STANDARD TERMS OF SERVICE
SHIPSI SERVICES AGREEMENT – STANDARD TERMS
Latest Version Posted: September 23, 2021
PLEASE READ THIS SHIPSI SERVICES AGREEMENT – STANDARD TERMS CAREFULLY BEFORE USING THIS SITE AND/OR THE SERVICES
IF YOU DO NOT AGREE TO THESE TERMS, DO NOT USE THIS WEBSITE OR THE SERVICES AND DO NOT SIGN UP FOR A SHIPSI ACCOUNT.
Collectively, this legal agreement is referred to below as the “Terms.” Provider may, from time to time, modify, amend, or supplement these Terms, and post those changes on the Standard Terms page. Modifications, amendments or supplements to these Terms shall automatically be effective seven (7) days after Provider has posted the modifications. If you do not agree to be bound by (or cannot comply with) these Terms, including the Terms as modified, you agree that your sole remedy is to cease using the Services by canceling your account. Your continued use of the Services constitutes your agreement to be bound by the Terms, including the amended Terms. For purposes of these “Terms,” the “Shipsi Instant Delivery App” means the application that runs on your Shopify store and enables your customers to select delivery.
Both you and the Provider agree, with the limited exceptions noted below and as further provided below, to resolve all disputes between you and the Provider through BINDING ARBITRATION. ARBITRATION MEANS THAT YOU AND THE PROVIDER ARE EACH WAIVING THE RIGHT TO A JURY TRIAL AND TO PARTICIPATE IN A CLASS ACTION.
The Services connect consumers with a person or company engaged in the business of selling or trading goods and with independent couriers and carriers to facilitate on-demand delivery or pickup services. Provider is not a retail store, restaurant, merchant, food delivery platform, merchandise delivery platform, carrier, courier or food preparation entity. Provider is not liable or responsible for your compliance with applicable federal, state, or local laws, rules, regulations or standards pertaining to your business. In addition, Provider does not guarantee the quality of what you sell and does not independently verify, and is not liable for, representations made by you regarding your products on the Shipsi Instant Delivery App or the other Services. Provider serves as an intermediary between you and the carriers selected by the individuals who place orders for items on your website (the “End Users”) or you (as applicable). Provider does not transport or deliver shipments and Provider is not a party to any contract you form with any carrier to pick up, transport, or deliver your shipments. At checkout, you agree to display “SHIPSI Same-Day Delivery (x-y hours)” and underneath the top line “Get it today within y hours” (where “y” is calculated by the information that you, your Representatives or your Users enters when submitting a location in the Shipsi Instant Delivery App, the Shipsi Instant Delivery Portal or through the API) on your Shopify checkout page or website when displaying the shipping options to be selected by the End User. “Representative” means the Users designated by you as authorized to create User accounts, administer your use of the Services and otherwise represent you for the purpose of these Terms. “User” means any of your employees, representatives, consultants, contractors or agents and other persons expressly permitted by you to access the Services on your behalf and that have been supplied specific administrative credentials by you (or by Provider at your request).
Provider offers multiple types of service plans – including, without limitation, monthly service plans. Your monthly service fee, if any, will be calculated based on the service plan presented to you and agreed to by you during service registration. In addition, you are responsible for all variable and transactional costs of using the service (including but not limited to: fees for private carriers, package insurance, items purchased in the online store, if any, fees for additional users, or other special services selected) in addition to your applicable service fee, if any. Your recurring service fee, if any, will be calculated and billed based on the date you register and the terms of your offer. If you have registered for a monthly billing plan (like most Provider users), the monthly billing cycle ends each month after you register. For example, if you register on March 8, and you are provided a free trial offer, the first billing cycle will begin April 8, and the second billing cycle will begin on May 8. Provider bills in advance (i.e., at the beginning of the applicable billing cycle), if you cancel in the middle of a billing cycle you will not be refunded for your service fees and your account will remain available for usage for the full month of cancellation. If you register for a free offer, but wish to avoid incurring the monthly service fee, make sure to cancel your account before the free period ends. To cancel, contact [email protected].
While Provider reserves the right to cancel your account for lack of use, lack of payment, or breach of these Terms, as a general matter, all Provider user accounts are maintained perpetually unless and until cancelled by the user. Following any account cancelation, Provider may maintain certain account settings and information for a period of time in the event of account re-activation. The period of time Provider maintains account information shall be in the sole discretion of Provider.
You may terminate or close your account at any time. However, depending on the service plan you selected, certain restrictions or fees may apply, as detailed below. To cancel, you may do so by contacting [email protected].
Monthly Service Plan: You are free to end your monthly service plan at any time.
- If you terminate your monthly service plan during the free trial period you will not be charged any service fee.
- If you terminate your monthly service plan after the free trial period, your account will remain open and accessible until the end of that month’s billing cycle, no refund will be given, and the account will be closed and no longer accessible.
Upon termination, (i) Provider shall cease all work (if any) being performed, (ii) your access to the Software (as defined below) and Services will cease and you shall permanently delete or return any Software and Documentation to Provider, and (iii) Provider shall issue you a final invoice for any unpaid fees. Termination shall not eliminate your obligation to pay for time or deliverables incurred or performed prior to termination. In the event that these Terms includes a fixed fee service or deliverable and is terminated before such services or deliverables are completed but after they have been commenced by Provider, such fixed fee service or deliverable shall be converted to a time-and-materials service or deliverable for such incomplete deliverables, and Provider shall invoice you for the time incurred in connection with such incomplete deliverables. Provisions that, by their nature, should survive termination of these Terms shall survive termination.
