uShip User Agreement
You agree to and understand the following in its entirety:
This Agreement is effective on September 17th, 2003 for all users.
The legal entity You are entering into this Agreement with is uShip, Zekeringstraat 21B, 1014 BM, Amsterdam, NL (collectively, “uShip”). If you reside in the United States then the entity in which You are legally entering into this Agreement with is uShip, Inc., a Delaware Corporation, located at 205 E Riverside Dr, Austin, TX, 78704, USA.
Please note that Section 32 of this User Agreement contains an arbitration clause and class action waiver that governs how claims against uShip can be brought by you as a user. By agreeing to the terms of this User Agreement, you acknowledge and agree to submit all claims you have against uShip through final binding individual arbitration and you waive any right to participate in class actions, class arbitrations, or representative actions.
Payment processing services for Customers and Service Providers on our Platform are provided by Stripe and are subject to the Stripe Connected Account Agreement, which includes the Stripe Terms of Service (collectively, the “Stripe Services Agreement”). By agreeing to this uShip User Agreement, You agree to be bound by the Stripe Services Agreement, as the same may be modified by Stripe from time to time. As a condition of uShip enabling payment processing services through Stripe, You agree to provide uShip with accurate and complete information about You and Your business, and you authorize uShip to share it and transaction information related to Your use of the payment processing services provided by Stripe.
uShip does not guarantee any pricing, delivery, logistics, or other terms of business between you and other users of uShip’s Services. uShip does not provide any comprehensive guarantees regarding use of its Services, and our Services are not a substitute for thoughtfulness and awareness when engaging in business with other users. We at uShip are not responsible for any losses, damages, or injuries that may result from your choice to engage in, or business you transact with another user of our Services. If you do not agree with the foregoing, please do not use our Services.
1. License and Acceptable Use. The uShip Services contain copyrighted material, inventions, know-how, potential patentable business method material, design logos, phrases, names, logos or applications, and code ("Intellectual Property Content") all of which, unless otherwise indicated and/or provided pursuant to a third party license, are our sole property and we retain all appurtenant rights, interests, and title thereto. We also claim ownership rights under the copyright and trademark laws with regard to the "look", "feel", "appearance", and "graphic function" of our Services including but not limited to its color combinations, sounds, layouts, and designs. You agree and acknowledge that your use of the uShip Services does not confer upon You any license or permission to use our (or any third party's) Intellectual Property Content. You shall not reproduce, reverse engineer modify, display, sell, or distribute the Intellectual Property Content, or use it in any other way for public or commercial purpose. All other trademarks, service marks, and copyrights are held by their rightful owners. uShip grants to you a non-exclusive, non-transferable (except as permitted below), worldwide limited license to make use of the uShip Services. This license does not include any resale of uShip Services, or its contents. You may not collect and/or use any delivery listings, descriptions, or prices for any reason. You may not engage in: any derivative use of any uShip Service or its contents; any downloading or copying of account information; or any use of data mining, robots, or similar data gathering and extraction tools. All rights not expressly granted to You in this User Agreement are reserved and retained by uShip or its licensors, suppliers, users, rightsholders, or other content providers. No uShip Service, nor any part of any uShip Service, may be reproduced, duplicated, copied, sold, resold, visited, or otherwise exploited for any commercial purpose without express written consent of uShip. You may not misuse the uShip Services. You may use the uShip Services only as permitted by law.
Customer. A person or company that arranges to have goods transported on their own behalf by any type of conveyance. The customer might be the consignee (recipient of the delivery) or the consignor (sender of the delivery), or a 3rd party that is neither. On uShip customers may be referred to as the “Shipping Customer” or “Delivery Customer” or “Booking Party”.
Transportation Service Provider (TSP). Any party, person, agent or courier that provides freight (or passenger) transportation and related services to a customer or agency. For the transportation of goods, this includes transporters, brokers, freight forwarders, and third party logistics providers. On uShip, Transportation Service Providers may be referred to as “service provider”.
Transporter/Carrier. A person or company who provides transportation of goods (or passengers) for compensation.
Broker. A person who, for compensation, arranges, or offers to arrange, the transportation of goods by an authorized motor carrier. Motor carriers, or persons who are employees or bona fide agents of carriers, are not brokers within the meaning of this definition when they arrange or offer to arrange the transportation of loads which they are authorized to transport and which they have accepted and legally bound themselves to transport.
3. uShip is a Neutral Venue and Digital Clearinghouse. uShip is not a Transportation Service Provider or Customer. Our website acts as a venue where customers and TSPs can interact and enter into agreements. uShip is not a party to any shipping agreement made between uShip users via the uShip software platform. As a result, we have no control over the quality, safety, or legal aspects of the transactions that take place on our website. uShip does not prequalify or validate the claims or qualifications of TSPs nor does uShip prequalify or validate the claims of brokers including those related to compliance with the Moving Ahead for Progress in the 21st Century Act (MAP-21). uShip does not endorse, recommend, or refer any specific TSP or customer, nor does uShip have any control or influence over actions or decisions made by users of the service. All users of the uShip platform make their own decisions and You acknowledge and agree that we are not in any way arranging transportation or shipping or logistics services on your behalf. Because we are not involved in the actual transaction between customers and TSPs, we have no control over the accuracy of listings, the ability of TSPs to transport items, or the ability of customers to send items. We cannot ensure the customer or TSP will actually complete a delivery. We cannot and do not guarantee the ability of users to complete or fulfill any services booked through the uShip platform. Furthermore, due to the difficulty of individual authentication, especially on the Internet, we cannot and do not guarantee the verification of any user’s identity. Any identity verification methods we employ are strictly on a best efforts basis and should not be solely relied upon by our users. You acknowledge and agree that any and all communications, correspondence, verbal or written or by electronic means, or any warranties or representations made with regard to the arrangement of transportation services are not provided by us and are specifically and solely between You and the other user.
