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Last updated on: February 6, 2026
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PLEASE READ THESE CUSTOMER TERMS OF SERVICE CAREFULLY. THIS IS A CONTRACT BETWEEN YOU (THE CUSTOMER) AND SHIPHERO TECHNOLOGY, LLC. IT DESCRIBES THE SUBSCRIPTION SERVICES AND OTHER SERVICES, AS APPLICABLE, WHICH WE PROVIDE, HOW THE PARTIES WILL WORK TOGETHER, AND OTHER ASPECTS OF OUR BUSINESS RELATIONSHIP. BY EXECUTING THE ASSOCIATED SAAS SUBSCRIPTION AGREEMENT OR OTHER SHIPHERO ORDERING DOCUMENT OR AGREEMENT THAT INCORPORATES THESE TERMS INTO IT BY REFERENCE OR CHECKING THE BOX “I AGREE TO THESE TERMS OF SERVICE” WHEN CREATING AND/OR LOGGING INTO YOUR ACCOUNT, YOU ARE AGREEING TO THESE TERMS OF SERVICE. IF YOU DO NOT AGREE TO THESE TERMS, YOU MAY NOT USE THE SERVICES.
(a) “Actively Shipping” means a continued relationship or arrangement between a Brand Client or Qualified Merchant and ShipHero which results in a minimum of fifty (50) orders being shipped per month with ShipHero’s Subscription Services serving as the primary subscription services platform for processing orders for the Brand Client or Qualified Merchant as applicable.
(b) “Agreement” means these Terms of Service, all materials referred or linked to within the Terms of Service and the applicable SaaS Subscription Agreement or other ShipHero ordering document or agreement that incorporates these Terms of Service into it by reference entered into by ShipHero and each Customer.
(c) “AUP”, “Acceptable Use Policy” means ShipHero’s Acceptable Use Policy as set forth at https://shiphero.com/acceptable-use/.
(d) “Billing Period” means the period for which You agree to prepay Fees under a SaaS Subscription Agreement or Order Form, which will be the same as or shorter than the Subscription Term. For example, if You subscribe to the Services for a one (1) year Initial Subscription Term, with a twelve (12) month upfront payment, the Billing Period will be twelve (12) months.
(e) “Brand Client” means any User or Qualified Merchant who engages directly with a 3PL Customer and opens a Brand Account.
(f) “Confidential Information” means all non-public information provided by You or us (“Discloser”) under the Agreement to the other (“Receiver”), whether orally or in writing that is designated as confidential or that a person would reasonably understand to be confidential based on the nature of the information and the circumstances of its disclosure. Confidential Information does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Discloser; (ii) was known to the Receiver before receipt from the Discloser; (iii) was received by a third party without a duty of confidentiality and which third party did not have a duty of confidentiality with respect to such information at the time of disclosure; or (iv) was independently developed by the Receiver without reference to or utilizing Discloser’s Confidential Information.
(g) “Consulting Services” means the professional services provided to You by ShipHero, which may include training services, installation, integration or other consulting services.
(h) “Consumer” means any individual who seeks or acquires, by purchase or lease, any goods, services, money, or credit for personal, family, or household purposes. The definition of Consumer shall also have the same meaning as set forth in N.Y. Gen. Bus. Law § 527.
(i) “Customer Data” means all information, that You submit or ShipHero collects from You via the Subscription Service or in connection with the Services.
(j) “Data Controller” means You or the Customer.
(k) “Data Processor” means ShipHero Technology, LLC.
(l) “Data Protection Addendum”, “DPA” means the following as applicable: (i) ShipHero’s Global Data Processing Agreement (North America & Europe). ShipHero shall provide a copy of the applicable DPA to any Customer upon ShipHero’s receipt of the Customer’s request. Customer request must be submitted here: https://trust-center.shiphero.com/.
(m) “EEA” or “European Economic Area” means a political and economic region that includes the European Union (EU) the UK and four non-EU countries: Iceland, Liechtenstein, Norway and Switzerland.
(n) “General Data Protection Regulation” means the legal framework that sets guidelines for the collection and processing of personal data from individuals who live in and outside of the European Union (EU) or EEA.
(o) “Materials” 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.
(p) “Maximum Units” means the maximum number of units available to Customer for the calendar year as further set forth in the applicable SaaS Subscription Agreement entered into by ShipHero and Customer.
(q) “Order Form” or “Order” means the ShipHero-approved form by which You agree to subscribe to the Services. Most Orders are completed through Your Account. The Order Form may be referred to as a “Statement of Work” if You are purchasing only Consulting Services. Once entered into, an Order Form is deemed part of Your SaaS Subscription Agreement.
(r) “Privacy Policy” means ShipHero’s Privacy Data Policy as set forth at https://www.shiphero.com/privacy-policy.
(s) “Qualified Merchant” means a Brand Client with a ShipHero connected store who also: (i) has shipped at least 10,000 orders via the Subscription Services on the Brand Client’s respective Brand Account, or (ii) has started shipping as a Brand Client with a ShipHero connected store and is Actively Shipping.
(t) “SaaS Subscription Agreement” means that certain SaaS Subscription Agreement entered into by and between Customer and ShipHero setting forth additional terms, conditions and obligations in connection with the Services and shall also include any Order Form, as applicable.
(u) “Sensitive Information” means credit or debit card numbers; personal financial account information; Social Security numbers; passport numbers; driver’s license numbers or similar identifiers; racial or ethnic origin; physical or mental health condition or information; or other employment, financial or health information, including any information subject to regulations, laws or industry standards designed to protect data privacy and security, such as the Health Insurance Portability and Accountability Act and the Payment Card Industry Data Security Standards.
(v) “Services” means the Consulting Services, the Subscription Services, and any other services provided by ShipHero to Customer as set forth in the Agreement, as applicable.
(w) “ShipHero Content” means all information, data, text, messages, software, sound, music, video, photographs, graphics, images, and tags that We incorporate into the Subscription Service or in connection with the Services.
(x) “ShipHero”, “We”, “us” or “our” means ShipHero Technology, LLC.
(y) “ShipHero’s Website” means ShipHero’s main website available at https://shiphero.com/.
(z) “Subscription Fees” or “Fees” means the amounts and fees You incur in connection with the Services as further set forth on the SaaS Subscription Agreement entered into by You and ShipHero.
(aa) “Subscription Service” means our web-based inbound marketing and sales applications, tools and platform that You have subscribed to by an Order Form, and developed, operated, and maintained by us, accessible via ShipHero’s Website or another URL designated by ShipHero, and any ancillary products and services, including website hosting, that We provide to You.
(bb) “Subscription Term” means the Initial Subscription Term and any Renewal Subscription Terms, as applicable.
(cc) “Terms of Service” shall mean these Terms of Service as amended from time to time and shall also include the AUP and DPA. Terms of Service shall be made available on ShipHero’s Website, and the DPA shall be made available on the ShipHero Trust Center at https://trust-center.shiphero.com/
(dd) “Users” means Your employees, representatives, consultants, contractors or agents who are authorized to use the Services for Your benefit and have unique user identifications and passwords for the Services.
