Client End User License Agreement
Last Updated: February 13, 2019
BEFORE YOU ACCESS AND/OR USE THE SHIPMINT APPLICATION, CAREFULLY READ ALL THE FOLLOWING TERMS AND CONDITIONS. BY USING THE SHIPMINT APPLICATION, YOU AGREE TO BE BOUND BY, AND TO BECOME A PARTY TO, THIS AGREEMENT. YOU ALSO ACKNOWLEDGE THAT THIS AGREEMENT IS BETWEEN YOU AND SHIPMINT, INC.
After reviewing this Agreement, please indicate your acceptance by providing information regarding yourself, checking the box and clicking the “I Agree” button.
This End User License Agreement (the “Agreement”) is a legal agreement between You (as defined below) and Shipmint, Inc., a North Carolina corporation with a principal business address at 310 S Harrington St, Raleigh, NC 27601 (“Shipmint”) relating to and governing Your access to and use of the Shipmint website and application (collectively, together with all related documentation, the “Application”) and the services contained therein (the “Services”). For purposes of this Agreement, “You” and “Your” shall mean either the individual person or the legal entity that is accessing and/or using the Application.
Shipmint may at any time, at its sole discretion, update and revise this Agreement by posting an amended Agreement to the Shipmint website. Any changes to this Agreement will be effective immediately upon posting. Please check this page periodically for changes to the Agreement. You will be able to determine if this Agreement has been changed since Your previous visit by viewing the "Last Updated" information that appears at the top of this Agreement. Use of the Application by You following the posting of any changes constitutes Your acceptance of those changes.
The Application is provided to You for use pursuant to a Master Services Agreement (the “Access License”) between Shipmint and a third party for whom You work or with whom You have an employment or contractor arrangement (the “Access Provider”). You acknowledge that the Services will only be available to You pursuant to the Access License and that the Application will not function unless You have valid login credentials provided to You by the Access Provider. Conditioned upon, and subject to, Your compliance with the terms and conditions of this Agreement, Shipmint hereby grants to You a non-exclusive, non-transferable, limited right and license to access and use the Application solely in conjunction with Your affiliation with the Access Provider, solely for the purposes articulated in the Access License, including participation in Shipment’s small package shipping program, and for the term provided in the Access License. This license will be automatically revoked, without any requirement of notice by Shipmint to You, immediately upon termination of the Access License or as otherwise permitted in the Access License. Access to and use of the Application and Services is subject to Your continued affiliation with, and any agreement between You and, the Access Provider, and compliance by the Access Provider with the Access License.
You acknowledge that You will need login credentials in order to use the Application and Services. Such log-in credentials will be provided by Shipmint to the Access Provider once an Access License has been executed. The Access Provider will be responsible for providing such log-in credentials to You (“Your Access Credentials”). By accessing the Application and Services, You represent that the Access Provider has authorized You to access and use the Application and Services by providing Your Access Credentials to You. You are solely responsible for keeping Your Access Credentials confidential and for all activity on the Application occurring under Your Access Credentials, and You should use at least the same standards of care You use for other systems that access similar information as that accessible via the Application and Services. You agree to logout of and close the Application at the end of each use, and You will immediately notify the Access Provider and Shipmint of any actual or suspected unauthorized use of Your Access Credentials. By creating a Shipmint account, you also you also request and authorize Shipmint to use your personal information to communicate with you and will be asked to consent to receive electronic communications from Shipmint (e.g., via email or by posting notices to the Application). These communications may include notices about your account (e.g., payment authorizations, password changes and other transactional information) and are part of your relationship with us. You agree that any notices, agreements, disclosures or other communications that we send to you electronically will satisfy any legal communication requirements, including, but not limited to, that such communications be in writing. You should maintain copies of electronic communications from us by printing a paper copy or saving an electronic copy. We may also send you promotional communications via email, including, but not limited to, newsletters, special offers, surveys and other news and information we think will be of interest to you. You may opt out of receiving these promotional emails at any time by following the unsubscribe instructions provided therein. Shipmint will not be liable for any loss or damage arising from Your failure to comply with this paragraph.