4. Access to Site and Services. You agree that You can form legally binding contracts under applicable law. Our Services are not available to temporarily or indefinitely suspended uShip users. You acknowledge that You are at least 18 years of age. Minors may only use our Services in conjunction with their parents or guardians. Your uShip account may not be transferred or sold to another party. If You are registering as a business entity, you represent that You have the authority to bind the entity to this agreement. If You are using our Services as a Broker, you agree that you possess the authority to act as a Broker on behalf of a Customer or TSP. Users who engage in the transportation of goods must have a valid license to operate the vehicle they intend to use. You agree that the uShip Services are for transportation services only and that work that You provide will only involve transportation services. You agree that You will not use your participation in the uShip website as a means to sell or market any types of goods or products, unless specifically allowed by uShip.
5. Delivery Customers. You are responsible for reading all terms, conditions, and tariffs published by TSPs when booking deliveries on uShip. You are agreeing to the TSP’s terms, conditions, and tariffs; and entering into a legally binding agreement with the TSP, unless the transaction is prohibited by law or by this Agreement. You acknowledge that, unless otherwise noted by the TSP, pick-up dates, delivery dates, and transit times are estimates only and are not guaranteed. Cancellations may be requested by either party prior to services being rendered (see Section 11 for additional details). A TSP reserves the right to inspect your delivery before accepting it, and to refuse to transport any item prohibited by this Agreement or by law. IMPORTANT: uShip does not actively screen or qualify TSPs for compliance with federal, state or local laws and regulations, including but not limited to broker compliance with the Moving Ahead for Progress in the 21st Century Act (MAP-21). It is recommended that You confirm such compliance directly with the TSP before services are rendered by the TSP.
6. Transportation Service Providers. You must legally be able to transport the loads You engage with through uShip. You agree that it is your sole obligation to comply with all laws, rules, statutes and regulations that may apply including any and all local, state, and federal licensing requirements. TSPs agree that, through the various products and features on uShip, they are solely responsible for all aspects of services, pricing, and terms they offer the customer. Rates, services, and terms are solely provided by the TSPs and not by uShip. You understand and acknowledge that all delivery information is provided by other registered users and uShip has no control over or responsibility for the accuracy of this information. You are responsible for reading all of the load details and by booking deliveries on uShip, you are entering into a legally binding agreement to complete the services as requested by the customer.
7. Payments. Customers may be given one or more payment options at the time of booking with a TSP. As a part of the uShip service, some users can make online payments to one another. uShip Payments is not an escrow service and each individual user is solely in control of payments made through uShip. In other cases, partial payment in the form of a deposit can be made through uShip with the remaining balance to be paid directly to the provider. uShip has no control over the payments between users or the release of funds.
a) Full Pre-funded Payment: The Customer pre-funds their uShip account with the total shipping price. In some cases, the Customer is presented with a payment code (to be shared with the TSP upon completion of a delivery), and in some cases the payment is automatically released according to the agreed upon terms.
For deliveries with a payment code, when delivery is completed, the customer can release payment from their account by marking the load as “Delivered” or giving the payment code directly to the TSP, which is the equivalent of making a non-reversible cash payment. TSPs can only ask for the payment code after the load is delivered when being paid through uShip Payments (exception: deliveries of live animals may require payment at pick-up). The Customer agrees that they will release the payment to the TSP upon delivery of the load regardless of damages, delays, or any other service level issue that might have occurred during transit. uShip will make commercially reasonable efforts to ensure proper disbursement of funds among customers and TSPs; however uShip shall have no liability or be otherwise indebted to the TSP if the Customer fails to satisfy the condition of payment, nor will uShip be liable to the Customer for any damages, missing items, or other service level issues that occurred during the shipping process. In consideration for the costs and resources incurred by uShip in keeping the account open and undertaking such efforts, the Customer and the TSP hereby acknowledge and agree that uShip shall charge a dormancy fee on a monthly basis of 12.5%, commencing 120 days following the deposit of the payment due to TSP with uShip (the “Dormancy Fees”). In no event, shall the aggregate Dormancy Fees exceed the amount of the payment due to TSP. If, 365 days after the date of booking, commercially reasonable efforts do not result in the disbursement of funds, any remaining funds associated with the transaction(s) in question shall be deemed forfeited and shall become property of uShip for failure by the customer to satisfy the condition to payment of releasing the payment code or term of this Agreement. If a Customer refuses to release the payment, uShip cannot release payment without the Customer’s consent under any circumstance and the right to payment by the TSP shall then be conditioned on the Customer’s consent. It is the responsibility of both the TSP and Customer to resolve all monetary disputes, damage claims, breach of contract claims, etc. outside of uShip. The Customer and TSP acknowledge and agree that uShip shall not have any obligations or liability to the TSP unless uShip fails to fulfill its explicit obligations hereunder.
For pre-funded deliveries without a payment code, You authorize uShip to release payment in accordance with the TSP’s payment terms. The funds are made available for withdrawal by the TSP’s uShip account when the payment is released or the code is submitted.
b) uShip Booking Deposit: Customers pay a Customer's service charge (see Section 9.a.2) and a deposit in the amount of the TSP’s transaction fee (see Section 9.a.3) to the TSP through uShip.