(ee) “You”, “Your” or “Customer” means the person or entity using the Services and identified in the applicable SaaS Subscription Agreement or Order Form as the Customer, including without limitation, any 3PL Customer who provides logistic services and engages ShipHero directly and causes any Brand Client to open a Brand Account.
(ff) “3PL Customer” means a Customer of ShipHero, who provides third party logistic services and engages ShipHero directly and causes any Brand Client to open a Brand Account.
Customer hereby acknowledges that: (i) ShipHero periodically updates the terms in the Terms of Service and ShipHero will let You know through Your Account used to access Your Services; (ii) ShipHero reserves the right to update and change these Terms of Service by posting updates and changes to the ShipHero Website and requiring Customer to check a box agreeing to the updated Terms of Service when Customer next logs into Customer’s Account in order to continue using the Services; and (iii) such changes shall become effective upon such acceptance of the updated Terms. If You do not agree to the changes to the Terms of Service, You must give written notice of non-renewal of the Agreement, in which case the changed Terms of Service will not apply to You and ShipHero will have the right to terminate the Agreement at any time thereafter upon written notice and the Agreement will automatically end at the conclusion of your then-current Subscription Term or sooner (if elected by ShipHero). If ShipHero elects to terminate, You will receive a refund for any prepaid, unearned amounts as of the date of termination.
(a) Customer must read, agree with and accept all of the terms and conditions contained in the Terms of Service, and, if applicable, the Data Protection Addendum before Customer may open an Account and utilize the Services. By accepting these Terms of Service and agreeing to be bound by these Terms of Service, Customer shall cause its respective Users to also agree and accept to be bound by the Terms of Service, as amended. Customer shall be responsible and indemnify us for the acts and omissions of its Users.
(b) You may neither use the Services for any illegal or unauthorized purpose nor may You, in the use of the Services, 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 Services and in connection with Your provision of Your Services.
(c) You agree not to reproduce, duplicate, copy, sell, resell, or exploit any portion of the Services, use of the Services, or access to the Services without the express written permission by ShipHero.
(d) Technical support is only provided to paying Customers and is only available via email.
(e) You shall not purchase search engine or other pay per click keywords (such as Google AdWords), or domain names that use ShipHero or ShipHero’s trademarks and/or variations and misspellings thereof.
(f) 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.
(g) Questions about these Terms of Service should be sent to support@shiphero.com.
(h) You understand that Your Materials (not including Sensitive Information), may be transferred unencrypted and involve (i) transmissions over various networks; and (ii) changes to conform and adapt to technical requirements of connecting networks or devices.
(i) The Terms of Service may be available in languages other than English. To the extent of any inconsistencies or conflicts between these English language Terms of Service and ShipHero’s Terms of Service available in another language, the most current English language version of these Terms of Service shall control and prevail.
(j) You are responsible for all Materials collected, generated, stored, displayed, distributed, transmitted or exhibited on or in connection with Your Account.
(k) If You are signing up for the Services on behalf of Your employer, then You represent and warrant that You have the power and authority to bind Your employer and all of its Users of the Services to these Terms of Service.
(l) Consumers (as defined in Section 1(n) of these Terms of Service) are not permitted to use the Services or create an Account without obtaining the prior written consent from ShipHero, and such consent may be withheld, conditioned or delayed in ShipHero’s sole discretion. Any Customer who under New York law is currently or becomes classified as a Consumer shall immediately provide written notice to ShipHero.
(m) You agree not to: (i) use any automated systems, including “robots,” “spiders,” or “offline readers,” that exceed human-level request rates to our servers; (ii) engage in any activities that damage, disable, or overburden our websites and Services; (iii) attempt unauthorized access or use the Services unlawfully; (iv) access the Services other than through our interface; (v) reverse engineer the source code of the Services; (vi) time share the Services or otherwise offer third-party access to the Services (other than Users); (vii) directly or indirectly circumvent any security features of the Services; or (viii) use the Services for any purpose or in any manner that is unlawful or prohibited by the Agreement. Furthermore, the use of AI tools for scraping or data mining is strictly prohibited, as it can overwhelm server resources and violate fair access principles, potentially compromising functionality and data security.
(n) You will notify us right away of any unauthorized use or disclosure of Your Users’ identifications and passwords or unauthorized use or access of Your Account by following the instructions at https://shiphero.com/help.
(a) We reserve the right to modify (subject to Section 6(c)) or terminate (in accordance with the Terms of Service) the Services for any reason, without notice at any time.
(b) We reserve the right to refuse service to anyone for any legally permitted reason at any time.
(c) 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 or these Terms of Service.
(d) Verbal or written abuse of any kind (including threats of abuse or retribution) of any person in connection with the Services, including any ShipHero customer, ShipHero employee, member or officer, may result in immediate Account and Services termination.
(e) ShipHero does not pre-screen Materials, and ShipHero may, in its sole discretion, refuse or remove any Materials from the Services at any time for any reason.
(f) We reserve the right to provide the Services to Your competitors and make no promise of exclusivity in any particular market segment.
(g) ShipHero itself, ShipHero former employees and ShipHero current or former contractors may compete with You, although they may not use Your Confidential Information in doing so.
(h) In the event of a dispute regarding Account ownership, We reserve the right to request documentation to determine or confirm such 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.
(i) 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 owner, ShipHero reserves the right to temporarily disable an Account until resolution has been determined between the disputing parties.
(a) 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 the Services in order to access and use the Services.
(b) To access and use the 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 are responsible for all uses of your Account.
(c) You acknowledge that ShipHero will use the email address You provide as the primary method for communication.
(d) 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.
(e) ShipHero offers MFA. ShipHero strongly advises that multi-factor authentication (MFA) be enabled for all Users on Your Account.
(f) Further ShipHero may charge for, as-needed, any engineering time (estimated at $500 per hour) to fix any repercussions / issues that resulted from You not protecting Your Account password or security.
(a) Access
During the Subscription Term, We will provide You access to use the Subscription Service and other applicable Services as described in the Agreement.
(b) Limits
Limits may apply to the number of “units” You can have. Any limits will be specified in Your Order Form and the SaaS Subscription Agreement, including Your Maximum Units. You will be charged fees if You exceed the Maximum Units allocated to You as set forth in the Order Form or SaaS Subscription Agreement. If You have a shipment-based SaaS Subscription Agreement, You shall have the right, at any time, to request an increase in the yearly maximum number of “shipments” threshold set forth in such SaaS Subscription Agreement, for the remaining Initial Subscription Term or Renewal Subscription Term (as applicable), by delivering written notice to ShipHero. You acknowledges that the annual service fee shall be adjusted accordingly upon ShipHero’s approval of Your request. ShipHero, in ShipHero’s sole and absolute discretion, reserves the right to withhold, condition or delay its consent in connection with Your request to increase the yearly maximum number of “shipments” threshold set forth the SaaS Subscription Agreement.
(c) Modifications
We modify the Subscription Service and any other applicable Services from time to time, including by adding or deleting features and functions, in an effort to improve Your experience. If We make any changes to the Subscription Service or any other applicable Service that materially reduces the functionality of the Subscription Service provided to You during the Subscription Term, You may terminate the Agreement upon 30 days’ prior written notice and receive a pro-rated refund for any prepaid, unearned amounts as of the date of termination. We might provide some or all elements of the Subscription Service through an applicable Third Party Provider.