FREE TRIAL OFFER TERMS
If you select to sign up for Provider’s “free trial”, then you will not be charged a service fee for the period of the free trial offer; i.e., even if you fail to cancel following the trial period, you will not incur a service fee for the trial time period. At the conclusion of the free trial, if you do not cancel the Services, Provider will charge you for the Services.
DELIVERY TERMS AND FEES
Delivery Fees and Taxes: You will pay the price quoted and returned to you (the “Shipsi Delivery Price”) for each Confirmed Order. A “Confirmed Order” means an Order for which you have approved the Shipsi Delivery Price submitted by Provider and have authorized the delivery; and “Order” means a delivery request submitted by you through the Shipsi Instant Delivery App, Shipsi Instant Delivery Portal or API, requesting delivery.
The delivery fees charged to you may also include cancellation fees, fees for undeliverable items or fees for returned items calculated as set forth in the section titles “RETURNED ITEMS, UNDELIVERED ITEMS OR CANCELLATIONS” below, which may be updated from time to time with no notice to you and in Provider’s sole discretion. Delivery fees are due and payable as set forth below, and the Shipsi Delivery Price, other delivery fees and other charges do not include federal, local, foreign, sales, transaction, use or value added taxes now or hereafter levied, all of which shall be your responsibility. If Provider is required to pay taxes on your behalf, Provider shall invoice you for such taxes, and you shall reimburse Provider for such amounts in accordance with these Terms. Unless otherwise specified by Provider, Provider will invoice you monthly for the Shipsi Delivery Price and any other delivery fees and charges, with payment being no later than thirty (30) days after issuance of the invoice by Provider. Late payment charges may be assessed on overdue amounts at the lesser of five percent (5%) per month, or the highest rate allowed by law.
Non-Cancellable and Non-Refundable: Unless otherwise expressly set forth in these Terms all Shipsi Delivery Prices incurred and payments made under these Terms are non-refundable.
Returned Items, UNDELIVERED ITEMS, AND DELIVERY CANCELLATIONS:
Returned or Undelivered Items: In the event that a Confirmed Order cannot be completed as a result of the recipient being unavailable at the drop-off location after you, the carrier, and/or Provider have made commercially reasonable attempts to contact the recipient (which in no case will require more than 5 minutes of waiting time by a carrier at the drop-off location), or a recipient rejects the delivery due to the wrong items being delivered, you will pay Provider the Shipsi Delivery Price as well as an additional delivery fee for the return trip to the original pick-up location and reception of the item or items.
Cancellations: In the event that a Confirmed Order cannot be completed as a result of you, the End User or the recipient cancelling the order before pickup by the carrier or as a result of your operations (including, but not limited to the inaccessibility of the item to be delivered within 5 minutes of a carrier’s arrival at the pickup location for such Confirmed Order), you are not responsible for the Shipsi Delivery Price but will pay Provider a cancellation fee for such Confirmed Order, as set forth in the Cancellation Scenario Table (below), which may be updated from time to time with no notice to you and in Provider’s sole discretion. In the event that a Confirmed Order is not completed as a result of you, the End User or the recipient cancelling the order after pickup by the carrier, you will be responsible for the Shipsi Delivery Price and will pay Provider a cancellation fee (if any) for such Confirmed Order, as set forth in the Cancellation Scenario Table (below), which may be updated from time to time with no notice to you and in Provider’s sole discretion.
|Provider Cancels||You or Recipient Cancels|
|Before courier accept||$0||$0|
|After courier accept||$0||$5|
|After courier pickup||$5||Shipsi Delivery Price|
Other Uncompleted or Late Orders: If a carrier spends no more than 10 minutes within 200 meters of the pickup location and arrives within 200 meters of the drop-off location no more than 45 minutes after the drop-off window quoted to you for the Confirmed Order, you shall be responsible for Shipsi Delivery Price. If the foregoing conditions are not met, Provider will refund you the Shipsi Delivery Price.
Restricted Items: For alcohol or cannabis items, carriers have the right, at his, her or its discretion, to refuse delivery and return the item(s) if the name on the recipient’s ID does not match the name provided for the order, if the recipient is not at least twenty-one (21) years old (“Legal Age”), if the recipient cannot provide a bona-fide government-issued photo identification that shows they are of Legal Age, or if the recipient is visibly intoxicated.
You will not use the Services to deliver people, firearms, ammunition, weapons (i.e. knives, switchblades etc.), live animals or any other item or substance for which delivery violates any federal, state, or local law, rule, or regulation. You may not use the Services to deliver any age restricted or controlled substance without Provider’s prior written permission. Provider reserves the right to revoke your access to the Services if Provider determines, in its sole discretion, that any product you are delivering is not consistent with these Terms, any carrier terms, any applicable law or otherwise jeopardizes the Services.
Refunds: If you receive invoice refunds, you’ll see all refunds on your monthly invoices listed as credit. You’ll typically receive invoices by the 10th of the month.
Mileage Limits: Mileage limits are set at the market-level to optimize the experience for your End Users. For more information on mileage limits by market, please contact your Account Manager or submit a Support request. To expedite response time, please provide the pickup addresses for which you’re requesting a mileage limit in your initial request.
METHOD OF PAYMENT
DEBIT NOTICE WAIVER: If you elect to pay Provider via a debit card, you hereby waive your rights under 12 C.F.R. 205.10(d) to receive ten days’ advance notice of the amount and date of all varying electronic fund transfers, so long as the transfer falls inside the range of $0.01 and the sum of any amounts you authorize for insurance, hidden postage labels, reset fees or other non-recurring charges.
