is a binding agreement between You (“End User” or “You”) and
Ship.Cars USA, LLC (the “Company”). This Agreement governs your use of Dashboard
available via third parties, including Apple, Inc.’s “App Store” or Google,
Inc.’s “Google Play” store (collectively, the “Third-Party Outlets”),
including all related documentation, (collectively, the “Application”).
The Application is licensed, not sold, to you.
By downloading, installing, registering for, or using the Application
(including when you check the relevant box upon being presented with this
Agreement and/or upon first creating an Account in the Application), You (I)
acknowledge that you have read and understand this Agreement; (II) represent
that you are 18 years of age or older; (III) accept this agreement (including
the limitations of liability, disclaimers, indemnification, obligations,
arbitrations provisions and the Privacy Notice, available at https://ship.cars/privacy-policy-mobile,
which is hereby incorporated herein), (IV) that downloading, installing,
registering for or use of the Application by You and/or Your employees,
independent contractors and/or agents shall constitute Your Agreement to be
legally bound by the Agreement’s Terms; (V) if you are an employee, independent
contractor and/or agent of a carrier company or brokerage, you hereby warrant
and represent that You have the authority to bind such employer to this
Agreement; (VI) if you are an employee, independent contractor and/or agent of
a carrier company or brokerage, you hereby acknowledge that the account you
create and/or use is not for your personal use but rather is assigned to the
carrier company or brokerage for its use consistent with these Terms and may be
updated or changed by the carrier company or brokerage pursuant to these Terms,
and (VII) if you do not agree to these Terms, do not download, install,
register for or use the Application as taking said actions shall be viewed as
your acceptance of these Terms.
You and the Company acknowledge that this Agreement is between you and
the Company only, and not with a Third-Party Outlet. The Company, and not the
Third-Party Outlets, is solely responsible for the Application and the content
thereof. None of the Third-Party Outlets are a party to this Agreement. The
Third-Party Outlets are not sponsors to, nor in any ways affiliated with any
of, the Company’s promotions or the Content and Services.
You and the Company acknowledge that the Third-Party Outlets have no
obligation whatsoever to furnish any maintenance and support services with
respect to the Application.
You and the Company acknowledge that the Company, and not the
Third-Party Outlet, is responsible for addressing any claims of the End User or
any third party relating to the Application, including, but not limited to: (i)
product liability claims; (ii) any claim that the Application fails to conform
to any applicable legal or regulatory requirement; and (iii) claims arising
under consumer protection or similar legislation.
You acknowledge and agree that it is Your sole responsibility to obtain
the consent of your Customer/s/ for the use of electronic documents, including
but not limited to, Electronic Bills of Lading (EBOL or EBOLs).
You understand that Ship.Cars does not warrant that the customer consent
provided for by the Application will satisfy the requirements of applicable
Federal, State and Municipal laws and regulations governing the use of
electronic documents. It is Your responsibility to ensure that the consent
obtained by Your customer’s meets those requirements.
You acknowledge that the Application is a
neutral venue where customers may meet; as such SHIP.CARS has no control over
the quality, safety, or legal aspects of the transactions that may take place
and You certify:
For the Application services:
You are a bona fide shipper, freight
broker, 3PL, freight forwarder, intermodal or rail company or motor carrier of
a legal age to operate and to enter into an agreement of this nature.
You shall maintain appropriate authority
and will cease immediately to use the Application if for any reason You no
longer maintain such authority.
You will not represent yourselves as
operating under the authority of any company without express permission from
You will not attempt to broker freight
without proper legal authority.
You will not enter into any transaction
to transport freight without the appropriate carrier authority and/or outside
the geographic bounds of your carrier authority. You must be authorized as an
interstate carrier to use the Application in any way that involves interstate
transport. If you are an intrastate carrier only, you are permitted to use the
Application only as your authority permits.
You will not enter into any transaction
to transport freight without the appropriate level of bond as well as any
required insurance coverage.
You will not enter into any transaction
to transport freight on equipment that fails to meet any applicable Federal,
State or municipal law or regulations.
You may not enter into any transaction to
transport any items or cargo forbidden by Federal, State or municipal law or
That your use of the Application is
solely for your commercial purposes related to your movement of freight or
other services offered by SHIP.CARS on the Application and that You shall not
reproduce, republish, resell, or distribute such information in any format, in
whole or in part, for sale or commercial use by third parties.
Your access or use of the Application is
not for the purpose of competing with SHIP.CARS with respect to the services
offered on the Application. You agree any violation shall create irreparable
harm for which SHIP.CARS is also entitled to compensation.
