Effective Date: April 1, 2013
SHIPOFF.COM MAY, AND RESERVES THE RIGHT TO, FROM TIME TO TIME, MODIFY, LIMIT, CHANGE, DISCONTINUE, OR REPLACE THE WEBSITE. EVEN AFTER YOU AGREE, IT IS YOUR RESPONSIBILITY TO REVIEW THIS AGREEMENT ON A REGULAR BASIS TO KEEP YOURSELF INFORMED OF ANY MODIFICATIONS. IN THE EVENT SHIPOFF.COM MODIFIES, LIMITS, CHANGES, OR REPLACES THE WEBSITE, YOUR USE OF THE WEBSITE AFTER SAID MODIFICATION, LIMITATION, CHANGE, OR REPLACEMENT CONSTITUTES YOUR MANIFESTATION OF ASSENT TO THE MODIFICATION, LIMITATION, CHANGE, OR REPLACEMENT.
1. Website Offering Shipping Assistance
ShipOff.com provides holders of a registered account the Website in order to assist in the selection and use of a shipping provider (“Shipping Provider”) and shipment management. You understand and acknowledge that ShipOff.com is not a shipping provider and does not provide carrier services, does not handle any of the items shipped, is not responsible for any shipping or carrier services or products. You further understand and acknowledge that ShipOff.com is not an insurance provider.
ShipOff.com may also make available its Website via mobile applications and you agree to the terms of this Agreement for any such use.
2. ShipOff.com API and Software
ShipOff.com may make available its own Application Program Interface (API). Any use of ShipOff.com’s API, including use of the API via a third-party product that accesses ShipOff.com’s Website, agrees to the terms of this Agreement, along with any additional terms provided with ShipOff.com’s API (in the event of a conflict between such terms, the agreement accompanying the API controls). ShipOff.com may, within its sole and absolute discretion, modify or discontinue, temporarily or permanently, access to the API, or a portion thereof, with or without notice.
ShipOff.com may make available for download and use certain software, which is owned by or used with permission or license by ShipOff.com. Your use of any such software is governed by the terms of this Agreement, along with any additional terms provided with such software (in the event of a conflict between such terms, the software agreement accompanying the software controls). ShipOff.com grants you a limited, terminable, personal and nontransferable license to use any such software for accessing and using Website in accordance with the terms of this Agreement.
3. Warranties and Representations
You warrant and agree that you have the right and legal capacity to enter into this Agreement and to adhere to its terms and conditions. In order to register an account, you warrant that you are not prohibited from assenting to this Agreement by any preexisting agreement.
You warrant, understand, and agree that:
a. you own the item to be shipped or have the authority to ship it, including any necessary licenses or consent;
b. any and all information you provide to ShipOff.com or Shipping Provider through ShipOff.com is complete, truthful, accurate and current, including, without limitation, item size dimensions and weight, customs declarations, declared-value information, and other requested or required information pertaining to the item;
c. the shipping of your item does not violate any laws or regulations;
d. your item and/or package in which it is shipped does not contain any material restricted by the Shipping Provider or law or regulation, including the International Air Transport Association or International Civil Aviation Organization and in no event shall contain any weapons, ammunition, explosives, living or infectious biological matter, human remains, pornography, illegal drugs, currency, precious metals or stones, dangerous goods, and/or hazardous goods;
e. you are responsible for any loss or damage to your item and/or package.
You agree that your use of Website is for your own personal purposes or for that of your business, as defined by the registered account type. You may not use the Website on behalf of any third party without their express authorization.
ShipOff.com is a service provider and makes no representations as to the safety, effectiveness, adequacy, accuracy, availability, prices, ratings, reviews, or legality of the information contained on Website, including specifically as it relates to information provided directly by Shipping Providers. SHIPOFF.COM MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND AS TO THE ACTIONS OF SHIPPING PROVIDERS. YOU AGREE TO HOLD SHIPOFF.COM HARMLESS FOR ANY ACTIONS OF SHIPPING PROVIDERS.