This deposit is credited to the TSP’s uShip account. The deposit amount is then deducted from the booked shipping price and the customer pays the remaining balance directly to the TSP at the agreed upon time. The service charge and deposit are non-refundable in the event of a completed delivery.
c) Chargebacks and Reversed Payments: In the event that a customer successfully charges back a credit or debit card payment or reverses any other payment type, then uShip will reverse the payment within the customer and TSP accounts and the delivery would then be treated as unpaid. If the TSP has already withdrawn funds, then this may result in an overdrawn account and will be subject to collections per Section 9.e.4.
Unwarranted chargebacks or payment reversals initiated by uShip users are prohibited and will result in the suspension of your uShip account, and may result in uShip pursuing any and all options at its disposal to collect the withdrawn funds including, but not limited to, sending your unpaid account to a 3rd party collections agency. In the event that shipping services were not performed, all users must abide by the uShip cancellation policy described in Section 11. The uShip cancellation process ensures the integrity of the feedback system and accuracy of any refund.
There are situations where a chargeback may be warranted, such as when a user feels that their card or payment method has been charged fraudulently. Prior to any chargeback initiation, uShip must be notified by the card holder so that uShip may investigate the claim to determine if a chargeback is appropriate. A chargeback may not be filed as a replacement, or an addition to, a cancellation of a uShip transaction.
If an unwarranted chargeback of the customer's payment is initiated and accepted by the payment processor or other entity, uShip reserves the right to charge the TSP for any costs associated with the chargeback. If a chargeback is accepted, the TSP becomes responsible for that invoiceable amount.
8. Pricing and Price Changes. uShip does not set or control prices offered by Customers or TSPs. Quotes and offers Customers receive from TSPs are required to be all-inclusive based on the information Customers provide; however, if the actual load characteristics are materially different than specified by the Customer and result in changes such as but not limited to equipment required, space required, accessorial services required, all duties, customs assessments, governmental penalties and fines, taxes, and legal costs allocable to deliveries, then TSPs may invoice a different amount than the original quote, and the Booking Party shall be responsible for all additional costs incurred. Customers will be notified of any price changes or new fees that are requested through uShip and uShip will charge the Customer's payment method on file within 48 hours. In the event that a delivery is re-rated and the resulting amount due is less than the amount initially quoted and paid through uShip Payments, a uShip account credit equal to the difference between the amount initially paid and the adjusted invoice amount will be applied to the Customer's uShip account. Credits may be applied toward booking any other delivery within one year of the date of issuance, otherwise they will expire. Customers should contact Member Support regarding refund requests, questions or concerns about their uShip account credits.
9. Fees. You are solely responsible for all transactions conducted through your account and for paying all fees incurred by any users of your account as well as all applicable taxes. Some features on uShip require a payment method to be on file with uShip. You authorize uShip to charge any applicable fees to the payment method(s) You provide to us. uShip reserves the right to waive or change our fees, penalties, or interest at any time. We may temporarily change or suspend our fees as a promotion and such changes are effective for the promotional period described on the uShip website.
a) Basic Accounts Fees. There are no registration or subscription fees for basic customer (personal or business), broker or transporter accounts.
1. Customer Listing/Posting Fees. uShip may collect a listing fee in order to list a delivery. The amount for such a listing fee, if any, will be displayed to users before listing any delivery.
2. Customer Service Charges. uShip may collect a Service Charge fee from the Customer at the time of booking. The amount for such a Service Charge, if any, will be displayed to the customer before booking. This fee is non-refundable in the event of a completed delivery.
3. TSP Transaction Fees. TSPs may be charged a base transaction fee (base fees may be discounted for special programs) for deliveries that are booked and completed through the uShip Services. The origin, destination, category, customer type (customer or broker), listing date, and format (auction, fixed offer price, or published rates) of a load determines the applicable fee according to the TSP Transaction Fee Schedule, which may change from time to time. In the event a TSP assesses additional charges than the original booked quote due to changes in the services provided, the fee will be based upon the final assessed shipping price.
b) PRO Accounts Fees. As a user of uShip PRO, You are subject to subscription and transaction fees that are set forth in the uShip PRO Fee Schedule and may be discounted from time to time for special promotional programs. The features and functionality of each version or service level may be changed from time to time at uShip's discretion. If you subscribe to use a paid version of the uShip PRO service on a free-trial basis and you do not cancel the trial before the expiration, then upon the expiration of the trial period, your account will be automatically converted to a paid account and your primary payment method will be billed. Unless stated to the contrary, all charges for paid versions of the uShip PRO Commercial Service are non-refundable, even if your use of the paid version of the uShip Service is cancelled before the end of your current billing period.
c) uShip Payments and Withdrawal Fees. (Refer to Section 7 for full uShip Payment program details)
1. There are no fees to receive payments via the uShip Payments program.
2. Fees may apply to withdraw from uShip depending on the TSP’s selected withdrawal method.
d) Penalty Fees.
1. TSP Excessive Cancellation Surcharge. See Section 11 for the cancellation policy. TSPs that have excessive cancellations at the time a delivery is booked will have a variable surcharge added to the TSP transaction fee. The TSP’s transaction fee will incur an excessive cancellation surcharge based on the TSP’s previous 12 month cancellation rate on uShip. uShip reserves the right to impose an excessive cancellation fee for cancellation rates above 10% based on the schedule detailed here.
2. Failed ACH Fees. If payment by bank account (ACH) is not received for any reason, a fee of $50.00 will be debited to your uShip account.