That without prior written permission of
SHIP.CARS, You will not allow non-registered users access to the Application
and will never provide your password to any non-registered user, nor will You
share any information from the Application with any non-authorized users. It is
a violation of these Terms & Conditions to share your login.
You shall not and may not resell or
assign your rights or obligations under these Terms & Conditions.
You shall conduct your business in an
ethical manner and shall not engage in any illegal, deceptive, misleading or
Use of any import/export capability to
transfer SHIP.CARS or the Application information from your computer system
shall be restricted to one or more identified computers located at the
address(es) noted on your service agreement, and shall not be distributed to
any other location(s). Unless otherwise stated, all information downloaded or
exported from the Application is intended for use by You or the employee
performing the download and shall not be distributed to any other users or
All seats provided under your office
subscription are for use by your employees or agents located at the physical
address listed on your subscription agreement. If desired, your employees may
download a second copy of the application on a home computer for temporary or
occasional use for company business. Your subscription does not cover your
employees or agents that are employed at a different location from the one
listed on your subscription agreement. A separate subscription is required for
each business location used by your agents and employees.
Job aggregators are not allowed to post
jobs on the Application and You agree such access may be terminated at any
You agree that any violation of the above
warranties may result in immediate termination of your registration and access
to the Application. Furthermore, SHIP.CARS reserves the right to assert and
pursue any and all remedies available to it under applicable Federal, State and
Municipal law or regulations. You shall be responsible for all legal costs,
expenses and fees incurred by SHIP.CARS in the pursuit of such remedies,
including without limitation, reasonable attorney fees.
The Application is not intended or designed to attract children under
the age of 13. We do not collect personally identifiable information from any
person we actually know is a child under the age of 13. If you are under the
age of 13, do not use or provide any information on the Application or on or
through any of its features, register on the Application, or provide any
information about yourself to us, including your name, address, telephone
number, e-mail address, and any screen name or username you may use. If we
learn we have collected or received personal information from a child under the
age of 13 without verification of parental consent, we will delete that
information. If you believe we might have any information from or about a child
under the age of 13, please contact us by sending us an e-mail stating your
request to firstname.lastname@example.org.
Accessing the Application and Security.
We reserve the right to withdraw or amend this Application, as well as
any service or material we provide on the Application, in our sole discretion
without notice. We will not be liable if for any reason all or any part of the
Application is unavailable at any time or for any period.
You are responsible for the following:
Making all arrangements necessary for you to have access to the
Ensuring that all persons who access the Application through your
comply with them.
To access the Application or some of the resources it offers, you may be
asked to provide certain registration details or other information. It is a
condition of your use of the Application that all the information you provide
on the Application is correct, current, and complete. You agree that all information
you provide to register with this Application or otherwise, including but not
limited to the use of any interactive features on the Application, is governed
consent to all actions we may take with respect to your information consistent
with our Privacy Notice.
We have the right to suspend the Application or your access to the
Application at any time in our sole discretion for any or no reason, including
Subject to the terms of this Agreement, and strictly in accordance with
this Agreement and the terms and conditions applicable to such Content and
Services as set forth in Section 6 the Company grants you a limited,
non-exclusive, and nontransferable license to:
download, install, and use the Application for your use on a single
mobile device owned or otherwise controlled or leased to you (“Mobile Device”)
strictly in accordance with the Application’s documentation; and
access, stream, download, and use on such Mobile Device the Content and
Services (as defined in Section 6 made available in or otherwise
accessible through the Application.
Each of the following License Restrictions
shall survive any termination of Your agreement(s). You shall not:
copy the Application, except as expressly permitted by this license;
modify, translate, adapt, or otherwise create derivative works or
improvements, whether or not patentable, of the Application;
reverse engineer, disassemble, decompile, decode, or otherwise attempt
to derive or gain access to the source code of the Application or any part
remove, delete, alter, or obscure any trademarks or any copyright,
trademark, patent, or other intellectual property or proprietary rights notices
from the Application, including any copy thereof;
rent, lease, lend, sell, sublicense, assign, distribute, publish,
transfer, or otherwise make available the Application, or any features or
functionality of the Application, to any third party for any reason (except
with respect to pick-up and delivery contacts as directed by the in-app prompts
while completing electronic proof of delivery documentation), including by
making the Application available on a network where it is capable of being
accessed by more than one device at any time;
remove, disable, circumvent, or otherwise create or implement any
workaround to any copy protection, rights management, or security features in
or protecting the Application;
use SHIP.CARS’ and/or the Application’s
rate information or any other proprietary product information to develop a
competitive lane rate product;
provide SHIP.CARS and/or the Application
rate or product/service information to any company considered by SHIP.CARS to
be a competitor; or
attempt to mine or replicate the rate
database without the express written permission of SHIP.CARS.
