Thank you for selecting the Services offered by ExactShip, LLC or its Affiliates (referred to as "ExactShip", "we", "our", or "us") on this website. Please review these Terms of Service ("Agreement") thoroughly. This Agreement is a legal agreement between you and ExactShip. By clicking "I AGREE," indicating acceptance electronically, accessing or using the Services, you agree to these terms. If you do not agree to this Agreement, then do not indicate acceptance of the Agreement, and do not use the Services.
1. AGREEMENT
1.1 This Agreement describes the terms governing your use of the ExactShip online services provided to you on this website, including content, updates and new releases, (collectively, the "Services"). It includes by reference:
- ExactShip's Privacy Statement available on this website or provided to you in writing for the Services you selected.
- Additional Terms and Conditions for the Services that you have selected, including from third parties.
- Any terms provided separately to you for the Services, including for example, web or email product or program terms, ordering, activation, pricing and payment terms, if applicable, for the Services.
1.2 An "Affiliate" means all ExactShip companies and subsidiaries that directly or indirectly, control or are controlled by ExactShip, or are under the common control with ExactShip. As used in this Agreement, control means equity ownership of fifty percent (50%) or greater interest in the voting shares held by an entity.
2. YOUR RIGHTS TO USE THE SERVICES AND RESTRICTIONS
2.1 The Services are protected by copyright, trade secret, and other intellectual property laws. You are only granted the right to use the Services, and ExactShip reserves all rights of ownership in the Services not granted to you in writing here. As long as you meet any applicable payment obligations and comply with this Agreement, ExactShip grants to you a personal, limited, nonexclusive, nontransferable right to use the Services that is valid only for the period of use provided in the ordering and activation terms, and only for the purposes described by ExactShip on the website for the Services.
2.2 You agree not to use the Services or content on this website in a manner that violates any applicable law, regulation or this Agreement. For example, unless authorized by ExactShip in writing, you agree you will not:
- Provide access to or give any part of the Services to any third party.
- Reproduce, duplicate, copy, deconstruct, sell, trade or resell the Services.
- Attempt to access any other ExactShip systems that are not part of these Services.
- Excessively overload the ExactShip systems used to provide the Services.
If you violate any of these terms, this Agreement and your right to use the Services may be terminated by ExactShip in its sole discretion.
3. PAYMENT. For Services offered on a payment or subscription basis, the following terms apply, unless ExactShip notifies you otherwise in writing. This Agreement also incorporates by reference and includes program ordering and payment terms provided to you on the website for the Services:
a. Payments will be billed to you in U.S. dollars, and your account will be debited when you subscribe and provide your payment information, unless stated otherwise in the program ordering or payment terms on the website for the Services.
b. You must pay with one of the following:
1. A valid credit card acceptable to ExactShip;
2. A valid debit card acceptable to ExactShip;
3. Sufficient funds in a checking or savings account to cover an electronic debit of the payment due; or
4. By another payment option ExactShip provides to you in writing.
c. If your payment and registration information is not accurate, current, and complete and you do not notify us promptly when such information changes, we may suspend or terminate your account and refuse any use of the Services.
d. ExactShip will automatically renew your monthly or annual Services at the current rates, unless the Services are cancelled or terminated under this Agreement.
e. ExactShip will charge your card with any additional charges that are incurred from the carrier after a package is shipped. This includes but is not limited to incorrect address charges, incorrect weights or dimensions, etc.
f. Refunds for voided US Postal Service shipments will be held for a minimum of ten (10) business days and will only be refunded after the Postal Service verifies the shipping label(s) were not used.
g. A one dollar per month inactivity fee will be assessed on pre-paid accounts with no activity.
h. Additional cancellation or renewal terms may be provided to you on the website for the Services.
4. TRIAL PERIOD. If you registered for a trial use of the Services ("Trial Period"), you must decide to purchase the Services within the Trial Period in order to retain any Content (defined in Section 6) that you have posted or uploaded during the Trial Period. If you do not purchase the Services by the end of the Trial Period, your Content will no longer be available to you, and ExactShip will not be responsible for any of it. To be very clear, after using the Services during the trial period, if you decide not to purchase the full version of the Services, you will not be able to access or retrieve any of the data you added/created during the trial. Test data created during or after the trial period will be periodically purged from the system.
5. YOUR PRIVACY AND PERSONAL INFORMATION. You can view ExactShip’s Privacy Statement on the website, or via a link on the website for the Services you have selected. You agree to be bound by the applicable ExactShip Privacy Statement, subject to change in accordance with its terms. Most importantly, you agree:
- To ExactShip maintaining your data according to the ExactShip Privacy Statement, as part of the Services.
