection with the Services (“Your Data”) resulting from access to Your Data by the third party provider or related to an Integration.
3.19 The Services may contain features designed to interoperate with Integrations. CartonCloud cannot guarantee the continued availability of such service features, and may cease providing them without entitling You to any refund, credit, or other compensation, if, for example and without limitation, a third party provider ceases to make the third party software available for interoperation with the corresponding Services features in a manner acceptable to CartonCloud.
3.20 You agree to facilitate communication between Us and any of the third party providers involved in the Integrations, as reasonably required by Us to implement such Integrations.
3.21 You acknowledge and agree that:
(a) by instructing Us to connect the Services to an Integration or by integrating the Services with third party software Yourself including Integrations through Our API, You consent to Us providing Your Data to the relevant third party providers, accessing data from the third party providers on Your behalf, and storing and handling such data as necessary to facilitate each Integration and provide the Services; and
(b) when We are accessing and processing information from third party providers in the provision of Services to You, We are acting as Your agent, and not as the agent of or on behalf of the third party provider; and
(c) We are not responsible for the accuracy or completeness of any information provided by a third party provider, or the acts or omissions of any third party provider providing services to You including performance failures or payment errors; and
(d) internet communications carry inherent risks and once Your Data leaves Our environment or is transmitted to a third party provider, We will have no responsibility for the integrity or security of Your Data within third party systems.
3.22 You grant CartonCloud, its affiliates and applicable contractors a worldwide, limited-term license to host, copy, use, transmit, and display any Integrations and program code created by or for You through the Services or for use by You with the Services, and Your Data, as required for CartonCloud to provide and ensure proper operation of the Services in accordance with this Agreement. If You choose to use an Integration with the Services, You grant CartonCloud permission to allow the Integration and third party provider to access Your Data and information about Your usage of the Integration as appropriate for the interoperation of that Integration with the Services. Subject to these limited licenses, CartonCloud acquires no right, title or interest from You or Your licensors under this Agreement in or to Your Data, Your Integrations or such program code.
4. Limitations on use and responsibilities
4.1 You agree to use the Services only for the purpose for which they are intended and supplied to You.
4.2 You must not (and where applicable, You must ensure that Your End Users do not), in relation to the Services or any part thereof:
(a) reproduce, copy, modify, adapt, reverse engineer, decompile, disassemble, create derivative works from, or hack the Services (including, but not limited to, the HTML/CSS or visual design elements of the website);
(b) scrape, harvest, or otherwise extract data from the Services through the use of bots, crawlers, spider technology and/or other similar software without CartonCloud's prior written authorisation;
(c) modify another website so as to falsely imply that it is associated with the Services, CartonCloud, any CartonCloud affiliates or any other CartonCloud service;
(d) use or access the Services without authorisation or the express written permission of CartonCloud;
(e) use the Services for any illegal or unauthorised purpose or activities or in any way that damages, interferes with or interrupts the supply of the Services;
(f) use the Services in any way that breaches any applicable laws or infringes any person's rights, including intellectual property rights (or privacy rights);
(g) sell, transfer, rent, lease, license, sub-license or exploit the Services;
(h) attempt to undermine the security or integrity of Our computing systems or networks or, where the Services are hosted by a third party, that third party's computing systems and networks;
(i) upload, post, host or transmit unsolicited emails or text messages including "junk mail" and "spam" messages or upload, post, host, e-mail, or transmit any content that is unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene or otherwise objectionable or violates any party's intellectual property rights or this Agreement; or
(j) knowingly transmit any malicious programs, worm or virus or code of a destructive nature which interferes in any way with the Services.
4.3 The Quotation will set out the relevant modules and features applicable to the Services. Your use of the Services may therefore be subject to the service offerings and features included, and which may, for example, restrict the number of orders, consignments, users, customers, or users, or permit or restrict certain features.
4.4 You are responsible for:
(a) ensuring that any devices, including products supplied by Us, on which You use the Services are in good, up-to-date working order and operating condition; and
(b) providing at Your cost all equipment, software, and internet access necessary to use the Services.
4.5 Breach of this clause by You may result in revocation of the license, civil and/or criminal penalties and fines as well as liability for legal and court fees.
5. Data Security
User information
5.1 In order to complete the sign-up/login process, You must provide Your first name, last name, a valid email address and any other information requested from time to time from CartonCloud. You must ensure that that this information provided by You is accurate and current and You further agree to maintain and promptly update this information as necessary.
