Términos y condiciones

1. Definitions. Unless defined elsewhere in this Agreement, capitalized terms set out in the Agreement are defined as set forth in Appendix A.

2. Applicable Terms and Acceptance; Registration; Description of Services.

2.1 Terms. ShipBob provides Services to you through our Site and the ShipBob Platform. In addition to these Terms of Service, the provision of Services is subject to the Policies and the Pricing and Billing Policies (collectively, the “Policies”), all of which are incorporated herein by reference (collectively, the “Agreement”). If there is any conflict between the Terms of Service and the Policies, the Terms of Service shall take precedence. In this Agreement, the terms “including” and “include”, or any similar expression, shall not limit the meaning of what follows.

2.2 ACCEPTANCE. BY REGISTERING FOR AN ACCOUNT OR BY USING THE SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, ACCEPTED AND AGREED TO, AND HAVE THE LEGAL CAPACITY AND AUTHORITY TO AGREE TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE TO THIS AGREEMENT, YOU ARE NOT PERMITTED TO USE THE SERVICES OR THE SHIPBOB PLATFORM. THE TERMS OF YOUR ORDER SHALL NOT MODIFY THIS AGREEMENT.

2.3 Changes to the Terms of Service and/or the Policies. ShipBob may modify this Agreement. ShipBob may give notice to you of any modifications, however, it is your responsibility to regularly review this Agreement. Any Order that you submit after the effective date of the modifications will be subject to the modified Agreement. If any change to the Terms of Service or Policies is unacceptable to you, you have a right to terminate the Agreement in accordance with Clause 14 of these Terms of Service.

2.4 Registration. You must register for an Account in order for ShipBob to provide the Services. As part of the registration process, you will create an administrative username and password for your Account on the ShipBob Platform, and you may create additional standard users (each with a user password). By registering for an Account, you confirm that you are the minimum age legally required to register for accounts of the nature of an Account and use our Services in your jurisdiction of residence and each jurisdiction in which you use our Services. To complete the registration for your Account, you must provide us with:

• Your full legal name;
• The company’s legal name;
• The company’s trade or fictitious name (doing business as), if any;
• The company’s tax number or identifier (if applicable);
• Business address of the company’s headquarters, head office or principal place of business;
• A valid phone number;
• A valid business email address;
• Countries where the business is incorporated or registered to do business;
• Identifying information for any parent company or ultimate beneficial owner of >10% of the company; and,
• Any other information indicated as required by ShipBob.

ShipBob reserves the right to periodically require further information from you, and to require you to verify or update your information. If you fail to provide such further information in a timely manner or do not comply with the other requirements set out in this Clause 2 within fifteen (15) days, ShipBob may reject your application for an Account or suspend or terminate the Services and this Agreement until ShipBob has received and verified the requested information.

2.5 Description of Services. ShipBob’s services (the “Services”) include: (a) providing technology solutions to support the receipt, counting, storage, picking and packing (“fulfillment”) of Goods pursuant to your Orders by ShipBob or third party fulfillment or warehouse providers (“SFN Providers”) using ShipBob’s WMS at ShipBob and SFN Provider facilities (collectively, “ShipBob Facilities”); (b) providing technology solutions to support the shipment of the Goods by Carriers; (c) providing access to the ShipBob Platform; and (d) providing all data, reports, text, images, sounds, video, and content (including any offline reports, pricing matrices, or other content made available to you through any of the foregoing), including, in each case, all modifications of or updates to such material.