ShipOff.com does not warrant or guarantee that compliance with this Agreement will be sufficient to comply with your obligations hereunder, under applicable law or with third party rights. Given the global nature of the Internet, you agree to comply with all laws and rules where you reside or where you use Website. Website is operated in the United States and ShipOff.com makes no representation that its Website or services are appropriate, lawful, or available for use in other locations. ShipOff.com does not offer Website where prohibited by law.
You acknowledge and agree that the above and following warnings and disclaimers shall apply to all such information, instruction, products and services displayed on and/or offered through the Website.
ShipOff.com may make available insurance, through a third party insurance provide (“Insurance Provider”), for your shipped item above and beyond the standard amount of insurance offered by Shipping Provider. It is your sole responsibility to acquire whatever insurance you desire, whether provided by Insurance Provider or otherwise. In no event shall ShipOff.com be liable for any damage or other loss as a result of insufficient insurance.
Any claim submitted via Website must identify and describe the damaged item (with photograph), include an invoice showing the value of the shipped item, identify your tracking number, and provide your name and contact information. You agree to provide any and all other information requested or required by Insurance Provider to process any such claim.
ShipOff.com is not responsible for an Insurance Provider’s decision as it relates to any claim.
5. Shipping Provider Delivery
You understand, acknowledge and agree that Shipping Provider has the right to and may open, inspect and assess your item and package before and after shipment. Shipping Provider’s terms may require, among other things, adjustments to size and weight of item limitations and fees and restrict certain items.
ShipOff.com is not responsible for the route or other choices of Shipping Provider.
6. Account Registration
In order to ship any item, you must register an account (“Account”) and acquire a username and password. An Account may be one of two types: (1) Personal Account or (2) Business Account. A Personal Account is to be used by an individual only. A Business Account may be used by an organization. A Business Account can be configured to add multiple users, with varying security and other Account settings and limitations. In the event a Business Account is switched to a Personal Account, all additional users will be deleted within seven (7) days.
You may only use your Member Account, and you are expressly prohibited from providing additional parties with access your Member Account or creating multiple Member Accounts, whether for free trial purposes or otherwise. You agree that, in registering a Member Account, you will provide ShipOff.com with accurate, complete, relevant, and current information, and maintain the same so long as you are a member. You are solely responsible for maintaining the security and confidentiality of your username and password and for any access to your Member Account, whether authorized or unauthorized. In the event your Member account is accessed without your authorization, you agree to immediately provide notice to ShipOff.com. By creating a Member Account, you agree that ShipOff.com, and ShipOff.com’s designees and agents, may contact you by any available means, including, but not limited to, by email.
Account owners shall not pay a fee for registration. However, in order to ship any item, you must provide a valid method of payment, such as a credit card or other payment account. ShipOff.com utilizes reasonable efforts to maintain the security of the payment information. You recognize that a third party, namely Authorize.net, authorized payment provider stores and maintains payment information on ShipOff.com’s behalf.
You authorize ShipOff.com to charge your method of payment any amounts due under this Agreement. For example, if you incorrectly describe the dimensions and/or weight of your item and/or package, ShipOff.com may charge you the additional amount incurred for shipping, additional fees charged by any third party to complete the shipment, as well as an administration fee of $10.00.
You agree to pay all fees and charges on time, and ShipOff.com may terminate or disable your access to the Website or your Account if you fail to pay any amount owing to ShipOff.com when due. You agree that you will pay all costs of collection, including legal fees, incurred by ShipOff.com. You agree that you will not initiate any chargebacks to ShipOff.com unless otherwise authorized by ShipOff.com in writing. You understand and agree that you will be responsible and required to pay for any costs associated with any chargebacks that you have initiated against ShipOff.com.