5.2 By providing the required information (including personal data), You:
(a) grant CartonCloud a worldwide and royalty-free license to use the information for the purpose of providing the Services. CartonCloud may use and store the information in accordance with this Agreement and Our Privacy Policy; and
(b) represent and warrant that You are entitled to submit the information and that the information is true, accurate, complete, current, not confidential, and not in violation of any contractual restrictions or other third party rights. It is Your responsibility to ensure the accuracy of all information provided and to keep Your profile information accurate and updated.
5.3 You have rights in relation to the personal data submitted to CartonCloud as detailed in Our Privacy Policy, including but not limited to the right to data erasure. Requests made under these rights may impact the nature of the Services We are able to provide to You. You agree to comply with all applicable law with regard to the collection, use and disclosure of personal data.
Account security
5.4 You agree that You are responsible for:
(a) maintaining and protecting the security of Your Services account and password and You further agree that CartonCloud is not liable for any loss or damage resulting from Your failure to comply with this security obligation; and
(b) for anything that happens through or in connection with Your account.
5.5 Your Data remains Your property. You acknowledge and agree that We may access Your Data to the extent necessary to provide the Services but We do not control Your Data and We will not be responsible in any way for the content of Your Data.
Content in CartonCloud
5.6 CartonCloud does not pre-screen content, but CartonCloud has the right, but not the obligation, in its sole discretion and with or without notice, to refuse or remove any content for any reason or upon cancellation or termination of the Services. Without limiting this clause, this may include removing content and accounts containing content that CartonCloud determines in its sole discretion is unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene or otherwise objectionable or violates any party's intellectual property rights or this Agreement. Content cannot be recovered once it is deleted. CartonCloud has no obligation to store, maintain or provide You with a copy of any content that You or other users provide when using the Services.
5.7 CartonCloud is not responsible for and does not endorse, review, or monitor any person using or subscribing to the Services. CartonCloud does not have any obligation to verify the identity of the person using or subscribing to the Services.
5.8 CartonCloud does not warrant the accuracy of information, including Your Data, provided by users or subscribers and does not warrant and will not be liable to You for the accuracy or timeliness of information provided through the Services.
5.9 The Services may, from time to time, contain links to other Internet websites for the convenience of users. These sites and any other sites operated or maintained by third parties are operated or maintained by organizations over which CartonCloud exercises no control, and CartonCloud expressly disclaims any and all responsibility for the content, information, links, and other items, the accuracy and completeness of the information, and the quality of products or services made available or advertised on these third-party sites.
6. Intellectual property
6.1 You agree and acknowledge that:
(a) all intellectual property rights in the Services including, without limitation, patents, copyright, trade marks, domain names, source codes, logos, designs, text, graphics, sounds, images, software and other materials, any improvements, enhancements and modifications of that material, and any intellectual property rights generated in the provision of the Services (CartonCloud IP) are owned or licensed by and remain at all times with CartonCloud; and
(b) nothing in this Agreement constitutes a transfer or assignment of any CartonCloud IP.
6.2 No rights of any kind are licensed or extended to You in relation to the CartonCloud IP, except to the extent that a limited license to access and use the Services is provided as set out in clause 3.7 of these Terms.
6.3 You must not do anything (or omit to do anything) which, in the opinion of CartonCloud, may prejudice or adversely affect the validity of the CartonCloud IP or CartonCloud’s ownership of the CartonCloud IP, or impair, tarnish or otherwise reflect adversely upon the image or reputation of CartonCloud.
6.4 None of the CartonCloud IP may be copied, reproduced, or distributed in any form without the prior written permission of CartonCloud. CartonCloud, the CartonCloud logo, and other marks related to CartonCloud products and services (CartonCloud Marks) are the exclusive and valuable property of CartonCloud. The CartonCloud Marks can only be reproduced or displayed with specific written permission from CartonCloud.
6.5 You grant to Us a royalty-free, worldwide, transferable, sub-licensable, irrevocable, perpetual license to incorporate any suggestions, enhancement requests, recommendations, or feedback regarding the operation or functionality of the Services that may be provided by You (Feedback). However, We are not obliged to include Feedback in the Services, and You are under no obligation to offer Feedback.
7. DISCLAIMERS
7.1 Your use of the Services is at Your sole risk. The Services are provided "as is", "as available" and with all inaccuracies.