3. Access to the Services; Your Content; Account Security.

3.1 Access to the Services and Software License. Any Software made available to you by ShipBob in connection with the Services, including the ShipBob Platform, contains ShipBob’s Intellectual Property and confidential information that is protected by applicable intellectual property laws and this Agreement. ShipBob grants you a non-transferable, non-sublicensable and non-exclusive right and license (“License”) to use the Software solely in connection with the Services during the term of this Agreement, provided that you shall not (and shall not allow any third party to) copy, modify, publish, distribute, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code or sell, assign, license, sublicense, or otherwise attempt to transfer any right in any Software. You agree not to access the Services by any means other than through the interface that is provided by ShipBob. Any rights not expressly granted herein are reserved.  ShipBob does not license or grant the right to use any trademark of ShipBob or any third party. The License may be terminated immediately if you fail to comply with this Clause 3.1 or any other term of this Agreement, or if ShipBob, acting reasonably, forms the view that there is a risk that you have not complied with this Clause 3.1, or any other provision of this Agreement, and shall, in any event, terminate upon the termination or expiration of this Agreement.

3.2 Your Content. You are solely responsible for all data, information, feedback, suggestions, text, content, and other materials, including Personally Identifiable Information, that you upload, post, deliver, provide, transmit, or otherwise make available to ShipBob in connection with your use of the Services (including material you upload to the ShipBob Platform) (“Your Content”). You agree that ShipBob shall not be liable for any delay, loss, damage or costs as a result of any inaccuracy in Your Content, including Personal Information. You retain all rights, title and interest in and to Your Content, other than the limited rights expressly granted to ShipBob in this Agreement and/or as reasonably needed to carry out the Services. ShipBob has the right, but not the obligation, to monitor Your Content. You further agree that, if the Content is not compliant with this Agreement (including any Policies), ShipBob may remove or disable Your Content at any time. You confirm, warrant and represent that you own all of Your Content and/or have obtained all such permissions, releases, rights, or licenses as are required to enable you to engage in your posting and all other activities associated with the Services, for ShipBob to Process Your Content and for ShipBob to perform its obligations and exercise its rights under this Agreement. You further confirm, warrant and represent that Your Content does not, and will not, violate, infringe or misappropriate any third party’s Intellectual Property or privacy rights, and that Your Content does not contain any material that is defamatory, obscene, violent, threatening, abusive, tortious, offensive, harassing or otherwise unlawful.

3.3 Use and Modification of Your Content. You grant ShipBob a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, fully paid, sublicensable, and transferable right and license to access, collect, copy, use, store, host, transmit, modify, distribute, display, disclose, and otherwise process (“Process”) Your Content: (a) to the extent necessary to provide the Services pursuant to the Agreement; (b) in connection with internal operations and functions, including operational analytics and reporting, financial reporting and analysis, product or Service improvement or development, audit functions, and archival purposes; (c) to communicate with you about the Services or ShipBob’s other products and services; and (d) on an aggregate and anonymous basis for marketing and other lawful purposes.

3.4 Personal Information. To the extent ShipBob Processes Your Content that constitutes Personal Information in the provision of the Services to you, ShipBob and you will comply with the obligations set forth in ShipBob’s Data Processing Agreement (“DPA”), which is found here and is incorporated into this Agreement by reference. ShipBob will process such Personal Information in accordance with the DPA.

3.5 Account Confidentiality. You are solely responsible for maintaining the confidentiality of your login, password, Your Content and Account, and for all activities that occur under your login or Account, except to the extent a failure to maintain confidentiality or any activity conducted under your login or Account is caused by ShipBob or its employees. For support purposes, designated ShipBob employees have the ability to access your Account. This access includes but is not limited to production data, including Personal Information,within the dashboard and data storage locations. This access is audited on a regular basis as a part of ShipBob’s internal audit processes.

3.6 Security Acknowledgement. You understand that the operation of the Services, including Your Content, may be unencrypted and transmitted over various networks, changed to conform and adapt to technical requirements of connecting networks or devices, and transmitted to ShipBob’s third-party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to operate and maintain the Services. Accordingly, you acknowledge that you bear sole responsibility for adequate security, protection, and backup of Your Content. Unless and to the extent that it was directly caused by ShipBob’s negligence, ShipBob shall not be liable for unauthorized access to or use of Your Content, or any corruption, deletion, destruction, or loss of any of Your Content.