Reservation of Rights.
You acknowledge and agree that the Application is provided under
license, and not sold, to you. You do not acquire any ownership interest in the
Application under this Agreement, or any other rights thereto other than to use
the Application in accordance with the license granted, and subject to all
terms, conditions, and restrictions, under this Agreement. The Company and its
licensors and service providers reserve and shall retain their entire right,
title, and interest in and to the Application, including all copyrights,
trademarks, patent rights, database rights, moral rights and other intellectual
property rights therein or relating thereto, except as expressly granted to you
in this Agreement (hereinafter, the “Protected Data.”). The Protected Data
shall include but is not limited to the design, layout, look, appearance,
organization, compilation of the content, code, data, materials, software,
audio, photographs, artwork, text forms and graphics of the Application.
Reproduction of the Protected Data in any form without express permission is
strictly prohibited. Nothing contained on the Application or any other service
provided by SHIP.CARS should be construed as granting, directly or by
implication, any license or right to use any trademark without the written
permission of SHIP.CARS or that of any third-party rights holder. Your misuse
of any trademark is strictly prohibited. If You would like to license the use
of any of SHIP.CARS’ trademarks or have questions regarding trademarks, please
Furthermore, SHIP.CARS may disclose to
You, or You may otherwise learn of or discover, our documents, business
practices, object code, source code, management styles, day-to-day business
operations, capabilities, systems, current and future strategies, marketing
information, financial information, software technologies, processes,
procedures, methods and applications, or other aspects of our business
including but not limited to such information gained through Your use of the
Application (“Our Information”). You hereby agree and acknowledge that any and
all of Our Information is confidential and shall be our sole and exclusive
intellectual property and proprietary information. You agree to use Our
Information only for the specific purposes as allowed by these Terms &
Conditions. Any disclosure of Our Information to a third-party, specifically
including but not limited to a direct competitor, is strictly prohibited and
will be vigorously challenged in a court of law. All obligations contained herein
shall survive the termination of this agreement. Furthermore, You acknowledge
that Our Information is proprietary, confidential and extremely valuable to us,
and that we would be materially damaged by your disclosure of Our Information.
You acknowledge and agree that monetary damages provide an insufficient remedy
for the breach of this confidentiality obligation, and that we shall be
entitled to injunctive relief.
Your agreement to the provisions
contained within this Reservation of Rights shall survive any termination of
Collection and Use of Your Information.
You acknowledge that when you download, install, register for, use, or
submit information (including photographs) to the Application, the Company may
use third-party services that may use automatic means (including, for example,
cookies and web beacons) to collect information about your Mobile Device and
about your use of the Application. You also may be required to provide certain
information about yourself as a condition to downloading, installing,
registering for, or using the Application or certain of its features or
functionality, and the Application may provide you with opportunities to share
information about yourself with others, including our affiliates and service providers,
as well as the relevant carrier, broker and shipper for any particular order.
The Application uses location-based services in order to perform many of its
primary functions. You hereby consent to the collection, transmission and use
of your location data by the Application as further described in the Privacy
Notice. All information we collect through or in connection with this
Application is subject to our Privacy Notice available at https://ship.cars/privacy-policy-mobile.
By downloading, installing, using, and providing information to or through this
Application, you consent to all actions taken by us with respect to your
information in compliance with the Privacy Notice.
Content and Services.
The Application may provide products and services, certain features,
functionality, and content accessible on or through the Application
(collectively, “Content and Services”). Your access to and use of such
Content and Services are governed by this Agreement and the Privacy Notice. The
End User may enter information or data and may transmit photos or other
materials in connection with the End Users’ use of the Application. (“Application Data”). You agree that the Company is and shall
remain the sole and exclusive over of all right, title, and interest in and to
the Application Data, including all intellectual property rights therein. In
furtherance of the foregoing, you hereby do:
immediately on its creation, assign, transfer, and otherwise convey to
the Company, irrevocably and in perpetuity, throughout the universe, all right,
title, and interest in and to such Application Data, including all intellectual
property rights therein;
irrevocably waive any and all claims you may now or hereafter have in
any jurisdiction to so-called “moral rights” or rights of droit moral with
respect to the Application Data; and
take all appropriate action and execute and deliver all documents,
necessary or reasonably requested by the Company to effectuate this Section 6
or otherwise as may be necessary for the Company to prosecute, register,
perfect, or record its rights in or to any Application Data or any intellectual
property right therein.