- To give ExactShip permission to aggregate your uploaded, non-personally identifiable account data with that of other users of the Service. By way of example, this means that ExactShip may use that aggregated data to improve services, design promotions, or provide ways for you to compare business practices with other users.
6. CONTENT
6.1 You are responsible for your content. You are legally responsible for all information, data, text, software, music, sound, photographs, graphics, video, messages or other materials ("Content") uploaded, posted or stored through your use of the Services. You grant ExactShip a worldwide, royalty-free, non-exclusive license to host and use the Content in order to provide you with the Services. You agree not use the Services for any illegal purpose or in violation of any applicable local, state, federal or international law. You are encouraged to archive your Content regularly and frequently. You are responsible for any Content that may be lost or unrecoverable through your use of the Services. You must provide all required and appropriate warnings, information and disclosure. You agree that you will not use the Services to share, store, or in any way distribute financial data that is not in accordance with the law. Any users suspected of having information which involves fraud, embezzlement, money laundering, insider trading, support for terrorism, or any other activity proscribed by law may have their accounts terminated, their financial data erased, and they also may be reported to law enforcement officials in the appropriate jurisdictions. ExactShip is not responsible for the Content or data you submit on the website.
You agree not to use the Services to upload, post, distribute, link to, publish, reproduce, engage in or transmit any of the following, including but not limited to:
a. Illegal, fraudulent, libelous, defamatory, obscene, pornographic, profane, threatening, abusive, hateful, harassing , offensive, inappropriate or objectionable information or communications of any kind, including without limitation conduct that would encourage or constitute an attack or "flaming" others, or criminal or civil liability under any local, state, federal or foreign law;
b. Content or data that would impersonate someone else or falsely represent your identity or qualifications, or that constitutes a breach of any individual’s privacy, including posting images about children or any third party without their consent (or a parent's consent in the case of a minor);
c. Except as otherwise permitted by ExactShip in writing, advertisements, solicitations, investment opportunities, chain letters, pyramid schemes, other unsolicited commercial communication or engage in spamming or flooding;
d. Virus, trojan horse, worm or other disruptive or harmful software or data; and
e. Any information, software or Content which is not legally yours and may be protected by copyright or other proprietary right, or derivative works, without permission from the copyright owner or intellectual property rights owner.
6.2 Community forums. The Services may include a community forum to exchange information with other users of the Services and the public. Please use respect when you interact with other users. ExactShip does not support and is not responsible for the accuracy of others’ content in these community forums. Do not reveal information in the community forum that you do not want to make public. Users may post hypertext links to content hosted and maintained by third parties for which ExactShip is not responsible.
6.3 ExactShip may freely use feedback you provide. You agree that ExactShip may use your feedback, suggestions, or ideas in any way, including in future modifications of the Services, other products or services, advertising or marketing materials. You grant ExactShip a perpetual, worldwide, fully transferable, sublicensable, non-revocable, fully paid-up, royalty free license to use the feedback you provide to ExactShip in any way.
6.4 ExactShip may monitor your content from time to time. ExactShip may, but has no obligation to, monitor content on the Services. We may disclose any information necessary or appropriate to satisfy our legal obligations, protect ExactShip or its customers, or operate the Services properly. ExactShip, in its sole discretion, may refuse to post, remove, or refuse to remove, any Content, in whole or in part, alleged to be unacceptable, undesirable, inappropriate, or in violation of this Agreement.
7. ADDITIONAL TERMS YOU AGREE TO
7.1 ExactShip does not give professional advice. ExactShip is not in the business of providing legal, financial, import, export or other professional services or advice. Consult the services of a competent professional when you need this type of assistance.
7.2 We may tell you about other ExactShip services. You may be offered other services, features, products, applications, online communities, or promotions provided by ExactShip ("ExactShip Services"). If you decide to use any of these ExactShip Services, additional terms and conditions and separate fees may apply. You acknowledge that in accessing some ExactShip Services you may upload or enter data from your account(s) such as names, addresses and phone numbers and shipments among others, to the Internet. You grant ExactShip permission to use information about your business and experience to help us to provide the ExactShip Services to you, including updating and maintaining your data, addressing errors or service interruptions, and enhancing the types of data and services ExactShip may provide to you in the future. You grant ExactShip permission to combine your business data, if any, with that of others in a way that does not identify you or any individual personally. We may use this data to improve services and to compare business practices with other company standards. We may use your data to create, market or promote new ExactShip offerings to you and others. You also grant ExactShip permission to share or publish summary results relating to research data and to distribute or license such data to third parties.