3. Unpaid Balance Fees. If, for any reason, any unpaid balances have not been received or in any manner realized by uShip on matches that have been completed by You for the services and any additional services performed by You ("Unpaid Balances"), You agree to pay such Unpaid Balance immediately. If in any billing period, we are not able to collect the full Unpaid Balance from your available uShip account balance, we reserve the right to charge your payment method on file for the balance(s) associated. uShip reserves the right to charge your account an unpaid balance penalty of 5% of the total cost or $10, whichever is greater, and hold your account until the debt has been settled if not paid within 5 days of debt creation. If the balance remains unpaid for 30 days, the account in question will be suspended. If the unpaid balance is not addressed within 60 days, the account in question will be sent to collections.
In addition, uShip may charge interest, in the amount of 1.5% per month or fraction thereof, on any unpaid account balance that You maintain. Any partial payments made to users’ account balances will first be applied to the most recent fees owed us. If at any time after 30 days we cannot collect any fees owed to us, we may suspend or terminate your account, or, at our discretion, take any additional action necessary to collect the unpaid balance. uShip reserves the right to waive or change our fees, penalties, or interest at any time. uShip also reserves the right to prevent You from changing your transactional currency until You have paid all Unpaid Balances. You also agree to pay any costs of collection incurred by us with respect to any Unpaid Balance. You also consent and authorize us to in our sole discretion make appropriate reports to 3rd party credit collection agencies, credit reporting agencies, financial institutions, tax agencies, and law enforcement authorities, and cooperate with them in any resulting investigation or prosecution.
10. Authorization to Credit and Debit Accounts. As a Customer or TSP, You irrevocably and expressly authorize uShip to credit any monies to the account that You have identified for uShip. You agree that it is your responsibility to maintain a valid credit card or bank account on file with us while engaging in activity with the uShip Services. You agree that if You do not maintain a valid credit card or bank account on file with us during any billing attempt, You may be subject to interest and penalties per Section 9.d.3. You expressly authorize uShip to withhold any monies and/or debit any monies from any account that You have identified to uShip for any chargebacks, fees, costs, deductions, adjustments, and any other amounts owed to uShip. We reserve our rights to all actions and remedies in connection with any monies owed to uShip.
11. Match Cancellations and Account Credits. A cancellation may be requested by either party after a delivery is booked on uShip but before any services are performed. Cancellations should only be requested after reasonable attempts have been made to reach an agreeable solution and it is certain that the services that were booked on uShip will not be performed. When You request a cancellation, the other party will be notified and will have the opportunity to respond by either:
- accepting the cancellation and your reason;
- accepting the cancellation but providing their own reason and/or comments; or
- disputing the cancellation and requesting review by uShip staff.
If your request for cancellation is accepted by the other party, the match will be canceled and the delivery can either be relisted or deleted. If your cancellation request is disputed by the other member, then the request will be sent to uShip and a determination will be made on allowing or not allowing the cancellation. If the other party does not respond, the cancellation and reason will be automatically accepted.
a) Refunds. A full refund will be issued for all cancelled transactions. However, a refund can only be given if the uShip Payments payment code has not been released to the TSP. If the TSP has input the uShip Payments payment code, then the funds are no longer in uShip’s possession. The customer must first acquire a refund from the TSP before completing a cancellation on uShip.
b) Excessive Cancellations. Every TSP is allowed 1 cancellation for every 10 booked deliveries without penalty, with your total booked deliveries always rounded up to the nearest 10. Each cancellation above this allowance is considered to be excessive, and TSPs that have excessive cancellations at the time a quote is placed or offer is accepted will have a variable surcharge added to their transaction fee. The cancellation rate is equal to the total number of cancellations divided by the total number of matches. The TSP’s transaction fee will incur an excess cancellation surcharge (see section 9.d.1) based on the TSP’s previous 12 month cancellation rate on uShip. Cancellations do not affect the % positive feedback or overall score. The Excessive cancellation count, every cancellation in excess of the above policy will be displayed in the TSP’s profile. If a Brokered Load is automatically cancelled because the customer to broker transaction has been cancelled, the cancellation will not be posted on the transporter’s profile or count as an excessive cancellation.
12. Mobile Application Usage. When using the Services on a mobile device and/or the uShip mobile application, you shall: (i) observe all traffic laws and otherwise drive safely; (ii) use your good personal judgment while driving, (iii) not interact with the app, unless your vehicle is stationary and legally parked; (iv) not use the Services for any illegal, unauthorized, unintended, unsafe, hazardous, or unlawful purposes.
uShip does not warrant that the mobile application will be compatible or interoperable with your mobile device or any other piece of hardware, software, or equipment. Furthermore, you acknowledge that compatibility and interpretability problems can cause the performance of your mobile device to diminish or fail completely, and may result in permanent damage to your mobile device, and corruption of the software of and files located on your mobile device, and uShip shall have no liability should these problems arise. You assume all responsibility and risk for the use of the uShip Services and mobile applications.
You may only access the Service using authorized means. It is your responsibility to check to ensure you download the correct application for your device. uShip is not liable if you do not have a compatible mobile device or if you download the wrong version of the application for your mobile device. uShip reserves the right to terminate the Service and the use of the application should you be using the Service or application with an incompatible or unauthorized device. You will comply with all applicable law from your home nation, the country, state, and/or city in which you are present while using the application or Service.
13. Bills of Lading. For certain deliveries and for the convenience of the parties to a delivery, uShip generates an electronic and printable bill of lading utilizing the booking information provided by both parties for your use in tendering the delivery. The bill of lading issued in connection with each delivery is non-negotiable and shall be deemed, conclusively, to have been prepared by You, the Customer. The parties agree that uShip does not issue the bill of lading and that uShip is not a party to the bill of lading. For certain TSPs, a failure by the customer to provide the bill of lading generated via uShip to the selected TSP may result in the loss of the quoted rate. If the customer makes changes to a delivery after booking, then the customer is required to either make changes to the bill of lading or cancel the delivery and rebook with current information. TSPs shall have no obligation to honor rate quotes in any of the following instances: any alteration of the bill of lading, or tendering of deliveries to any transporter other than the selected TSP, or the use of a bill of lading not generated via the uShip platform. These terms and conditions apply when using the Standard Bill of Lading available on uShip: Standard Bill of Lading Terms and Conditions.
