Last updated January 24, 2023
1. ACCEPTANCE OF TERMS
1.1 Seller Shipping Solutions, LLC. (“Seller Shipping” or “we”) provides its Service (as defined below) to you through its website located at sellershipping.co (the “Site”), subject to this Terms of Service agreement (“TOS”). In addition, when using certain services, you will be subject to the policies (“Policies”) and fee schedule (“Fee Schedule”) that govern the operation of such services which are posted on the Site or are readily made available to registered users of the Service. By accessing or using the Service or Site, you acknowledge that you have read, understood, and agree to be bound by this TOS. If you are entering into this TOS on behalf of a company, business or other legal entity, you represent that you have the authority to bind such entity and its affiliates to this TOS, in which case the terms “you” or “your” shall refer to such entity and its affiliates. If you do not have such authority, or if you do not agree with this TOS, you must not accept this TOS and may not use the Service.
1.2 Seller Shipping may change this TOS, the Policies and Fee Schedule from time to time. If we change this TOS or the Fee Schedule we will provide thirty (30) days prior notice either by emailing the email address associated with your account or by posting a notice on the Site. The TOS and Fee Schedule, as applicable, will become effective thirty (30) days after we post or send you notice of such changes, and if you use the Service after that date, your use will constitute acceptance of the revised terms and conditions. If any change to the TOS, Policies or Fee Schedule is not acceptable to you, your only remedy is stop using the Services and send a cancellation email to help@sellershipping.co.
1.3 In order to access certain features of our Service you will be required to register with the Site. As part of the registration process, you are required to provide your legal name, email address, business name (if applicable), current address, and current phone number for your account (“Account”).
2. DESCRIPTION OF SERVICE
2.1 The “Service” includes (a) the Site, (b) Fulfillment Services (as defined below) and (c) all software data, reports, text, images, sounds, video, and content made available through any of the foregoing (collectively referred to as the “Content”). Any new features added to or augmenting the Service are also subject to this TOS. “Fulfillment Services” include services relating to your products (the “Products”), and the shipment and tracking of orders for such Products initiated by your customers who purchase such Products through your sales systems, including:
3. GENDERAL CONDITIONS/ACCESS AND USE OF THE SERVICE
3.1 Subject to the terms and conditions of this TOS, you may access and use the Service only for lawful purposes. All rights, title and interest in and to the Service and its components will remain with and belong exclusively to Seller Shipping. You shall not (a) sublicense, resell, rent, lease, transfer, assign, time share or otherwise commercially exploit or make the Service available to any third party; (b) use the Service in any unlawful manner (including without limitation in violation of any data, privacy or export control laws) or in any manner that interferes with or disrupts the integrity or performance of the Service or its components, or (c) modify, adapt or hack the Service to, or otherwise attempt to gain unauthorized access to the Service or its related systems or networks. You shall comply with any codes of conduct, policies or other notices Seller Shipping provides you or publishes in connection with the Service, and you shall promptly notify Seller Shipping if you learn of a security breach related to the Service. You agree not to access the Service by any means other than through the interface that is provided by Seller Shipping for use in accessing the Service. Any rights not expressly granted herein are reserved and no license or right to use any trademark of Seller Shipping or any third party is granted to you in connection with the Service.
3.2 You are solely responsible for all data, information, text, content and other materials that you upload, post, deliver, provide or otherwise transmit or store (hereafter “post(ing)”) in connection with or relating to the Service (“Your Content”). For every email sent outside of your organization via the Services, you acknowledge and agree that Seller Shipping shall have the right to automatically add an identifying footer in accordance with our standard policies then in effect. You agree to cooperate with and provide reasonable assistance to Seller Shipping in promoting and advertising the Services.
3.3 You are responsible for maintaining the confidentiality of your login, password and account and for all activities that occur under your login or account. Seller Shipping reserves the right to access your account in order to respond to your requests for technical support. By posting Your Content on or through the Service, you hereby do and shall grant Seller Shipping a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, fully paid, sublicensable and transferable license to use, modify, reproduce, distribute, display, publish and perform Your Content in connection with the Service. Seller Shipping has the right, but not the obligation, to monitor the Service, Content, or Your Content. You further agree that Seller Shipping may remove or disable any Content at any time for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such Content), or for no reason at all. To the extent you provide any suggestions, enhancement requests, feedback, recommendations or other input relating to the Service (“Feedback”), you hereby grant Seller Shipping the full, unencumbered right to use, incorporate and otherwise fully exercise and exploit any such Feedback in connection with its products and services.
3.4 Notwithstanding anything to the contrary, Seller Shipping shall have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies (including, without limitation, information concerning Your Content and data derived therefrom), and Seller Shipping will be free (during and after the term hereof) to (i) use such information and data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other Seller Shipping offerings, and (ii) disclose such data solely in aggregate or other de-identified form in connection with its business.
3.5 You understand that the operation of the Service, including Your Content, may be unencrypted and involve (a) transmissions over various networks; (b) changes to conform and adapt to technical requirements of connecting networks or devices and (c) transmission to Seller Shipping’s third party vendors and hosting partners to provide the necessary delivery, storage, fulfillment, hardware, software, networking, and related technology required to operate and maintain the Service. Accordingly, you acknowledge that you bear sole responsibility for adequate security, protection and backup of Your Content. Seller Shipping will have no liability to you for any unauthorized access or use of any of Your Content, or any corruption, deletion, destruction or loss of any of Your Content.
3.6 You shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, server, software, operating system, networking, web servers, long distance and local telephone service (collectively, “Equipment”). You shall be responsible for ensuring that such Equipment is compatible with the Services and complies with all configurations and specifications set forth in Seller Shipping’s published policies then in effect. You shall also be responsible for maintaining the security of the Equipment, your Account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of your Account or the Equipment with or without your knowledge or consent.
3.7 The failure of Seller Shipping to exercise or enforce any right or provision of this TOS shall not be a waiver of that right. You acknowledge that this TOS is a contract between you and Seller Shipping, even though it is electronic and is not physically signed by you and Seller Shipping, and it governs your use of the Service.