BILLING FOR FEES: Except as otherwise set forth in these terms, Provider’s service fee and any other applicable fees due, including fees for postage or shipping (if applicable), will be automatically charged to account holder’s credit card, debited from the account holder’s debit card or collected via direct account withdrawal from the account holder’s bank account at the end of each billing cycle (as directed by the user), in the case of service and other fees alone. [Account holders who use ShipStation Carrier Services, will be automatically charged their monthly service fee as well as a preset amount at the beginning of each billing cycle. ShipStation Carrier Services users will also be charged such preset amount each time the balance available in the ShipStation Carrier Services is not sufficient to print a label requested by such a user. The minimum preset amount is $10 and the maximum is $500. Higher auto pre-funding amounts may be set within the Provider Site. Please click here for an article that explains the process.]
The billing entity for part or all of the services provided by Provider may be that of a subsidiary, affiliate or partner organization of Provider and you hereby consent to any such billing, including changes to the billing entity from time to time.
Provider will reimburse you for the actual cost to replace items lost or damaged during a delivery if arising directly from a carrier’s negligence or willful misconduct, up to a maximum of $100.00 per delivery. Such maximum applies no matter how many items are included in the delivery.
You may purchase insurance through a third-party (see “Miscellaneous – Terms regarding 3rd Party Shipping Insurance” below). The additional insurance must be purchased at the time the delivery is arranged or prearranged with Provider at the account level. No insurance can or will be added once the delivery is assigned to a carrier.
In any claim for reimbursement from Provider, you must prove the value of the item(s) in the delivery subject to the claim, regardless of the value declared or the amount of insurance purchased. Provider will not pay on a claim without proof of the declared value. You must also provide documentation that verifies the replacement cost of the item subject to the claim.
PLEASE BE AWARE THAT NO MATTER WHAT TOTAL VALUE YOU DECLARE FOR YOUR DELIVERY OR ANY INDIVIDUAL ITEM(S) CONTAINED IN SUCH DELIVERY, PROVIDER’S MAXIMUM REIMBURSEMENT TO YOU FOR LOSS OR DAMAGE TO ANY OR ALL ITEMS IN THE DELIVERY IS $100.00.
Filing A Claim: You must file a claim within 72 hours of the item being delivered. To file a claim, you must provide itemized documentation with proof of purchase for the items that are part of the claim including a completed claim form filled out. Fill out all fields on the claim form and email the completed claim form with proof of purchase and itemized documentation to [email protected].
Provider may make an API (Application Program Interface) available to you in Provider’s sole discretion. You may access your Shipsi account data via an API. Any use of the API, including use of the API through a third-party product that accesses Shipsi, is bound by the Terms.
THIRD PARTY PARTNERS
Third Party Partners: You acknowledge that Provider is not a retail store, restaurant, merchant, food delivery platform, merchandise delivery platform, carrier, courier or food preparation entity. Provider serves as an intermediary between you and the carriers selected by End Users who place orders for items on your website (the “End Users”) or you (as applicable). Provider does not transport or deliver shipments and Provider is not a party to any contract you form with any carrier to pick up, transport, or deliver your shipments.
Right of Inspection: You agree that Provider, carriers, or any governmental authority, including customs and security, may open and inspect your shipment at any time. You acknowledge and agree that Provider, carriers, or any governmental authority may, at their sole discretion, refuse to deliver or transport your delivery (for example, prohibited items are shipped through the Services or there is suspected fraud associated with the transaction).
You acknowledge that (i) content on the Site and content available through the Services is protected by copyrights, trademarks and other intellectual and proprietary rights (“Rights”); (ii) these Rights are valid and protected in all media and technologies existing now or later developed; and (iii) except as explicitly provided otherwise, the Terms and applicable copyright, trademark and other laws govern your use of such content. Any other use, including but not limited to the reproduction, modification, distribution, transmission, republication, display, or performance, of the content on this Site is strictly prohibited.
Provider, Shipsi and associated brand names and domain names are trademarks of Provider in the United States and/or other countries. Provider trademarks and trade dress may not be used in connection with any product or service that is likely to cause confusion among your customers, or in any manner can be interpreted as business disparagement. All marks not owned by Provider are the property of their respective owners. You may not use, and nothing contained on the Site or in these Terms grants, by implication, waiver, estoppel or otherwise, any right to use, any trademark displayed on the Site without the written permission of Provider or the respective owner of such trademark, service mark or logo.
USE OF SITE
This Site, any portion of this Site, and any materials made available by Provider through the Site, may not be reproduced, duplicated, copied, sold, resold, or otherwise exploited for any commercial purpose that is not expressly permitted by Provider. Provider reserves the right to refuse service, terminate accounts, and/or cancel orders in its discretion, including, without limitation, if Provider believes that a user’s conduct violates applicable law or is harmful to the interests of Provider. Any use of content or descriptions; any derivative use of this Site or its contents; and any use of data mining, robots, or similar data gathering and extraction tools are strictly prohibited. In no event shall you frame any portion of the Site or any content contained therein. By using this Site, you agree that you will comply with all applicable laws and regulations, including U.S. export and re-export control laws and regulations.
Without limiting the foregoing, you shall ensure that you, your Users and your End Users shall not (1) use the Software or Services for any conduct or activity that violates applicable law or for any illegal or unlawful purpose; (2) resell, distribute, or sublicense the Software or Services or use any of the foregoing for the benefit of anyone than you or the End Users; (3) use the Software or Services to build or research a competing product or service; (4) interfere with, impair or disrupt the Software or Services and related Shipsi systems; (5) introduce any virus or programming routine which is intended to or does disrupt or interrupt the use of the Software or Services or Shipsi’s systems; (6) reverse engineer or otherwise conduct research into the internal operations of the Software; or (7) fail to adhere to any shipment requirements (including but not limited to the packaging, labelling and content requirements of any carrier).