14. Transporter Cargo Claims and Transporter Limitations of Liability. As a neutral venue, uShip does not set terms specific to transporter cargo liability. Except where otherwise provided by the transporter via the uShip platform, the transporter liability for any cargo damage, loss, or theft from any cause shall be determined under the presiding, applicable law. All cargo claims should be submitted immediately by the Customer to the selected TSP to help ensure timely resolution, and uShip shall have no liability or responsibility for same. The Customer may not offset freight or other charges against claims for any loss, damage, misdelivery, or non-delivery. Where provided by the transporter through uShip, the liability for cargo loss offered will be determined by the individual transporter’s governing General Rules Tariff or terms and conditions in effect at the time of delivery. If a load contains freight with a predetermined exception value, as determined by the selected transporter, the maximum exception liability will override the otherwise standard liability for cargo loss. The maximum amount that a Customer may recover on a cargo claim will be that which is recoverable under the transporter’s published liability limits and/or tariffs. The Customer agrees that by booking a delivery on uShip they have been afforded a choice of reasonable liability rates for the protection of all freight shipped, and has voluntarily chosen the released rates and limits published by transporters through the platform.
15. Information You Submit. You solely are responsible for any information You provide to us or other users in the registration, shipping, transportation process, or any other use of our Services. Your personal information and any delivery listings must be true, legal, accurate, and non-fraudulent. You authorize uShip to use the information You supply to us in connection with our Services and in accordance with this Agreement. You acknowledge and agree that our Services act as a passive conduit for any and all communication and/or distribution of information. We have no control, editorial or otherwise, over any communication, information, and specifically, over the content of such communication or information. We do not and will not ensure the accuracy or reliability of such communication or information nor will we act as a monitor over the content of such communication for information. However, we do reserve the absolute right to remove or restrict any communication or information that You may post to the uShip Services that is in violation of this Agreement, illegal, threatening, or lewd. You assume legal responsibility for all damages incurred as a result of any of your online communication or distribution of information.
Furthermore, You expressly represent and warrant the following: (1) You are the owner, with all appurtenant rights thereto, of any and all communication, content and/or information that You post on the uShip Services, or; (2) You are the legitimate and rightful grantee of a worldwide, royalty free, perpetual, irrevocable, sub-licensable, non-exclusive license to use, distribute, reproduce and distribute such communication, content and/or information. To only that extent to allow us to use your communication, content and/or information and not violate your rights in the same, You grant to us a royalty free, transferable, worldwide, perpetual, irrevocable, sub-licensable, non-exclusive license to exercise the copyright, publicity and database rights that You have in your communication, content and/or information. You further represent and warrant that any and all of your online communication, content and/or information:
- Will not violate any international, federal or state law, regulation, rule, or statute;
- Will not violate the terms of this Agreement;
- Will not infringe upon any third party's intellectual property rights including but not limited to copyright, patent, or trademark rights;
- Will not contain obscene, lewd, or suggestive content and under no circumstances will it contain pornography;
- Will not be libelous, threatening, harassing, or defamatory. This specifically includes making legal claims of any sort about uShip employees, agents, other users, or any of the uShip Services;
- Will not knowingly contain any computer hardware or software, viruses, trojan horses, worms, or any other computer programming that may interfere with the operation of our Services, operation of any of our systems, and/or create or impose a large burden or load on our Services;
- Will not scan or test the vulnerability or security of our Services or the system within which our Services operate;
- Will not be used for commercial or public purposes outside of the requirements of this Agreement;
- Will not knowingly create liability for uShip through your use of uShip’s Services;
- Will not frame or link to our Services without our written permission; and
- Will not knowingly involve the upload, or insertion of, any programming language or code into or onto our Services.
a) uShip User Moderation. The uShip Services are self-policed by uShip users via a flagging system that is used to communicate the policies of the uShip User Agreement and Flagging Policies. A registered user who receives a red flag on three separate occasions is subject to suspension of their account. uShip reserves the right to edit, amend, or delete any information posted on the uShip Services if, in the sole opinion of uShip, that it is in violation of any policy or the Community Rules and Guidelines.
b) Information Posted Publicly. Unless otherwise indicated, shipping transaction activity on uShip is intended to be made public, and You are authorizing uShip to use or repurpose this information within the scope of the uShip Services and this Agreement, including in a user identifiable manner. In order to maintain the safety, security and integrity of the uShip Service, You may not provide contact information to other users prior to booking and never on any public area of the site.
d) Some portions of the uShip platform implement Google Maps mapping services, including Google Maps API(s). Your use of Google Maps is subject to Google’s Terms of Service.
16. Prohibited Activities. uShip may suspend or remove your account if we suspect that You have engaged in prohibited activities in connection with our Services. uShip reserves the right, but is not obligated,to edit, amend, or delete any prohibited or malicious content that users submit on our Services. Users may not manipulate or attempt to manipulate other user’s uShip accounts. Other prohibited activities include but are not limited to:
- Requesting payment from another uShip user via instant cash transfer services (non-bank, point-to-point cash transfer services such as Western Union or Moneygram);
- Improperly influencing in any manner, or cause another to, improperly influence or manipulate in any manner the feedback of the user;
- Posting and/or copying and pasting the content of a user feedback review from the uShip Services to your own personal or business website, to any other third party website and/or on any of your own personal, business, or third party marketing/advertising materials regardless of the form;
- Posting or attempting to post, in any manner or by any means, a feedback review on your own account;
- Asking Customers to pay off-site through another form of payment when they have already paid through uShip Payments.