3.8 Seller Shipping reserves the right to use your name and/or company name as a reference for marketing or promotional purposes on Seller Shipping’s website and in other communication with existing or potential Seller Shipping customers. To decline Seller Shipping this right send an email to help@sellershipping.co that you do not wish to be used as a reference.
3.9 Subject to the terms hereof, Seller Shipping may (but has no obligation to) provide technical support services through email in accordance with our standard practice.
4. PAYMENT, FEES, AND LIENS
4.1 To the extent the Service or any portion thereof is made available for any fee, you will be required to pay all fees and any additional shipping expenses set forth in our Fee Schedule and provide Seller Shipping information regarding your credit card or a bank account number (for bank to bank transfer with ACH). You represent and warrant to Seller Shipping that such information is true and that you are authorized to use the payment instrument. You will promptly update your account information with any changes (for example, a change in your billing address or credit card expiration date) that may occur. Approximately every one month, Seller Shipping will post an invoice of the fees and charges to your account and/or otherwise make it available to you. You can elect to pay with a credit card or through ACH. Credit card or ACH declines may incur additional charges and/or lead to suspension or termination of Service. Full payment for invoices issued must be received by Seller Shipping thirty (30) days after Seller Shipping’s posting of the invoice, or the Services may be terminated. Unpaid invoices are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection. You shall be responsible for all taxes associated with Services other than U.S. taxes based on Seller Shipping’s net income. If you dispute any charges you must let Seller Shipping know within thirty (30) days after the date that Seller Shipping invoices you.
4.2 You will maintain a current and valid email address at all times so that invoices and invoice notifications are received by you. We recommend that you ensure Seller Shipping emails are whitelisted with your email provider and do not go to your junk or spam folders. Failure to maintain a current email does not absolve your responsibility for payment of invoices by their respective due dates.
4.3 Payment processing for Services are provided by Stripe and are subject to the Stripe Connected Account Agreement, which includes the Stripe Terms of Service (collectively, the “Stripe Service Agreement”) set forth at https://stripe.com/ssa. By agreeing to this Agreement or continuing to operate as a User on the Services, you agree to be bound by the Stripe Service Agreement, as the same may be modified by Stripe from time to time. As a condition of Seller Shipping enabling payment processing Service through Stripe, you agree to provide Seller Shipping accurate and complete information about you and your business, and you authorize Seller Shipping to share it and transaction information (including User Data) related to your use of the payment processing Service provided by Stripe.
4.4 When you use the Services, all charges for the Services and any additional fees payable to Seller Shipping will be immediately charged to the credit card associated with your Stripe account. You agree to pay Seller Shipping the amount that is specified in accordance with this Agreement.
4.5 You agree and acknowledge that Seller Shipping shall maintain a warehouseman’s lien and security interest under the UCC and Kansas state law for all Goods in Seller Shipping’s possession or control, regardless of whether a specific receipt is issued by Seller Shipping, to cover all charges, expenses, costs and Service Fees set forth in this Agreement. Where applicable law requires a receipt, such receipt will be issued through shipping and receiving records as maintained in the Seller Shipping database. This information is made available to you in our customer portal. In the event Seller Shipping is required to exercise its lien or security interest, you shall be responsible for all necessary and reasonable costs incurred by Seller Shipping to enforce the lien or security interest including, but not limited to, reasonable attorney fees. You will execute all agreements and documents so that Seller Shipping may obtain, perfect and maintain its lien rights and security interest in the Goods. You will execute all documentation to permit us to perfect our liens.
4.6 Prior to exercising our warehouseman's lien, you will be given advanced notice of our intent to do the same. If we are required to exercise this lien due to unpaid fees owed to our company, your products will be handled in accordance with Section 10 of this agreement.
4.7 Our current fees are published on the Rate Sheet page. If you require a service not listed on the rate sheet or additional work is required, Seller Shipping will, at our sole discretion, apply the General Labor fee to the work on a per hour basis. We may apply this rate without advanced notice to you for work required to complete your request whether planned or unplanned.
4.8 We reserve the right to change our fees. If we change our fees, we will provide notice of the updated Fee Schedule on the Site or in email to you, at our option, at least 30 days before the change is to take effect.
4.9 At any time, we reserve the right to require a deposit for your Account to cover any fees, shipping expenses or other costs, and we may increase or decrease the required deposit amount in its sole discretion.
5. REPRESENTATIONS AND WARRANTIES
5.1 You represent and warrant to Seller Shipping that (i) you have full power and authority to enter into this Agreement; (ii) you own all of Your Content or have obtained all permissions, releases, rights or licenses required to engage in your posting and other activities (and allow Seller Shipping to perform its obligations) in connection with the Services without obtaining any further releases or consents; (iii) Your Content and other activities in connection with the Service, and Seller Shipping’s exercise of all rights and license granted by you herein, do not and will not violate, infringe, or misappropriate any third party’s copyright, trademark, right of privacy or publicity, or other personal or proprietary right, nor does Your Content contain any matter that is defamatory, obscene, unlawful, threatening, abusive, tortious, offensive or harassing; and (iv) you are eighteen (18) years of age or older.
5.2 You acknowledge that Seller Shipping does not take responsibility for the business decisions that you make and implement through the Service.
6. TERMINATION
6.1 You have the right to terminate your account at any time by sending a cancellation request to help@sellershipping.co. Subject to earlier termination as provided below, Seller Shipping may terminate your Account and this TOS at any time in its sole discretion by providing notice to the administrative email address associated with your Account. Seller Shipping reserves the right to modify or discontinue, temporarily or permanently, the Service (or any part thereof). All of Your Content on the Service (if any) may be permanently deleted by Seller Shipping upon any termination of your account in its sole discretion. However, all accrued rights to payment and the terms of Section 5-14 shall survive termination of this TOS.