Provider respects the intellectual property of others. Copyright infringement will not be tolerated. If you believe that your work has been copied in a way that constitutes copyright infringement, please alert us at [email protected].
SOFTWARE AVAILABLE ON THE SITE
Software, including the Shipsi Instant Delivery App and Provider’s software platform known as “Shipsi Instant Delivery,” including any cloud-based or local extensions or modules thereto, API modules, the relevant functionality, content (excluding your Submissions), concepts, features, and documentation related thereto, as well as all updates and customizations to any of the foregoing, that is made available from the Site (“Software”) is the copyrighted work of Provider and/or its suppliers. Your and your Users’ use of the Software is governed by the Terms. You and your Users may not use any Software or the Site unless you first agree to the Terms, after which Provider hereby grants to you a personal, nontransferable license to access the Software for viewing and otherwise using the Site in accordance with these Terms, and for no other purpose, provided that you keep intact all copyright and other proprietary notices contained in the Software. All Software is owned by Provider and/or its suppliers and is protected by copyright laws and international treaty provisions. Any reproduction or redistribution of the Software is expressly prohibited by law, and may result in severe civil and criminal penalties. Violators will be prosecuted to the maximum extent possible. WITHOUT LIMITING THE FOREGOING, COPYING OR REPRODUCTION OF THE SOFTWARE TO ANY SERVER OR OTHER LOCATION FOR REPRODUCTION OR REDISTRIBUTION IS EXPRESSLY PROHIBITED. You acknowledge that the Software, and any accompanying documentation and/or technical information, is subject to applicable export control laws and regulations of the U.S. You agree not to export or re-export the Software, directly or indirectly, to any countries that are subject to U.S. export restrictions.
Software usage is subject to compliance with the Terms and is provided for no additional consideration on a non-transferable, limited, revocable, royalty-free basis.
Only your Users may access and use the Software on behalf of you. You shall ensure that all of your Users, comply with these Terms, and you shall remain responsible for the acts and omissions of your Users. Your Representative shall act as the point(s) of contact for Provider under these Terms and regarding your account, with authority to bind you regarding the Software and these Terms, and shall administer you and your Users’ use of the Software and your account. You are responsible for maintaining the security and confidentiality of your account. You agree to notify Provider immediately of any unauthorized use of your account or any other known or suspected breach of security.
Provider may suspend or interrupt the Services, including but not limited to access to the Software, in whole or in part, if (i) you or your Users are using the Software or Services in violation of these Terms or in violation of the law, (ii) your or your Users’ systems or accounts have been compromised or unlawfully accessed, (iii) End Users are accessing or using the Software in violation of these Terms or in violation of the law, (iv) suspension of the Software or Services is necessary to protect the infrastructure of Provider or its affiliates, (v) suspension is required under the law, or (v) you fail to pay the fees required under these Terms within ten (10) days of when due, provided that you have been notified in writing of its failure to pay and given ten (10) days to remedy this failure.
You agree that Provider may update, upgrade or modify the Software, at any time, including the removal or modification of previously available functionality. Subject to the foregoing, any updates, upgrades, enhancements and/or modifications provided to you by Shipsi will automatically be considered part of the Software and will be subject to the Terms.
LIMITATION OF LIABILITY
IN THE EVENT PROVIDER IS FOUND TO BE RESPONSIBLE TO YOU FOR DAMAGES IN ANY WAY RELATING TO THIS SITE, THE SERVICES, OR THE SOFTWARE, YOU AGREE THAT PROVIDER’S LIABILITY TO YOU WILL NOT EXCEED YOUR PREVIOUS MONTH’S PLAN COSTS, WHEN APPLICABLE, FOR SERVICES DURING THE PERIOD IN WHICH YOU INCUR SUCH DAMAGES AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY. PROVIDER IS NOT LIABLE FOR ANY INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES (SUCH AS LOST PROFITS OR LOST BUSINESS OPPORTUNITIES), PUNITIVE OR EXEMPLARY DAMAGES, THE COST OF ALTERNATIVE SERVICES, OR ATTORNEYS’ FEES AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY. NO ACTION, REGARDLESS OF FORM, ARISING FROM OR PERTAINING TO THESE TERMS MAY BE BROUGHT BY YOU MORE THAN ONE (1) YEAR AFTER SUCH ACTION HAS ACCRUED.
You should note that, in some circumstances, the liability of a carrier is limited under the Convention of the Unification of Certain Rules Relating to International Carriage by Air (Warsaw, 12 October 1929), Convention of the Unification of Certain Rules Relating to International Carriage by Air (Montreal, 28 May 1999) and the Convention on the Contract for International Carriage of Goods by Road (Geneva, 19 May 1956) or similar international conventions.
THIS SITE, SERVICES, AND SOFTWARE ARE PROVIDED BY PROVIDER ON AN “AS IS” BASIS. PROVIDER MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THE SITE OR SOFTWARE, OR THE INFORMATION, CONTENT, MATERIALS, OR PRODUCTS INCLUDED ON THIS SITE AND THE SOFTWARE. TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, PROVIDER DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. PROVIDER WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM THE USE OF THIS SITE, THE SERVICES, OR THE SOFTWARE, INCLUDING, BUT NOT LIMITED TO DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, AND CONSEQUENTIAL DAMAGES. PROVIDER DOES NOT PROMISE OR GUARANTY UNINTERRUPTED OR ERROR-FREE SERVICE.
