Terms of Service for Third Party Logistics Providers
ShipHero provides logistics software, inventory management technology, and a live marketplace of third-party logistics providers (“3PLs”) that allows manufacturers and shipping companies (“Shippers”) to seamlessly move from one 3PL to another based on quality of service and price (the “Marketplace”).
Last updated on: June 17, 2019
By participating in the Marketplace as a 3PL you are agreeing to be bound by the following terms and conditions (these “Terms of Service”).
As a Customer using the ShipHero Subscription Service or receiving ShipHero Consulting Services the Customer does not have to participate in the Marketplace.
ShipHero provides you under these Terms of Service certain software-as-a-service solutions and other services (together, the “SaaS Services”) to help you sell your 3PL services to your Customers, whether via the Marketplace (“Marketplace Services”), over the phone, via email or in person (together, “Direct Services”), or both (Marketplace Services and Direct Services together, “your Services”).
Any new features or tools that are added to the current SaaS Services are also subject to these Terms of Service.
You can review the current version of these Terms of Service at any time at https://shiphero.com/terms-of-service/.
ShipHero reserves the right to update and change these Terms of Service by posting updates and changes to the ShipHero website. You are advised to check these Terms of Service from time to time for any updates or changes that may impact you.
1. Account Terms
- You must be 18 years or older or at least the age of majority in the jurisdiction where you reside or from which you use this Service.
- To access and use the SaaS Services, you must register a ShipHero account (“Account”) by providing your full legal name, current address, phone number, a valid email address, and any other information indicated as required. ShipHero may reject your application for an Account, or cancel an existing Account, for any reason, in our sole discretion.
- You acknowledge that ShipHero will use the email address you provide as the primary method for communication.
- You are responsible for keeping your password secure. ShipHero cannot and will not be liable for any loss or damage from your failure to maintain the security of your Account and password.
- You are responsible for all activity and content, information, or data uploaded (including photos, images, videos, graphics, written content, audio files, and/or code), collected, generated, stored, displayed, distributed, transmitted or exhibited on or in connection with your Account (together, the “Materials”).
- A breach or violation of any term in these Terms of Service, including the AUP, as determined in the sole discretion of ShipHero may result in an immediate termination of your services.
2. Account Activation – ShipHero Account
- Subject to section 2.2, the person signing up for the SaaS Services will be the contracting party (“Account Owner”) for the purposes of our Terms of Service and will be the person who is authorized to use any corresponding account we may provide to the Account Owner in connection with the SaaS Services.
- If you are signing up for the SaaS Services on behalf of your employer, your employer shall be the Account Owner. If you are signing up for the SaaS Services on behalf of your employer, then you represent and warrant that you have the authority to bind your employer and all of its users of the SaaS Services to these Terms of Service.
- You may pay any fees that may be due in respect of the SaaS Services or other Services offered by ShipHero via credit card, debit card or ACH. When making payment via one of these methods, you may be subject to additional terms and conditions.
3. General Conditions
- These Terms of Service are governed by and are to be interpreted in accordance with the laws of the State of New York and the federal laws of the United States applicable therein, without regard to principles of conflicts of laws. The parties irrevocably and unconditionally submit to the exclusive jurisdiction and venue of the state and federal courts located in the State and County of New York with respect to any dispute or claim arising out of or in connection with these Terms of Service. The United Nations Convention on Contracts for the International Sale of Goods is not to apply to these Terms of Service and is hereby expressly excluded. The provisions of this Section 3.1 may not be amended except by the express consent of both parties to these Terms of Service.
- Except for the provisions of Section 3.1 immediately above, you acknowledge and agree that ShipHero may amend these Terms of Service at any time by posting the relevant amended and restated Terms of Service on ShipHero’s website, available at https://shiphero.com/terms-of-service/ and such amendments to these Terms of Service are effective as of the date of posting.
- Your continued use of the SaaS Services after the amended Terms of Service are posted to ShipHero’s website constitutes your agreement to, and acceptance of, the amended Terms of Service. If you do not agree to any changes to these Terms of Service, do not continue to use the Service.
- You may not use the ShipHero service for any illegal or unauthorized purpose nor may you, in the use of the Service, violate any laws in the United States, in your jurisdiction (if different from the United States), the laws applicable to you in your customer’s jurisdiction, or any other applicable laws. You shall comply with all applicable laws, rules and regulations in your use of the SaaS Service and in connection with your provision of your Services.
- You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the SaaS Services, use of the SaaS Service, or access to the SaaS Service without the express written permission by ShipHero.