7. DISCLAIMER OF WARRANTIES
7.1 The Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Seller Shipping or by third-party providers, or because of other causes beyond our reasonable control. THE SERVICE, INCLUDING THE SITE AND CONTENT, AND ALL SERVER AND NETWORK COMPONENTS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND, AND SELLER SHIPPING EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. YOU ACKNOWLEDGE THAT SELLER SHIPPING DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE OR VIRUS-FREE, NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES, AND NO INFORMATION, ADVICE OR SERVICES OBTAINED BY YOU FROM SELLER SHIPPING OR THROUGH THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS TOS.
8. IMPORT AND CUSTOMS RECORDS
8.1 Seller Shipping is not the Importer of Record nor Merchant of Record for Products stored at or by Seller Shipping. Seller Shipping is not responsible for breakage of items during transit that have been picked and packed by Seller Shipping.
8.2 Any fees associated with importing your products shall not be assigned or billed to Seller Shipping. If such fees are assigned, billed, or invoiced to us, Seller Shipping may, in our sole discretion and without seeking your approval, make payment for such fees to the debtee and add our own 5% surcharge based on the total amount of the fees. The total amount (fee paid by us plus a 5% surcharge) shall be added to your fees owed to us.
9. PRODUCT INSURANCE
9.1. Seller Shipping maintains General Liability insurance which shall not be considered to cover any losses to your products stored within or adjacent to our warehouse, or considered in our custody for the purposes of providing Services.
9.2 You hereby agree that you will, at your sole discretion, maintain insurance coverage for the value of your products stored at our facilities.
9.3 Seller Shipping shall not be held liable for any product loss or loss of revenue caused by an event outside of Seller Shipping’s reasonable control, including: (a) fire, flood, theft, tornado, earthquake, elements of nature or acts of God; (b) wars (declared and undeclared), acts of terrorism, sabotage, riots, civil disorders, rebellions or revolutions.
10. INVENTORY RETURNS AND DISPOSALS
10.1 At any time you may request that units be returned to you or that we dispose of units.
10.2 We may with notice return units to you, including upon termination of these TOS. Returned units will be sent to your designated shipping address. If the designated shipping address we have for you is outdated or incorrect or we cannot make arrangements for you to pay for the return shipment, then the unit(s) will be deemed abandoned and we may elect to dispose of them as appropriate (e.g. by selling, recycling, donating, or destroying it) and retain any proceeds we may receive from the disposal.
10.3 We may dispose of any unsuitable unit (and you will be deemed to have consented to our action) in any of the following circumstances: Immediately if we determine that (a) the unit creates a safety, health, or liability risk to Seller Shipping, our personnel, or any third party; (b) you have engaged in fraudulent or illegal activity; or (c) we have cause to terminate your use of Services with immediate effect and are exposed to liability towards a third party. In addition, you will reimburse us for expenses we incur in connection with any unsuitable units.
10.4 Upon termination of your account, exercising our warehouseman's lien, or upon your request, we will dispose units in our physical custody. Disposal may occur by selling, recycling, donating, or destroying and retaining any proceeds we may receive from the disposal. Title to each disposed unit will transfer to us (or a third party we select) at no cost, free and clear of any liens, claims, security interests or other encumbrances to the extent required to dispose of the unit, and we may retain any proceeds, we may receive from the disposal.
11. COMPENSATION FOR LOST AND DAMAGED ITEMS
11.1 Items lost or damaged while in Seller Shipping's custody will be eligible for an account credit.
11.2 We shall not be responsible for any loss or damage which occurs prior to us taking physical custody, even if that damage is not discovered until after we take custody. Physical custody means that a person in the employ of Seller Shipping has physically taken custoday of an item, it has been verified, and checked into our inventory management system. This does not include items left outside of our building or placed inside an open door of which we have no knowledge by a shipping carrier.
11.3 We shall not be responsible for any loss or damage once a product has left our physical custody. When a product or shipment has been given to a shipping carrier, our responsibility ends regardless of their policies, practicies, tracking activity or lack thereof, or failure to perform their duty.
11.4 For items we discover, either through our own investigation or an investigation requested by you, that have been damaged or lost while in our physical custody, Seller Shipping will provide an account credit to your account with us. This credit may be applied to both past and future amounts owed to our company. The credit amount will be determined solely by Seller Shipping and you agree to provide valid, unaltered documents that we request and which will help us determine the credit amount.
11.5 Account credits are non-transferable and provided in USD currency. Account credits may only be applied to Seller Shipping fees charged to your account. Any account credits remaining when your account is terminated, either by you or by us, will be forfeited. This process is not reversible.
12. INBOUND SHIPMENTS - YOUR OBLIGATIONS
12.1 You represent and warrant to Seller Shipping that (i) you are the legal owner or have lawful possession or control of the products you send to us ("Goods") and have the sole legal right to store and thereafter direct the release and/or delivery of the Goods, (ii) there are no potential health, safety, or environmental hazards associated with the shipment, warehousing, or fulfillment of the Goods tendered to Seller Shipping under this Agreement, (iii) the Goods do not contain any material violating any federal, state, or local law (collectively, “Laws”); and (iv) the Goods do not violate our Prohibited Products policy, found here.
12.2 We may, in our sole discretion, reject Goods that we determine do not meet our policies. If the Goods do not meet the our requirements, you may incur additional fees from us. If we reject the Goods, this may result in a delay or non-shipment, and you agree that we shall not be liable for any loss or damage as a result of such delay or non-shipment.
12.3 You shall provide us, in a digital format through the Seller Shipping dashboard, with bills of lading for the inventory of all inbound shipments of Goods prior to the shipment arriving to Seller Shipping’s facility. All inbound shipments shall be properly labeled and clearly identify the units and quantities of carton, case, or master case.
12.4 You represent and warrant that the information set forth on any shipment or delivery document, including, without limitation, information as to count, weight, description and condition of the Goods, is accurate and complete and may be relied upon by us. If any inbound inventory received is not packed or labeled correctly, it will be subject to delays, during which time storage fees may be incurred.
12.5 If the Goods in such a shipment cannot be identified by us, they may be discarded and we assume no responsibility for any associated losses.
12.6 Goods delivered to us shall be directed to the physical address found on our website with instructions that delivery take place between 9:00am - 4:00pm US Central time, Monday - Friday excluding holidays. Shipments arriving by pallet or container shall be coordinated in advance and we will not be responsible for additional charges incurred if delivery attempts are made outside our given receiving hours noted in this subsection.
