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Last updated: 25th August 2021
These Terms of Use (“Terms”) govern the access to and use of https://shipthis.co (“Website”) and the products and services offered by Shipthis (together with the Website, referred to as the “Services”), except where we expressly state that separate terms apply. These Terms also include our privacy policy, available at https://shipthis.co/legal/privacy-policy (“Privacy Policy”) and any guidelines, additional terms, policies, or disclaimers made available or issued and updated by us from time to time, each of which are incorporated by reference in these Terms.
These Terms constitute a binding and enforceable contract between Shipthis (defined below) and you, an end-user of the Services (“you”) governing your use of Shipthis Services. You represent and warrant that you have full legal capacity and authority to agree and bind yourself to these Terms. The Terms may be amended by us from time to time in accordance with these provisions. You may always view the most recent version of the Terms on the Website. By using the Services, you agree that you have read, understood, and are bound by these Terms as updated from time to time, and that you comply with the requirements listed here. If you do not agree with the terms and conditions, you are not granted permission to access or otherwise use the Website or the Services. “you” or “your” refers to the individual using the service and if you use the Services on behalf of a corporation, LLC, partnership, or other business entity, then “you” shall include that business entity and any individuals associated therewith using the Services. If you are using the Services on behalf of a business or other legal entity, you are nevertheless individually bound by these terms and conditions even if your company has a separate agreement with Shipthis.
BACKGROUND
(a) The Services are made offered by Shipthis Inc., and its affiliates (“Shipthis”, “we”, or “us”).
(b)Description of Services: We provide an array of services for the online management of logistics activities. You may use the Services for your personal and business use or for internal business purposes in the organization that you represent.
(c) Information available on or through our Website should not be construed as a commercial offer and does not create any professional relationship between you and us. To avail our Services, our customers will have to enter into separate agreements with us that govern the provision of the Services. Such agreements must be read with these Terms. In the event of a conflict between these terms and a separate customer agreement, the latter will prevail, unless expressly stated to the contrary within such agreement.
(d) We reserve the right to refuse registration of, or cancel registrations or any part of such registration that we deem inappropriate.
SUBSCRIPTION TO BETA SERVICE
Our Subscription Service members have access to take part in early visibility of our new service packs, certain products, modules, features, or software, that are not yet generally available, including such products, features, services, software, which we may make available time to time (collectively, “Beta Service” or “Beta Services”) for the purpose of testing and evaluation. You agree that we have the sole authority and discretion to determine the period of time for testing and evaluation of BetaServices. We will be the sole judge of the success of such testing and the decision, if any, to offer the Beta Services as commercial services. You will be under no obligation to acquire a subscription to use any paid Services as a result of your subscription to any Beta Service. We reserve the right to fully or partially discontinue, at any time and from time to time, temporarily or permanently, any of the BetaServices with or without notice to you. You agree that Shipthis will not be liable to you or to any third-party for any harm related to, arising out of, or caused by the modification, suspension, or discontinuance of any of the Beta Services for any reason.
MODIFICATION OF TERMS OF SERVICE
We may modify the Terms upon notice to you at any time through a service announcement or by sending an email to your primary email address. To the extent permitted under applicable law, by using our Services after such notice, you consent to changes to these Terms. We encourage you to periodically review these Terms. We will also make prior versions of our Terms available for review upon request.
USER SIGN UP OBLIGATIONS
The material on our Website includes general information about our Services available to all users of the Website. In order to access and use certain Services, you need to sign up for a user account by providing all the required information. If you represent an organization and wish to use the Services for corporate internal use, you may be required to register using an account ID or password that is provided to you by the organisation or entity that you represent (“Account Information”). It is your responsibility to ensure that your Account Information is at all times accurate and up-to-date, and kept confidential. We shall have no liability in this regard. You agree to a) provide true, accurate, current, and complete information about yourself as prompted by the sign-up process; and b) maintain and promptly update the information provided during sign-up to keep it true, accurate, current, and complete. If you provide any information that is untrue, inaccurate, outdated, or incomplete, or if Shipthis has reasonable grounds to suspect that such information is untrue, inaccurate, outdated, or incomplete, Shipthis may terminate your user account and refuse current or future use of any or all of the Services. By providing information through the Services, you 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.