(d) Additional Features
You may subscribe to additional features of the Subscription Service and any other Services by agreeing to a new Order Form.
(e) Betas and Trials
ShipHero may offer free or paid pilots or trials (“Trials”) and early‑access, preview, or beta features (“Beta Features”). ShipHero’s indemnity obligations set forth in these Terms of Service do not apply to Trials and Beta Features. The disclaimer of warranties set forth in these Terms of Service applies to Trials and Beta Features. ShipHero may modify or discontinue Beta Features at any time. Unless otherwise stated in the associated Order, Trials convert to paid subscriptions only upon mutual execution of a SaaS Subscription Agreement.
(a) Support
Support is included in Your Subscription Fee set forth on Your SaaS Subscription Agreement. General support for the Services is available 9AM to 9PM Eastern Time (GMT-5), Monday through Friday, excluding holidays observed by ShipHero. We accept support questions 24 hours per day x 7 Days per Week at support@shiphero.com. We attempt to respond to support questions within one business day; in practice, our responses are generally faster. Notwithstanding the foregoing, we do not promise or guarantee any specific response time.
(b) Security Support
Security Support vulnerabilities will be acknowledged within one business day of receipt of notification and our verification that they are in fact vulnerabilities.
(c) Availability
We will use commercially reasonable efforts to make the Subscription Services available 24 hours a day, 7 days a week, except for planned down-time for maintenance, down-time due to a Force Majeure Event, emergency maintenance, and down-time due to your acts or omissions or those of a third party. However, unless the applicable SOW provides otherwise, no service level agreement is offered or made in connection with this Agreement, and we make no promises or guarantee that the Services will be available 24 hours a day, 7 days a week.
You may purchase Consulting Services through an Order Form or Statement of Work. Fees for these Consulting Services are in addition to Your Subscription Fee. Unless otherwise agreed, all Consulting Services are performed remotely. For Consulting Services performed on-site, You will reimburse us our reasonable cost for all expenses incurred in connection with the Consulting Services. Any invoices or other requests for reimbursements will be due and payable within thirty (30) days of receipt of the invoice. Hours purchased as part of a consulting package expire as set forth in the Order Form, but in any case no more than one hundred and eighty (180) days from purchase. We might provide some or all elements of the Consulting Services through third party service providers. Consulting Services are non-cancellable, and all Fees for Consulting Services are non-refundable.
(a) Subscription Fees
The Subscription Fee will remain fixed during the Initial Subscription Term or Renewal Subscription Term (as applicable) unless You: (i) exceed Your Maximum Units, or (ii) change products or base packages. Where a price change applies to You, We will charge or invoice You under the new price structure, starting with the next Billing Period in the Subscription Term, except as provided below in Section 9(b). In order to avoid additional charges, You should purchase the appropriate tier of Subscription Service for Your anticipated needs. We will monitor or audit remotely the number of Users in the Subscription Service. This information is also available to You on Your Account. ShipHero may increase the Subscription Fees to ShipHero’s then-current fees for the relevant Services at the start of each Renewal Subscription Term, subject only to ShipHero providing prior written notice of such fee increases. Any discount provided to You under the Agreement is applicable only to the Initial Subscription Term and only for Your initial Maximum Units and not any incremental increase to such Maximum Units, unless otherwise expressly stated in the SaaS Subscription Agreement or Order Form.
(b) Fee Adjustments in Next Billing Period
If You exceed Your Maximum Units in a Billing Period, then Your Subscription Fee will be adjusted at the beginning of the next Billing Period up to the current base package and tier price which corresponds with the Maximum Units from the prior Billing Period. This process will continue for each Billing Period during the Subscription Term. Our pricing and limits will be as set forth on ShipHero’s Website and the Customer’s applicable SaaS Subscription Agreement. We determine the number of units in the Subscription Service. At Your request, We will provide You with the detail We used to reach our conclusion.
(c) Fee Adjustments During a Billing Period
The Subscription Fee will increase during the course of a Billing Period if You exceed Your Maximum Units in a Billing Period. The Subscription Fee will be adjusted up to the tier price which corresponds with Your Maximum Units from the current Billing Period. The Subscription Fee will also increase during a Billing Period if You increase Your Maximum Units, change products or subscribe to additional features for use during the Billing Period. The Subscription Term for any incremental increase in Your Maximum Units will be conterminous with the then-current Subscription Term for the existing units.
(d) Payment by credit card
Customers may pay for the Subscription Fees via credit card as described herein. If You are paying by credit card, You authorize us to charge Your credit card or bank account for all Fees payable at the beginning of the Initial Subscription Term and all subsequent Billing Periods, including upgrades and increases during the Subscription Term. You further authorize us to use a third party to process payments, and consent to the disclosure of Your payment information to such third party. Payments via credit card may incur a processing fee, which shall be Customer’s sole cost and responsibility. Any credit card information that is shared by You with ShipHero is encrypted by ShipHero’s respective third-party payment processors.
In addition, all Customers must keep a valid credit card on file with us to pay for any unpaid or past due Subscription Fees. ShipHero will charge applicable Fees to the credit card account that You authorize (“Authorized Card”), and ShipHero will continue to charge the Authorized Card (or any replacement card) for applicable Fees until the Services are terminated, and any and all outstanding Fees have been paid in full. Unless otherwise indicated, all Fees in respect of and other charges are in U.S. dollars, and all payments shall be in U.S. currency. If We are not able to process payment of Your Fees using the Authorized Card, We will make a second attempt to process payment using the Authorized Card 3 days later. If the second attempt is not successful, We will make a final attempt 3 days following the second attempt. If our final attempt is not successful, We may suspend and revoke access to Your Account. Your Account will be reactivated upon Your payment of any outstanding Fees (including interest) and any reactivation fee. You will not be able to access Your Account during any period of suspension. If the outstanding Fees remain unpaid for 60 days following the date of suspension, ShipHero reserves the right to terminate Your Account in addition to any other rights and remedies available to ShipHero under the Agreement and applicable law.
(e) Payment by Invoice
If You are paying by invoice, We will invoice You at the beginning of the Initial Subscription Term and at the beginning of each subsequent Billing Period. All amounts invoiced are due and payable within thirty (30) days from the date of the invoice, unless otherwise specified in the Order Form.
(f) Other Payment Methods
If You are paying by ACH, direct deposit, wire transfer, Stripe, or any other payment methods accepted by ShipHero, You acknowledge that all amounts charged or requested by ShipHero are due and payable within thirty (30) days from ShipHero’s request, unless otherwise specified in the Order Form. ShipHero will continue to charge the applicable payment method for applicable Fees until the Services are terminated, and any and all outstanding Fees in respect of Fees have been paid in full. Unless otherwise indicated, all Fees in respect of and other charges are in U.S. dollars, and all payments shall be in U.S. currency. If We are not able to process payment of Your Fees using the applicable payment methods described herein, ShipHero will make a second attempt to process payment using the Authorized Card 3 days later.