7.3 We may tell you about third party products or services. Subject to the ExactShip Privacy Statement, you may be offered products or services by third parties who are not affiliated with ExactShip ("Third Party Products") or the Services may contain links to third party websites ("Third Party Sites") and you agree that ExactShip can use your contact information, including name and address, for the purpose of offering these products to you. If you decide to use any Third Party Products or access any Third Party Sites, you are responsible for reviewing the third party’s separate product terms, website terms and privacy policies. You agree that the third parties, and not ExactShip, are responsible for their product’s performance and the content on their websites. ExactShip is not affiliated with these Third Party Products or Third Party Sites and has no liability for them.
7.4 You will track your passwords and accept updates. You are responsible for securely managing your password(s) for access to the Services. If you become aware of any unauthorized access to your Services account, theft or loss of your password, you agree to contact ExactShip as soon as possible. The Services may periodically be updated with tools, utilities, improvements, third party applications, or general updates to improve and enhance the features and performance of the Services. You agree to receive these updates automatically as part of the Services.
8. DISCLAIMER OF WARRANTIES
8.1 YOUR USE OF THE SERVICES, SOFTWARE, AND CONTENT IS ENTIRELY AT YOUR OWN RISK. EXCEPT AS DESCRIBED IN THIS AGREEMENT, THE SERVICES ARE PROVIDED "AS IS." TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EXACTSHIP, ITS AFFILIATES, AND ITS THIRD PARTY SERVICE OR DATA PROVIDERS, LICENSORS, DISTRIBUTORS OR SUPPLIERS (COLLECTIVELY REFERRED TO AS, "SUPPLIERS") DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY THAT THE SERVICES ARE FIT FOR A PARTICULAR PURPOSE, TITLE, MERCHANTABILITY, DATA LOSS, NON-INTERFERENCE WITH OR NON-INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS, OR THE ACCURACY, RELIABILITY, QUALITY OR CONTENT IN OR LINKED TO THE SERVICES. EXACTSHIP AND ITS AFFILIATES AND SUPPLIERS DO NOT WARRANT THAT THE SERVICES ARE SECURE, FREE FROM BUGS, VIRUSES, INTERRUPTION, ERRORS, THEFT OR DESTRUCTION. IF THE EXCLUSIONS FOR IMPLIED WARRANTIES DO NOT APPLY TO YOU, ANY IMPLIED WARRANTIES ARE LIMITED TO 60 DAYS FROM THE DATE OF PURCHASE OR DELIVERY OF THE SERVICES, WHICHEVER IS SOONER.
8.2 EXACTSHIP AND ITS AFFILIATES AND SUPPLIERS DISCLAIM ANY REPRESENTATIONS OR WARRANTIES THAT YOUR USE OF THE SERVICES WILL SATISFY OR ENSURE COMPLIANCE WITH ANY LEGAL OBLIGATIONS OR LAWS OR REGULATIONS. THIS DISCLAIMER APPLIES TO BUT IS NOT LIMITED TO THE HEALTH INSURANCE PORTABILITY AND ACCOUNTABILITY ACT OF 1996 ("HIPAA"), THE GRAMM-LEACH-BLILEY ACT OF 1999, THE SARBANES-OXLEY ACT OF 2002, OR OTHER FEDERAL OR STATE STATUTES OR REGULATIONS. YOU ARE SOLELY RESPONSIBLE FOR ENSURING THAT YOUR USE OF THE SERVICES IS IN ACCORDANCE WITH APPLICABLE LAW.
9. LIMITATION OF LIABILITY AND INDEMNITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE ENTIRE LIABILITY OF EXACTSHIP, AND ITS AFFILIATES AND SUPPLIERS FOR ALL MATTERS OR CLAIMS RELATING TO THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT YOU PAID FOR THE SERVICES DURING THE NINETY (90) DAYS PRIOR TO SUCH CLAIM. SUBJECT TO APPLICABLE LAW, EXACTSHIP AND ITS AFFILIATES AND SUPPLIERS ARE NOT LIABLE FOR ANY OF THE FOLLOWING: (A) INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES; (B) DAMAGES RELATING TO FAILURES OF TELECOMMUNICATIONS, THE INTERNET, ELECTRONIC COMMUNICATIONS, CORRUPTION, SECURITY, LOSS OR THEFT OF DATA, VIRUSES, SPYWARE, LOSS OF BUSINESS, REVENUE, PROFITS OR INVESTMENT, OR USE OF SOFTWARE OR HARDWARE THAT DOES NOT MEET EXACTSHIP SYSTEMS REQUIREMENTS. THE ABOVE LIMITATIONS APPLY EVEN IF EXACTSHIP AND ITS AFFILIATES AND SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS AGREEMENT SETS FORTH THE ENTIRE LIABILITY OF EXACTSHIP, ITS AFFILIATES AND YOUR EXCLUSIVE REMEDY WITH RESPECT TO THE SERVICES AND ITS USE.