You hereby appoint the Company as your attorney-in-fact with full
irrevocable power and authority to take any such actions and execute any such
documents if you refuse or, within a period deemed reasonable by the Company,
otherwise fail to do so.
The Application, Content and Services are based in the United States and
provided for access and use only by persons located in the United States. You
acknowledge that you may not be able to access all or some of the Content and
Services outside of the United States and that access thereto may not be legal
by certain persons or in certain countries. If you access the Content and
Services from outside the United States, You are solely responsible for
compliance with local laws. You also agree that you will comply with all
applicable laws, domestic or foreign, including but not limited to the laws and
regulations concerning import and export of goods, the Foreign Corrupt
Practices Act and other laws prohibiting bribery, nondiscrimination, forced or
involuntary labor, and equal opportunity in employment.
The Company may from time to time in its sole discretion develop and provide
Application updates, which may include changes, upgrades, bug fixes, patches,
other error corrections, and/or new features (collectively, including related
documentation, “Updates”). Updates may also modify or delete in their entirety
certain features and functionality. All changes are effective immediately when
posted by the Company, and apply to all access to and use of the Application
thereafter. You agree that the Company has no obligation to provide any Updates
or to continue to provide or enable any particular features or functionality.
Based on your Mobile Device settings, when your Mobile Device is connected to
the internet either: (a) the Application will automatically download and
install all available Updates; or (b) you may receive notice of or be prompted
to download and install available Updates.
You shall promptly download and install all Updates and acknowledge and
agree that the Application or portions thereof may not properly operate should
you fail to do so. You further agree that all Updates will be deemed part of
the Application and be subject to all terms and conditions of this Agreement.
You acknowledge that You are expected to check this page each time you
access the Application so that you are aware of any changes, as they are
binding upon you. Your continued use of the Application, Content and Services
will be deemed Your acceptance of any changes to these Terms.
The Application may rely upon, display, include, or make available
third-party content (including data, information, applications, and other
products, services, and/or materials) or provide links to third-party websites
or services, including through third-party advertising (“Third-Party
Materials”). You acknowledge and agree that the Company is not responsible for
Third-Party Materials, including their accuracy, completeness, timeliness,
validity, copyright compliance, legality, decency, quality, or any other aspect
thereof. The Company does not assume and will not have any liability or responsibility
to you or any other person or entity for any Third-Party Materials. Third-Party
Materials and links thereto are provided solely as a convenience to you, and
you access and use them entirely at your own risk and subject to such third
parties’ terms and conditions.
Term and Termination.
The term of this Agreement commences when you download the Application
and will continue in effect until terminated by you or the Company as set forth
in this Section 10.
You may terminate this Agreement with thirty (30) days advance notice to
SHIP.CARS to terminate your Account. Upon the expiration of said thirty-day
notice period You shall then delete the Application and all copies thereof from
your Mobile Device.
The Company may terminate this Agreement and/or Your access to the
Application at any time without notice for any reason including but not limited
to if it ceases to support the Application, which the Company may do in its
sole discretion. In addition, this Agreement will terminate immediately and
automatically without any notice if you violate any of the terms and conditions
of this Agreement. SHIP.CARS may deny or cancel your Account with the
Application immediately at its sole discretion if complaints are received.
Upon termination, (i) all rights granted to you under this Agreement
will also terminate; and (ii) you must cease all use of the Application and
delete all copies of the Application from your Mobile Device and account.
Termination will not limit any of the Company’s rights or remedies at
law or in equity. Furthermore, any payment obligations incurred by You pursuant
to this Agreement or through Your use of the Application may survive
The Company reserves the right to:
Take any action with respect to any use of the Application that we deem
necessary or appropriate in our sole discretion, including if we believe that
or other right of any person or entity, threatens the personal safety of users
of the Application or the public or that could create liability for the
Disclose your identity or other information about you to any third party
who claims that material posted by you violates their rights, including their
intellectual property rights or their right to privacy.
Take appropriate legal action, including without limitation, referral to
law enforcement, for any illegal or unauthorized use of the Application.
Without limiting the foregoing, we have the right to fully cooperate
with any law enforcement authorities or court order requesting or directing us
to disclose the identity or other information of anyone accessing the
Application. You waive and hold harmless the Company and its affiliates,
licensees, licensors, and service providers from any claims resulting from any
action taken by the Company during or as a result of its investigations and
from any action taken as a consequence of investigations by either the Company
or law enforcement authorities.