LINKS TO THIRD PARTY WEBSITES
The Provider and affiliated websites may contain links to third party websites (“Linked Websites”). The Linked Websites are not under the control of Provider and Provider is not responsible for the contents of any Linked Website, including without limitation any link contained in a Linked Website, or any changes or updates to a Linked Website. You should contact the site administrator or webmaster for those Linked Websites if you have any concerns regarding such links or the content located on such Linked Websites. You are responsible for following the terms and conditions of all Linked Websites, including carriers and other third party providers of services.
DISPUTE RESOLUTION; AGREEMENT TO ARBITRATION; AND CLASS WAIVER
PRE-FILING MEDIATION. In the event of a dispute, prior to initiating arbitration, the party asserting the claim must first send to the other, by certified mail with return receipt requested (or any successor service), a written Notice of claim (“Notice”). If you are the claimant, the Notice to Provider must be addressed to: Auctane LLC / Dispute Resolution, 4301 Bull Creek Rd., Ste. 300, Austin, Texas 78731, with a copy to Legal Department – Dispute Resolution, Auctane LLC, 1990 E Grand Ave., El Segundo, CA 90245. If Provider is the claimant, the Notice must be addressed to the address used for your account. The Notice must (a) describe the nature and basis of the claim or dispute; and (b) set forth the specific relief sought. Following receipt of the Notice, each party agrees to negotiate with the other in good faith about the claim. If the claim is not resolved to the satisfaction of the claimant within sixty (60) days after Notice is provided, the claimant may pursue the claim in arbitration or file a claim in small claims court.
ADDITIONAL ARBITRATION PROVISIONS:
Settlement Offers: During the arbitration, the amount of any settlement offer made by Provider or you shall not be disclosed to the arbitrator.
Initiating A Claim: The form required to initiate an arbitration can be printed or downloaded from www.adr.org. Alternatively, you can contact the arbitration administrator by calling 800-778-7879.
Fees for Initiating Arbitration: If you are required to pay a filing fee to initiate arbitration, after Provider receives notice of the initiation of arbitration, it will promptly reimburse you for your payment of the filing fee at the address we have for you on file (or the address provided in the Notice), unless your claim is for greater than US $10,000.
Applicable Rules; Administrator: The arbitration will be governed by the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (collectively, “AAA Rules”) of the American Arbitration Association (“AAA”), as modified by these Terms, and will be administered by the AAA. The AAA Rules and Forms are available online at www.adr.org, or by calling the AAA at 1-800-778-7879. The arbitrator is bound by the requirements of this section of the Terms. All issues are for the arbitrator to decide, including issues relating to the scope and enforceability of this Agreement to Arbitrate.
Location of Hearing: Unless Provider and you agree otherwise, any arbitration hearings will take place in the county (or parish) of your billing address. (If you reside outside of the United States, any arbitration hearings will take place in your country of residence at a location reasonably convenient to you, but will remain subject to the AAA Rules including the AAA rules regarding the selection of an arbitrator). If your claim is for US $10,000 or less, we agree that you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic hearing, or by an in-person hearing as established by the AAA Rules. If your claim exceeds US $10,000, the right to a hearing will be determined by the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator shall issue a written decision sufficient to explain the essential findings and conclusions on which the award is based.
Award Enhancement: If the arbitrator issues you an award that is greater than the value of Provider’s last written settlement offer made before an arbitrator was selected (or if Provider did not make a settlement offer before an arbitrator was selected), then Provider will pay you the amount of the award or US $1,000, whichever is greater. Except as expressly set forth herein, the payment of all filing, administration and arbitrator fees will be governed by the AAA Rules.
Class Waiver: YOU AND PROVIDER AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and Provider agree otherwise, the arbitrator may not consolidate the claims of more than one party, and may not otherwise preside over any form of a representative or class proceeding. If this specific provision is found to be unenforceable as applied to any claim asserted by you, then the entirety of the arbitration provision set forth in this section shall be null and void.
Injunctive Relief Limitation: The arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim.
Small Claims Procedure Alternative: Notwithstanding the foregoing binding arbitration procedure, either party may bring an individual action in small claims court (provided the claim otherwise qualifies for such program) as an alternative to proceeding with arbitration.
NO UNLAWFUL OR PROHIBITED USE
As a condition of your use of this Site, you warrant to Provider that you will not use the Site for any purpose that is unlawful or prohibited by these Terms, or the laws and regulations of the jurisdiction in which you are located or to which your envelope or parcel was sent. It is your duty and obligation to know and comply with all applicable federal and state laws relating to the pickup and delivery locations of any delivery and all items contained in a delivery, including without limitation those laws governing the transportation of items over State lines, prohibiting the transportation or shipment of certain items both within a State and between States, restricting the amounts of certain items that can be shipped, and age restrictions. You have the responsibility to package items appropriately based on level of risk, fragility, and other factors specific to the individual item. Provider is not liable for loss or damage to any delivery if it is not properly packed to withstand transport, or to ensure the safety and integrity of the item or in compliance with all applicable laws. You will be fully responsible for all liabilities arising from your failure to comply with these Terms, or all applicable laws with respect to the inclusion of specific items contained in a delivery.
You may not use the Site in any manner that could damage, disable, overburden, or impair the Site. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided through the Site. Provider reserves the right at all times to disclose any information as necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or to remove any information or materials, in whole or in part, at Provider’s sole discretion.