(g) Payment Information
You will keep Your contact information, billing information and credit card information (where applicable) up to date. Changes may be made on Your Account within Your ShipHero portal. All payment obligations are non-cancelable, and all amounts paid are non-refundable, except as specifically provided for in the Agreement. All Fees are due and payable in advance throughout the Subscription Term.
(h) Taxes
All Subscription Fees are exclusive of applicable federal, provincial, state, local or other governmental sales, goods and services, harmonized or other taxes, fees or charges now in force or enacted in the future (“Taxes”). You are responsible for all applicable Taxes that arise from or as a result of Your use of the Services. These Taxes are based on the rates applicable to the billing address You provide to us. Such amounts are in addition to the Fees for such products and Services and will be billed to Your Authorized Card. If You are exempt from payment of such Taxes, You must provide us with evidence of Your exemption, which in some jurisdictions includes an original certificate that satisfies applicable legal requirements attesting to tax-exempt status. Tax exemption will only apply from and after the date We receive evidence satisfactory to ShipHero of Your exemption. If You are not charged Taxes by ShipHero, You are responsible for determining if Taxes are payable, and if so, self-remitting Taxes to the appropriate tax authorities in Your jurisdiction. You shall have no liability for any taxes based upon our gross revenues or net income. If You are located in the European Union, all Subscription Fees are exclusive of any VAT and You represent that You are registered for VAT purposes in Your member state. At our request, You will provide us with the VAT registration number under which You are registered in Your member state. If You are subject to GST, all Subscription Fees are exclusive of GST. If You are required to deduct or withhold any tax, You must pay the amount deducted or withheld as required by law and pay us an additional amount so that We receive payment in full as if there were no deduction or withholding.
(i) Interest
All late payments will be charged interest at the rate of 1.5% compounded interest per month or the highest rate permitted under applicable law, whichever is lower.
(a) Initial Subscription Term
The Initial Subscription Term shall begin on the date Services begin and shall expire at the end of the period selected during the sign up process as set forth on Your Account or as otherwise set forth on the SaaS Subscription Agreement, as applicable (“Initial Subscription Term”).
(b) Renewal Subscription Term
Except as otherwise set forth in the SaaS Subscription Agreement or unless ShipHero or Customer gives the other written notice that the applicable party does not intend to renew the term for Services, the Agreement will automatically renew for one (1) year (“Renewal Subscription Term”) at the end of the Initial Subscription Term and each Renewal Subscription Term. Written notice of non-renewal must be sent no more than thirty (30) days in advance of the end of the Initial Subscription Term or Renewal Subscription Term, as applicable. The Renewal Subscription Term will be on the current terms and conditions of the Agreement, and subject to the renewal pricing provided for in Your Order Form or, if not specified in the Order Form, on our then-standard pricing available on ShipHero’s Website. In addition, during any Renewal Subscription Term, the current product usage limits set forth on ShipHero’s Website shall apply to Your Services, unless otherwise agreed to by You and ShipHero in a SaaS Subscription Agreement. To elect not to renew, You must send the notice of non-renewal by email to support@shiphero.com or the address set forth in the applicable SaaS Subscription Agreement at least 30 days in advance of the end of the Initial Subscription Term or then-current Renewal Subscription Term, as applicable.
This is an agreement for access to and use of the Subscription Service and the Services, and You are not granted a license to any software by this Terms of Service. The Subscription Service and other applicable Services are protected by intellectual property laws. The Subscription Service and other Services belong to and are the property of ShipHero Technology, LLC, and/or our licensors (if any). We retain all ownership rights in the Subscription Service and other applicable Services. You agree not to copy, rent, lease, sell, distribute, or create derivative works based on the ShipHero Content, the Subscription Service, the Consulting Services or any other Services in whole or in part, by any means, except as expressly authorized in writing by ShipHero. ShipHero, the ShipHero logos, and other marks that We use from time to time are our trademarks or the trademarks of our licensors, as applicable, and You may not use them without our prior written permission.
We encourage all customers to comment on the Subscription Service or other Services, provide suggestions, feedback, and comments for improving them, and vote on suggestions they like (collectively, “Feedback”). You agree that all Feedback is non-confidential and that ShipHero owns all rights to use and incorporate them into the Subscription Service or other Services, without payment to You. You hereby assign all of your right, title, and interest in and to Feedback and waive your right to assert any non-assignable rights against ShipHero, its affiliates, or any of its sublicensees with respect to Feedback.
The Services may include or be distributed with open source software (“OSS”). Applicable OSS licenses are identified in the documentation associated with the Services or a NOTICE file and govern Customer’s use of the OSS, not this Agreement.
You represent and warrant that You own, or otherwise have all necessary rights to use, all Materials and Customer Data; 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. The Agreement does not grant us any ownership rights to the Materials or Customer Data. You grant permission to us and our licensors and contractors and service providers to use, copy, display, reproduce, create derivative works of, and perform the Materials and Customer Data only as necessary to provide the Subscription Service and other Services to You. If You are using the Subscription Service or receiving Consulting Services on behalf of another party, then You represent and warrant that You have all sufficient and necessary rights and permissions to do so.
By using the Services, You hereby grant ShipHero the right to add Your name and company logo to our customer list and ShipHero’s Website, subject to any trademark usage guidelines You may provide to ShipHero. All goodwill generated from such usage shall inure to Your benefit.
Subject to Your representation and warranty above being accurate and complete, ShipHero does not claim any intellectual property rights over the Materials You provide to ShipHero in connection with the Services, and all Materials You upload remains Yours.
The Receiver will: (i) protect the confidentiality of the Confidential Information using the same degree of care that it uses with its own Confidential Information of similar nature, but with no less than reasonable care, (ii) not use any Confidential Information for any purpose outside the scope of the Agreement, (iii) not disclose Confidential Information to any third party other than its employees, contractors, service providers, advisors and agents who are subject to confidentiality obligations at least as stringent as those set forth in this Agreement. Upon notice to the Discloser, the Receiver may disclose Confidential Information if required to do so under any federal, state, or local law, statute, rule or regulation, subpoena or legal process; provided that the Receiver shall use commercially reasonable efforts to limit the extent of the disclosure. In addition, the Receiver may disclose Confidential Information to its legal counsel, advisors, and accountants, and as reasonably necessary in connection with a potential merger, acquisition, financing (equity and debt), divestiture, or sale of all or part of its business or other business combination transaction, provided in each case that such recipients are bound by confidentiality obligations at least as protective as those in this Agreement.
To realize the full value of the Subscription Service and other applicable Services, Your participation and effort are needed. You shall cooperate with ShipHero to the extent necessary for ShipHero to provide the Services.
(a) Generally
ShipHero is firmly committed to protecting the privacy of Your personal information and the personal information of Your customers. By using the Services, You acknowledge and agree that ShipHero’s collection, usage and disclosure of this personal information is governed by our Privacy Policy.
With regard to ShipHero’s Privacy Policy, explicitly referencing the retention period, We reserve the right to keep payment information on hand for up to 90 days post-termination in the event of a chargeback or merchandise returns for shipping and transfer fees; to help resolve any possible disputes.