Disclaimer of Warranties.
The Application is provided to You “As Is” and with
all faults and defects without warranty of any kind. You understand that we
cannot and do not guarantee or warrant that files available for downloading
from the Internet or the Website will be free of viruses or other destructive
code. You are responsible for implementing sufficient procedures and
checkpoints to satisfy your particular requirements for anti-virus protection
and accuracy of data input and output, and for maintaining a means external to
the Website for any reconstruction of any lost data. To the maximum extent
permitted under applicable law. The Company, on its own behalf and on behalf of
its affiliates and its and their respective licensors and service providers,
expressly disclaims all warranties, whether express, implied, statutory, or
otherwise, with respect to the Application, including but not limited to any
functions of the Application relating to use of any geotagging, geo-location,
global positioning system/s/ (“GPS”) and all implied
warranties of merchantability, fitness for a particular purpose, title, and
non-infringement, and warranties that may arise out of course of dealing,
course of performance, usage, or trade practice. Without limitation to the
foregoing, the Company provides no warranty or undertaking, and makes not
representation of any kind that the Application will meet Your requirements,
achieve any intended results, be compatible, or work with any other software,
applications, systems of services, operate without interruption, meet any
performance or reliability standards or be error-free, or that errors or
defects can or will be corrected.
SHIP.CARS shall not be liable for any
direct, special, indirect, incidental, consequential, exemplary,
extra-contractual, or punitive damages of any kind whatsoever, including,
without limitation, lost revenues or lost profits, which may or does result
from the use of, access to, or inability to use the Application, the content,
or the products or services connected therewith, regardless of legal theory,
whether or not any party had been advised of the possibility or probability of
such damages, and even if the remedies otherwise available fail their essential
You acknowledge that SHIP.CARS' sole
obligation and exclusive responsibility in the event of material and continuing
non-conformity, defect or error in the Application shall be to take reasonable
corrective actions upon discovery of the problem. SHIP.CARS’ liability is
limited to the fullest extent permitted by law. In no event shall SHIP.CARS
and/or its third-party information provider’s cumulative liability under this
Agreement exceed the total fees paid by You to SHIP.CARS during the preceding
SHIP.CARS presents information in many
ways; most often on our websites; always as a service to You. Our goal is to
provide the most accurate information available in our complex and constantly
changing transportation marketplace. While we endeavor to be as accurate and
timely as possible, we make no warranty or guarantee concerning accuracy,
reliability, completeness, or suitability, and provide all information,
including but not limited to information generated from GPS data, AS IS. Use of
the Application is at your own risk. SHIP.CARS endeavors to keep this information
as updated as possible, however, You are responsible for verifying the accuracy
of all information input by you into the Application and of all information
provided to you by the Application. You must make your own determination as to
safety, authority and/or business practices. SHIP.CARS provides the Application
as a venue for carriers, brokers, freight forwarders, shippers, dealers and
manufacturers or other entities to meet in order to offer sell and buy
services. SHIP.CARS is not involved in the actual transaction between buyer and
seller. While SHIP.CARS may help facilitate, it has no control over and does
not guarantee safety or legality. By using the Application, You agree that it
is your sole responsibility, as a user of the Application, to check the
credentials, including but not limited to the safety/authority record, of any
party introduced to You by the Application.
To access the Application, You must
register for an Account (“Account”) with Ship.Cars. You agree to provide true,
accurate and complete information as prompted by the registration form and all
forms You access in our site or receive directly from a SHIP.CARS
representative, and You agree to update this information to maintain its
truthfulness, accuracy, and completeness. By subscribing to the
Application, You authorize SHIP.CARS to include data about You in the
Application’s internal directory and also in the directories of related
services provided by SHIP.CARS. This data may include publicly available data
about you or your company such as your name, address, contact information, DOT
profile (if any) as well as any other data You have provided SHIP.CARS or the
Application about your company and operations.
You acknowledge that the Application allows you to make your own
independent evaluations as to the condition of any vehicle or cargo. Any
contract or agreement for vehicle transport that you may enter into by
accessing the Application, is solely between you and the applicable carrier,
broker, dealer, freight forwarder, shipper, dealer, manufacturer or other
entity. The Company has no monitoring, enforcement or other obligations or
responsibilities in relation to compliance with such industry and professional
standards. The Company provides the Application merely as a means of
facilitating electronic proof of delivery documentation and electronic
invoicing. You acknowledge that if you disable certain functionalities of the
Application including geotagging and/or location services, the Application will
not function as intended. Furthermore, disabling such functionalities could
conflict with your obligations to your respective carrier. You are responsible
for, and will indemnify and hold the Company harmless from and against, any
claims arising out of your responsibilities or failure to comply with
obligations imposed on you by your carrier, industry and professional
standards, or your failure to enable the Application as intended.