You agree to defend, indemnify and hold harmless Provider, its officers, directors, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising from: (i) your, your Representatives’ or Your Users’ use of and access to the Site, Services, and Software; (ii) your, your Representatives’ or Your Users’ violation of any term of these Terms; (iii) your violation of any third party right, including without limitation any copyright, property, or privacy right; (iv) any claim that one of your submissions caused damage to a third party; (v) any personal injury or property damage caused by products sold by you through the use of the Services or deliveries made on sales facilitated by the Software or your use of the Services; or (vi) any carrier or shipment requirements (including but not limited to the packaging, labelling and content requirements). This defense and indemnification obligation will survive these Terms and your use of the Site.
MATERIALS PROVIDED TO THE SITE
Users of the Site may post comments, reviews, and other content and submit suggestions, ideas, or other information, provided the content does not contain any (a) unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, or hateful content, (b) content which is racially, ethnically or otherwise objectionable, (c) content which infringes upon the rights of any third party, or (d) content that is untrue, inaccurate, outdated or not current, contains a virus or any other similar programs or software which may damage the operation of Provider’s or another’s computer, or is invasive of privacy or publicity rights, fraudulent, or misleading,. You agree not to impersonate any person and/or other entity or communicate under a false name or a name that you are not entitled or authorized to use. Provider has the right (but not the obligation) to remove, prohibit, edit or discontinue any content on the Site, including content that has been posted by users.
Provider does not claim ownership of the materials you provide to Provider (including feedback and suggestions) or post, upload, input or submit to Provider or its associated services (collectively “Submissions”). However, by posting, uploading, inputting, providing or submitting your Submission you are granting Provider, its affiliated companies and necessary sublicensees a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sublicenseable (through multiple tiers) right to use your Submission in connection with the operation of their businesses including, without limitation, the rights to: copy, distribute, transmit, publicly display, publicly perform, reproduce, edit, translate, reformat, prepare derivative works of, and otherwise exploit your Submission; and to publish your name in connection with your Submission. No compensation will be paid with respect to the use of your Submission, as provided herein. Provider is under no obligation to post or use any Submission you may provide and may remove any Submission at any time at Provider’s sole discretion. By posting, uploading, inputting, providing or submitting your Submission, you warrant and represent that you own or otherwise control all of the rights to your Submission as described in this section including, without limitation, all the rights necessary for you to provide, post, upload, input or submit the Submissions and that your Submission is not based on, or derived from, the proprietary information or items of a third party. You shall ensure that all Submissions are true and accurate at all times and shall promptly update any such Submissions accordingly.
Ownership: Without limiting the foregoing, any information or data provided or submitted by you or any of your Users or End-Users to Provider or the Software in the course of utilizing the Software (“Usage Data”) will remain the sole property of you and your licensors, as applicable. You grant to Provider a non-exclusive, sub-licensable license to use, copy, store, transmit and display Usage Data to the extent necessary for Provider and its vendors to provide, improve and maintain the Software and to provide Services to you, your Users and your End Users.
Controls: You agree that Provider may monitor your, your Users’ and your End Users’ use of the Software and collect and use data and related information on such use, which may be gathered to ensure compliance with these Terms, to study and improve the Software and Services, to facilitate the provision of updates, product support and to provide Services under these Terms. Aggregated statistical data may include Submissions on an anonymized basis, may be combined with other data, and will be the property of Provider and may be used for Provider’ general business purposes. Anonymous Data shall be the property of Provider and may be used for Provider’s general business purposes. “Anonymous Data” means Usage Data that has been anonymized and does not identify you or your Users as the source of such Usage Data.
Notwithstanding anything in these Terms to the contrary, upon any termination or expiration of these Terms, Provider may retain any Usage Data, and may continue to display and provide said Usage Data.
Backup Responsibility: The Software is a productivity tool, not a backup system. You understand that it is your responsibility to back up your Usage Data in the manner and at intervals of its choosing, and that Provider does not have the obligation to maintain copies or backups of Usage Data.
The Services under these Terms are provided by Provider’s offices in the State of Texas. The Services and Software can be accessed from any of the 50 states in the United States and from other countries of the world. The laws of the State of Texas (or U.S. federal law, if applicable), without regard to conflicts of law provisions, will apply to all matters arising out of or in connection with the Site, the Services and the Software. By using the Site, Services and Software, you submit to the exclusive jurisdiction of Texas courts and further agree that any cause of action arising out of or in connection with these Terms and/or your use of the Site and/or Services and/or Software shall be brought only in the federal or state courts in Travis County, Texas.
U.S. GOVERNMENT USERS RESTRICTED RIGHTS
Use, duplication, or disclosure by the Government is subject to restrictions as set forth in applicable laws and regulations. Use of the Site, Services and/or Software by the Government constitutes acknowledgment of Provider’s proprietary rights in them. The Site and Software may contain other proprietary notices and copyright information which should be observed.
You shall not transmit to Provider or upload to this Site or the Software any Harmful Code or use or misappropriate the data on this Site for your own commercial gain. “Harmful Code” shall mean any software (sometimes referred to as “viruses,” “worms,” “trojan horses,” “time bombs,” “time locks,” “drop dead devices,” “traps,” “access codes,” “cancelbots” or “trap door devices”) that: (a) is intentionally designed to damage, disrupt, disable, harm, impair, interfere with, intercept, expropriate or otherwise impede in any manner, any data, storage media, program, system, equipment or communication, based on any event, including for example but not limited to (i) exceeding a number of copies, (ii) exceeding a number of users, (iii) passage of a period of time, (iv) advancement to a particular date or other numeral, or (v) use of a certain feature; or (b) would enable an unauthorized person to cause such result; or (c) would enable an unauthorized person to access another person’s information without such other person’s knowledge and permission.