13. LIMITATION OF LIABILITY
13.1 UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (WHETHER IN CONTRACT, TORT, OR OTHERWISE) SHALL SELLER SHIPPING BE LIABLE TO YOU OR ANY THIRD PARTY FOR (A) ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST SALES OR BUSINESS, LOST DATA, OR (B) FOR ANY DIRECT DAMAGES, COSTS, LOSSES OR LIABILITIES IN EXCESS OF THE FEES ACTUALLY PAID BY YOU IN THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO YOUR CLAIM OR, IF NO FEES APPLY, ONE HUNDRED ($100) U.S. DOLLARS. THE PROVISIONS OF THIS SECTION ALLOCATE THE RISKS UNDER THIS TOS BETWEEN THE PARTIES, AND THE PARTIES HAVE RELIED ON THESE LIMITATIONS IN DETERMINING WHETHER TO ENTER INTO THIS TOS.
13.2 SELLER SHIPPING’S LIABILITY REFERRED TO IN THIS SECTION SHALL BE YOUR EXCLUSIVE REMEDY AGAINST SELLER SHIPPING FOR ANY CLAIM OR CAUSE OF ACTION WHATSOEVER RELATING TO LOSS, DAMAGE AND/OR DESTRUCTION OF PRODUCTS, UNLESS YOU PROVE BY AFFIRMATIVE EVIDENCE THAT SELLER SHIPPING CONVERTED THE PRODUCTS TO ITS OWN USE. YOU WAIVE ANY RIGHTS TO RELY UPON ANY PRESUMPTION OF CONVERSION IMPOSED BY LAW. IN THE EVENT OF LOSS, DAMAGE OR DESTRUCTION OF PRODUCTS (“INVENTORY LOSS”) FOR WHICH SELLER SHIPPING IS LEGALLY LIABLE, YOU AGREE THAT SELLER SHIPPING’S LIABILITY SHALL BE LIMITED TO $.50 PER POUND FOR SUCH LOST, DAMAGED, AND/OR DESTROYED PRODUCTS. IN NO EVENT WILL SELLER SHIPPING BE LIABLE FOR ANY LOST SALES REVENUE FROM INVENTORY LOSS. SELLER SHIPPING’S MAXIMUM LIABILITY FOR INVENTORY LOSS WILL BE LIMITED TO 5% OF THE TOTAL PRODUCT VALUE (AS DEFINED BELOW) OR ONE MONTH OF THE AVERAGE BILLABLE STORAGE, WHICHEVER IS LOWER.
13.3 Handling physical products could result in loss or damage of Products. We maintain high standards, however occasionally facilities experience concealed shortages, product damages, mislabeled, miss-picked Products and/or cross-shipments. Seller Shipping maintains merchant friendly receiving and product labeling requirements.
13.4 Some states do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, which means that some of the above limitations may not apply to you. IN THESE STATES, SELLER SHIPPING’S LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
14. INDEMNIFICATION
14.1 You shall defend, indemnify, and hold harmless Seller Shipping from and against any claims, actions or demands, including without limitation reasonable legal and accounting fees, arising or resulting from your breach of this TOS, any of Your Content, or your other access, contribution to, use or misuse of the Service. Seller Shipping shall provide notice to you of any such claim, suit or demand. Seller Shipping reserves the right to assume the exclusive defense and control of any matter which is subject to indemnification under this section. In such case, you agree to cooperate with any reasonable requests assisting Seller Shipping’s defense of such matter.
14. U.S. GOVERNMENT MATTERS
15.1 You may not remove or export from the United States or allow the export or re-export of the Services or anything related thereto, or any direct product thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority.
16. ASSIGNMENT
16.1 You may not assign this TOS without the prior written consent of Seller Shipping, but Seller Shipping may assign or transfer this TOS, in whole or in part, without restriction.
17. MISCELLANEOUS
17.1 If any provision of this TOS is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this TOS will otherwise remain in full force and effect and enforceable. Both parties agree that this TOS, together with any Policies and Fee Schedule, 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 this TOS, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this TOS and you do not have any authority of any kind to bind Seller Shipping in any respect whatsoever. In any action or proceeding to enforce rights under this TOS, the prevailing party will be entitled to recover costs and attorneys’ fees. All notices under this TOS will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or email; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested.
18. GOVERNING LAW
18.1 This TOS shall be governed by the laws of the State of Kansas without regard to the principles of conflicts of law. Unless otherwise elected by Seller Shipping in a particular instance, you hereby expressly agree to submit to the exclusive personal jurisdiction of the federal and state courts of the State of Kansas for the purpose of resolving any dispute relating to your access to or use of the Service.
19. PRIVACY
19.1 Please visit our Privacy Policy to understand how Seller Shipping collects and uses personal information.
20. FORCE MAJEURE
20.1 Seller Shipping will not be liable for any default or delay in the performance of any of its obligations under this TOS if and to the extent such default or delay is caused, directly or indirectly, by an event outside of Seller Shipping’s reasonable control, including: (a) fire, flood, earthquake, elements of nature or acts of God; (b) wars (declared and undeclared), acts of terrorism, sabotage, riots, civil disorders, rebellions or revolutions; (c) extraordinary malfunction of third-party Internet infrastructure, data centers or related systems or (d) acts of any governmental authority with respect to any of the foregoing. Without limiting the foregoing, Seller Shipping’s failure to perform, or delay in performing, its responsibilities under this TOS will be excused if and to the extent that the cause of such non-performance or delay is: (i) the failure of you or your personnel to materially perform their obligations under this TOS; (ii) any act performed or omitted by Seller Shipping or Seller Shipping personnel at the request of you; (iii) any act performed by you or your personnel to the extent that such act was not otherwise agreed to by the parties; or (iv) system failure caused by a malicious third-party technical attack causing a sudden, unplanned increase in network activity above the threshold capacity of Seller Shipping systems.