You agree to pay all applicable taxes, duties, storage charges, penalties or charges imposed by any governmental entity anywhere in the world in connection with your use of the Website. All costs and fees are quoted and payable in United States Dollars. Unless stated otherwise, ShipOff.com’s fees exclude import and export duties, customs excise and levies, clearance and storage charges and related fees. In the event any additional payments are due, you agree that you may be billed directly by a third party, including Shipping Provider, Insurance Provider, and/or a governmental entity.
ShipOff.com shall not issue any refunds. In the event you dispute the amount or validity of any payments made under this Agreement, you must notify ShipOff.com, in writing, within ten (10) days of any such dispute. You understand that your failure to notify ShipOff.com of any dispute within ten (10) days will constitute your express waiver of any claims related to the disputed payment.
8. Prohibited Uses of Website
You agree that you will not use the Website, or its products and services, to violate any law, statute, ordinance, regulation, or treaty,, whether local, state, provincial, national, or international, to violate the rights of third parties, or for a use outside of the customary and intended purposes of the Website.
Specifically, you are prohibited from, without limitation:
1. Posting or transmitting content or shipping any items that violates any term or condition of this Agreement;
2. Transmitting unsolicited commercial email messages, or spam, through the Website or to users of the Website;
3. Suggesting an affiliation with or endorsement by ShipOff.com, Shipping Provider, Insurance Provider or any other third party;
4. Providing material that exploits people under the age of 18 in a sexual or violent way or otherwise attempting to solicit information from anyone under the age of 18;
5. Promoting an illegal or unauthorized copy of another person’s copyright protected work, in whatever form, including providing pirated computer programs or software or links to them, or providing information to circumvent copyright protected notices or devices;
6. Imposing a disproportionate load on the Website or its server infrastructure or otherwise attempting to interfere with the operation of the Website;
7. Circumventing ShipOff.com’s technological or security protection mechanisms;
8. Using a script, robot, spider, scraper, or other automated technology to access the Website;
9. Attempting to gain access to the private data or personal information of a user of the Website or a third party;
10. Posting or transmitting content intended to collect personal or personally identifiable information from users of the Website or third parties;
11. Harassing and/or stalking a third party through your use of the Website;
12. Impersonating another or creating multiple alias accounts;
13. Shipping any item that incites any illegal activity;
14. Shipping any item that constitutes fraud, an unwanted commercial solicitation, a phishing scam, a pyramid scheme, or a chain letter;
15. Shipping any item that enables bodily harm or the destruction of property;
16. Shipping any item that infringes upon the intellectual property rights or other personal or proprietary rights of other users of the Website or third parties; or
17. Posting or transmitting content that is inaccurate, false, misleading, offensive, derogatory, obscene, profane, sexually oriented, racially offensive, or otherwise harmful.
Your violation of any term or condition of this section or any term of this Agreement may result in the immediate termination of your Member Account and the disabling of your access to the Website.
7. Ownership of Website Content
You understand and agree that ShipOff.com is the owner, or licensee, of all rights in and to the Website and its associated content, API, and any software including but not limited to all intellectual property and any other property or proprietary rights. The Website is protected by all applicable laws, intellectual property or otherwise, and you are expressly prohibited from using the Website for any purposes not explicitly stated in this Agreement. Specifically, and except where otherwise allowed under this Agreement, you are prohibited from framing, scraping, aggregating, hacking, reverse engineering, crawling, reproducing, preparing derivative works of, distributing, performing publicly, or displaying publicly the Website, whether in whole or in part, without the prior written consent of ShipOff.com. The foregoing prohibition on crawling and aggregation will not apply to search engines or non-commercial and publicly available archives that appropriately comply with the robots.txt file.
ShipOff.com hereby grants you a limited, non-exclusive, non-sublicensable, non-assignable, and revocable license to use the Website for its customary and intended purposes. Use of the Website for a use outside of its customary and intended purposes or in violation of the terms of this Agreement will result in the termination of this license. This license is revocable at any time, and any rights not expressly granted herein are reserved to ShipOff.com.