- Changing, or in any way attempting to collect from users, as an additional charge to the total amount agreed upon for the services, the uShip Transaction Fee, or;
- Charging users a higher price (including taxes, service charges, or any other fees) than that which was agreed upon on uShip (provided that the delivery was as described on uShip). The booked delivery price must include ANY and ALL charges, including any taxes, fees, etc.;
- Representing or communicating to users that You are to collect the uShip Transaction Fee;
- Causing another person or entity to engage in any conduct, act or behavior intended or designed to circumvent or avoid, in any manner, our right to the uShip Transaction Fee;
- Entering into any transaction, letter of intent, or memorandum of understanding, written or verbal, formal or informal agreement, with a user, that circumvents or avoids our right to a Transaction Fee;
- Communicating or corresponding, whether by written, verbal, or electronic means, with a user, for the purpose of entering into an agreement or transaction that circumvents or avoids our right to a Transaction Fee;
- Entering personal contact information, such as but not limited to: website addresses, fax numbers, phone numbers, or email addresses;
- Using personal contact information, such as but not limited to: website addresses, fax numbers, phone numbers, or email addresses, obtained through the uShip site to offer to deliver a listed delivery off-site or to offer a delivery for delivery off-site.
- Using the uShip name on your own personal and/or business website in any manner, including in the URL
- Attempting to redirect website traffic from the uShip platform to your own personal and/or business website in any manner.
17. Right to Suspend or Remove Users. We reserve the absolute right to reject or suspend your participation, or remove You from your current participation, with the uShip Services at any time and for any reason or for no reason and without notice to You. We are not liable for any damage or loss resulting from such hold, suspension, or removal. An event that may result in the suspension or removal of your participation can include but is not limited to: flagging; abusive or hostile behavior; unresolved customer disputes; multiple accounts or relation to other accounts; committing fraud or violating this User Agreement; and, poor performance on the site (high cancellations or negative feedback, etc.). uShip has no obligation to disclose the reason for actions taken under this section. All decisions are final.
18. Feedback. For each uShip transaction, the Customer and TSP are allowed to rate each other by leaving feedback for one another. Feedback should be left only once a load has been delivered. Feedback consists of leaving one rating (positive, negative, or neutral), along with a short comment about your experience as well as star ratings based upon specific components of a TSP’s service. You acknowledge that your feedback consists of comments left by other uShip users and a composite feedback number compiled by uShip. You agree that You will not use your uShip feedback in any venue other than uShip. Users should always use caution and good judgment when leaving feedback for another user because users could be held legally responsible for damages to a user’s reputation if a court were to find that the remarks constitute libel or defamation. Under federal law (the Communications Decency Act), because uShip does not censor feedback or investigate it for accuracy, uShip is not legally responsible for the remarks that users post, even if those remarks are defamatory. However, this law does not protect the person who leaves the feedback from responsibility for it.
a) Feedback Calculations. Feedback scores are calculated when another user gives You a +1, 0, -1 score. Each user’s overall feedback score is the difference between the number of users who left a positive rating and the number of users who left a negative rating. When a user leaves more than one of a particular type of feedback, for example three positive ratings for another user (for three different transactions), the other user’s score only increases by +1. While the score is only increased by +1, each of the comments are made available for the community to read in the profile section. A user can only influence another user’s feedback score by one positive, one negative or one neutral rating. For example, if You leave 3 positives and a negative, only one of the positives and one of the negatives will count against the score, netting to provide a score of 0.
b) Resolving Feedback Disputes. To maintain the integrity of the feedback system, feedback left for a user is a permanent part of that user’s profile. Generally, feedback comments cannot be edited at a later date. Users should resolve any misunderstandings prior to leaving feedback, as most misunderstandings can and are resolved quickly through direct communication. There may be times when You are unhappy with, disagree with, or regret feedback that You left for another user, or that may have been left for You. If You have a disagreement over feedback that has been left, You have the following options to respond:
- Reply to Feedback Received. Share your side of the story by responding to any comment that has been left for you. Your response will be shown directly below the comment left by the other uShip user.
- Mutual Feedback Withdrawal. If both users are able to resolve a problem after feedback has been left, You can mutually agree to withdraw the feedback rating and comment. Both users must agree, and feedback will be withdrawn at the same time upon confirmation of the request by both users.
- Feedback Comment Withdrawal. uShip will remove individual feedback comments only in very rare circumstances, such as but not limited to, when they violate certain uShip policies and instances when uShip receives a valid court order to remove feedback.
19. Dispute Resolution. Disputes between You and uShip regarding our Services should be reported to uShip Member Support and are otherwise governed by Section 32 of this User Agreement. In the event that you have a dispute with another user, we will attempt to resolve any disputes through a customer service protocol. Because we are a neutral venue, however, we are not responsible for successfully resolving any disputes, nor are we responsible for any decisions made or actions taken in a reasonable effort to assist in the resolution of a dispute involving you. If You report a dispute to uShip, we will make reasonable efforts to help both parties communicate; however, all disputes must be resolved directly between You and the other party. Therefore, if we are contacted by a user who claims to have a dispute with You regarding transactions completed on uShip and they request your contact information (including but not limited to any of your provided phone numbers and/or addresses) to settle the dispute, You expressly authorize us to release your provided contact information to the uShip user and You agree to release us from any and all liability associated therewith.We encourage You to report all user-to-user disputes to law enforcement officials, or a certified mediation or arbitration entity. When appropriate, we also encourage you to report disputes involving fraud, theft, or other criminal activity to the appropriate law enforcement agencies.