You agree that You shall not access or use the Application or Services in any unlawful manner, for any unlawful purpose or in violation of any applicable laws, rules and regulations. You further agree that You will access and use the Application and Services solely for the purposes set forth in the Access License and in accordance with Access Provider’s guidance, all applicable laws, rules and regulations and consistent with this Agreement. Shipmint shall have the right, in its reasonable discretion, to suspend immediately the Application and Services or access to the Application and Services if Shipmint determines that such action is necessary to prevent a security or confidentiality breach, or to prevent damage or misuse of the Application or Services. Without limiting the foregoing, You shall not use the Application or Services to take any of the following actions:
- Defame, abuse, harass, stalk, threaten, or otherwise violate the legal rights of others;
- Transmit, publish, post, upload, e-mail, distribute, or disseminate (collectively, “Transmit”) any inappropriate, profane, defamatory, misleading, infringing, obscene, indecent, or unlawful content;
- Transmit files that contain viruses, corrupted files, or any other similar software or programs that may damage or adversely affect the operation of another person’s computer, mobile device, any software or hardware, the App, other systems of Shipmint, or telecommunications equipment;
- Transmit surveys, contests, pyramid schemes, spam, unsolicited advertising or promotional materials, chain letters or other unsolicited messages;
- Upload or download any file that You know or reasonably should know is not normally legally obtained in such manner;
- Falsify or delete any author attributions, legal or other proper notices or proprietary designations or labels of the origin or the source of the Application or Services;
- Interfere with or disrupt the Application, Services or Shipmint’ servers or networks;
- Probe, scan or test the vulnerability of the Application or Services or circumvent any security mechanism used by the Application or Services;
- Impersonate any person or entity, including, but not limited to, any employee, agent, or vendor of Shipmint, or falsely state or otherwise misrepresent affiliation with a person or entity;
- Forge or manipulate identifiers or other data in order to disguise the origin of any content transmitted through the Services or to manipulate Your presence on the Application;
- Take any action that imposes an unreasonably or disproportionately large load on Shipmint’ infrastructure;
- Engage in any illegal activities; or
- Collect, store or Transmit personal information about individuals except at authorized by the Access License and the Access Provider’s guidance or as permitted by applicable laws.
You will not permit any other individuals to use Your Access Credentials or access or use the Application or Services through Your Access Credentials. You agree not to (a) reproduce, duplicate, copy, sell, trade, or resell any portion of the Application or Services (including Your Access Credentials), or (b) create derivative works based on the Application or Services.
You acknowledge and agree that Shipmint may disclose (as permitted by law) or use any data, information, and other materials (“User Content”) that You Transmit for purposes that include, but are not limited to: (a) enforcing this Agreement; (b) complying with any laws, regulations or rules of any federal, state or local government or agency; (c) responding to claims that any User Content violates the rights of third parties; or (d) protecting the rights or property of Shipmint, its customers or the public. Where Shipmint has a good faith belief that such action is necessary to comply with a judicial proceeding, court order, warrant, administrative order, civil investigative demand, subpoena, or other valid process, Shipmint may disclose IP addresses, personal information, and any User Content of the Application where it is legally compelled to do so.
No Support Obligations
Shipmint shall not have any obligation under this Agreement to provide any updates, corrections, changes, enhancements, or modifications to the Application or Services (collectively, “Updates”) or to otherwise correct any errors or defects in the Application or Services. However, if any Updates are provided by Shipmint to You, the terms and conditions of this Agreement shall govern such Updates unless such Updates are accompanied by a separate end user license agreement.
Third Party Content, Links, and Software
The Application and Services may contain content provided, owned, and/or created by a third party, including, without limitation, content which may be publicly available through other sources (collectively “Third Party Content”). Shipmint does not provide any warranty as to the accuracy or completeness of such Third Party Content or as to whether use of such Third Party Content infringes any third party’s intellectual property rights.