ORGANIZATION ACCOUNTS AND ADMINISTRATORS
When you sign up for an account for your organization you may specify one or more administrators. The administrators will have the right to configure the Services based on your requirements and manage end users in your organization account. If your organization account is created and configured on your behalf by a third party, it is likely that such third party has assumed administrator role for your organization. Make sure that you enter into a suitable agreement with such third party specifying such party’s roles and restrictions as an administrator of your organization account. You are responsible for i) ensuring confidentiality of your organization account password, ii) appointing competent individuals as administrators for managing your organization account, and iii) ensuring that all activities that occur in connection with your organization account comply with this Agreement. You understand that Shipthis is not responsible for account administration and internal management of the Services for you. You are responsible for taking the necessary steps for ensuring that your organization does not lose control of the administrator accounts. You may specify a process to be followed for recovering control in the event of such loss of control of the administrator accounts by sending an email to support@shipthis.co, provided that the process is acceptable to Shipthis. In the absence of any specified administrator account recovery process, Shipthis may provide control of an administrator account to an individual providing proof satisfactory to Shipthis demonstrating authorization to act on behalf of the organization. You agree not to hold Shipthis liable for the consequences of any action taken by Shipthis in good faith in this regard.
PERSONAL INFORMATION AND PRIVACY
The personal information you provide to Shipthis through the Services is governed by Shipthis Privacy Policy, available at https://shipthis.co/legal/privacy-policy. Your election to use the Service indicates your acceptance of the terms of the Shipthis Privacy Policy. You are responsible for maintaining the confidentiality of your username, password, and other sensitive information. You are responsible for all activities that occur in your user account and you agree to inform us immediately of any unauthorized use of your user account by email to support@shipthis.co or by calling us on any of the numbers listed on https://shipthis.co/contact-us. We are not responsible for any loss or damage to you or to any third-party incurred as a result of any unauthorized access and/or use of your user account, or otherwise.
COMMUNICATIONS FROM SHIPTHIS
The Service may include certain communications from Shipthis, such as service announcements, administrative messages, and newsletters. You understand that these communications shall be considered part of using the Services. As part of our policy to provide you total privacy, we also provide you the option of opting out from receiving newsletters from us by calling us on any of the numbers listed on https://shipthis.co/contact-us. However, you will not be able to opt-out from receiving service announcements and administrative messages.
FEES AND PAYMENTS
The Services are available under subscription plans of various durations. Payments for subscription plans can be made by Credit Card or ACH transfer or any other method that the Parties may agree upon. Your subscription will be automatically renewed at the end of each subscription period unless you inform us that you do not wish to renew the subscription. At the time of automatic renewal, the subscription fee will be charged to the Credit Card last used by you. We provide you the option of changing the details if you would like the payment for the renewal to be made through a different Credit Card. If you do not wish to renew the subscription, you must inform us at least 30 (thirty) days prior to the renewal date. If you have not informed us that you do not wish to renew the subscription, you will be presumed to have authorized Shipthis to charge the subscription fee to the Credit Card last used by you. From time to time, we may change the price of any Service or charge for use of Services that are currently available free of charge. Any increase in charges will not apply until the expiry of your then-current billing cycle.
RESTRICTIONS ON USE
(a)You represent and warrant that all information that is provided through or in relation to the services is complete, true, and correct on the date of agreeing to these Terms and shall continue to be complete, true, and correct while you avail the Services. Should any information that you provide change during the existence of these Terms, you undertake to immediately bring such change to our notice. We do not accept any responsibility or liability for any loss or damage that you may suffer or incur if any information, documentation, material, or data provided to avail the services is incorrect, incomplete, inaccurate, or misleading, or if you fail to disclose any material fact.
(b)You represent and warrant that you shall not: (i) transfer the Services or otherwise make it available to any third party; (ii) provide any service based on the Services without prior written permission; (iii) use the third party links to sites without agreeing to their website terms & conditions; (iv) post links to third party sites or use their logo, company name, etc. without their prior written permission; (v) publish any personal or confidential information belonging to any person or entity without obtaining consent from such person or entity; (vi) violate any applicable local, state, national or international law; and (vii) create a false identity to mislead any person as to the identity or origin of any communication. You shall be solely liable for any liability that may arise due to a breach of your obligations in this regard.
(c)You shall extend all cooperation to us in our defense of any proceedings that may be initiated against us due to a breach of your obligations or covenants under these Terms.