Additionally, if: (a) You are established in the European Economic Area (“EEA”); (b) You provide goods or services to customers in the EEA; or (c) You are otherwise subject to the requirements of the General Data Protection Regulation, ShipHero’s collection and use of personal information of any European residents is also subject to our Data Protection Addendum which is available upon request.
(b) Limits on ShipHero
We will not use, or allow anyone else to use, Customer Data to contact any individual or company except as You direct. We will use Customer Data only in order to provide the Subscription Service and Consulting Services to You and only as permitted by applicable law, the Agreement, and our Privacy Policy.
(c) Aggregate Data
We may monitor use of the Subscription Service by all of our Customers and use the Customer Data gathered in an aggregate and anonymous manner. ShipHero owns and shall continue to own all right, title and interest in and to such aggregate data. You agree that We may use and publish such information, provided that Customer Data contained in such aggregate data has been reasonably de-identified.
(d) Safeguards
We will maintain commercially appropriate administrative, physical, and technical safeguards designed to protect Customer Data. You consent to the processing of Customer Data in the United States.
(e) No Sensitive Information
YOU AGREE NOT TO USE THE SUBSCRIPTION SERVICE OR ANY OTHER SERVICES TO COLLECT, MANAGE OR PROCESS SENSITIVE INFORMATION. WE WILL NOT HAVE ANY LIABILITY THAT MAY RESULT FROM YOUR USE OF THE SUBSCRIPTION SERVICE TO COLLECT OR MANAGE SENSITIVE INFORMATION.
(f) Data Protection
To the extent ShipHero processes Personal Data (as defined in the DPA) subject to Data Protection Laws, such processing shall be governed by the ShipHero Global Data Processing Agreement ("DPA"), available at https://trust-center.shiphero.com/ which is hereby incorporated by reference. In the event of a conflict between this Section 15 and the DPA, the DPA shall control.
In addition to these Terms of Service, You also agree to be bound by the additional service-specific terms applicable to services You purchase from, or that are provided by, ShipHero’s partners or other third parties.
ShipHero may from time to time recommend, provide You with access to, or enable third party software, applications, products, services or website links (collectively, “Third Party Services”) for Your consideration or use. Such Third Party Services are made available only as a convenience, and Your purchase, access or use of any such Third Party Services is solely between You and the applicable third party services provider, which includes but is not limited to certain approved carriers (e.g. shipping companies), integrators (e.g. “Shippo” and “Make.com”), e-commerce platforms (e.g. “Shopify”), payment processors (e.g. “Stripe”) and other carriers, integrators, e-commerce platforms and payment processors approved by ShipHero (“Third Party Provider”). Any use by You of Third Party Services offered through the Services is entirely at Your own risk and discretion, and it is Your responsibility to read the terms and conditions and/or privacy policies applicable to such Third Party Services before using them. In some instances, ShipHero may receive a revenue share from the applicable Third Party Provider.
As Customer permits, Customer can enable the sending of data and information to, and receiving data and information from, these Third Party Services, which data will expressly be considered part of Customer Data. For each Third Party Service with which Customer requests that the Services interoperate, Customer will provide ShipHero with the API keys, user identification, passwords, and/or URLs associated with Customer’s license or instance of such Third Party Service (collectively, “Customer’s Third Party Service Credentials”), which are necessary to allow ShipHero to access, receive, and transmit the Customer Data and interoperate the Services with such Third Party Service. Customer additionally remains solely responsible for maintaining its accounts with Third Party Services and for the accuracy, legality, and integrity of data exchanged via such Third Party Services. Customer authorizes ShipHero to use Customer’s Third Party Service Credentials solely to interoperate with the designated instance for Customer’s benefit and will promptly provide ShipHero with updated Customer’s Third Party Service Credentials upon changes to Customer’s Third Party Service Credentials or suspected compromise of Customer’s Third Party Service Credentials.
We do not provide any warranties with respect to Third Party Services. You acknowledge that ShipHero has no control over Third Party Services and is not responsible or liable to anyone for such Third Party Services. The availability of Third Party Services via the Services, or the integration or enabling of such Third Party Services with the Services does not constitute or imply an endorsement, authorization, sponsorship, or affiliation by or with ShipHero.
ShipHero does not guarantee the availability of Third Party Services, and You acknowledge that ShipHero may disable access to any Third Party Services at any time in its sole discretion and without notice to You. ShipHero is not responsible or liable to anyone for discontinuation or suspension of access to, or disablement of, any Third Party Service. ShipHero strongly recommends that You seek specialist advice before using or relying on Third Party Services, to ensure they will meet Your needs. In particular, tax calculators should be used for reference only and not as a substitute for independent tax advice when assessing the correct tax rates You should charge to Your customers.
If You install or enable any Third Party Services for use with the Services, You grant us permission to allow the applicable Third Party Provider to access Your Customer Data and to take any other actions as required for the interoperation of the Third Party Services with the Services, and any exchange of Customer Data or other interaction between You and the Third Party Provider is solely between You and such Third Party Provider. ShipHero is not responsible for any disclosure, modification or deletion of Your Customer Data or other Materials, or for any corresponding losses or damages You may suffer, as a result of access by Third Party Services or a Third Party Provider to Your Customer Data or other Materials.
(For example, if Google Maps provided Third Party Services that were used within the Services, then Your use of such Third Party Services would be subject to Your acceptance of the Google Maps and Earth Enterprise Universal Acceptable Use Policy, as it may be amended by Google from time to time.)
Under no circumstances shall ShipHero be liable for any direct, indirect, incidental, special, consequential, punitive, extraordinary, exemplary or other damages whatsoever, that result from any Third Party Services or Your contractual relationship with any Third Party Provider. These limitations shall apply even if ShipHero has been advised of the possibility of such damages. The foregoing limitations shall apply to the fullest extent permitted by applicable law.
You agree to defend, indemnify and hold us and (as applicable) our parent, subsidiaries, affiliates, ShipHero partners, officers, directors, agents, employees, and suppliers harmless from any claim or demand, including reasonable attorneys’ fees, arising out of Your use of Third Party Services or Your relationship with a Third Party Provider.
Except as otherwise agreed in the Order or in another writing by the parties, Customer hereby authorizes ShipHero to provide, copy, display, and distribute Customer data to ShipHero’s third party providers of artificial intelligence services for the Services (each, an “AI Vendor”) (“Identifiable Customer Data”) in support of the delivery to Customer of features and functionalities of the AI Features. Prior to providing Identifiable Customer Data to an AI Vendor, ShipHero shall have entered into an agreement with such AI Vendor that prohibits such AI Vendor from using the Identifiable Customer Data provided by ShipHero as content for training or improving the AI Vendor’s generative AI model. Upon termination of the Agreement, ShipHero shall cease providing Identifiable Customer Data to AI Vendors.
At any time during the Term, Customer shall have the option to obtain Netsuite or SPS Commerce integration (together, the “Integration Option”) by requesting an addendum from support@shiphero.com. In the event the Integration Option is elected by Customer, the form of addendum to this Agreement shall be provided by ShipHero to Customer. The election of the Integration Option will result in additional costs for the Customer.