7.2 The Services may be interrupted or temporarily unavailable for any reason including without limitation, for scheduled maintenance or updates or for unscheduled emergency maintenance or network failures, or because of other causes beyond Our reasonable control, including a force majeure event as described in clause 13.11. We will use reasonable efforts to provide advance notice of any scheduled service disruption.
7.3 To the fullest extent permitted by applicable law, CartonCloud:
(a) DISCLAIMS all warranties of any kind, expressed, statutory, or implied, written or oral, including but not limited to, those of merchantability, fitness for a particular purpose, accuracy, completeness, quality, compatibility, legality, reliability, operability, availability, title, or non-infringement;
(b) DISCLAIMS all liability for damages caused by any service interruption, functioning errors, malfunctioning, denial of access or poor use conditions due to inappropriate equipment or Internet failures;
(c) IS NOT RESPONSIBLE FOR any damages, losses, liabilities, claims, charges, fines or expenses (including legal costs) related to Your use of the Services; and
(d) DOES NOT REPRESENT OR WARRANT that the Services will meet Your specific requirements or expectations, will produce any particular results, will be uninterrupted, timely, secure, error-free, free of defects, free of computer viruses or other harmful mechanisms, or that any errors in the Services will be corrected.
7.4 CartonCloud is not responsible, and makes no representations or warranties, for the delivery of messages sent through the Services to anyone.
7.5 Nothing in this Agreement excludes or limits any non-excludable rights or remedies you may have under applicable consumer protection laws, including the Australian Consumer Law set out in Schedule 2 to the Competition and Consumer Act 2010 (Cth). If applicable consumer protection laws state that there is a guarantee in relation to any good or service supplied by Us in connection with this Agreement, and Our liability for failing to comply with that guarantee cannot be excluded but may be limited, Our liability for breach of any such guarantee will be limited at Our option to:
(a) in the case of goods, one or more of the following: (1) the replacement of the goods; (2) the repair of the goods; (3) the payment of the cost of replacing the goods; or (4) the payment of the cost of having the goods repaired; and
(b) in the case of services: either (1) the supply of the services again; or (2) the payment of the costs of having the services supplied again.
8. LIMITATION OF LIABILITY
8.1 CARTONCLOUD LIABILITY CAP. In no event will CartonCloud have any liability for damage, loss, or delay to goods shipped incidental to any use of the Services. CartonCloud's sole responsibility is to provide the Services for use, subject to this Agreement, and CartonCloud's aggregate liability is limited to a refund of the total fees paid by You or on Your behalf in the 30 days immediately prior to any claim or related claims brought by You for any reason. To the extent this limitation may be disallowed by applicable law, CartonCloud's liability will be limited to the fullest extent otherwise permitted by law. Our liability for a breach of a consumer guarantee is governed by clause 7.5.
8.2 CARTONCLOUD EXCLUSION OF CONSEQUENTIAL LOSS. To the extent permitted by applicable law, CartonCloud and its related entities will not be liable for any indirect, special, consequential or incidental loss or punitive or exemplary damages of any kind (whether arising in contract, tort (including negligence), statute or any other common law or equitable cause of action), including without limitation, loss of data, loss of income, loss of opportunity, loss of goodwill, lost profits, costs of damage to computers, systems and software, costs of recovery or business interruption, however caused including through use of Integrations and even if such party has been advised of the possibility of such damages.
9. INDEMNITY
9.1 You agree to indemnify and hold harmless CartonCloud and its related entities against any damages, losses, liabilities, claims, settlements and expenses (including without limitation legal costs) relating to or arising from Your fraud, breach of the law, wilful misconduct, breach of this Agreement, breach of a warranty, infringement of intellectual property rights or from Your use or misuse of the Services, or connected in any way with any Integration provided or used by You in connection with the Services.
10. Confidentiality
10.1 You will not directly or indirectly disclose to anyone, or use for Your own benefit or anyone else's benefit, Confidential Information as defined below except as necessary to facilitate transactions associated with using or subscribing to the Services. "Confidential Information" will include (but is not limited to) business and/or marketing and sales plans, financial or pricing information, trade secrets, intellectual property rights, names, contacts, personal information, shipping or other logistics information or requirements, billing amounts, technical details related to the Services or design methodologies. The failure to mark, label or identify any information as confidential will not affect its status as part of the Confidential Information.
10.2 CartonCloud expressly agrees not to disclose to any third parties any rates, service and/or pricing practice information related to a third party provider that it becomes aware of through its provision of the Services, except as permitted under this Agreement.