(d)You shall not use the Services in any manner except as expressly permitted in these Terms. Without limiting the generality of the preceding sentence, you shall not: (i) use data mining tools,robots, spiders, other automated devices, or manual processes to monitor or copy the Services orany portion thereof or make any back-up or archival copies of the Services or any part thereof; (ii)bypass any measures used by us to prevent or restrict access to the Services; (iii) deep-link to anyportion of the Services (including, without limitation, the purchase path for any service) for anypurpose without our express written permission; (iv) frame, mirror, or otherwise incorporate anypart of the Services into any other services without our prior written authorisation; (v) engage inthe systematic retrieval of content from the Services to create or compile, directly or indirectly, acollection, compilation, database, or directory; (vi) modify, adapt, reverse engineer, createderivative works from, or hack the Services or modify another Website so as to falsely imply thatit is associated with the Services, Shipthis or any Shipthis affiliates; (vii) use the Services in (A)any unlawful manner,(B) for fraudulent or malicious activities, or (C) in any manner inconsistentwith these Terms; or (vi) violate applicable laws in any manner.
(e)You warrant that you shall not engage in any activity that interferes with or disrupts access to theServices.
(f)You shall not attempt to gain unauthorized access to any portion or feature of the Services, any other systems or networks connected to the Services, to any of our servers, or through the services, by hacking, password mining, or any other means.
(g)You expressly acknowledge that, while Shipthis does not pre-screen content, Shipthis has the right, but not the obligation, in its sole discretion, with or without notice, to refuse or remove any content and accounts containing content that we determine in our sole discretion is unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene or otherwise objectionable or violates any party’s intellectual property rights or these Terms.
SPAMMING AND ILLEGAL ACTIVITIES
You agree to be solely responsible for the contents of your transmissions through the Services. You agree not to use the Services for illegal purposes or for the transmission of material that is unlawful, defamatory, harassing, libelous, invasive of another’s privacy, abusive, threatening, harmful, vulgar, pornographic, obscene, or is otherwise objectionable, offends religious sentiments, promotes racism, contains viruses, trojan horses, worms, timebombs, keystroke loggers, spyware, adware, or any other harmful programs or similar computer code designed to adversely affect the operation of any computer software or hardware or malicious code, or that which infringes or may infringe the intellectual property or other rights of another. You agree not to use the Services for the transmission of “junk mail”, “spam”, “chain letters”, “phishing” or unsolicited mass distribution of email. We reserve the right to terminate your access to the Services if there are reasonable grounds to believe that you have used the Services for any illegal or unauthorized activity.
INACTIVE USER ACCOUNTS POLICY
We reserve the right to terminate unpaid user accounts that are inactive for a continuous period of 120days. In the event of such termination, all data associated with such a user account will be deleted. We will provide you prior notice of 30 days of such termination and the option to back up your data. EachService will be considered an independent and separate service for the purpose of calculating the period of inactivity. In other words, activity in one of the Services is not sufficient to keep your user account in another Service active. In the case of accounts with more than one user, if at least one of the users is active, the account will not be considered inactive.
USER DATA
(a) All rights of ownership, title and interest in any data, materials and other information provided, uploaded, submitted, inputted and/or otherwise shared by the user or any of the user’s authorized personnel in connection with the use of the Services shall belong solely to the user. You shall be solely responsible for the accuracy, quality, integrity, legality, reliability, appropriateness and copyright of all User Data and the consequences of its transmission or publication.
(b) You represent that any User Data that you provide (i) does not and shall not infringe any third party proprietary rights, including but not limited to copyrights, patents, trademarks, and trade secrets, and (ii) is not misleading, defamatory, obscene, hateful, or unlawful. We are not responsible or liable for any User Data that you provide, and expressly disclaim all warranties and liabilities that may arise in this regard.
(c) In the course of using any of the Services, if you come across any content with copyright notice(s) or any copy protection feature(s), you agree not to remove such copyright notice(s) or disable such copy protection feature(s) as the case may be. By making any copyrighted/copyrightable content available on any of the Services you affirm that you have the consent, authorization, or permission, as the case may be from every person who may claim any rights in such content to make such content available in such manner. Further, by making any User Data available in the manner aforementioned, you expressly agree that Shipthis will have the right to block access to or remove such content made available by you if Shipthis receives complaints concerning any illegality or infringement of third-party rights in such User Data. By using any of the Services and transmitting or publishing any content using such Service, you expressly consent to determination of questions of illegality or infringement of third-party rights in such content by the agent designated by Shipthis for this purpose.