You will defend ShipHero and its affiliates, at Your expense, against any third party claim, suit, action, investigations, demands, or proceeding (each, an “Action”) brought against us or our parent or affiliates (or any of their respective officers, directors, employees, agents, service providers, or licensors) by a third party not affiliated with ShipHero to the extent that such Action is based upon or arises out of (a) unauthorized or illegal use of the Services by You; (b) Your noncompliance with or breach of the Terms of Service or SaaS Subscription Agreement, (c) Your use of Third Party Services, or (d) the unauthorized use of the Services by any other person using Your User information. You will indemnify and hold ShipHero and its affiliates harmless against any losses, damages, penalties, expenses, awards, judgments, settlements, costs (including reasonable attorneys’ fees and court and arbitration expenses) (collectively, “Losses”) arising out of any of the foregoing Actions.
We will defend You harmless, at ShipHero’s expense, against any Action alleging the Services, when used in accordance with the Agreement, infringe any third party’s U.S. patent or U.S. copyright. We will indemnify and hold You harmless against any Losses arising out of the foregoing Actions. The foregoing obligations will not apply to the extent such infringement is due to (i) any change or modification to the Services not made by or on behalf of ShipHero, (ii) Your or Your Users’ use of the Services in violation of this Agreement, or (iii) the combination of the Services with any materials not provided by ShipHero. In the event that the Services are, or in ShipHero’s opinion are likely to become, the subject of a claim of infringement as described above, ShipHero may, at its sole option and expense: (a) procure for You the right to continue using the Services as provided under this Agreement; (b) replace or modify the Services so that they become non-infringing while providing substantially equivalent functionality; or (c) if neither (a) nor (b) is commercially reasonable, terminate this Agreement upon written notice to You and refund to You any prepaid, unused fees for the remainder of the Subscription Term following the date of termination. THE FOREGOING SETS FORTH YOUR SOLE REMEDY, AND SHIPHERO’S SOLE LIABILITY, WITH RESPECT TO ANY CLAIM THAT THE SERVICES INFRINGE A THIRD PARTY’S INTELLECTUAL PROPERTY RIGHTS.
The party seeking indemnification under this Section will: (i) notify the indemnifying party in writing within thirty (30) days of our becoming aware of any such Action; (ii) give the indemnifying party sole control of the defense or settlement of such an Action; and (iii) provide the indemnifying party (at the indemnifying party’s expense) with any and all information and assistance reasonably requested by the indemnifying party to handle the defense or settlement of the Action. The indemnifying party shall not accept any settlement that (i) imposes an obligation on the indemnified party; (ii) requires the indemnified party to make an admission; or (iii) imposes liability not covered by these indemnifications or places restrictions on the indemnified party without the indemnified party’s prior written consent.
(a) Disclaimer of Warranties
SHIPHERO AND OUR AFFILIATES AND AGENTS MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, SECURITY OR ACCURACY OF THE SERVICES OR SHIPHERO CONTENT FOR ANY PURPOSE. APPLICATION PROGRAMMING INTERFACES (ALSO KNOWN AS “APIs”) MAY NOT BE AVAILABLE AT ALL TIMES. TO THE EXTENT PERMITTED BY LAW, THE SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTY OR CONDITION OF ANY KIND. WE DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND WITH REGARD TO THE SERVICES INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.
YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK. THE 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 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 SERVICES WILL BE ACCURATE OR RELIABLE.
AI FEATURES ADDITIONAL DISCLAIMERS AND LIMITATIONS. THE GENERATIVE AI FEATURES OF THE SERVICES (“AI FEATURES”) ARE NOT A SUBSTITUTE FOR THE KNOWLEDGE, EXPERTISE, SKILL, AND JUDGMENT OF CUSTOMER AND USERS. THE OUTPUT MAY CONTAIN ERRORS AND OMISSIONS, OR THE AI FEATURES MAY MISUNDERSTAND CONTENT OR INPUT AND MAY GENERATE INCORRECT RESULTS. CUSTOMER TAKES FULL RESPONSIBILITY FOR THE USE OF INFORMATION AND PREDICTIVE INSIGHTS PROVIDED BY THE AI FEATURES IN WAREHOUSE MANAGEMENT DECISIONS. CUSTOMER ACKNOWLEDGES THAT THE USE OF THE AI FEATURES IN NO WAY IS INTENDED TO REPLACE OR SUBSTITUTE FOR PROFESSIONAL JUDGMENT. THE AI FEATURES MAY SOMETIMES PROVIDE INACCURATE, UNTIMELY, INCORRECT, INCOMPLETE, OR INAPPROPRIATE OUTPUT. OUTPUT MAY BE SIMILAR TO OUTPUT GENERATED FOR OTHER USERS. SHIPHERO DOES NOT PROVIDE LEGAL, WAREHOUSE, OR OTHER PROFESSIONAL ADVICE THROUGH THE AI FEATURES. CUSTOMER SHALL, AND SHALL ADVISE ITS USERS TO, USE DISCRETION BEFORE ACTING OR RELYING ON, IMPLEMENTING, OR OTHERWISE USING OUTPUT. SHIPHERO IS NOT RESPONSIBLE FOR ANY ACTIONS TAKEN (OR NOT TAKEN) IN RELIANCE, IN WHOLE OR PART, ON THE OUTPUT OR FROM USE OF THE AI FEATURES.
(b) Limitation of Liability
YOU EXPRESSLY UNDERSTAND AND AGREE THAT SHIPHERO SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, OR 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 SERVICES OR IN CONNECTION WITH THE SERVICES OR THE AGREEMENT (HOWEVER ARISING AND WHATEVER THEORY OF LIABILITY, INCLUDING NEGLIGENCE). EXCEPT FOR YOUR LIABILITY FOR PAYMENT OF FEES, EITHER PARTY’S LIABILITY ARISING FROM ITS INDEMNITY OBLIGATIONS, AND YOUR LIABILITY FOR VIOLATION OF OUR INTELLECTUAL PROPERTY RIGHTS, IF, NOTWITHSTANDING THE OTHER TERMS OF THE AGREEMENT, EITHER PARTY IS DETERMINED TO HAVE ANY LIABILITY TO THE OTHER PARTY OR ANY THIRD PARTY, THE PARTIES AGREE THAT THE AGGREGATE LIABILITY OF A PARTY WILL BE LIMITED TO AN AMOUNT EQUAL TO THE TOTAL AMOUNTS ACTUALLY PAID FOR THE SERVICES IN THE TWO (2) MONTHS PERIOD PRECEDING THE EVENT GIVING RISE TO A CLAIM. FOR CLARIFICATION IF LIABILITY IS INCURRED DUE TO ISSUE ARISING OUT OF B2B AND/OR WHOLESALE MODULE INCLUDING BUT NOT LIMITED TO EDI AND OTHER WHOLESALE AND/OR EDI INTEGRATIONS THEN TOTAL LIABILITY WILL NOT EXCEED THE TWO (2) MONTH PERIOD OF EDI/INTEGRATION FEES ONLY PRECEDING THE EVENT GIVING RISE TO A CLAIM. MEANING SAAS SUBSCRIPTION FEES WILL NOT BE REFUNDED AND/OR CREDITED DUE TO AN EDI/INTEGRATION ISSUE.