1. ACCEPTANCE OF TERMS
1.1 Seller Shipping Solutions, LLC. (“Seller Shipping” or “we”) provides its Service (as defined below) to you through its website located at sellershipping.co (the “Site”), subject to this Terms of Service agreement (“TOS”). In addition, when using certain services, you will be subject to the policies (“Policies”) and fee schedule (“Fee Schedule”) that govern the operation of such services which are posted on the Site or are readily made available to registered users of the Service. By accessing or using the Service or Site, you acknowledge that you have read, understood, and agree to be bound by this TOS. If you are entering into this TOS on behalf of a company, business or other legal entity, you represent that you have the authority to bind such entity and its affiliates to this TOS, in which case the terms “you” or “your” shall refer to such entity and its affiliates. If you do not have such authority, or if you do not agree with this TOS, you must not accept this TOS and may not use the Service.
1.2 Seller Shipping may change this TOS, the Policies and Fee Schedule from time to time. If we change this TOS or the Fee Schedule we will provide thirty (30) days prior notice either by emailing the email address associated with your account or by posting a notice on the Site. The TOS and Fee Schedule, as applicable, will become effective thirty (30) days after we post or send you notice of such changes, and if you use the Service after that date, your use will constitute acceptance of the revised terms and conditions. If any change to the TOS, Policies or Fee Schedule is not acceptable to you, your only remedy is stop using the Services and send a cancellation email to help@sellershipping.co.
1.3 In order to access certain features of our Service you will be required to register with the Site. As part of the registration process, you are required to provide your legal name, email address, business name (if applicable), current address, and current phone number for your account (“Account”).
2. DESCRIPTION OF SERVICE
2.1 The “Service” includes (a) the Site, (b) Fulfillment Services (as defined below) and (c) all software data, reports, text, images, sounds, video, and content made available through any of the foregoing (collectively referred to as the “Content”). Any new features added to or augmenting the Service are also subject to this TOS. “Fulfillment Services” include services relating to your products (the “Products”), and the shipment and tracking of orders for such Products initiated by your customers who purchase such Products through your sales systems, including:
- Automated fulfillment of orders
- Administration and monitoring by you via an administrative Internet portal
- Receive
- Storage
- Pick/Pack
- Shipping
- Packing materials
- Processing of returned shipments
3. GENDERAL CONDITIONS/ACCESS AND USE OF THE SERVICE
3.1 Subject to the terms and conditions of this TOS, you may access and use the Service only for lawful purposes. All rights, title and interest in and to the Service and its components will remain with and belong exclusively to Seller Shipping. You shall not (a) sublicense, resell, rent, lease, transfer, assign, time share or otherwise commercially exploit or make the Service available to any third party; (b) use the Service in any unlawful manner (including without limitation in violation of any data, privacy or export control laws) or in any manner that interferes with or disrupts the integrity or performance of the Service or its components, or (c) modify, adapt or hack the Service to, or otherwise attempt to gain unauthorized access to the Service or its related systems or networks. You shall comply with any codes of conduct, policies or other notices Seller Shipping provides you or publishes in connection with the Service, and you shall promptly notify Seller Shipping if you learn of a security breach related to the Service. You agree not to access the Service by any means other than through the interface that is provided by Seller Shipping for use in accessing the Service. Any rights not expressly granted herein are reserved and no license or right to use any trademark of Seller Shipping or any third party is granted to you in connection with the Service.
3.2 You are solely responsible for all data, information, text, content and other materials that you upload, post, deliver, provide or otherwise transmit or store (hereafter “post(ing)”) in connection with or relating to the Service (“Your Content”). For every email sent outside of your organization via the Services, you acknowledge and agree that Seller Shipping shall have the right to automatically add an identifying footer in accordance with our standard policies then in effect. You agree to cooperate with and provide reasonable assistance to Seller Shipping in promoting and advertising the Services.
3.3 You are responsible for maintaining the confidentiality of your login, password and account and for all activities that occur under your login or account. Seller Shipping reserves the right to access your account in order to respond to your requests for technical support. By posting Your Content on or through the Service, you hereby do and shall grant Seller Shipping a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, fully paid, sublicensable and transferable license to use, modify, reproduce, distribute, display, publish and perform Your Content in connection with the Service. Seller Shipping has the right, but not the obligation, to monitor the Service, Content, or Your Content. You further agree that Seller Shipping may remove or disable any Content at any time for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such Content), or for no reason at all. To the extent you provide any suggestions, enhancement requests, feedback, recommendations or other input relating to the Service (“Feedback”), you hereby grant Seller Shipping the full, unencumbered right to use, incorporate and otherwise fully exercise and exploit any such Feedback in connection with its products and services.
3.4 Notwithstanding anything to the contrary, Seller Shipping shall have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies (including, without limitation, information concerning Your Content and data derived therefrom), and Seller Shipping will be free (during and after the term hereof) to (i) use such information and data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other Seller Shipping offerings, and (ii) disclose such data solely in aggregate or other de-identified form in connection with its business.
3.5 You understand that the operation of the Service, including Your Content, may be unencrypted and involve (a) transmissions over various networks; (b) changes to conform and adapt to technical requirements of connecting networks or devices and (c) transmission to Seller Shipping’s third party vendors and hosting partners to provide the necessary delivery, storage, fulfillment, hardware, software, networking, and related technology required to operate and maintain the Service. Accordingly, you acknowledge that you bear sole responsibility for adequate security, protection and backup of Your Content. Seller Shipping will have no liability to you for any unauthorized access or use of any of Your Content, or any corruption, deletion, destruction or loss of any of Your Content.
3.6 You shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, server, software, operating system, networking, web servers, long distance and local telephone service (collectively, “Equipment”). You shall be responsible for ensuring that such Equipment is compatible with the Services and complies with all configurations and specifications set forth in Seller Shipping’s published policies then in effect. You shall also be responsible for maintaining the security of the Equipment, your Account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of your Account or the Equipment with or without your knowledge or consent.
3.7 The failure of Seller Shipping to exercise or enforce any right or provision of this TOS shall not be a waiver of that right. You acknowledge that this TOS is a contract between you and Seller Shipping, even though it is electronic and is not physically signed by you and Seller Shipping, and it governs your use of the Service.