3.7 Maintenance and Security of Equipment. You shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including hardware, software, network and telephone services. You shall also be responsible for maintaining the security of your equipment and ancillary services, your Account, passwords (including administrative and user passwords), files and for all uses of your Account or your equipment and ancillary services.

4. Merchant Obligations and Warranties.

4.1 Use of Services. Subject to the terms and conditions of this Agreement, you may access and use the Services only for lawful purposes. All rights, title, and interest in and to the Services (including all Intellectual Property relating to the Services and in the ShipBob Platform) will remain with and belong exclusively to ShipBob. You shall not: (a) sublicense, resell, rent, lease, transfer, assign, timeshare, or otherwise commercially exploit or make the Services available to any third party; (b) use the Services 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, security or performance of the Services; (c) allow any unauthorized person to access your ShipBob Account; or (d) modify, adapt, or hack the ShipBob Platform, or otherwise attempt to gain unauthorized access to the ShipBob Platform, or related systems and networks. You shall comply with any codes of conduct, policies, or other reasonable notices ShipBob provides to you or publishes in connection with the Services, and you shall promptly notify ShipBob if you learn of a potential security or privacy breach related to the Services. To the extent applicable to the Services, as defined in FAR section 2.101, the software and documentation installed by ShipBob on your equipment (if applicable) are “commercial items” and according to DFAR section 252.227 7014(a)(1) and (5) are deemed to be “commercial computer software” and “commercial computer software documentation.” Consistent with DFAR section 227.7202 and FAR section 12.212, any use, modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of this Agreement and will be prohibited except to the extent expressly permitted by the terms of this Agreement.

4.2 International Trade Compliance Representations. You represent and warrant that neither you nor any of your agents or customers are (a) located, organized, or resident in any country or territory that is subject to comprehensive U.S. trade sanctions (including as of the date of updating these Terms of Service, Belarus, Cuba, Iran, North Korea, Russia, Syria, and the Crimea, Donetsk, and Luhansk regions of Ukraine); (b) a person or entity named on the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”) List of Specially Designated Nationals and Blocked Persons (the “SDN List”) or any comparable list of sanctioned parties issued by the United States, United Kingdom, or European Union; (c) acting on behalf of any sanctioned person or entity; or (d) owned or controlled by any sanctioned person or entity. You further represent that you do not have any business or financial dealings (directly or indirectly) in any sanctioned country or territory or with any sanctioned person or entity. You agree to comply with all applicable international trade laws and regulations, including without limitation the U.S. Export Administration Regulations, UK Export Control Order (2008), the EU Dual Use Regulation (EC Regulation No. 428/2009), and trade and economic sanctions administered by the United Kingdom, the European Union, and the United States (collectively, “Trade Laws”). You understand and acknowledge that you are responsible for your own compliance with all applicable Trade Laws. You agree that you will not use the Services to export, directly or indirectly, any items to any destination, entity, or person unless authorized under applicable Trade Laws, and you will not cause ShipBob to directly or indirectly violate any Trade Laws. You will promptly notify ShipBob if you become aware that you are in breach of the representations in this provision. In the event of actual or suspected noncompliance with such regulations you further agree that ShipBob may immediately suspend any and all Services to you, and that ShipBob shall have no liability for shipments which are canceled or otherwise suspended due to actual or suspected noncompliance with these regulations.