(c) Third Party Services
WE DISCLAIM ALL LIABILITY WITH RESPECT TO THIRD PARTY SERVICES THAT YOU USE. OUR LICENSORS SHALL HAVE NO LIABILITY OF ANY KIND UNDER THE AGREEMENT. YOU UNDERSTAND THAT ANY THIRD PARTY SERVICES, PRODUCTS AND INTEGRATIONS, INCLUDING BUT NOT LIMITED TO THE MAKE.COM, ETSY, LOOP RETURNS AND OTHER LIKE APPLICATIONS, SHALL HAVE NO LIABILITY OF ANY KIND UNDER THE AGREEMENT. YOU UNDERSTAND AND AGREE THAT ABSENT YOUR AGREEMENT TO THIS LIMITATION OF LIABILITY, WE WOULD NOT PROVIDE THE SERVICES TO YOU.
Each Brand Client (as defined above) and each 3PL Customer (as defined above) who provides third party logistic services and engages directly with or causes any Brand Client to open a Brand Account (as defined below) shall also be subject to these Terms of Service, as applicable. Each 3PL Customer shall disclose these Terms of Service to their applicable Brand Clients and hereby represents to ShipHero that each Brand Client has received, acknowledged and consented to these Terms of Service. For the avoidance of confusion, the agreement to be bound by these Terms of Service shall not establish a contractual relationship between the Brand Client and ShipHero, and for the purposes of these Terms of Service each Brand Client shall be considered the customer of the 3PL Customer. ShipHero reserves the right in its sole and absolute discretion to limit, decrease, increase, restrict, edit or remove any Account created by or on behalf of any Brand Client (“Brand Account”). Notwithstanding anything to the contrary contained in these Terms of Service, the Account owner for all Brand Accounts shall be the Brand Clients applicable 3PL Customer designated representative. Brand Clients who request any Customer Data, Sensitive Information or Materials relating to their respective Brand Account should contact the Brand Client’s specific 3PL Customer. However, in the event the applicable 3PL Customer fails to respond or provide such information, documents or materials to the Brand Client within fourteen (14) days after receipt of the Brand Clients or ShipHero’s request, then the applicable 3PL Customer hereby agrees that ShipHero shall have the right but not the obligation to provide any Customer Data, Sensitive Information or Materials relating to the respective Services and/or Brand Account to the applicable Brand Client. In addition to the foregoing, in the event the applicable 3PL Customer fails to respond or provide such information, documents or materials to the Brand Client within thirty (30) days after receipt of the Brand Clients or ShipHero’s request as described in this section, then the applicable 3PL Customer hereby agrees that ShipHero shall have the right but not the obligation to assist the applicable Brand Client in finding and engaging a new 3PL Customer and ShipHero may provide any Customer Data, Sensitive Information or Materials relating to the respective Services and/or Brand Account to the applicable Brand Client and/or new 3PL Customer. In connection with ShipHero’s rights as described in this section, each 3PL Customer acknowledges and agrees that ShipHero shall have no liability in connection with or arising from any applicable Brand Client’s engagement of a new 3PL Customer and the disclosure of any Customer Data, Sensitive Information or Materials and other information relating to the applicable Brand Account to the applicable Brand Client and/or new 3PL Customer.
(a) Termination for Cause
Either party may terminate the Agreement for cause: (i) upon thirty (30) days’ notice to the other party of a material breach if such breach remains uncured at the expiration of such period, (ii) upon five days’ notice in the event Customer breaches its payment obligations and such breach remains uncured at the expiration of such period, or (iii) immediately, if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, liquidation or assignment for the benefit of creditors that is not dismissed within sixty (60) days of filing.
(b) Suspension for Prohibited Acts
We may suspend any Customer’s access to the Services for use of the Services in a way that violates applicable local, state, federal, or foreign laws or regulations or the terms of the Agreement or as necessary or appropriate to protect ShipHero and its affiliates, service providers, and/or other customers or their systems.
(c) Suspension for Non-Payment
We may suspend Your access to all or any part of the Services upon ten (10) days’ notice to You of non-payment of any Fees or amounts past due. If the Services are suspended for non-payment, We may charge a re-activation fee to reinstate the Services.
(d) Effect of Termination or Expiration
Upon termination or expiration of the Agreement, You will stop all use of the Services and ShipHero Content. Furthermore, ShipHero will cease providing You with the Services and You will no longer be able to access Your Account. If You terminate the Agreement for cause, We will promptly refund any prepaid but unused Fees covering use of the Services after termination. If We terminate the Agreement for cause, You will promptly pay all unpaid Fees due through the end of the Initial Subscription Term. Fees are otherwise non-refundable. Customer’s obligation to pay fees for or otherwise associated with the Services shall survive the termination or expiration of this Agreement. Sections 1, 9, 11, 13, 15(c), 17, 18, 20(d)-(e), 23-34 survive any termination or expiration of this Agreement.
(e) Retrieval of Customer Data
Provided that Customer has paid all Fees owed to ShipHero and Customer makes the request within thirty (30) days after termination or expiration of Your Services, ShipHero agrees to provide You with temporary access to the Services to retrieve, or We will provide You with copies of, all Customer Data and Materials then in ShipHero’s possession or control. ShipHero may withhold access to the Customer Data and Materials until You pay any Fees owed to us. Thirty (30) days after termination or expiration of Your Services, ShipHero will have no obligation to maintain or provide You the Customer Data or Materials and may, unless legally prohibited, delete all Customer Data and Materials in our systems or otherwise in our control.
As a ShipHero Customer, You expressly understand and agree that ShipHero reserves the right to limit Your usage and/or charge You additional fees if You leverage carriers, aggregators, transportation providers, and/or any other reseller of carrier/freight/transportation rates (“Resellers”). You expressly understand and agree that You will be charged a reseller fee (“Customer Reseller Fee”) when You create a label (“ship”) using any Resellers’ carrier account(s), rate cards and/or services in the event the applicable Reseller is: (i) not approved as an authorized Reseller by ShipHero, or (ii) not approved as an authorized integrated carrier or Reseller by ShipHero. You agree and will remit payment to ShipHero for any Customer Reseller Fees that are processed through the ShipHero platform and/or APIs/webhooks. The minimum Customer Reseller Fee that You agree to and will incur is $0.35 per label – Customer Reseller Fees can be greater depending on the carrier. For clarity, if You, a ShipHero Customer, use any Reseller rates, You then agree to remit payment to ShipHero a minimum of $0.35 per label. ShipHero will produce a monthly invoice and charge Your payment method on file. Customer Reseller Fees do not apply to ShipHero approved Resellers.