SAMPLE FILES AND APPLICATIONS
Shipthis may provide sample files and applications for the purpose of demonstrating the possibility of using the Services effectively for specific purposes. The information contained in any such sample files and applications consists of random data. Shipthis makes no warranty, either expressed or implied, as to the accuracy, usefulness, completeness, or reliability of the information or the sample files and applications.
INTELLECTUAL PROPERTY
(a)All rights, title, and interest in and to the Services, including all intellectual property rights arising out of the Services, are owned by, or otherwise licensed to us. For avoidance of doubt, Shipthis, Shipthis logo, the names of individual Services, and their logos are trademarks of Shipthis Inc.You agree not to display or use in any manner, the Shipthis trademarks, without Shipthis’s prior written permission.
(b)Subject to compliance with these Terms, we grant you a personal, non-exclusive, non-transferable, non-sublicensable, royalty-free, revocable, and limited licence to use the Services in accordance with these Terms and our written instructions issued from time to time.
(c)We may request you to submit suggestions and other feedback, including bug reports, relating to the Services from time to time (“Feedback”). You hereby authorise and permit us to and we may freely use, copy, disclose, publish, display, distribute, and exploit the Feedback without any payment of royalty, acknowledgment, prior consent, or any other form of restriction arising out of your intellectual property rights.
(d)Except as stated in these Terms, nothing in these Terms should be construed as conferring any right in or licence to our or any third party’s intellectual property rights.
THIRD PARTY SERVICES
The Services may contain links to third party applications or external websites (“Third Party Services”). Third Party Services are provided only for your convenience and not as an endorsement by us of the content of such services. When you access or use a Third-Party Service, we have no control over its content, applications, or services. We do not make any representations regarding the accuracy, quality, or accessibility of any Third-Party Services, and disclaim all liability for any errors, omissions, violation of third-party rights, or illegal conduct arising from such services.
DISCLAIMER OF WARRANTIES
We do not warrant the accuracy, suitability, or correctness of any information that is made available on the Website or through the Services. You expressly understand and agree that the use of the Services is at your sole risk. The Services are provided on an As-Is-And-As-available basis. Shipthisexpressly disclaims all warranties of any kind, whether express or implied, including, but not limited to, the implied warranties of merchantability and fitness for a particular purpose. Shipthis makes no warranty that the Services will meet your requirements or expectations, or that your use of the Services will be uninterrupted, timely, secure, or error-free, or that any errors or defects on the Services will be corrected. The operation of the Services may be interrupted due to maintenance, updates, or system or network failures. Shipthis disclaims all liability for damages caused by any such interruption or errors in functioning. Furthermore, Shipthis disclaims all liability for any malfunctioning, the impossibility of access, or poor use conditions of the Website due to inappropriate equipment, disturbances related to internet service providers, to the saturation of the internet network, and for any other reason. You agree that Shipthis is not responsible for any charges incurred for any losses, damages, fines, claims, theft, legal expenses, or penalties of any kind related to your use of the Services. Use of any material downloaded or obtained through the use of the services shall be at your own discretion and risk and you will be solely responsible for any damage to your computer system, mobile telephone, wireless device, or data that results from the use of the services or the download of any such material. No advice or information, whether written or oral, obtained by you from Shipthis, its employees, or representatives shall create any warranty not expressly stated in the terms.
LIMITATION OF LIABILITY
You agree that Shipthis shall, in no event, be liable for any consequential, incidental, indirect, special, punitive, or other loss or damage whatsoever or for loss of business profits, business interruption, computer failure, loss of business information, or other loss arising out of or caused by your use of or inability to use the service, even if Shipthis has been advised of the possibility of such damage. In no event shall Shipthis’s entire liability to you in respect of any service, whether direct or indirect, exceed the fees paid by you towards such service.
INDEMNIFICATION
You agree to indemnify and hold harmless Shipthis, its officers, directors, employees, suppliers, and affiliates, from and against any losses, damages, liabilities, costs, fines, and expenses (including, without limitation, all damages, liabilities, settlements, and attorneys’ fees attorney’s fees and costs)arising out of or relating to any claims that you have used the Services in violation of another party rights, in violation of any law, in violation of any provisions of the Terms, or any other claim related to your use of the Services.