Shipmint acts solely as an operator of the Services and does not warrant that the use or operation of the Application or Services will be uninterrupted or error-free. Use of the Application and Services and any reliance upon Application or Services, including any action taken or not taken by You or any other person because of such use or reliance, is at Your sole risk. You acknowledge and agree that the Application and Services rely on Your network and connectivity, and that the Application and Services will only function so long as Your device on which You are accessing the Application and Services (the “Device”) is connected to a fully functional communications network. Additionally, You acknowledge and agree that certain features of the Application and Services, including, but not limited to, GPS location features, are subject to such network connectivity, environmental conditions and capabilities of the Device. As between the parties, Your communications network connectivity and capabilities of the Device are Your responsibility. We implement a number of security features to help guarantee and ensure the best possible way your information that your information is safe. We use industry standard technologies when transferring and receiving customer data exchanged between Shipmint and third parties to ensure its security. User data may be stored on servers maintained by our third party partners and subject to their security safeguards which are continuously audited, with certifications from accreditation bodies across geographies and verticals. All financial transactions are made securely. SHIPMINT EXPRESSLY ASSUMES NO RESPONSIBILITY WITH REGARD TO COMMUNICATIONS NETWORK CONNECTIVITY, WEATHER CONDITIONS THAT MAY IMPACT THE FUNCTIONALITY OF CERTAIN FEATURES OF THE APPLICATION AND SERVICES NOR THE CAPABILITIES OF THE DEVICE(S), AND ANY ERROR, INTERRUPTION, OR FAILURE THAT MAY RESULT THEREFROM. Without limiting the foregoing, You agree that Shipmint is not responsible for the accuracy of the data or other information accessed through the Services, and it is Your responsibility to confirm the accuracy of such information.
Use of the Application or Services confers no title or ownership in the Application, Services or Marks (as defined below). As between the parties, Shipmint owns all right, title, and interest in and to all copyright, patent, trademark and any other intellectual property rights, whether or not registrable, in the Application, Services, any component thereof and any and all materials related thereto whether or not developed by Shipmint, and all generalized knowledge, skill, know-how and expertise relating to any such information. Except as set forth in the Access License, the Application, Services, Shipmint’ names and logos and all related product and service names, design marks and slogans are the property of Shipmint (“Shipmint’ Marks”). Other third party product names, logos, service marks, design marks and slogans that may appear in the Application or Services are the property of their respective owners (together with Shipmint’ Marks, the “Marks”). You are not authorized to use any of the Marks for any purpose. References to any names, marks, products or services of third parties do not constitute or imply Shipmint’ endorsement, sponsorship or recommendation of the third party or any related information, product or service. You will not, and will not permit anybody to, copy, modify, translate, reverse engineer, decompile, disassemble or create derivative works of the Application or Services or any software related thereto.
You agree to indemnify, defend and hold harmless Shipmint and its officers, employees, agents, affiliates, successors and assigns from and against all damages, costs and expenses, including, without limitation, interest, penalties and reasonable attorneys' fees and disbursements arising from or relating to any of the following: (a) Your breach of this Agreement; (b)Your negligence, willful misconduct or violation of law relating in any way to you use of the Application and/or Services; and (c) Your use of the Application or Services for any purpose other than the purpose for which they were intended and in accordance with the Access License. Furthermore, You agree that Shipmint assumes no responsibility for the User Content You input and/or Transmit via the Application and Services.
LIMITATIONS ON LIABILITY. SHIPMINT SHALL NOT BE LIABLE FOR ANY DAMAGES SUFFERED AS A RESULT OF USE OF OR INABILITY TO USE THE APPLICATION AND/OR SERVICES. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT SHALL SHIPMINT BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY MONEY DAMAGES, WHETHER INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, COVER, RELIANCE, CONSEQUENTIAL OR EXEMPLARY DAMAGES, EVEN IF PREVIOUSLY INFORMED OF THE POSSIBILITY OF SUCH DAMAGES. IN THE EVENT THAT SHIPMINT IS NEVERTHELESS FOUND LIABLE FOR DAMAGES FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE), THE LIABILITY OF SHIPMINT WILL BE LIMITED TO THE AMOUNT ACTUALLY PAID TO SHIPMINT FOR YOUR USE OF THE APPLICATION AND SERVICES UNDER THE RELEVANT ACCESS LICENSE DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE APPLICABLE CLAIM.
The Application and Services are provided by Shipmint in the United States for access and use in the United States only. Those who access the Application and Services do so on their own initiative and at their own risk, and are responsible for compliance with their local laws, if and to the extent such local laws are applicable. Use of the Application and Services is subject to applicable United States export controls. None of the Application, Services or underlying information or technology may be downloaded or otherwise exported or re-exported outside of the United States. By downloading the Application, You represent and warrant that (a) You are located in the United States, and (b) You are not listed on any United States Government list of prohibited or restricted parties.