You may not use your password or API keys for any unauthorized purpose. You may not use the Site, Services, or Software for activities that:
1) violate any law, statute, ordinance or regulation relate to sales of (a) narcotics, steroids, certain controlled substances or other products that present a risk to consumer safety, (b) drug paraphernalia, (c) items that encourage, promote, facilitate or instruct others to engage in illegal activity, (d) items that promote hate, violence, racial intolerance, or the financial exploitation of a crime, (e) items that are considered obscene, (f) items that infringe or violate any copyright, trademark, right of publicity or privacy or any other proprietary right under the laws of any jurisdiction, (g) certain sexually oriented materials or services, (h) ammunition, firearms, or certain firearm parts or accessories, or (i) certain weapons or knives regulated under applicable law;
2) relate to transactions that (a) show the personal information of third parties in violation of applicable law, (b) support pyramid or ponzi schemes, matrix programs, other “get rich quick” schemes or certain multi-level marketing programs, (c) are associated with purchases of real property, annuities or lottery contracts, lay-away systems, off-shore banking or transactions to finance or refinance debts funded by a credit card, (d) are for the sale of certain items before the seller has control or possession of the item, (e) are by payment processors to collect payments on behalf of merchants, (f), are associated with the following Money Service Business activities: the sale of traveler’s checks or money orders, currency exchanges or check cashing, or (g) provide certain credit repair or debt settlement services;
3) involve the sales of products or services identified by government agencies to have a high likelihood of being fraudulent;
4) violate applicable laws or industry regulations regarding the sale of (a) tobacco products, or (b) prescription drugs and devices;
5) involve gambling, gaming and/or any other activity with an entry fee and a prize, including, but not limited to casino games, sports betting, horse or greyhound racing, lottery tickets, other ventures that facilitate gambling, games of skill (whether or not it is legally defined as a lottery) and sweepstakes unless the operator has obtained prior approval and the operator and its customers are located exclusively in jurisdictions where such activities are permitted by law.
TERMS REGARDING 3RD PARTY SHIPPING INSURANCE
Provider provides shipping insurance through a third party company. You agree that Provider is in no way responsible for any loss, liability, claim, or demand that relates to insurance.
You are solely responsible for ensuring that listings you add insurance to are covered under the applicable coverage, terms, conditions, and exclusions.
All rules, terms and policies related to shipping insurance offered through the Site shall be governed by the Insurance terms and conditions found by clicking here.
TERMS RELATED TO EUROPEAN UNION DATA SUBJECTS
Additionally, if: (a) you are established in the European Union (“EU”); (b) you provide goods or services to customers in the EU; or (c) you are otherwise subject to the requirements of the EU General Data Protection Regulation (“GDPR”), Provider’s collection, use and storage of the Personal Data of any EU Data Subject is also subject to the following rules. All defined terms, not otherwise defined herewith shall be interpreted in accordance with the GDPR.
Before you provide Personal Data of your customers or that of other individuals to Provider in order for Provider to provide services, you must be in compliance with the GDPR.
You consent to Provider Processing, and/or as a joint Data Controller, with you, of controlling the Personal Data of you and your customers, for the purpose of it providing the services. Provider may share the Personal Data with its agents or subcontractors or affiliates or other third party service providers for the sole purpose of providing or improving the services.
In relation to any Personal Data provided by you to Provider:
(i) You warrant, undertake and confirm that it has grounds for sharing the Personal Data with Provider as envisaged;
(ii) You process and control the Personal Data in compliance with all applicable laws;
(iii) You consent to its use and you have obtained any necessary consents from the receiver of the goods (your customer) as required under the GDPR to pass to Provider the details required to complete the services requested, including but not limited to name, address, email address, mobile telephone number, and contents of package;
(iv) You have made your customers aware that such details may be used by Provider to enhance the delivery process for your customers and it may use notifications and geodata for that purpose. This may involve Provider sharing such details with limited third parties’ data processors, for the purpose of completing the requested services; and
Personal Data of EU Data Subjects that originates in the EU will be stored in the EU. As part of providing the services, this Personal Data may be transferred to other regions, including the United States.
Processing Personal Data of EU Data Subjects
Provider may act as a joint Data Controller with you as well as a Data Processor for the Personal Data of EU Data Subjects in the course of providing services to you, Provider will:
- Process the Personal Data as a Data Processor, only for the purpose of providing the services in accordance with documented instructions from you (provided that such instructions are commensurate with the functionalities of the services), and as may subsequently be agreed to by you. If Provider is required by law to Process the Personal Data for any other purpose, Provider will provide you with prior notice of this requirement, unless Provider is prohibited by law from providing such notice;
- Notify you if, in Provider’s opinion, your instruction for the processing of Personal Data infringes the GDPR;
- Notify you promptly, to the extent permitted by law, upon receiving an inquiry or complaint from a Data Subject or Supervisory Authority relating to Provider’s Processing of the Personal Data;
- Implement and maintain appropriate technical and organizational measures to protect the Personal Data against unauthorized or unlawful processing and against accidental loss, destruction, damage, theft, alteration or disclosure. These measures shall be appropriate to the harm which might result from any unauthorized or unlawful processing, accidental loss, destruction, damage or theft of Personal Data and appropriate to the nature of the Personal Data which is to be protected;
- Notify you promptly upon becoming aware of and confirming any accidental, unauthorized, or unlawful processing of, disclosure of, or access to the Personal Data; and
- Ensure that its personnel who access the Personal Data are subject to confidentiality obligations that restrict their ability to disclose Personal Data.
