TRUESHIP AGREEMENT FOR SERVICES
TrueShip provides small and medium sized businesses and organizations a variety of tools and resources for data collection and order routing for the purposes of product fulfillment.
The following are the terms and conditions for use of the Services. By clicking the ‘Accept’ button during any TrueShip product installation, you accept these terms and conditions.
1. Acknowledgements. Subject in each case to the terms listed in the remainder of this Agreement, you hereby acknowledge and agree that:
- TrueShip may not be used for shipping illegal substances.
- TrueShip may only be used for lawful purposes.
- The Services will be subject to monthly subscription fees (“Paid Services”) once you have completed your free trial period.
2. Services and Support
2.1 The Services are provided subject to this Agreement, as it may be amended by TrueShip, and any guidelines, rules or operating policies that TrueShip may establish and post from time to time (the “Agreement”), including without limitation TrueShip’s Agreement For Services, as stated in TrueShip software or otherwise furnished to you (the “Policy”) (unless otherwise stated, all references to the Agreement shall include the Policy). By posting updated versions of the Agreement on the TrueShip.com website, or otherwise providing notice to you, TrueShip may modify the terms of the Agreement and may discontinue or revise any or all other aspects of the Services in its sole discretion. All such changes shall become effective upon posting of the revised Agreement on the Service or at TrueShip’s website.
2.2 The Services are available only to persons who can form legally binding contracts under applicable law. Without limiting the foregoing, the Services are not available to individuals under the age of 18. If you do not qualify, you are not permitted to use the Services.
2.3 You must complete the registration form on the Sign Up page in order to use the Services. You will provide true, accurate, current, and complete information about yourself as requested in the registration form. You are responsible for maintaining the security of your account, passwords, and files.
3. Free Trial, Fees and Payment
3.1 Once you have completed your free trial period, you will be subject to monthly subscription fees. You will be required to submit payment for Services (unless you have already provided payment or means of payment, such as credit card information) and may purchase, in advance, a monthly subscription for Paid Services. Access to the Services will be disabled until payment is received.
3.2 Fees will be billed monthly or your pre-paid account will be debited monthly for Services. The Fees are based on the licensed software product and any associated modules or added functionality. You are responsible for reviewing the Fee Schedule from time to time and remaining aware of the Fees charged by TrueShip. The Fee Schedule, including module prices, is subject to change at any time at TrueShip’s discretion. TrueShip will attempt to notify you via email prior to the effectiveness of any change to the Fee Schedule.
3.3 Payment for Services will be made by a valid credit card accepted by TrueShip. Fees are payable in US dollars. If the monthly payment option is selected or if you have previously provided your credit card for payment, you hereby authorize TrueShip to charge your credit card for such amounts on a regular monthly basis beginning at the end of your free trial period. If TrueShip is for any reason unable to effect automatic payment via your credit card, TrueShip will attempt to notify you via email and your TrueShip account will be disabled until payment is received. Amounts paid for the Services are not refundable.
3.4 You acknowledge and agree that you are responsible for paying Fees for the use of TrueShip software regardless of whether the service accurately imports order information or assists in your shipping process.
4. Restrictions and Responsibilities
4.1 TrueShip will not share your information with any unaffiliated third party. TrueShip reserves the right to release information for the purposes of introducing a complementary service intended to add value to the Services. Your information will not be shared with any other parties unless required by law.
4.2 This is an Agreement for Services, and you are not granted a license to any software by this Agreement. You will not, directly or indirectly: reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of, or found at or through the Services or any software, documentation, or data related to the Services (“Software”); remove any proprietary notices or labels from the Services or any Software, modify, translate, or create derivative works based on the Services or any Software; or copy, distribute, pledge, assign, or otherwise transfer or encumber rights to the Services or any Software.
Unless you are an authorized TrueShip Reseller, you may not display, copy, reproduce, or distribute the Software, any component thereof, any documentation provided in connection with the Services or the Software, or any content, including but not limited to newsletters, distributed to you by TrueShip in connection with the Services. Violation of these restrictions may result in the termination of this Agreement.
4.3 The Services shall be used for your internal business (which includes civic or charitable) purposes only, and you shall not use the Services or any Software for timesharing or service-bureau purposes or otherwise for the benefit of a third party. If you are using the Services in any country in the European Community, the prohibition against modifying, translating, reverse engineering, decompiling, disassembling or creating derivative works based on the Services or the Software does not affect your rights under any legislation implementing the E.C. Council Directive on the Legal Protection of Computer Programs.
4.4 You acknowledge and agree that the Services and the TrueShip company names and logos and all related product and service names, design marks and slogans, are the property of TrueShip or its affiliates or suppliers (collectively, the “Marks”). You are not authorized to use any of the Marks in any advertising, publicity or any other commercial manner without the prior written consent of TrueShip. Your use of the Services confers no title or ownership in the Services, the Software or the Marks and is not a sale of any rights in the Services, the Software or the Marks.