SHIP.CARS assumes no responsibility for whether You or other users abide
by all applicable industry and professional standards, including, without
pick-up and delivery of vehicles within the agreed-upon windows of time
and at the agreed-upon price (and to the extent you arrange delivery directly
with the customer, including alternative arrangements, you are solely
responsible for any liability in connection with such alternative arrangements,
and you shall indemnify and hold the Company harmless from and against any
claims or losses arising therefrom);
prompt notification to all appropriate parties of unexpected delays in
the pick-up or delivery of vehicles;
handling of vehicles so as to avoid any personal injury or damage to the
providing to appropriate parties with a completed and signed bill of
lading/vehicle condition form upon delivery of the vehicles;
Adherence and compliance with any and all Federal, State and Municipal
rules and regulations governing the use of electronic documents;
handling of damage claims in a fair and responsive manner;
interaction with all parties in a professional and courteous manner;
maintenance of adequate insurance coverage and applicable licenses and
bonds at all times; and
compliance with all applicable laws, rules and regulations.
The Application may refer to some
services or programs that are not available to You without specifically
identifying the reason that the service of program is not available. Reference
to such services or programs by the Application does not imply that SHIP.CARS
intends to offer such services or programs to all users or locations.
The Application may provide
certain services that are available to You via your mobile phone or other
mobile device if You have subscribed to them, including the ability to use your
mobile device to receive and reply to messages from the Application and/or
SHIP.CARS and to access certain other features (collectively, the "Mobile
Services"). Your mobile carrier's normal messaging, data, and other rates
and fees may apply to your use of the Mobile Services and SHIP.CARS does not
assume any responsibility for any such rates and/or fees. In addition,
downloading, installing, or using certain Mobile Services may be prohibited or
restricted by your mobile carrier, and not all Mobile Services may work with
all carriers or devices. Therefore, You are responsible for checking with your
mobile carrier to determine if the Mobile Services are available for your
mobile devices, what restrictions, if any, may be applicable to your use of the
Mobile Services and how much they will cost You. By using the Mobile Services,
You agree that the Application and/or SHIP.CARS may communicate with You by
SMS, MMS or other electronic means to your mobile device and that certain
information about your usage of the Mobile Services may be communicated to SHIP.CARS.
In the event You change or deactivate your mobile telephone number, You agree
to promptly update your mobile subscription account information with us to
ensure that the messages SHIP.CARS intends to send to You are not sent to
another entity who acquires such mobile telephone number.
SHIP.CARS may, from time to time, monitor
or review discussions, chats, blogs, forums, social media postings,
transmissions, bulletin boards, and the like on the Application or other
services. You understand and agree that SHIP.CARS is under no obligation
to do so and assumes no responsibility or liability arising from the content of
any such locations nor for any error, defamation, libel, slander, omission,
falsehood, obscenity, pornography, profanity, danger, or inaccuracy contained
in any information contained within such locations on the Application. You are
prohibited from posting or transmitting any unlawful, threatening, libelous,
defamatory, obscene, scandalous, inflammatory, pornographic, or profane
material or any material that could constitute or encourage conduct that could
be considered a criminal offense, give rise to civil liability, or otherwise
violate any law. SHIP.CARS will fully cooperate with any law enforcement
authorities or court order requesting or directing SHIP.CARS to disclose the
identity of anyone posting any such information or materials. SHIP.CARS
reserves the right to remove messages or material posted by You, as a user of
the Application, to message boards or other areas, at its sole discretion. By
submitting messages and/or materials to the Application, You agree to
indemnify, defend and hold harmless SHIP.CARS from all damages, costs and
expenses, including reasonable attorneys' fees and costs arising out of all
claims, challenges or actions, including claims for infringement, libel and
slander, related to your submission.
restrict or inhibit any other user from using and enjoying the
Application or the Application’s services;
are fraudulent, unlawful, threatening, abusive, harassing, libelous,
defamatory, obscene, vulgar, offensive, pornographic, profane, sexually
explicit or indecent;
constitute or encourage conduct that would constitute a criminal
offense, give rise to civil liability or otherwise violate any local, state,
national or international law;
violate, plagiarize or infringe the rights of third-parties including,
without limitation, copyright, trademark, trade secret, confidentiality,
contract, patent, rights of privacy or publicity or any other proprietary right;
contain a virus, spyware, or other harmful component;
contain embedded links, advertising, chain letters or pyramid schemes of
any kind; or
constitute or contain false or misleading indications of origin,
endorsement or statements of fact.