ShipOff.com is the owner of all trademark, trade name, and/or service mark rights, whether registered or under common law, of all its marks, including, without limitation, SHIPOFF.COM. All other marks are the property of their respective owners.
8. Use of Information Relating to Item to be Shipped
By submitting information to the Website, including the item to be shipped, you grant ShipOff.com a non-exclusive, irrevocable, royalty free, worldwide, and perpetual license to use your information for the customary and intended purposes of the Website and any advertising thereof. These purposes may include, but are not limited to, providing you or third parties with the Website or its associated services and archiving or making backups of the Website. By submitting information to the Website, you further agree to waive all rights of publicity or privacy with respect to the information submitted. You agree to execute any and all documents requested by ShipOff.com and shall cooperate in any endeavor ShipOff.com makes to obtain the necessary rights to display your information.
This provision shall survive any termination of this Agreement for the maximum period permitted under applicable law.
9. Third Party Links and Advertisers Promotions
You understand that the Website may contain links to third party websites, applications, or services that ShipOff.com does not own or control. You agree that ShipOff.com will not be held responsible or liable for the content of third party websites, applications, or services as well as advertiser’s advertisements and that ShipOff.com’s inclusion of those websites, applications, or services as well as advertiser’s advertisements within its Website does not constitute ShipOff.com’s endorsement of, recommendation of, or affiliation with any of those websites, applications, or services and/or advertisers, Shipping Providers, Insurance Providers, or other third parties.
10. Section 230 of Communications Decency Act
You acknowledge and agree that ShipOff.com is an interactive computer service provider under Section 230 of the Communications Decency Act. Though ShipOff.com may edit, remove, or control the content displayed through the Website, you agree that ShipOff.com will not be considered an information content provider and will not be held liable for the republication of defamatory or tortious content created by third parties, whether through the Website or otherwise. ShipOff.com may, within its sole and absolute discretion, remove any User Generated Content, for any reason and for no reason at all.
12. Copyright Policy
All rights not expressly granted herein are reserved to ShipOff.com.
13. Disclaimer of Warranties
SHIPOFF.COM DISCLAIMS ANY RESPONSIBILITY FOR ANY HARM OR LIAIBLITY ARISING OUT OF OR RELATED TO YOUR USE OF THE WEBSITE, API OR ANY GOODS OR SERVICES LINKED TO OR THROUGH THE WEBSITE. SHIPOFF.COM PROVIDES THE WEBSITE ON AN AS-IS BASIS AND WITH NO WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ACCURACY, NON-INFRINGEMENT, OR QUALITY. SHIPOFF.COM DOES NOT WARRANT THAT THE WEBSITE IS FREE FROM ERRORS, OMISSIONS, TECHNICAL INACCURANCIES, PROGRAMMING BUGS, VIRUSES, HARMFUL CONTENT OR COMPONENTS, OR INTERFERENCE OR THAT IT WILL OPERATE WITHOUT INTERRUPTION. SOME JURISDICTIONS DO NOT ALLOW AN EXCLUSION OF IMPLIED WARRANTIES. IF YOU ARE LOCATED IN SUCH A JURISDICTION, THIS EXCLUSION MAY NOT APPLY.
SHIPOFF.COM WILL NOT BE HELD RESPONSIBLE OR LIABLE FOR ANY THIRD PARTY CONTENT POSTED ON THE WEBSITE, ANY THIRD PARTY LINKS POSTED ON THE WEBSITE, OR ANY CONTENT TRANSMITTED THROUGH THE WEBSITE. SHIPOFF.COM DOES NOT ASSUME RESPONSIBILITY FOR ANY ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DESTRUCTION OF IDENTITY, UNAUTHORIZED ACCESS, OR ALTERATION OF OR TO THE WEBSITE. SHIPOFF.COM RESERVES THE RIGHT TO DISCONTINUE THE WEBSITE AND/OR API AT ANY TIME.