3.8 Seller Shipping reserves the right to use your name and/or company name as a reference for marketing or promotional purposes on Seller Shipping’s website and in other communication with existing or potential Seller Shipping customers. To decline Seller Shipping this right send an email to help@sellershipping.co that you do not wish to be used as a reference.
3.9 Subject to the terms hereof, Seller Shipping may (but has no obligation to) provide technical support services through email in accordance with our standard practice.
4. PAYMENT, FEES, AND LIENS
4.1 To the extent the Service or any portion thereof is made available for any fee, you will be required to pay all fees and any additional shipping expenses set forth in our Fee Schedule and provide Seller Shipping information regarding your credit card or a bank account number (for bank to bank transfer with ACH). You represent and warrant to Seller Shipping that such information is true and that you are authorized to use the payment instrument. You will promptly update your account information with any changes (for example, a change in your billing address or credit card expiration date) that may occur. Approximately every one month, Seller Shipping will post an invoice of the fees and charges to your account and/or otherwise make it available to you. You can elect to pay with a credit card or through ACH. Credit card or ACH declines may incur additional charges and/or lead to suspension or termination of Service. Full payment for invoices issued must be received by Seller Shipping thirty (30) days after Seller Shipping’s posting of the invoice, or the Services may be terminated. Unpaid invoices are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection. You shall be responsible for all taxes associated with Services other than U.S. taxes based on Seller Shipping’s net income. If you dispute any charges you must let Seller Shipping know within thirty (30) days after the date that Seller Shipping invoices you.
4.2 You will maintain a current and valid email address at all times so that invoices and invoice notifications are received by you. We recommend that you ensure Seller Shipping emails are whitelisted with your email provider and do not go to your junk or spam folders. Failure to maintain a current email does not absolve your responsibility for payment of invoices by their respective due dates.
4.3 Payment processing for Services are provided by Stripe and are subject to the Stripe Connected Account Agreement, which includes the Stripe Terms of Service (collectively, the “Stripe Service Agreement”) set forth at https://stripe.com/ssa. By agreeing to this Agreement or continuing to operate as a User on the Services, you agree to be bound by the Stripe Service Agreement, as the same may be modified by Stripe from time to time. As a condition of Seller Shipping enabling payment processing Service through Stripe, you agree to provide Seller Shipping accurate and complete information about you and your business, and you authorize Seller Shipping to share it and transaction information (including User Data) related to your use of the payment processing Service provided by Stripe.
4.4 When you use the Services, all charges for the Services and any additional fees payable to Seller Shipping will be immediately charged to the credit card associated with your Stripe account. You agree to pay Seller Shipping the amount that is specified in accordance with this Agreement.
4.5 You agree and acknowledge that Seller Shipping shall maintain a warehouseman’s lien and security interest under the UCC and Kansas state law for all Goods in Seller Shipping’s possession or control, regardless of whether a specific receipt is issued by Seller Shipping, to cover all charges, expenses, costs and Service Fees set forth in this Agreement. Where applicable law requires a receipt, such receipt will be issued through shipping and receiving records as maintained in the Seller Shipping database. This information is made available to you in our customer portal. In the event Seller Shipping is required to exercise its lien or security interest, you shall be responsible for all necessary and reasonable costs incurred by Seller Shipping to enforce the lien or security interest including, but not limited to, reasonable attorney fees. You will execute all agreements and documents so that Seller Shipping may obtain, perfect and maintain its lien rights and security interest in the Goods. You will execute all documentation to permit us to perfect our liens.
4.6 Prior to exercising our warehouseman's lien, you will be given advanced notice of our intent to do the same. If we are required to exercise this lien due to unpaid fees owed to our company, your products will be handled in accordance with Section 10 of this agreement.
4.7 Our current fees are published on the Rate Sheet page. If you require a service not listed on the rate sheet or additional work is required, Seller Shipping will, at our sole discretion, apply the General Labor fee to the work on a per hour basis. We may apply this rate without advanced notice to you for work required to complete your request whether planned or unplanned.
4.8 We reserve the right to change our fees. If we change our fees, we will provide notice of the updated Fee Schedule on the Site or in email to you, at our option, at least 30 days before the change is to take effect.
4.9 At any time, we reserve the right to require a deposit for your Account to cover any fees, shipping expenses or other costs, and we may increase or decrease the required deposit amount in its sole discretion.
5. REPRESENTATIONS AND WARRANTIES
5.1 You represent and warrant to Seller Shipping that (i) you have full power and authority to enter into this Agreement; (ii) you own all of Your Content or have obtained all permissions, releases, rights or licenses required to engage in your posting and other activities (and allow Seller Shipping to perform its obligations) in connection with the Services without obtaining any further releases or consents; (iii) Your Content and other activities in connection with the Service, and Seller Shipping’s exercise of all rights and license granted by you herein, do not and will not violate, infringe, or misappropriate any third party’s copyright, trademark, right of privacy or publicity, or other personal or proprietary right, nor does Your Content contain any matter that is defamatory, obscene, unlawful, threatening, abusive, tortious, offensive or harassing; and (iv) you are eighteen (18) years of age or older.
5.2 You acknowledge that Seller Shipping does not take responsibility for the business decisions that you make and implement through the Service.
6. TERMINATION
6.1 You have the right to terminate your account at any time by sending a cancellation request to help@sellershipping.co. Subject to earlier termination as provided below, Seller Shipping may terminate your Account and this TOS at any time in its sole discretion by providing notice to the administrative email address associated with your Account. Seller Shipping reserves the right to modify or discontinue, temporarily or permanently, the Service (or any part thereof). All of Your Content on the Service (if any) may be permanently deleted by Seller Shipping upon any termination of your account in its sole discretion. However, all accrued rights to payment and the terms of Section 5-14 shall survive termination of this TOS.