- Technical support is only provided to paying Account holders and is only available via email or via the Marketplace itself.
- You shall not purchase search engine or other pay per click keywords (such as Google AdWords), or domain names that use ShipHero or ShipHero trademarks and/or variations and misspellings thereof.
- You shall not by implication or otherwise associate your Services with ShipHero, except in a manner that expressly approved in advance and in writing by an authorized representative of ShipHero.
- Questions about these Terms of Service should be sent to email@example.com.
- You understand that your Materials (not including credit card information), may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices.
- Any Credit Card information that is shared by you with ShipHero is always encrypted by ShipHero in any transfer or storage that is controlled by ShipHero.
- The Terms of Service may be available in languages other than English. To the extent of any inconsistencies or conflicts between these English Terms of Service and ShipHero’s Terms of Service available in another language, the most current English version of these Terms of Service at https://shiphero.com/terms-of-service/ will prevail.
4. ShipHero Rights
- We reserve the right to modify or terminate (in accordance with Section 10 below) the SaaS Service for any reason, without notice at any time.
- We reserve the right to refuse service to anyone for any legally permitted reason at any time.
- We may, but have no obligation to, remove Materials and suspend or terminate Accounts if we determine in our sole discretion that your Services, or the Materials, violate our AUP https://shiphero.com/terms-of-service/ or these Terms of Service.
- Verbal or written abuse of any kind (including threats of abuse or retribution) of any person in connection with the SaaS Services, including any ShipHero customer, ShipHero employee, member or officer, may result in immediate Account termination.
- ShipHero does not pre-screen Materials and it is in our sole discretion to refuse or remove any Materials from the SaaS Service at any time.
- We reserve the right to provide the SaaS Services to your competitors and make no promise of exclusivity in any particular market segment. You further acknowledge and agree that the entire purpose of the Marketplace is to allow your customers to engage you, or your competitors, based on quality of service and price.
- ShipHero itself, ShipHero former employees and ShipHero current or former contractors may also be users of the Marketplace, and as such, they may compete with you, although they may not use your confidential information in doing so.
- In the event of a dispute regarding Account ownership, we reserve the right to request documentation to determine or confirm Account ownership. Documentation may include, but is not limited to, a scanned copy of your business license, government issued photo ID, the last four digits of the credit card on file, etc.
- ShipHero retains the right to determine, in its sole judgment, rightful Account ownership and transfer an Account to the rightful owner. If we are unable to reasonably determine the rightful Account owner, ShipHero reserves the right to temporarily disable an Account until resolution has been determined between the disputing parties.
5. Limitation of Liability
- You expressly understand and agree that ShipHero shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, direct or indirect damages related to loss of profits, loss of goodwill, loss of data or any other tangible or intangible losses resulting from the use of or inability to use the SaaS Service.
- In no event shall ShipHero or its suppliers be liable for lost profits or any indirect, special, incidental or consequential damages arising out of or in connection with the SaaS Services or these Terms of Service (however arising, including negligence).
- Your use of the SaaS Services is at your sole risk. The SaaS Services are provided on an “as is” and “as available” basis without any warranty or condition, express, implied or statutory.
- ShipHero does not warrant that the SaaS Services will be uninterrupted, timely, secure, or error-free.
- ShipHero does not warrant that the results that may be obtained from the use of the SaaS Services will be accurate or reliable.
- ShipHero does not warrant that the quality of any products, services, information, or other materials provided by ShipHero in connection with, accessed by, or obtained by you through the SaaS Service will meet your expectations, or that any errors in the SaaS Services will be corrected.
6. Waiver and Complete Agreement
The failure of ShipHero to exercise or enforce any right or provision of these Terms of Service shall not constitute a waiver of such right or provision. The Terms of Service and the documents it incorporates by reference constitute the entire agreement between you and ShipHero and govern your use of the SaaS Service, superseding any prior agreements between you and ShipHero (including, but not limited to, any prior versions of these Terms of Service).
7. Intellectual Property and Customer Content
- You represent and warrant that you own, or otherwise have all necessary rights to use, all Materials that you upload to the Marketplace; and by uploading the same you agree to allow your Customers to view and use your Materials. You are responsible for compliance of your Materials with any applicable laws or regulations.
- Subject to your representation and warranty above being accurate and complete, we do not claim any intellectual property rights over the Materials you provide to ShipHero in connection with the Marketplace, and all Materials you upload remains yours.
- By uploading Materials, you agree: (a) to allow potential customers and your Customers in the Mark