No Third Party Beneficiaries
You and Shipmint agree that You do not intend any third party beneficiaries to this Agreement, except that, notwithstanding the foregoing or anything contained herein, You agree that the Access Provider is an intended third party beneficiary with respect to Your acknowledgements, obligations, representations and warranties set forth in this Agreement.
Termination of Agreement
Shipmint may terminate this Agreement immediately, with or without notice, (a) if You breach, appear likely to breach in Shipmint’ sole discretion, or threaten to breach any of the provisions of this Agreement; (b) if the applicable Access License is terminated; (c) as permitted in the Access License; or (d) if You are no longer affiliated with the Access Provider. Upon any such termination or expiration, You must immediately discontinue all use of the Application and Services. You acknowledge that, upon termination or expiration, User Content will no longer be accessible via the Application. It is Your responsibility to prepare appropriate backup records of such User Content. The provisions of this Agreement (other than Your right to use the Application and Services) shall survive termination or expiration of this Agreement.
DISCLAIMER OF WARRANTIES
THE APPLICATION AND SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. SHIPMINT DISCLAIMS ALL EXPRESS AND IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW. YOU EXPRESSLY UNDERSTAND AND AGREE THAT:
- A. SHIPMINT MAKES NO WARRANTY THAT (i) THE APPLICATION OR SERVICES WILL MEET YOUR REQUIREMENTS, (ii) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES OR MATERIALS WILL BE ACCURATE, UP TO DATE OR RELIABLE, (iv) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL OBTAINED THROUGH THE SERVICES WILL MEET THE YOUR EXPECTATIONS, OR (v) ANY ERRORS IN THE SOFTWARE WILL BE CORRECTED;
- B. ANY MATERIAL OBTAINED THROUGH THE USE OF THE APPLICATION OR SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO COMPUTER OR MOBILE DEVICE SYSTEMS OR LOSS OF DATA THAT RESULTS FROM SUCH MATERIAL; AND
- C. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM SHIPMINT OR THROUGH OR FROM THE APPLICATION OR SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.
CERTAIN ADDITIONAL WARRANTY DISCLAIMERS MAY APPLY WITH RESPECT TO THE APPLICATION AND SERVICES AS SET FORTH IN THE APPLICABLE ACCESS LICENSE.
We expect users of the Application and Services to respect the intellectual property rights of others. If you believe in good faith that any of the content on the Application infringes your copyright, please provide our copyright agent the written information specified below.
- A. An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;
- B. A description of the copyrighted work that you claim has been infringed;
- C. A description of where the material that you claim is infringing is located on the Application;
- D. Your address, telephone number and email address;
- E. A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law; and
- F. A statement by you, made under penalty of perjury, that the information in the notice is accurate and that you are the copyright owner, or are authorized to act on behalf of the owner, of an exclusive right that is allegedly infringed.
This Agreement constitutes the entire agreement among You and Shipmint with reference to access to and use of the Application and Services, and supersedes any prior agreement between or among the parties regarding its subject matter. Notwithstanding the foregoing, this Agreement does not supersede any agreement between Shipmint and the Access Provider. This Agreement is governed by the laws of the State of North Carolina without regard to its conflict of law provisions. The state and federal courts of Wake County, North Carolina shall have exclusive jurisdiction over all disputes relating to this Agreement. The remedies at law of any party in the event of default or impending default by any other party in the performance of any terms of this Agreement may not be adequate, and such terms of this Agreement may be specifically enforced by a decree for specific performance, injunction or other appropriate equitable relief without the posting of any bond. You may not assign, transfer or delegate this Agreement or any part of it without Shipmint’ prior written consent. Shipmint may freely transfer, assign or delegate all or any portion of this Agreement, and any rights and duties hereunder. Subject to the foregoing, this Agreement will be binding upon and inure to the benefit of any heirs, successors and permitted assignees of the parties. In the event any provision of this Agreement is found to be unenforceable or invalid, such provision shall be modified so as to make it valid and enforceable and as so modified the entire Agreement shall remain in full force and effect. No failure to exercise and no delay in exercising, on the part of Shipmint, any right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right hereunder preclude further exercise of that or any other rights hereunder.