7. DISCLAIMER OF WARRANTIES
7.1 The Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Seller Shipping or by third-party providers, or because of other causes beyond our reasonable control. THE SERVICE, INCLUDING THE SITE AND CONTENT, AND ALL SERVER AND NETWORK COMPONENTS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND, AND SELLER SHIPPING EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. YOU ACKNOWLEDGE THAT SELLER SHIPPING DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE OR VIRUS-FREE, NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES, AND NO INFORMATION, ADVICE OR SERVICES OBTAINED BY YOU FROM SELLER SHIPPING OR THROUGH THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS TOS.
8. IMPORT AND CUSTOMS RECORDS
8.1 Seller Shipping is not the Importer of Record nor Merchant of Record for Products stored at or by Seller Shipping. Seller Shipping is not responsible for breakage of items during transit that have been picked and packed by Seller Shipping.
8.2 Any fees associated with importing your products shall not be assigned or billed to Seller Shipping. If such fees are assigned, billed, or invoiced to us, Seller Shipping may, in our sole discretion and without seeking your approval, make payment for such fees to the debtee and add our own 5% surcharge based on the total amount of the fees. The total amount (fee paid by us plus a 5% surcharge) shall be added to your fees owed to us.
9. PRODUCT INSURANCE
9.1. Seller Shipping maintains General Liability insurance which shall not be considered to cover any losses to your products stored within or adjacent to our warehouse, or considered in our custody for the purposes of providing Services.
9.2 You hereby agree that you will, at your sole discretion, maintain insurance coverage for the value of your products stored at our facilities.
9.3 Seller Shipping shall not be held liable for any product loss or loss of revenue caused by an event outside of Seller Shipping’s reasonable control, including: (a) fire, flood, theft, tornado, earthquake, elements of nature or acts of God; (b) wars (declared and undeclared), acts of terrorism, sabotage, riots, civil disorders, rebellions or revolutions.
10. INVENTORY RETURNS AND DISPOSALS
10.1 At any time you may request that units be returned to you or that we dispose of units.
10.2 We may with notice return units to you, including upon termination of these TOS. Returned units will be sent to your designated shipping address. If the designated shipping address we have for you is outdated or incorrect or we cannot make arrangements for you to pay for the return shipment, then the unit(s) will be deemed abandoned and we may elect to dispose of them as appropriate (e.g. by selling, recycling, donating, or destroying it) and retain any proceeds we may receive from the disposal.
10.3 We may dispose of any unsuitable unit (and you will be deemed to have consented to our action) in any of the following circumstances: Immediately if we determine that (a) the unit creates a safety, health, or liability risk to Seller Shipping, our personnel, or any third party; (b) you have engaged in fraudulent or illegal activity; or (c) we have cause to terminate your use of Services with immediate effect and are exposed to liability towards a third party. In addition, you will reimburse us for expenses we incur in connection with any unsuitable units.
10.4 Upon termination of your account, exercising our warehouseman's lien, or upon your request, we will dispose units in our physical custody. Disposal may occur by selling, recycling, donating, or destroying and retaining any proceeds we may receive from the disposal. Title to each disposed unit will transfer to us (or a third party we select) at no cost, free and clear of any liens, claims, security interests or other encumbrances to the extent required to dispose of the unit, and we may retain any proceeds, we may receive from the disposal.
11. COMPENSATION FOR LOST AND DAMAGED ITEMS
11.1 Items lost or damaged while in Seller Shipping's custody will be eligible for an account credit.
11.2 We shall not be responsible for any loss or damage which occurs prior to us taking physical custody, even if that damage is not discovered until after we take custody. Physical custody means that a person in the employ of Seller Shipping has physically taken custoday of an item, it has been verified, and checked into our inventory management system. This does not include items left outside of our building or placed inside an open door of which we have no knowledge by a shipping carrier.
11.3 We shall not be responsible for any loss or damage once a product has left our physical custody. When a product or shipment has been given to a shipping carrier, our responsibility ends regardless of their policies, practicies, tracking activity or lack thereof, or failure to perform their duty.
11.4 For items we discover, either through our own investigation or an investigation requested by you, that have been damaged or lost while in our physical custody, Seller Shipping will provide an account credit to your account with us. This credit may be applied to both past and future amounts owed to our company. The credit amount will be determined solely by Seller Shipping and you agree to provide valid, unaltered documents that we request and which will help us determine the credit amount.
11.5 Account credits are non-transferable and provided in USD currency. Account credits may only be applied to Seller Shipping fees charged to your account. Any account credits remaining when your account is terminated, either by you or by us, will be forfeited. This process is not reversible.
12. INBOUND SHIPMENTS - YOUR OBLIGATIONS
12.1 You represent and warrant to Seller Shipping that (i) you are the legal owner or have lawful possession or control of the products you send to us ("Goods") and have the sole legal right to store and thereafter direct the release and/or delivery of the Goods, (ii) there are no potential health, safety, or environmental hazards associated with the shipment, warehousing, or fulfillment of the Goods tendered to Seller Shipping under this Agreement, (iii) the Goods do not contain any material violating any federal, state, or local law (collectively, “Laws”); and (iv) the Goods do not violate our Prohibited Products policy, found here.
12.2 We may, in our sole discretion, reject Goods that we determine do not meet our policies. If the Goods do not meet the our requirements, you may incur additional fees from us. If we reject the Goods, this may result in a delay or non-shipment, and you agree that we shall not be liable for any loss or damage as a result of such delay or non-shipment.
12.3 You shall provide us, in a digital format through the Seller Shipping dashboard, with bills of lading for the inventory of all inbound shipments of Goods prior to the shipment arriving to Seller Shipping’s facility. All inbound shipments shall be properly labeled and clearly identify the units and quantities of carton, case, or master case.
12.4 You represent and warrant that the information set forth on any shipment or delivery document, including, without limitation, information as to count, weight, description and condition of the Goods, is accurate and complete and may be relied upon by us. If any inbound inventory received is not packed or labeled correctly, it will be subject to delays, during which time storage fees may be incurred.
12.5 If the Goods in such a shipment cannot be identified by us, they may be discarded and we assume no responsibility for any associated losses.