For the purpose of exploiting, harming or attempting to exploit or harm
minors in any way by exposing them to inappropriate content, asking for
personally identifiable information or otherwise.
Use the Application in any manner that could disable, overburden,
damage, or impair the Application or interfere with any other party’s use of
the Application, including its ability to engage in real-time activities
through the Application.
Use any robot, spider, or other automatic device, process, or means to
access the Application for any purpose, including monitoring or copying any of
the material on the Application.
Use any manual process to monitor or copy any of the material on the
Application or for any other unauthorized purpose without our prior written
Use any device, software, or routine that interferes with the proper
working of the Application.
Introduce any viruses, trojan horses, worms, logic bombs, or other
material that is malicious or technologically harmful.
Attempt to gain unauthorized access to, interfere with, damage, or
disrupt any parts of the Application, the server on which the Application is
stored, or any server, computer, or database connected to the Application.
Attack the Application via a denial-of-service attack or a distributed
Otherwise attempt to interfere with the proper working of the
Modify copies of any materials from the Application.
Make any use of any illustrations, photographs, video, or audio
sequences or any graphics or text from the Application for any purposes other
than electronic proof of delivery services or as otherwise expressly
Delete or alter any copyright, trademark, or other proprietary rights
notices from copies of materials from the Application.
Access or use for any commercial purposes any part of the Application or
any services or materials available through the Application.
You further agree not to impersonate any other person or entity, whether
actual or fictitious, including anyone from SHIP.CARS. You also may not offer
to buy or sell any product or service on or through your comments submitted to
our forums. You alone are responsible for the content and consequences of any
of your activities.
The Application includes an email invoicing function whereby an electronic
invoice is generated and emailed to the Shipper upon proof of delivery.
Invoices are generated from data you have provided to the Application. You
acknowledge that any errors in the content of said invoices is Your sole
responsibility and not that of SHIP.CARS. You further acknowledge that this
invoicing function is for Your convenience only and SHIP.CARS assumes no
responsibility for invoicing or other financial transactions between You and
any Third-Parties, including any disputes that may arise from Your generating
your own invoices while the automatic invoicing function is active or Your
failure to generate invoices should You choose to deactivate the automatic
invoicing function. The automatic invoicing function is activated for your
Account by default but may be deactivated by You in the “Company Profile” and
may also be deactivated by Ship.Cars at Ship.Cars’ sole discretion at any time.
Limitation of Liability.
To the fullest extent permitted by applicable law, in no event will the
Company or its affiliates, or any of its or their respective licensors or
service providers, have any liability arising from or related to Your use of or
inability to use the Application or the content and Services for:
Personal injury, property damage, lost profits, cost of substitute goods
or services, loss of data, loss of goodwill, business interruption, computer
failure or malfunction, or any other consequential, incidental, indirect,
exemplary, special or punitive damages.
Direct damages in amounts that in the aggregate exceed (other than as
may be required by applicable law in cases involving personal injury) the
amount of fifty dollars ($50.00).
The foregoing limitations will apply whether such damages arise out of
breach of contract, tort (including negligence), or otherwise and regardless of
whether such damages were foreseeable or the Company was advised of the
possibility of such damages.
You agree to indemnify, defend, and hold harmless the Company, its
affiliates, and its and their officers, directors, employees, agents,
successors, and assigns from and against any and all losses, damages,
liabilities, deficiencies, claims, actions, judgments, settlements, interest,
awards, penalties, fines, costs, or expenses of whatever kind, including
reasonable attorneys’ fees, arising from or relating to your use or misuse of
the Application or your breach of this Agreement, including but not limited to
the content you submit or make available through this Application. You and the
Company acknowledge that in the event of any third-party claim that the
Application or the End User’s possession and use of the Application infringes
that third party’s intellectual property rights, the Company, and not the
Third-Party Outlet, will be solely responsible for the investigation, defense,
settlement and discharge of any such intellectual property infringement claim.