SHIPOFF.COM IS NOT RESPONSIBLE FOR THE REPRESENTATION OR CONDUCT, WHETHER ONLINE OR OFFLINE, OF ANY SHIPPING PROVIDER OR INSURANCE PROVIDER OR OTHER THIRD PARTY.
14. Limitation of Liability
YOU ACKNOWLEDGE AND AGREE THAT SHIPOFF.COM WILL NOT BE LIABLE TO YOU UNDER ANY LEGAL THEORY FOR DAMAGES, CLAIMS, INJURIES, JUDGMENTS, OR LIABILITIES ARISING OUT OF OR RELATED TO YOUR USE OR MISUSE OF THE WEBSITE, API OR GOODS OR SERVICES LINKED TO THROUGH THE WEBSITE, INCLUDING BUT NOT LIMITED TO PERSONAL INJURY, LOSS OF BUSINESS, LOSS OF INCOME, SPECIAL DAMAGES, INCIDENTAL DAMAGES, CONSEQUENTIAL DAMAGES, PUNATIVE DAMAGES, OR EXEMPLARY DAMAGES. YOU UNDERSTAND AND AGREE THAT THE MAXIMUM AMOUNT THAT SHIPOFF.COM CAN BE HELD LIABLE TO YOU UNDER ANY CIRCUMSTANCES IS THE AMOUNT THAT YOU PAID FOR ANY SERVICE PROVIDED THROUGH THE WEBSITE. IF NO AMOUNT IS PAID BY YOU TO SHIPOFF.COM FOR THE WEBSITE AND/OR MEMBER ACCOUNT, YOU AGREE THAT YOU WILL BE LIMITED TO INJUNCTIVE RELIEF ONLY UNLESS OTHERWISE PERMITTED BY LAW.
Notwithstanding the above, ShipOff.com shall not be liable to you for loss or damage arising out of circumstances beyond its control, including Acts of God (such as earthquakes, tornadoes, storm, flood, and fire), accidents (such as plane, boat, or vehicle crashes), and similar events. Furthermore, in no event shall ShipOff.com be liable, and you forever release the same, for any of the following:
a. errors or omissions on the Website and/or API;
b. loss of connectivity to your shopping cart, store, or other required information in order to complete the shipment;
c. loss or damage to item and/or package;
d. delays to, interruptions of or cessation of the Website and/or API;
e. delay in the collection or delivery of any item and/or package;
f. any consequential loss, irrespective of whether ShipOff.com was put on notice of the same;
g. items or packages in violation of the terms of this Agreement; or
h. items in excess of 70kg or 270cm, more than $50,000.00, jewelry worth more than $500.00, coins, currency, postage stamps, negotiable instruments, money orders, live animals, perishable items and related items.
You agree to hold harmless, indemnify, and defend ShipOff.com, its officers, employees, agents, successors, and assigns, from any and all claims, demands, losses, damages, rights, and actions of any kind, including without limitation property damage, infringement, personal injury, and death, that either directly or indirectly arises out of or is related to your use of the Website and/or API, your violation of any term or condition of this Agreement, your violation of any applicable law, statute, ordinance, regulation, or treaty, whether local, state, national, or international, or your violation of the rights of a third party. Your obligation to defend ShipOff.com under the terms of this Agreement will not provide you with the right to control ShipOff.com’s defense, and ShipOff.com reserves the right to control its defense regardless of your contractual requirement to defend ShipOff.com.
In addition to the foregoing, your agreement to indemnify ShipOff.com includes, but is not limited to, any and all claims, demands, losses, damages, rights, and actions arising out of or any way related to the following:
a. taxes, import and export duties, customs excise and levies, clearance and storage charges and similar amounts incurred in relation to your shipment;
b. costs of any changes to your shipment and/or delivery requested by you or by any legal or other shipping authority, including those incurred by ShipOff.com and Shipping Provider;
c. additional fees payable to ShipOff.com or Shipping Provider related to your shipment, including, without limitation:
i. incorrect description of item and/or package, including larger or heavier size;
ii. incorrect or incomplete shipment documentation;
iii. lack of authorization for any shipment;
iv. shipment returns;
v. additional services incurred in order to effect delivery of the item, such as, and by way of example only, customs clearance, assistance with preparing or amending paperwork
17. Resolution of Disputes
This Agreement will be interpreted under and governed by the laws of the State of California without giving effect to any conflicts of laws principles. You agree that any claim or dispute that you may have against ShipOff.com will be exclusively resolved through arbitration.