12.6 Goods delivered to us shall be directed to the physical address found on our website with instructions that delivery take place between 9:00am - 4:00pm US Central time, Monday - Friday excluding holidays. Shipments arriving by pallet or container shall be coordinated in advance and we will not be responsible for additional charges incurred if delivery attempts are made outside our given receiving hours noted in this subsection.
13. LIMITATION OF LIABILITY
13.1 UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (WHETHER IN CONTRACT, TORT, OR OTHERWISE) SHALL SELLER SHIPPING BE LIABLE TO YOU OR ANY THIRD PARTY FOR (A) ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST SALES OR BUSINESS, LOST DATA, OR (B) FOR ANY DIRECT DAMAGES, COSTS, LOSSES OR LIABILITIES IN EXCESS OF THE FEES ACTUALLY PAID BY YOU IN THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO YOUR CLAIM OR, IF NO FEES APPLY, ONE HUNDRED ($100) U.S. DOLLARS. THE PROVISIONS OF THIS SECTION ALLOCATE THE RISKS UNDER THIS TOS BETWEEN THE PARTIES, AND THE PARTIES HAVE RELIED ON THESE LIMITATIONS IN DETERMINING WHETHER TO ENTER INTO THIS TOS.
13.2 SELLER SHIPPING’S LIABILITY REFERRED TO IN THIS SECTION SHALL BE YOUR EXCLUSIVE REMEDY AGAINST SELLER SHIPPING FOR ANY CLAIM OR CAUSE OF ACTION WHATSOEVER RELATING TO LOSS, DAMAGE AND/OR DESTRUCTION OF PRODUCTS, UNLESS YOU PROVE BY AFFIRMATIVE EVIDENCE THAT SELLER SHIPPING CONVERTED THE PRODUCTS TO ITS OWN USE. YOU WAIVE ANY RIGHTS TO RELY UPON ANY PRESUMPTION OF CONVERSION IMPOSED BY LAW. IN THE EVENT OF LOSS, DAMAGE OR DESTRUCTION OF PRODUCTS (“INVENTORY LOSS”) FOR WHICH SELLER SHIPPING IS LEGALLY LIABLE, YOU AGREE THAT SELLER SHIPPING’S LIABILITY SHALL BE LIMITED TO $.50 PER POUND FOR SUCH LOST, DAMAGED, AND/OR DESTROYED PRODUCTS. IN NO EVENT WILL SELLER SHIPPING BE LIABLE FOR ANY LOST SALES REVENUE FROM INVENTORY LOSS. SELLER SHIPPING’S MAXIMUM LIABILITY FOR INVENTORY LOSS WILL BE LIMITED TO 5% OF THE TOTAL PRODUCT VALUE (AS DEFINED BELOW) OR ONE MONTH OF THE AVERAGE BILLABLE STORAGE, WHICHEVER IS LOWER.
13.3 Handling physical products could result in loss or damage of Products. We maintain high standards, however occasionally facilities experience concealed shortages, product damages, mislabeled, miss-picked Products and/or cross-shipments. Seller Shipping maintains merchant friendly receiving and product labeling requirements.
13.4 Some states do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, which means that some of the above limitations may not apply to you. IN THESE STATES, SELLER SHIPPING’S LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
14. INDEMNIFICATION
14.1 You shall defend, indemnify, and hold harmless Seller Shipping from and against any claims, actions or demands, including without limitation reasonable legal and accounting fees, arising or resulting from your breach of this TOS, any of Your Content, or your other access, contribution to, use or misuse of the Service. Seller Shipping shall provide notice to you of any such claim, suit or demand. Seller Shipping reserves the right to assume the exclusive defense and control of any matter which is subject to indemnification under this section. In such case, you agree to cooperate with any reasonable requests assisting Seller Shipping’s defense of such matter.
14. U.S. GOVERNMENT MATTERS
15.1 You may not remove or export from the United States or allow the export or re-export of the Services or anything related thereto, or any direct product thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority.
16. ASSIGNMENT
16.1 You may not assign this TOS without the prior written consent of Seller Shipping, but Seller Shipping may assign or transfer this TOS, in whole or in part, without restriction.
17. MISCELLANEOUS
17.1 If any provision of this TOS is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this TOS will otherwise remain in full force and effect and enforceable. Both parties agree that this TOS, together with any Policies and Fee Schedule, 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 this TOS, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this TOS and you do not have any authority of any kind to bind Seller Shipping in any respect whatsoever. In any action or proceeding to enforce rights under this TOS, the prevailing party will be entitled to recover costs and attorneys’ fees. All notices under this TOS will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or email; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested.
18. GOVERNING LAW
18.1 This TOS shall be governed by the laws of the State of Kansas without regard to the principles of conflicts of law. Unless otherwise elected by Seller Shipping in a particular instance, you hereby expressly agree to submit to the exclusive personal jurisdiction of the federal and state courts of the State of Kansas for the purpose of resolving any dispute relating to your access to or use of the Service.
19. PRIVACY
19.1 Please visit our Privacy Policy to understand how Seller Shipping collects and uses personal information.
20. FORCE MAJEURE
20.1 Seller Shipping will not be liable for any default or delay in the performance of any of its obligations under this TOS if and to the extent such default or delay is caused, directly or indirectly, by an event outside of Seller Shipping’s reasonable control, including: (a) fire, flood, earthquake, elements of nature or acts of God; (b) wars (declared and undeclared), acts of terrorism, sabotage, riots, civil disorders, rebellions or revolutions; (c) extraordinary malfunction of third-party Internet infrastructure, data centers or related systems or (d) acts of any governmental authority with respect to any of the foregoing. Without limiting the foregoing, Seller Shipping’s failure to perform, or delay in performing, its responsibilities under this TOS will be excused if and to the extent that the cause of such non-performance or delay is: (i) the failure of you or your personnel to materially perform their obligations under this TOS; (ii) any act performed or omitted by Seller Shipping or Seller Shipping personnel at the request of you; (iii) any act performed by you or your personnel to the extent that such act was not otherwise agreed to by the parties; or (iv) system failure caused by a malicious third-party technical attack causing a sudden, unplanned increase in network activity above the threshold capacity of Seller Shipping systems.