4.3 Shipping and Legal Requirements. It is your expressly assumed obligation to ensure that your documentation and the instructions you provide (or are required to provide under this Agreement or pursuant to applicable law) specifically, separately, and correctly addresses any Legal Requirements (as defined below in this Clause 4.3) related to your Goods and the shipping requirements applicable to such Goods. The term “Legal Requirements” shall mean all present and future laws, statutes, ordinances, requirements, orders, directions, rules, and regulations of any kind or nature, whether statutory or common law, including all environmental and safety laws, customs, GST and VAT laws and regulations issued or enforced by any federal, state, provincial, or local authority or agency, which govern or apply in any way to your Goods or Goods provided by you or the shipping requirements applicable to such Goods that arise under this Agreement. To the extent there are Legal Requirements or requirements for storage or handling related to any Goods that are the subject of an Order and about which ShipBob must know and with which it must comply in order to properly perform the Services or otherwise meet its obligations under and pursuant to this Agreement, you shall make ShipBob aware of any and all such Legal Requirements in writing prior to you requiring Services to which such Legal Requirements apply; and in respect of new Legal Requirements introduced after you register for an Account, no less than sixty (60) days prior to the enactment of such Legal Requirements, particularly to the extent such Legal Requirements relate specifically to the safeguarding, receiving, storing, and handling of the Goods. If compliance with any Legal Requirement(s) prevents ShipBob from performing the Services, or materially increases ShipBob’s costs in performing such Services, ShipBob may choose to suspend performance of the Services without liability to you, or be reimbursed for any additional costs associated with compliance or resulting from non-compliance. Additionally, if at any time while performing Services for you, ShipBob becomes aware of your failure to comply with any Legal Requirements, ShipBob may either immediately suspend Services until such non-compliance is rectified or terminate this Agreement by notice with immediate effect.

4.4 Your Goods. You represent, warrant, and covenant that: (a) you have the legal power to enter into and perform your obligations under this Agreement and the person binding you to this Agreement on your behalf has been duly authorized to do so; (b) you are the legal owner of the Goods, including any underlying Intellectual Property rights, and/or have lawful possession of the Goods and have the sole legal right to store and thereafter direct the release and/or delivery of the Goods; (c) there are no potential health, safety, or environmental hazards associated with the Goods or with performance of the Services in relation to the Goods; (d) the Goods are not mislabeled, misbranded, adulterated (including adulteration by any insect or other hazardous infestation); (e) the information set forth on any shipment or delivery document, including information as to count, weight, description, and condition of the Goods, is accurate and complete and may be relied upon by ShipBob; (f) the Goods do not comprise any items which are prohibited by the applicable Prohibited and Restricted Items Policy for the region in which the Goods will be received, stored or shipped; (g) the Goods are in compliance with ShipBob’s Dangerous Goods / HAZMAT Policy; (h) your activities related to the promotion, sale, and distribution of the Goods comply with all applicable laws; and (i) your Goods do not violate the Policies or any applicable laws (including but not limited to the 1938 Food, Drug and Cosmetic Act (as amended) enforced by the U.S. Food and Drug Administration, the Therapeutic Goods Act (1989) (Cth) and Regulations and the Therapeutic Goods Administration, the Food Standards Australia New Zealand Act (1991) (Cth), Food Standards Australia New Zealand (FSANZ), laws enforced by the European Medicines Agency or the European Food Safety Authority, or laws enforced in the UK relating to the relevant Goods concerned, if applicable), nor do they contain or comprise of any of the following: (i) products that exploit or abuse children, including images or depictions of child abuse or sexual abuse, or that present children in a sexual manner; (ii) products that promote hate, violence, or discrimination against people based on race, ethnicity, color, national origin, religion, age, gender, sexual orientation, disability, medical condition, or veteran status; (iii) products that contravene, or that facilitate, or promote activities that contravene, the laws or regulations of the jurisdictions in which you operate or do business or to which your product is to be shipped or stored, including the jurisdictions in which our warehouses are holding any of your products in inventory; (iv) products that infringe or may infringe on the patent, copyright, trademark, or other Intellectual Property rights or privacy rights of others; (v) products which contain or which are intended to transmit viruses or other malware or which are designed or intended to illegally or in an unauthorized manner gain entry to, harm, or disrupt the data or operation of our or a third party’s computing devices, networks, systems, infrastructure, or the like; (vi) products that contain personally identifiable information or confidential information, such as, but not limited to, credit card numbers, confidential national ID numbers, account passwords, medical records, employment records or the like, unless you comply with the DPA and have prior written consent from the person to whom the information belongs or who is otherwise authorized to provide such consent; (vii) products that promote self-harm; or (viii) products that imply or promote support or funding of, or membership in, a terrorist organization.