10.3 Notwithstanding any provisions in this Agreement to the contrary, CartonCloud may use Your content for analytical purposes so long as CartonCloud will cause the content to be made anonymous as to source and/or applicability and further cause it to become anonymous and generalized by removing from the data any and all information identifying it as Your content. You grant CartonCloud the right to use, copy, manipulate, distribute, and develop Your anonymous and generalized content and make it available to other shipper customers, parent, subsidiary and/or affiliated companies, and/or third parties. Notwithstanding the above, You may request that Your anonymized and generalized data be excluded from any such usage.
11. Changes to the Services and Terms
11.1 From time to time and on 30 days’ notice to You, We may amend these Terms.
11.2 We will notify You of any material changes to these Terms by posting the updated version on Our website or by other reasonable means. Any such amendments will be deemed accepted and become effective 30 days after the amended version has been posted. Your continued use of the Services after such changes take effect constitutes Your acceptance of the revised Terms. You can review the most current version of these Terms at any time at https://app.cartoncloud.com/terms-of-service.
11.3 If You can demonstrate that changes to the Terms materially impact You, both parties will work together in good faith to agree on a suitable resolution. If a suitable resolution cannot be reached, either party may terminate the Agreement by providing thirty (30) days written notice and, in such case, We will refund any pre-paid fees paid by You or on Your behalf that are applicable to the period after such termination.
12. Term, termination and suspension
12.1 Subject to earlier termination in accordance with this Agreement, this Agreement continues for the subscription term specified in the Quotation.
12.2 Where the subscription term is equal to or greater than 12 months, the parties may agree to extend or renew the Agreement at the end of the subscription term for additional period(s). The parties will negotiate in good faith to agree the terms applicable to any renewal term, including as to pricing.
12.3 Where the subscription term is less than 12 months, this Agreement will automatically renew for additional periods of the same duration as the subscription term on the then current terms.
12.4 Either party may terminate this Agreement on 30 days’ written notice. You can email Us at: support@cartoncloud.com.
12.5 We may terminate this Agreement and Your and Your End Users’ access to and/or terminate or suspend use of the Services if You:
(a) (or an End User) breach any provision of this Agreement and fail to remedy the breach within 20 days of receiving notice to do so;
(b) (or an End User) breach any provision of this Agreement which is not capable of remedy; or
(c) become insolvent or are unable to pay Your debts as they fall due.
12.6 We reserve the right (in addition to any other rights or remedies We may have) to:
(a) suspend access to the Services if any fees are overdue, until such amounts are paid in full and
(b) suspend or discontinue the Services, or any part of them, for any reason on 30 days’ notice to You and will provide a prorated refund of any fees paid by You or on Your behalf for Services You will no longer receive.
12.7 Upon termination of this Agreement:
(a) We will immediately cease providing access to the Services to You and Your End Users and the licences granted under this Agreement will immediately terminate; and
(b) where terminated by You under clause 12.4 or Us under clause 12.5, You are not entitled to a refund of any subscription fees paid in advance, You must pay for all Services provided to You (and Your End Users) up to the date of termination (to the extent You have not done so already), and You must pay any outstanding amounts of subscription fees that would have been payable by You under the Agreement for the remainder of the subscription term, as a debt due and immediately payable.
12.8 If Your Services are suspended or terminated, You may be unable to access Your Data and You will not receive any compensation or damages from CartonCloud arising from or related to such suspension or termination, including without limitation any compensation or damages for being unable to access Your Data.
12.9 The license granted to You under this Agreement terminates upon the effective date of termination of this Agreement or cancellation of your subscription.
12.10 Termination of this Agreement will not affect any rights or liabilities that a party has accrued under it.
13. General
13.1 Electronic Communication:
(a) You must not object to or dispute any Electronic Communication (as defined under the Electronic Transactions (Queensland) Act 2001) taken place between the parties, on the basis that it is invalid because it took place wholly or partly by means of one or more Electronic Communications.
(b) You and CartonCloud each consent to the communication method for the provision of any notice, declaration, acknowledgment, consent, confirmation, waiver, and the like ("Notice") by way of post, personal delivery, and Electronic Communication, including but not limited to Notices by Email, or by providing any such Notice by using a digital pen or any other digital signature to create a signature.
13.2 Communications: Communications via email or text message from CartonCloud, such as service announcements, administrative messages, newsletters, etc. are considered part of using the Services.
13.3 Compliance with laws: You agree that You are responsible for, warrant compliance with, and will adhere to any and all applicable laws and regulations relating to You and Your use of the Services and the nature of Your business, and that You have any and all necessary licenses, permits, accreditations or certificates required to legally operate Your business.