CONFIDENTIALITY
The Services may contain certain trade secrets and confidential information. “confidential information" shall include (but is not limited to) business and/or marketing and sales plans, financial information, trade secrets, intellectual property, names, contacts, personal information, shipping or other logistics information or requirements, billing amounts, or pricing information. confidential information may be disclosed orally, visually or intangible form (whether by document, electronic media, or other form). The failure to mark, label, or identify any of the above-described information as confidential shall not affect its status as part of the Confidential Information. You agree to hold and maintain the Services in confidence, and not to furnish any other person with a copy of the Services. You agree to protect the confidentiality of the Services. You will not remove or alter any of our or our licensors proprietary notices. Your obligations under this Clause continue even after these Terms have expired or been terminated.
JURISDICTION, GOVERNING LAWS, AND DISPUTE RESOLUTION
(a)Any controversy, dispute, or claim arising out of or relating to the Terms shall be settled by binding arbitration in accordance with the commercial arbitration rules of the American Arbitration Association. Any such controversy or claim shall be arbitrated on an individual basis, and shall not be consolidated in any arbitration with any claim or controversy of any other party. The decision of the arbitrator shall be final and unappealable. The arbitration shall be conducted in Delaware, United States and judgment on the arbitration award may be entered into any court having jurisdiction thereof. Notwithstanding anything to the contrary, Shipthis may at any time seek injunctions or other forms of equitable relief from any court of competent jurisdiction.
(b)This Agreement shall be construed in accordance with the laws in the state of Delaware, the United States excluding its conflict of law provisions. The Parties agree to sole venue in the state or federal courts located in Delaware, and each Party hereby consents to the jurisdiction of such courts over itself in any action relating to this Agreement. The arbitration shall be conducted in Delaware and judgment on the arbitration award may be entered into any court having jurisdiction thereof. The prevailing party in any arbitration relating to any Dispute shall be entitled to recover from the other party those reasonable attorney fees, costs, and expenses incurred by the prevailing party in connection with the dispute.
SUSPENSION AND TERMINATION
(a)Suspension: We may suspend your user account or temporarily disable access to whole or part of any Service in the event of any suspected illegal activity, extended periods of inactivity, or requests by law enforcement or other government agencies. Objections to suspension or disabling of user accounts should be made to support@shipthis.co within thirty days of being notified about the suspension. We may terminate a suspended or disabled user account after thirty days.
(b)Term and termination:
i.These Terms shall remain in effect unless terminated in accordance with the terms hereunder. We will terminate your user account on your request. In addition, we reserve the right to terminate your user account and deny the Services, immediately and at any point, at our sole discretion upon reasonable belief that you have violated the Terms and to terminate your access to any Beta Service in case of unexpected technical issues or discontinuation of the Beta Service.
ii. Termination of user account will include denial of access to all Services, time-out of Services, deletion of information in your user accounts such as your email address and password, deletion of all data in your user account, and termination of these Terms, except for those clauses that expressly or are intended to survive termination or expiry.
RELATIONSHIP OF THE PARTIES
Nothing contained herein shall be construed as establishing an employer/employee, partnership, affiliation, agency, brokerage, franchise, joint venture, or similar relationship.
MISCELLANEOUS PROVISIONS
(a)No Waiver: No action of ours, other than an express written waiver or amendment, should be interpreted as a waiver or amendment of these Terms.
(b)Severability: If any provision of these Terms is determined by any court or other competent authority to be unlawful or unenforceable, the other provisions of these Terms will continue in effect. If any unlawful or unenforceable provision would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect (unless that would contradict the clear intention of the clause, in which case the entirety of the relevant provision will be deemed to be deleted).
(c)Assignment: You shall not license, sell, transfer, or assign your rights, obligations, or covenants under these Terms in any manner without our prior written consent. We may grant or withhold this consent at our sole discretion and subject to any conditions we deem appropriate. We may assign our rights to any of our affiliates, subsidiaries, or parent companies, or to any successor in the interest of any business associated with the Services after providing prior notice to you.
(d)Notices: All notices, requests, demands, and determinations for us under these Terms (other than routine operational communications) shall be sent to support@shipthis.co.
(e)Third-Party Rights: No third party shall have any rights to enforce any terms contained herein.
(f)Force Majeure: We shall have no liability to you if we are prevented from or delayed in performing our obligations or from carrying on our business by acts, events, omissions, or accidents beyond our reasonable control, including, without limitation, strikes, failure of a utility service or telecommunications network, the act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation, or direction.