Separate from the Services described herein, ShipHero also offers to certain qualifying Customers ShipHero’s specialized software applications which are collectively referred to herein as the “Forward Deployment Services”. Certain Customers selected by ShipHero in its sole and absolute discretion shall enter into a separate written agreement (the “Forward Deployment Services Agreement”) which shall set forth the specific applicable Forward Deployment Services and the terms, definitions, conditions and restrictions in connection with the Forward Deployment Services and the Customer’s use thereof. Notwithstanding any other terms set forth herein or in the Forward Deployment Services Agreement, in the event ShipHero is determined to have any liability to the applicable client or any third-party, the applicable client and ShipHero agree that the aggregate liability of ShipHero will be limited to an amount equal to the total amounts actually paid for the Forward Deployment Services during the specific “Billing Period” (as defined in the applicable Forward Deployment Agreement), preceding the event giving rise to a claim. Each applicable Customer must acknowledge and agree prior to using the Forward Deployment Services that certain terms, conditions and restrictions set forth in these Terms of Service ( i.e. Customer Data, privacy, confidentiality, support and intellectual property ) do not apply to the Forward Deployment Services and the Forward Deployment Services Agreement, except that the Forward Deployment Services shall be governed by the ShipHero Global Data Processing Agreement to the extent they involve the Processing of Personal Data. For the avoidance of confusion, the Customer Data, as defined in the applicable Forward Deployment Services Agreement for Forward Deployment Services and any related client information shall be used, displayed, sent, transmitted, disclosed by ShipHero in its sole and absolute discretion and shall be stored, maintained, hosted and controlled by ShipHero, its affiliates or any applicable third parties (including but not limited to Vercel and Supabase) in ShipHero’s sole and absolute discretion. As set forth in the Forward Deployment Services, the Customer must acknowledge and agree that the applicable Forward Deployment Services are not compliant with Service Organization Control 2 (“SOC-2”) and that Shiphero’s general security of Customer Data differs from the technical and security framework set forth by SOC-2. In the event of a conflict between these Terms of Service and the applicable Forward Deployment Service Agreement for Forward Deployment Services, the applicable Forward Deployment Service Agreement for Forward Deployment Services shall control.
The parties agree that the Agreement cannot be altered, amended or modified except via a written document identifying itself as an amendment to the Agreement and signed by both parties or as otherwise provided herein. No delay in exercising any right or remedy or failure to object will be a waiver of such right or remedy or any other right or remedy. A waiver on one occasion will not be a waiver of any right or remedy on any future occasion.
The Agreement is governed by the laws of the State of New York, U.S.A. without reference to conflicts of law principles. Both parties consent to the exclusive jurisdiction and venue of courts in New York, NY, U.S.A. for all disputes arising out of or relating to the use of the Services or the Agreement. If You are located outside of the territory of the United States, the parties agree that the United Nations Convention on Contracts for the International Sale of Goods shall not govern the Agreement or the rights and obligations of the parties under the Agreement.
Except for Your payment obligations, neither You or ShipHero will be responsible for failure or delay of performance if caused by an act of war, hostility, or sabotage; act of God; electrical, internet, or telecommunication outage that is not caused by the obligated party; government restrictions; or other event outside the reasonable control of the obligated party, whether or not similar to those listed in this section (each a “Force Majeure Event”). Each party to the Agreement will use reasonable efforts to mitigate the effect of a Force Majeure Event. If a Force Majeure Event lasts more than 30 days, ShipHero may terminate this Agreement upon written notice.
Except for actions for nonpayment or breach of Customer’s or ShipHero’s proprietary rights or Your indemnity obligations, no action, regardless of form, arising out of or relating to the Agreement may be brought by either party more than one (1) year after the cause of action has accrued.
You and ShipHero agree that no joint venture, partnership, employment, or agency relationship exists between us.
We will comply with all U.S. state and federal laws in our provision of the Services and our processing of Customer Data, Sensitive Information, Materials and personal data. ShipHero reserves the right at all times to disclose any Confidential Information or Sensitive Information as necessary to satisfy any law, regulation, legal process or governmental request. You will comply with all laws in Your use of the Services, including any applicable export laws. You will comply with the sanction’s programs administered by the Office of Foreign Assets Control of the US Department of the Treasury. You will not directly or indirectly export, re-export, or transfer the Services to prohibited countries or individuals or permit use of the Services by prohibited countries or individuals, as determined by ShipHero.
If any part of the Terms of Service or Agreement is determined to be invalid or unenforceable by applicable law, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision, and the remainder of the Agreement will continue in effect.
Notices to ShipHero will be sent to the contact address set forth herein and will be deemed delivered as of the date of actual receipt.
To ShipHero Technology, LLC, PO BOX 307, Garnerville NY 10923, U.S.A., Attention: General Counsel.
Notices to Customer will be sent to the contact address set forth on the Customer’s Account or in the applicable SaaS Subscription Agreement and will be deemed delivered as of the date of actual receipt.
ShipHero may give electronic notices by general notice via the Services and may give electronic notices specific to You by email to Your e-mail address(es) on record in our Account information for You or through the notifications center of the Services. We may give notice to You by telephone calls to the telephone numbers on record in our Account information for You.
The Agreement (including each Order Form as applicable) is the entire agreement between You and ShipHero and supersedes all other proposals and agreements, whether electronic, oral or written, between You and ShipHero, except as provided herein. We object to and reject any additional or different terms proposed by You, including those contained in Your Order Form, acceptance or website. ShipHero’s obligations are not contingent on the delivery of any future functionality or features of the Services or dependent on any oral or written public comments made by us regarding future functionality or features of the Services.
You may not assign or transfer your rights under the Agreement without our prior written consent, which will not be unreasonably withheld, except any assignment or transfer by reason of merger, reorganization, sale of all or substantially all of its assets, change of control or operation of law. We may assign the Agreement to any affiliate or in the event of merger, reorganization, sale of all or substantially all of our assets, change of control or operation of law. Any assignment or transfer in violation of this Section will be null and void ab initio.
Nothing in the Terms of Service, express or implied, is intended to or shall confer upon any third party person or entity any right, benefit or remedy of any nature whatsoever under or by reason of the Terms of Service.
In the event of a conflict between the terms of the Terms of Service and the SaaS Subscription Agreement, the Terms of Service shall control.
As part of ShipHero’s commitment to security, privacy, and data protection, We have provided Complimentary User Entity Controls (“CUEC”) that are part of our security framework.
CUECs are the user entity controls that ShipHero provides for You to have in place with Your customers so that You and Your customers can adequately and securely use the Services.
As part of our CUEC security control, ShipHero enables multifactor authentication (“MFA”) by default on all Accounts and highly recommends mandatory MFA for all Users who access the Services, including employees, contractors, vendors of Your customers.
Any failure to implement prescribed CUECs properly results in gaps that counteract ShipHero’s internal controls and may cause compliance nonconformities that increase cyber risk exposure to our systems.
Should a security incident or breach occur that We determine was caused by non-conformance with implementing any of the CUECs, ShipHero has the right to charge the Customer for engineering service fees to investigate and resolve the issue.
The CUECs subsequently presented should not be regarded as a comprehensive list of all controls that User entities should employ. User entities of ShipHero’s system should maintain controls for:
The relationship between the parties under this Agreement is that of independent contractors. Nothing in this Agreement shall be construed to create a partnership, joint venture, agency, fiduciary, or employment relationship between the parties. Neither party has the authority to bind or obligate the other in any manner whatsoever, and neither party shall represent to any third party that it has such authority. Each party is solely responsible for the supervision, direction, and control of its employees and agents, and for the payment of all compensation, benefits, and taxes relating thereto.
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