13.4 Cookies and Privacy Policy: CartonCloud's website or ISP uses cookies to retrieve user details for each visit. Cookies are used in some areas of Our website to enable the functionality and ease of use for those people visiting. Your IP address may be used to help diagnose technical problems or to administer Our website. Our Privacy Policy is incorporated into this Agreement and governs Our treatment of any information, including personally identifiable information You submit to us. You acknowledge that Your submission of any information, statements, data, and content to Us is voluntary. For additional information please see the CartonCloud Privacy Policy located at https://app.cartoncloud.com/privacy-policy.
13.5 Export controls and sanctions: You must not access or use the Services in breach of applicable export control, trade, or economic sanctions laws, or if you are a person or entity on any applicable denied/restricted party list or located in an embargoed country.
13.6 Dispute resolution: In the event of any dispute arising between the parties, the parties agree to use all reasonable efforts to resolve the dispute between themselves without resort to litigation. The Parties will continue to perform their respective obligations under this Agreement pending resolution of a dispute. Notwithstanding anything in this clause, a party may at any time commence court proceedings in relation to a dispute arising in connection with this Agreement where that party seeks urgent interlocutory relief.
13.7 Severability: If any provision of this Agreement is determined to be invalid or unenforceable, that part will be severed from this Agreement. Such invalidity will not affect the validity of the remaining provisions of this Agreement.
13.8 Waiver: A failure of a party to exercise or enforce any right or provision of this Agreement will not constitute a waiver of such right or provision. Failure to enforce a breach or waiver of any provision or right will not be deemed to constitute a waiver of any subsequent failure or breach and will not affect or limit the right to enforce such, or any other, term or provision.
13.9 Entire Agreement:
(a) This Agreement constitutes the entire agreement and understanding between the parties as to the subject matter and supersedes any prior agreements, arrangements, or understandings, verbal or written, or whether established by custom, practice, policy or precedent, between You and CartonCloud relating to the subject matter.
(b) You also may be subject to additional terms and conditions that may apply when You use or purchase certain other services, third-party content or third-party software. Notwithstanding this clause, if You use another CartonCloud product or service, the terms and conditions of that product or service apply.
13.10 Relationship of the parties: Nothing in this Agreement will be construed as establishing an employer/employee, partnership, affiliation, agency, brokerage, franchise, joint venture, or similar relationship.
13.11 Force Majeure: CartonCloud will not be liable for any delay or failure in performance resulting directly or indirectly from acts of nature, forces, or causes beyond its reasonable control, including, without limitation, Internet failures, computer equipment failures, telecommunication equipment failures, other equipment failures, loss of data, electrical power failures, strikes, labor disputes, riots, insurrections, civil disturbances, shortages of labor or materials, fires, floods, storms, explosions, acts of God, war, governmental actions, orders of domestic or foreign courts or tribunals, or non-performance of third parties but such obligation will remain in full force and effect, and will be performed or satisfied as soon as reasonably practicable after the relevant circumstances causing such failure or delay cease.
13.12 Survival: Any provision of this Agreement that expressly or by implication is intended to come into or continue in force on or after termination or expiry of this Agreement (including clauses relating to confidential information, intellectual property, liability and indemnity) survive termination or expiry of this Agreement.
13.13 Assignment:
(a) You must not assign, novate, transfer, charge or deal in any other manner with all or any part of Your rights and obligations under this Agreement or purport to do any of the same without the prior written consent of CartonCloud, such consent not to be unreasonably withheld. A change in control will be deemed to be an assignment.
(b) If CartonCloud wishes to assign, transfer or novate this Agreement, You agree to enter into any document as reasonably requested by CartonCloud to formalise this arrangement.
13.14 Governing Law:
(a) This Agreement will be governed by and constituted in the following jurisdictions, based on where the Services are provided:
(i) North America or South America, the law of New York, United States of America and any proceedings pertaining to this Agreement will be instituted in the courts of New York, United States of America; and
(ii) New Zealand, the law of New Zealand and any proceedings pertaining to this Agreement will be instituted in the courts of New Zealand; and
(iii) Australia or anywhere else in the world (excluding North America, South America and New Zealand), the law of Queensland, Australia, and any proceedings pertaining to this Agreement will be instituted in the courts of Queensland, Australia.
(b) The parties agree to exclude the operation of the United Nations Convention on Contracts for the International Sale of Goods.