20. Prohibited and Restricted Items. Prohibited Items: Hazardous or dangerous goods. These are items that may pose a danger to health, safety, or property while being transported (such as explosives, radioactive materials, flammable gases and solids, and toxic substances). Hazardous goods that cannot be shipped through the mail or commercial transporter are not allowed on uShip. The few hazardous materials that lawfully may be transported under certain conditions (if they are properly packaged and labelled) may be listed on uShip - provided that the listing contains a clear notice of the hazardous nature of the material and a description of the planned method of delivery that complies with the law. For details on particular hazardous substances and transportation requirements in the UK, see the UK Department of Transport publication. For details on particular hazardous substances and transportation requirements outside of the UK, please consult your local postal authority and/or regulatory agency. These guidelines do not constitute legal advice and do not pertain to any particular company's practices. When in doubt, check with law enforcement agencies, a lawyer, the law or with a copyright, trademark or other rights owner for clarification. UK Restricted Items: Prohibited regulated or perishable goods. These are items are considered restricted by the Royal Mail and apply throughout our UK and International postal service. Generally, restricted or perishable items that can lawfully be transported by mail or commercial transporter are permitted on uShip (see UK Royal Mail Restricted Items and VCA Dangerous Goods for additional details). Full responsibility rests with the sender to comply with all postal and nonpostal laws and regulations that relate to the mailing of hazardous, restricted and perishable material. Anyone who sends, or causes to be sent, a non-mailable or improperly packaged hazardous material can be subject to legal penalties (i.e., fines and/or imprisonment).
21. No Agency. You hereby agree and acknowledge that your execution of this Agreement, your provision of services and/or your use of the uShip Services, does not confer or imply any contractor (independent or otherwise), agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship with us and furthermore that no affiliation, association or connection exists between You and uShip.
22. Release. Should you have a dispute with one or more uShip users, You release uShip, Inc., its officers, directors, agents, advisors, attorneys, accountants, and employees from all claims, demands, and damages (actual and consequential) of any kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes and/or this User Agreement.
23. Confidentiality/Non-Disclosure. As a result of the performance of this Agreement and whether due to any intentional or negligent act or omission, we 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 ("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 the performance of this Agreement. Any disclosure of Our Information to a third party specifically including a direct competitor is strictly prohibited. All obligations contained in this Section 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 in addition to recovery for damages.
24. Taxes. You are solely responsible for any and all taxes, levies, charges, and fees incurred or that may be payable to any taxing authority in connection with the transactions hereunder, other than any income tax incurred by uShip.
25. Record Keeping/Audit. uShip reserves the right to keep all records of any and all transactions and communications between You and other users for administration purposes in accordance with all applicable laws and regulations. All records will be kept in accordance with applicable privacy laws and regulations.
26. Non-solicitation. During the term of this Agreement You shall not solicit to hire nor hire our employees of whom You become aware of through the performance of this Agreement. Furthermore, You shall not otherwise interfere with any of uShip’s other business relationships including but not limited to those with other uShip users, vendors, or business associates. Specifically, You shall not knowingly, directly or indirectly, solicit or attempt to solicit, divert, and/or send marketing content to any uShip user in which you initially met through uShip.
27. Unsolicited Idea Submission. We always want to receive messages and feedback from uShip users and welcome any comments regarding the uShip marketplace. However, uShip policy does not allow us to accept or consider ideas, suggestions, or proposals other than those we specifically request. The intent of this policy is to avoid the possibility of future misunderstandings when new functionality and features developed internally by uShip might be similar or even identical to your idea.
If You do send uShip an unsolicited suggestion, idea, or proposal, or if You send, at the request of uShip, a comment or suggestion to improve the uShip Marketplace (for example, through discussion boards or via email) (collectively, the "Submission"), uShip will consider the Submission to be non-confidential and non-proprietary. uShip shall have no obligations concerning the Submission, contractual or otherwise (including but not limited to an obligation to keep the Submission confidential), and shall not be liable for any use or disclosure of any Submission. uShip shall be entitled to unrestricted use of the Submissions for any purpose whatsoever, commercial or otherwise, without compensation to you.
28. Remedies. If You use our Services in violation of this agreement include, we are authorized to take action against you as a user and/or take action against your uShip account which may include, but is not limited to, the immediate removal of your load(s), offers, quotes and/or profile, notifying our users of your actions, issuing a warning, temporarily suspending your user status, terminating your user status, and/or refusing to provide our Services to You in the future.
29. Limited Liability and No Warranty. You acknowledge that we cannot guarantee the continuous operation of or access to our sites, Services, or tools including those of 3rd party solution providers. You further acknowledge that operation of and access to our sites, Services, or tools including those of 3rd party solution providers may be interfered with as a result of technical issues or numerous factors outside of our control. You agree that uShip is not responsible for any failures, delays, outages, or otherwise not making the Services available at any time. You agree that You are making use of our sites, Services, and tools including those of 3rd party solution providers at your own risk, and that they are being provided to You on an "AS IS" and "AS AVAILABLE" basis. Accordingly, to the extent permitted by applicable law, we exclude all express or implied warranties, terms and conditions including, but not limited to, implied warranties of merchantability, warranties of title, and fitness for a particular purpose.