YOU AND SHIPOFF.COM AGREE THAT ARBITRATION WILL BE THE EXCLUSIVE FORUM AND REMEDY AT LAW FOR ANY DISPUTES ARISING OUT OF OR RELATING TO THIS AGREEMENT OR YOUR USE OF THE WEBSITE, INCLUDING ANY DISPUTES CONCERNING THE VALIDITY, INTERPRETATION, VIOLATION, BREACH, OR TERMINATION OF THIS AGREEMENT. ARBITRATION UNDER THIS AGREEMENT WILL BE HELD IN CALIFORNIA AND IN ACCORDANCE WITH THE MOST RECENTLY EFFECTIVE COMMERCIAL ARBITRATION RULES OF THE AMERICAN ARBITRATION ASSOCIATION. THE ARBITRATION PROCEEDING WILL BE DECIDED BY A SINGLE ARBITRATOR AND THE ARBITRATOR WILL DECIDE THE ARBITRATION PROCEEDING BY APPLYING THE LAWS AND LEGAL PRINCIPLES OF THE STATE OF CALIFORNIA AND THE FEDERAL LAWS OF THE UNITED STATES. THE LOSING PARTY WILL BE REQUIRED TO PAY THE PREVAILING PARTY’S REASONABLE ATTORNEYS’ FEES. YOU AND SHIPOFF.COM AGREE THAT BOTH PARTIES WILL BE REQUIRED TO BE PRESENT WITHIN THE STATE OF CALIFORNIA IN ORDER TO PERFORM THEIR OBLIGATIONS UNDER THIS AGREEMENT. YOU AND SHIPOFF.COM AGREE TO SUBMIT TO THE PERSONAL JURISDICTION OF ANY SUCH ARBITRATOR OR ARBITRATION PROCEEDING.
18. COPPA Compliance
The Website is not directed to persons under the age of eighteen (18) and ShipOff.com will not knowingly collect personally identifiable information from children under the age of eighteen (18). If ShipOff.com inadvertently collects personally identifiable information, ShipOff.com will delete the personally identifiable information in accordance with its security protocols, upon notice.
19. Miscellaneous Provisions
A finding that any term or provision of this Agreement is invalid or unenforceable will not affect the validity or enforceability of this Agreement. Any term or provision of this Agreement that is found to be invalid or unenforceable will be reformed to the extent necessary to make it valid and enforceable.
You understand and agree that no term or provision of this Agreement will be deemed to have been waived and no breach will be deemed to have been consented to unless said waiver or consent is in writing and signed by the party to be charged.
SHIPOFF.COM AND YOU BOTH AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE WEBSITE AND/OR API MUST COMMENCE WITHIN ONE YEAR AFTER THE CAUSE OF ACTION ACCRUES. FAILURE TO ASSERT SAID CAUSE OF ACTION WITHIN ONE YEAR WILL PERMANENTLY BAR ANY AND ALL RELIEF.
YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AGAINST SHIPOFF.COM ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING AND YOU WILL ONLY BE PERMITTED TO SEEK RELIEF (INCLUDING MONTEARY, INJUNCTIVE, AND DECLARATORY RELIEF) ON AN INDIVIDUAL BASIS.
Any notice required under this Agreement must be made in writing, with a copy via email, to ShipOff.com, Inc., 501 W Glenoaks Blvd STE 805, Glendale CA 91202, firstname.lastname@example.org.
This Agreement is enforced by the Internet lawyers of Traverse Legal, PLC