4.5 You represent, covenant, and warrant that you will use the Services only in compliance with the Agreement. You hereby agree to indemnify and hold harmless TrueShip and its business partners, third-party suppliers and providers, licensors, officers, directors, employees, distributors and agents against any damages, losses, liabilities, settlements, and expenses (including without limitation costs and reasonable attorneys’ fees) in connection with any claim or action that arises from an alleged violation of the foregoing or otherwise arising from or relating to your use of the Services. In addition, you acknowledge and agree that TrueShip has the right to seek damages when you use the Services for unlawful purposes, in an unlawful manner, and/or in a manner inconsistent with the terms of this Agreement, and that such damages may include, without limitation, direct, indirect, special, incidental, cover, reliance and/or consequential damages. Although TrueShip has no obligation to monitor the goods shipped by you or your use of the Services, TrueShip may prohibit any use of the Services it believes may be (or is alleged to be) in violation of the foregoing.
4.6 The Services may only be used for lawful purposes. Transmission or shipping of any material that violates United States federal, state or other laws that may apply in this jurisdiction or your local area is prohibited.
4.7 For every form or label, electronically transmitted or physically printed, you acknowledge and agree that the Services may automatically add an identifying footer stating “Powered by TrueShip” or a similar message. You agree to cooperate with and provide reasonable assistance to TrueShip in promoting and advertising the Services.
4.8 In using the varied features of the Services, you may provide information (such as name, contact information, or other registration information) to TrueShip. TrueShip may use this information and any technical information about your use of the Services to tailor its presentations to you, to compile anonymous user statistics, facilitate your movement through the Service, or communicate separately with you. If you licensed the Services as a result of solicitation by a Marketing Partner of TrueShip, TrueShip may share your information with the Marketing Partner and the Marketing Partner may share information with TrueShip. TrueShip will not provide information to companies you have not authorized for that purpose unless required by law or if you are terminated from TrueShip due to unsolicited commercial email being sent from your TrueShip account.
4.9 If you receive special discounts through a Marketing Partner, those discounts may not be available if you cease to continue to be a customer of the Marketing Partner, in which case TrueShip’s standard rates will apply. The Marketing Partner may notify TrueShip of any change in your status.
5.1 You may terminate this Agreement at any time by sending an email to email@example.com. There are no refunds for any fees paid. To prevent additional charges, the Agreement must be cancelled at least 48 hours before your next billing cycle.
5.2 TrueShip may terminate this Agreement or the Services, disable your account or put your account on inactive status, in each case at any time with or without cause, and with or without notice. TrueShip shall have no liability to you or any third party because of such termination or action.
5.3 If your account is classified (at TrueShip’s sole discretion) as inactive for over 120 days, TrueShip has the right to permanently remove your data submitted by you or otherwise obtained and stored in any TrueShip hosted service. TrueShip will attempt to contact you via email prior to taking any permanent removal actions.
6. Warranty Disclaimer; Remedies
USE OF THE SERVICES AND ANY RELIANCE BY YOU UPON THE SERVICES, INCLUDING ANY ACTION TAKEN BY YOU BECAUSE OF SUCH USE OR RELIANCE, IS AT YOUR SOLE RISK. TRUESHIP DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES. THE SERVICES ARE PROVIDED “AS IS” AND TRUESHIP DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT.
Your sole and exclusive remedy for any failure or nonperformance of the Services shall be for TrueShip to use commercially reasonable efforts to adjust or repair the Services.
7. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, TORT, CONTRACT, OR OTHERWISE, SHALL TRUESHIP OR ANY OF ITS UNDERLYING SERVICE PROVIDERS, BUSINESS PARTNERS, INFORMATION PROVIDERS, ACCOUNT PROVIDERS, LICENSORS, OFFICERS, DIRECTORS, EMPLOYEES, DISTRIBUTORS OR AGENTS (COLLECTIVELY REFERRED TO FOR PURPOSES OF THIS SECTION AS “TRUESHIP”) BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY MONEY DAMAGES, WHETHER DIRECT, INDIRECT, SPECIAL, INCIDENTAL, COVER, RELIANCE OR CONSEQUENTIAL DAMAGES, EVEN IF TRUESHIP SHALL HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY OTHER PARTY. IN THE EVENT THAT NOTWITHSTANDING THE FOREGOING, TRUESHIP IS FOUND LIABLE TO YOU FOR DAMAGES FROM ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE), THE LIABILITY OF TRUESHIP TO YOU WILL BE LIMITED TO THE AMOUNT YOU PAID FOR THE SERVICES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION AND EXCLUSION MAY NOT APPLY TO YOU.
8. Export of Services or Technical Data
You may not remove or export from the United States or allow the export or re-export of the Services, or any direct product thereof, including technical data, in violation of any restrictions, laws, or regulations of the United States or any other applicable country.
9.1 If any provision of the Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.
9.2 TrueShip and you agree that the Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications, and other understandings relating to the subject matter of the Agreement, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. No delay or omission by either party in exercising any right or remedy under this Agreement or existing at law or equity shall be considered a waiver of such right or remedy.
9.3 No agency, partnership, joint venture, or employment is created as a result of the Agreement, and you do not have any authority of any kind to bind TrueShip in any respect whatsoever.
9.4 In any action or proceeding to enforce rights under the Agreement, the prevailing party will be entitled to recover its costs and attorneys’ fees.
9.5 The Agreement shall be governed by the laws of the State of Arizona, USA without regard to its choice or law or conflict of laws provisions. All legal actions in connection with the Agreement shall be brought in the state or federal courts located in Maricopa County, Arizona.