In addition, to the extent permitted by applicable law, we are not liable, and You agree not to hold uShip responsible, for any damages or losses resulting in any way from the foregoing in this section, or the following:
- Viruses or other malicious software obtained by accessing our Services, or tools linked to our Services including those of 3rd party solution providers;
- Glitches, bugs, errors, or inaccuracies of any kind including information and graphics obtained from or in our Services;
- The content, actions, or inactions of third parties, including items listed using our Services;
- Your need to modify practices, content, or behavior or your loss of or inability to do business, as a result of changes to this Agreement or our policies.
- Changes to the Service availability, including planned or unplanned Service downtime.
- Changes to any uShip products, features, or Services.
- Your removal from the uShip marketplace.
Some jurisdictions do not allow the disclaimer of warranties or exclusion of damages, so such disclaimers and exclusions may not apply to You; In such jurisdictions, it is the intent of the parties to this User Agreement to make clear that uShip’s liability is extremely limited and provides its services “AS IS”, and if this User Agreement is modified by any Court of competent jurisdiction to conform to local law, such modification shall be conducted while preserving the original intent of the parties as closely as possible.
30. Indemnity. You agree to indemnify and hold uShip and our officers, directors, agents, advisors, attorneys, accountants, and employees harmless from any claim or demand, including the cost of your attorneys' fees, made by any third party due to or arising out of your negligence, breach of this Agreement, misuse of uShip’s Services, or violation of any law or the rights of a third party.
31. Legal Compliance. You shall comply with all applicable domestic and international laws, statutes, ordinances, and regulations regarding your use of the uShip Services and your listing, shipping, transporting, and solicitation of offers to ship and transport items.
32. Arbitration and waiver of Class Actions. Any legal claim arising out of or relating to this Agreement or our Services (excluding legal action taken by uShip to collect our fees or recover damages for, or obtain an injunction relating to, the uShip operations, intellectual property, or Our Information), shall be settled by binding arbitration in accordance with the commercial arbitration rules of the American Arbitration Association, including, if necessary, the Optional Rules for Emergency Measures of Protection. The arbitration shall be conducted in Austin, Texas, and judgment on the arbitration award may be entered into any court having jurisdiction thereof. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS SECTION MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS, AND CLAIMS OF MORE THAN ONE CLIENT OR USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CLIENT OR USER.
33. Trademark and Domain Name Protection. The uShip Services contain trademarks, trade names, trade dress, service marks, domain names or other indicia of ownership (collectively the "Marks") owned or licensed for use by uShip. Unless otherwise agreed to in an Addendum to this Agreement, You agree that no right, property, license, permission, or interest of any kind in or to the Marks is or is intended to be given or transferred to or acquired by You pursuant to the execution, performance or non-performance of this Agreement or any part thereof. You shall in no way contest or deny the validity of, our right of title to or license of use for, the Marks, and You shall not encourage or assist others directly or indirectly to do so, during the lifetime of this Agreement and thereafter. You shall not utilize the Marks in any manner that would diminish their value or harm their reputation. You may not frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information (including images, text, page layout, or form) of the uShip Services without express written consent. You may not use any meta tags or any other "hidden text" utilizing uShip’s name or trademarks without the express written consent of uShip. You shall not use or register any domain name that is identical to or similar to any of the Marks. To the greatest extent possible, uShip’s rights in our Marks and Our Information shall be enforceable and respected worldwide.
34. Security. uShip uses industry standard practices to safeguard your personal information, including firewalls and Secure Socket Layers (SSL). We utilize several different security techniques to protect data from unauthorized access, but we cannot guarantee the security of our system. We also do not guarantee uninterrupted or secure access to our system, as the operation of our Services can be interrupted by numerous factors outside of our control.
35. Governing Law. THIS AGREEMENT AND YOUR USE OF THE SERVICES SHALL BE GOVERNED BY THE LAWS OF THE STATE OF TEXAS, WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAWS.
36. Other Terms and Conditions. You acknowledge and agree that we have the sole discretion to set forth and post additional terms and conditions for your use of the uShip Services. You agree that any additional terms and conditions that apply to your use of our Services shall be considered an effective amendment to this Agreement and said terms and conditions shall be incorporated herein. Furthermore, You expressly agree that if there is any conflict between those additional terms and conditions and the specific terms and conditions set forth herein, the terms and conditions set forth in those additional terms shall govern.
37. General. This Agreement may not be modified, supplemented, qualified, or interpreted by any trade usage or prior course of dealing not made a part of the Agreement by its express terms. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity of this Agreement as a whole and any such provision should be enforced by authorities, and reconstructed if need be, to apply to the maximum extent allowable under applicable law. The failure by either party to enforce at any time any of the provisions of this Agreement, to exercise any election or option provided herein, or to require at any time the performance of the other of any of the provisions herein will not in any way be construed as a waiver of such provisions. Reasonable attorneys' fees and costs will be awarded to the prevailing party in the event of litigation or arbitration involving the enforcement or interpretation of this Agreement. The section headings used herein are for convenience only and shall not be given any legal import.
38. Notices. All notices sent to uShip shall be sent by physical mail to: uShip, Inc., 205 E Riverside Drive, Austin, TX, 78704. All notices will be sent to You using the contact information you provide, and may be sent via regular mail, e-mail, text, phone call, or fax.
39. Drafting. Grable Martin Fulton PLLC has served as counsel to uShip in the preparation of this Agreement which includes the terms as agreed by the parties. Nothing in this User Agreement shall be construed in favor of or against uShip by virtue of its role in drafting this User Agreement. Users are encouraged to read this document in its entirety, and consult with independent legal counsel regarding questions.
Last Revised Date: October 30, 2018