In the course of providing the services, you acknowledge and agree that Provider may use subprocessors to Process the Personal Data. Provider’s use of any specific subprocessor to process the Personal Data must be in compliance with the GDPR and must be governed by a contract between Provider and subprocessor.
You agree to fully indemnify Provider, for any costs, fees, fines, and professional fees incurred due to a breach by you of the provisions of this Section.
The following miscellaneous terms are fully applicable and important. Please read them with the same degree of care you read the preceding provisions.
ACCOUNT ACCESS: All transactions originating from your account are your responsibility. Please be mindful of whom is given access to the account, as the account holder is responsible for all charges incurred.
ACCOUNT DELINQUENCY: If you fail to pay your monthly service fee for three months or longer or you maintain a negative account balance, Provider may elect, in its sole and absolute discretion, to terminate your account. In this event, in addition to all other fees due and owing, Provider may charge a $25.00 processing fee.
ASSIGNMENT: You may not assign, delegate or transfer these Terms or your rights or obligations hereunder, in any way (by operation of law or otherwise) without Provider’s prior written consent. Provider may transfer, assign, or delegate these Terms at any time without consent.
AUTHORITY: By completing the registration process, you agree to pay all fees incurred on your account in accordance with the terms of the service plan selected by you. If you change service plans or your account is automatically converted pursuant to this section of Terms, you agree to be bound by the payment terms of the new plan. If a Provider account is established for a business or other entity, the person establishing the account represents that he or she has all necessary authority to establish an account with Provider on behalf of the business or other entity who is the responsible account holder.
COLLECTION: Each party agrees that if timely payment by the other of any amounts due is not made, the aggrieved party may pursue the claim directly or assign such claim for collection, and the collection agency may pursue the collection of the past due amounts and any interest or cost of collection permitted by law.
CREDIT VERIFICATION: Provider reserves the right to verify the credit of all persons or companies applying for services.
NO SUBLICENSE OR THIRD PARTY USE: You may use your Provider account for transactions for your own direct use. Provider does not grant the right to sublicense, resell, offer, or utilize any Provider products or services such that Provider products or services are stored, loaded, installed, combined, integrated or displayed as part of a product or software offering (including as part of an application programming interface) of yours to other third party products and services. Provider does not allow you to sublicense, resell, offer, or utilize Provider products or services to third parties (including customers of yours). If Provider determines, in its sole and absolute discretion, that you have violated the foregoing limitations, Provider reserves the right to immediately suspend or terminate your service/account (without notice).
ORDER ACCEPTANCE/REJECTION: Provider reserves the right at any time after receipt of an order for products or services to accept or decline the order for any reason.
Publicity: You agree Provider may identify you as one of its customers on its website and in its marketing material. Upon reasonable request, you shall serve as a reference for Provider.
RELOCATION: You agree to provide updated address information to Provider in the event of relocation.
RISK OF LOSS: The risk of loss and title for non-postage products purchased from Provider passes to you upon our delivery of the purchase to our common carrier for delivery to you.
SALES AND VALUE ADDED TAXES: Tax is not collectable on the purchase of postage. If required by applicable law, sales / value added tax (VAT) is charged/collected on non-postage purchases. You are responsible for the payment of all sales, use, VAT, or other taxes owed on products or taxable items utilized regardless of whether such taxes are collected by Provider at the time of purchase.
THIRD PARTY TERMS AND CONDITIONS: You are responsible for following the terms and conditions of all carriers and partners accessed through the Site. Please visit each individual website to obtain and review their terms and conditions. Use of carrier services via the Services (including through the Shipsi Instant Delivery App or the Shipsi Instant Delivery Portal) is at your own risk. Provider is not responsible for your use of carrier services. Your use of carrier services is as a direct customer of the specific carrier of your choosing and you agree to be bound by the terms and conditions of that carrier for use of services, including the payment of any fees associated and a carrier’s right to open, inspect and assess your package before and after collection. The use of prohibited practices may result in the termination of your account and the Services, the carrier taking actions including the cancellation of a service order, denied delivery, additional charges to your credit card, additional charges collected at the delivery or collection, or future invoicing.
Provider’s display on or through the Services of delivery service options offered by third parties does not in any way imply, suggest, or constitute any sponsorship or approval of any such carrier or any affiliation between any such carrier and Provider. Display of specific options does not suggest a recommendation by Provider of the carrier or its delivery options. Your interaction with any carrier or other third party found on or through our Services, including payment and delivery of goods or services, and any other terms, conditions, warranties or representations associated with such dealings, is solely at your own risk. You agree that, except as expressly set forth in these Terms, Provider will have no liability with respect to the acts, omissions, errors, representations, warranties, breaches or negligence of any carrier or other third party or for any personal injuries, death, property damage, or other damages or expenses resulting in any manner from your interactions with any carrier.
SITE MISTAKES: Although we make reasonable efforts to provide accurate pricing information and product descriptions, pricing mistakes, typographical errors or mistakes regarding product availability may occur. We reserve the right to correct such mistakes and errors.
VIOLATIONS OF LAW: Provider services may not be used in violation of any law or in any way that interferes unreasonably with others’ use of the services.
RATES: Provider does not always provide the lowest rates that may be available for your transaction, as rates are dependent on the service you or your End User chooses, and a variety of factors driven by your actions in using the Software and by decisions from Provider and other business partners of Provider. You agree to the rate provided and displayed at the time of the transaction, as that amount may fluctuate. No refunds shall be applicable to transactions that could have been obtained at a less expensive rate, unless the transaction qualifies for a refund as provided for elsewhere in these Terms.