You agree to indemnify and hold ExactShip and its Affiliates and Suppliers harmless from any and all claims, liability and expenses, including reasonable attorneys' fees and costs, arising out of your use of the Services or breach of this Agreement (collectively referred to as "Claims"). ExactShip reserves the right, in its sole discretion and at its own expense, to assume the exclusive defense and control of any Claims. You agree to reasonably cooperate as requested by ExactShip in the defense of any Claims.
10. CHANGES TO THIS AGREEMENT OR THE SERVICES. We may change this Agreement from time to time, and the changes will be effective when posted on our website for the Services or when we notify you by other means. Please review the Agreement periodically on this website for changes. We have the right to change any of the terms of this Agreement upon reasonable notice to you. We may also change or discontinue the Services, in whole or in part, including but not limited to, the Internet based services, pricing, technical support options, and other product-related policies. Your continued use of the Services after ExactShip posts or otherwise notifies you of any changes indicates your agreement to the changes.
11. TERMINATION. ExactShip may immediately and without notice terminate this Agreement or suspend the Services provided to you, if you fail to comply with these terms or if you no longer agree to receive electronic communications (see Section 7.4). Upon termination you must immediately stop using the Services and any outstanding payments will become due. Any termination of this Agreement shall not affect ExactShip’s rights to any payments due to it. ExactShip may terminate a free account at any time. Other requirements regarding termination or cancellation of the Services may apply based on the specific ordering terms for the Services provided to you. Sections 1.2, 5, 8 through 16 will survive and remain in effect even if the Agreement is terminated, cancelled or rescinded.
12. CANCELLATION. You may cancel your account or any part of the Services at any time. ExactShip charges a $10.00 (10) dollar cancellation fee for pre-paid accounts. If there is currently less than $10.00 (10) dollars in the pre-paid account the cancellation fee will be reduced to the amount currently in the account. The remaining balance of your account (if any) will be refunded back to your credit card after thirty (30) Days from your last shipment. To cancel your subscription go into the Control Panel of the Outlook Shipper, then click on the ‘Close Acct/Request Refund’ link in the Account Control group or navigate to ‘https://app.outlookshipper.com/webapp/closeaccount.aspx’ and enter your account information. ExactShip reserves the right to collect fees, surcharges or costs incurred before you cancel your account in addition to the applicable cancellation fee(s). Upon termination of your account for any reason, ExactShip reserves the right to:
(a) collect all charges, fees, commitments and obligations incurred or accrued by you;
(b) delete any of your Content, listings, messages or other information in connection with your Account;
(c) prohibit your access to your Account, including without limitation by deactivating your password.
13. EXPORT RESTRICTIONS. You acknowledge that this website, the Services, and the underlying software may include U.S. technical data subject to restrictions under export control laws and regulations administered by the United States government. You agree that you will comply with these laws and regulations, and will not export or re-export the Services, or any part of the Services, in violation of these laws and regulations, directly or indirectly. You also agree not to provide access to any part of the Services to anyone who you have reason to know may use the Services in the development of nuclear, chemical, or biological weapons.
14. GOVERNING LAW AND JURISDICTION. Wisconsin state law governs this Agreement without regard to its conflicts of law provisions. To resolve any legal dispute arising from this Agreement, you and ExactShip agree to the exclusive jurisdiction of state courts in Milwaukee County, Wisconsin U.S.A. or federal court for the state of Wisconsin. ExactShip does not represent that information on the website for the Services is appropriate or available for use in all countries. ExactShip prohibits accessing materials from countries or states where contents are illegal. You are accessing this website on your own initiative and you are responsible for compliance with all applicable laws.
15. LANGUAGE. Any translation of this Agreement is done for local requirements and in the event of a dispute between the English and any non-English version, the English version of this Agreement shall govern. The parties hereby confirm that they have requested that this Agreement and all related documents be drafted in English. Les parties ont exigé que le présent contrat et tous les documents connexes soient rédigés en anglais.
16. GENERAL. This Agreement is the entire agreement between you and ExactShip and replaces all prior understandings, communications and agreements, oral or written, regarding its subject matter. This Agreement may be modified only by a written amendment signed by the parties or as provided in this Agreement in Section 10 above. If any court of law, having the jurisdiction, rules that any part of this Agreement is invalid, that section will be removed without affecting the remainder of the Agreement. The remaining terms will be valid and enforceable. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement. You cannot assign or transfer ownership of this Agreement to anyone without the prior written approval of ExactShip. However, ExactShip may assign or transfer it without your consent to (a) an Affiliate, (b) another company through a sale of assets by ExactShip or (c) a successor by merger. Any assignment in violation of this Section shall be void. If you want to request a transfer of this Agreement or if your company is acquired by or merged into another company, contact ExactShip via an email to: support@exactship.com.
April 2010