The Application may be subject to U.S. export control laws, including
the U.S. Export Administration Act and its associated regulations. You
represent and warrant:
you are not located in a country that is subject to a U.S. government
embargo, or that has been designated by the U.S. government as a “terrorist
you are not listed on any U.S. government list of prohibited or
restricted parties. You shall not, directly or indirectly, export, re-export,
or release the Application to, or make the Application accessible from, any
jurisdiction or country to which export, re-export, or release is prohibited by
law, rule, or regulation; and
You shall comply with all applicable federal laws, regulations, and
rules, and complete all required undertakings (including obtaining any
necessary export license or other governmental approval), prior to exporting,
re-exporting, releasing, or otherwise making the Application available outside
US Government Rights.
The Application is commercial computer software, as such term is defined
in 48 C.F.R. §2.101. Accordingly, if you are an agency of the U.S. Government
or any contractor therefor, you receive only those rights with respect to the
Application as are granted to all other end users under license, in accordance
with (a) 48 C.F.R. §227.7201 through 48 C.F.R. §227.7204, with respect to the
Department of Defense and their contractors, or (b) 48 C.F.R. §12.212, with
respect to all other U.S. Government licensees and their contractors.
If any provision of this Agreement is contrary to law or otherwise
unenforceable under any applicable laws or regulations, the remainder of the
provision will be amended to achieve as closely as possible the effect of the
original term and all other provisions of this Agreement will continue in full
force and effect.
Governing Law and Dispute Resolution.
This Agreement is governed by and construed in accordance with the
internal laws of the State of Illinois without giving effect to any choice or
conflict of law provision or rule.
The Parties further agree that all actions or proceedings arising in
connection with this Agreement shall be litigated in the state or federal court
located in Cook County, Illinois. Each party waives any right it may have to
assert the doctrine of forum non conveniens or to otherwise object to venue
with respect to any action or proceeding brought pursuant to this paragraph.
The Parties further agree to submit themselves to the personal jurisdiction of
any court or tribunal authorized by this Paragraph. Notwithstanding the
foregoing and at the Company’s sole discretion, disputes may also be resolved
by submission to the American Arbitration Association using its Commercial
Any cause of action or claim you may have arising out of or relating to
after the cause of action accrues; otherwise, such cause of action or claim is
Any cause or action or claim you may have arising out of or relating to
this Agreement or the Application must be commenced within one (1) year after
the cause of action accrues. Otherwise, such cause of action or claim is
permanently barred. Any and all disputes related to billing must be presented
to SHIP.CARS within thirty (30) days of the invoice date. Direct all inquiries
to SHIP.CARS at (844) 522-7744, or by e-mail to email@example.com. In the event SHIP.CARS retains legal counsel to
enforce this agreement it shall be entitled to receive attorney’s fees,
including fees on appeal, whether or not suit or action is commenced.
This Agreement, our Privacy Notice and any updates thereto constitute
the entire agreement between you and the Company with respect to the
Application and supersede all prior or contemporaneous understandings and
agreements, whether written or oral, with respect to the Application. SHIP.CARS may, from time to time, at our sole
discretion, make changes to certain of the Terms & Conditions. Notification
of any changes will be highlighted on the Application and/or the SHIP.CARS
website (“Site”), or any successor site explicitly designated. Said
Site, or successor site shall be accessible via a link entitled SHIP.CARS Terms
& Conditions, in advance of any such change. You agree that Your continued
use of the Application after any changes shall constitute your agreement.
SHIP.CARS reserves the right (1) to modify, discontinue or suspend any aspect
of the Application or Site at any time, and (2) to impose
limitations/restriction or restrict access to our Service without notice or
No failure to exercise, and no delay in exercising, on the part of
either party, any right or any power hereunder shall operate as a waiver
thereof, nor shall any single or partial exercise of any right or power
hereunder preclude further exercise of that or any other right hereunder. In
the event of a conflict between this Agreement and any applicable purchase or
other terms, the terms of this Agreement shall govern.
Any End User questions, complaints, or claims with respect to the
Application should be directed to the Company at the contact information below:
Ship.Cars USA, LLC
1105 N. Market Street, Suite 1300
Wilmington, DE 19801
Telephone: (844) 522-7744.
Email Address: firstname.lastname@example.org
Third Party Beneficiaries.
You and the Company acknowledge and agree that the Third-Party Outlets
and each of their subsidiaries, are third party beneficiaries of this
Agreement, and that upon the End User’s acceptance of this Agreement, each
Third-Party Outlet will have the right (and will be deemed to have accepted the
right) to enforce this Agreement against you as a third-party beneficiary
If you wish to report a concern regarding
these Terms & Conditions, have any questions or need assistance unrelated
to the operation of the Application, please contact SHIP.CARS via email at email@example.com,
or by telephone at (844) 522-7744.