Latest Version: September 16, 2023
Please read these Terms of Use carefully before using the Service offered by ShipAware.
These Terms of Use (the “Terms”) are a binding contract between you and Logistero Ltd (“ShipAware,” “we” and “us”). You must agree to and accept all of the Terms, or you don’t have the right to use the Services. Your use of the Services in any way means that you agree to all of these Terms, and these Terms will remain in effect while you use the Services. These Terms include the provisions in this document, as well as those in the Privacy Policy.
We reserve the right, at any time: (1) to modify or update any of the Terms of Use, said modification or update being effective upon its posting on the Site; (2) to suspend or interrupt the access to or the operation of the Service, or any portion of it, as necessary to perform maintenance and/or for any other purpose; and/or (3) to modify or change the Service, or any portion of it.
Your continued use of the Service shall be considered your acceptance to the revised Terms of Use. SHOULD YOU OBJECT TO ANY OF THE TERMS OF USE OR ANY SUBSEQUENT MODIFICATIONS, YOUR ONLY RECOURSE IS TO IMMEDIATELY DISCONTINUE THE USE OF THE SERVICE.
1. DEFINITIONS
When used in these Terms with the initial letters capitalized, in addition to terms defined elsewhere in these Terms, the following terms shall have the following meanings:
Account means any and all ShipAware accounts created or on behalf of by User.
Affiliates means any and all Entities wherever incorporated which is a parent company, a subsidiary and/or an associated company.
ShipAware means Logistero Ltd (dba ShipAware) and its Affiliates.
Confidential Information means all information disclosed by User to ShipAware or by ShipAware to User which is in tangible form and labeled "confidential" (or with a similar legend) or which a reasonable person would understand to be confidential given the nature of the information and circumstances of disclosure. Notwithstanding the foregoing, Confidential Information shall not include information that (a) was already known to the receiving party at the time of disclosure by the disclosing party; (b) was or is obtained by the receiving party by a third party not known by the receiving party to be under an obligation of confidentiality with respect to such information; (c) is or becomes generally available to the public other than by violation of these Terms; or (d) was or is independently developed by the receiving party without use of the disclosing party's Confidential Information.
Data means all electronic data, text, messages or other materials submitted to the Service by You in connection with Your use of the Service.
Documentation means any written or electronic documentation, images, video, text or sounds specifying the functionalities of the Service provided or made available by ShipAware to You through the Site or otherwise.
Personal Data means any information relating to an identified or identifiable natural person; an identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person.
Processing means any operation or set of operations which is performed on Personal Data or on sets of Personal Data, whether or not by automated means, such as collection, recording, organization, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction
Service(s) means any and all services provided by ShipAware to User including but not limited to the use and access to the Site and tools such as Software and any Documentation. Any new or modified features added to the Service are also subject to these Terms.
Site means any and all websites operated or owned by ShipAware including namely but not exclusively shipaware.com and app.shipaware.com.
Software means any and all software(s) provided by ShipAware to Users.
User, You, Your means any individual or Entity using the Site and/or the Services.
2. GENERAL CONDITIONS; ACCESS TO AND USE OF THE SERVICE
2.1 Subject to the agreement and the compliance by User with these Terms, User has the right to access and use the portion of the Service provided by ShipAware for free and with no subscription, as detailed on the Site.
2.2 An Internet connection is required for proper transmission of the Service. User is responsible for procuring and maintaining the network connections that connect the network to the Service, including, but not limited to, "browser" software that supports protocols used by ShipAware, including Secure Socket Layer (SSL) protocol or other protocols accepted by ShipAware. ShipAware is not responsible for any modification or compromise of data, including Your Data, caused by the transmission across computer networks or telecommunications facilities which are not owned, operated or controlled by ShipAware. ShipAware assumes no responsibility for the reliability or performance of any connections described in this section.
2.3 You agree not to (a) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make the Service available to any third party; (b) use the Service to process data on behalf of any third party; (c) modify, adapt, or hack the Service or otherwise attempt to gain unauthorized access to the Service or related systems or networks; (d) falsely imply any association or partnership with ShipAware; (e) use the Service in any unlawful manner, including but not limited to violation of any person's privacy rights; (f) use the Service to send unsolicited or unauthorized junk mail, spam, pyramid schemes or other forms of duplicative or unsolicited messages; (g) use the Service to store or transmit files, materials, data, text, audio, video, images or other content that infringes on any person's intellectual property rights and any privacy rights; (h) use the Service in any manner that interferes with or disrupts the integrity or performance of the Service and its components; (i) attempt to decipher, decompile, reverse engineer or otherwise discover the source code of the Software, the Site or the Service; (j) use the Service to knowingly post, transmit, upload, link to, send or store any content that is unlawful, racist, hateful, abusive, libelous, obscene, or discriminatory; (k) use the Service to knowingly post transmit, upload, link to, send or store any viruses, malware, Trojan horses, time bombs, or any other similar harmful software ("Malicious Software"); (l) try to use, or use the Service in violation of these Terms; (m) obtain or attempt to obtain any materials, documents or information, including namely but not exclusively personal identification, password and other information of any other User through any means not purposely made available through the Service; (n) probe, scan, or test the vulnerability of any system or network of ShipAware or breach any security or authentication measures, avoid, bypass, remove, deactivate, impair, descramble, or otherwise circumvent any technological measure implemented by ShipAware to protect the Service, Site or Software (o) misrepresent yourself, your age or impersonate any other individual or entity.
2.4 The Service is not available to individuals who are younger than 18 years old. You may not use the Site if you are not of a legal age to form a binding contract and otherwise capable of entering into these Terms. ShipAware does not knowingly collect personally identifiable information from users under the age of 18. Such users are expressly prohibited from submitting their personally identifiable information to ShipAware; any information submitted by such users will not knowingly be used, posted, or retained by ShipAware.
2.5 User is responsible for compliance with the provisions of these Terms and for any and all activities that occur under the Account, as well as for Your Data. Without limiting the foregoing, You are solely responsible for ensuring that use of the Service to store and transmit Your Data is compliant with all applicable laws and regulations including namely but not exclusively all applicable privacy laws and regulations. You are solely responsible for ensuring that the use of the Service and the transmission, collection and use of Your Data does not infringe any third party's intellectual property and privacy rights. User also maintains all responsibility for determining whether the Service or the information generated thereby is accurate or sufficient for its purposes. Access to and use of portions of the Service may be restricted to a specified number of individuals permitted under the applicable Subscription Plan. User agrees and acknowledges that each individual will be identified by a unique username and password ("Login") and that an individual Login may only be used by one (1) individual. Users are responsible for maintaining the confidentiality of all Login information related to the Account.
2.6 ShipAware reserves the right, in ShipAware's discretion, to temporarily suspend Your access to and use of the Service: (a) during planned downtime for upgrades and maintenance; (b) during any unavailability of the Service caused by Force Majeure events or circumstances; (c) if ShipAware suspects or detects any malicious software or file connected to Your Account or use of the Service by You; (d) for any other reason which ShipAware deems reasonable. ShipAware will use commercially reasonable efforts to schedule planned downtime for weekends (Eastern time zone) and other off-peak hours. See section 2.8 regarding exceptions during the starting phase.
2.7 Additional terms and conditions may apply to purchases of services and/or to specific portions or features of the Site or the Service including contests, promotions or other similar features, all of which terms are made a part of these Terms of Use by this reference. You agree to abide by such other terms and conditions. If there is a conflict between these Terms of Use and the terms posted for or applicable to a specific portion of the Site or the Service offered on or through the Site, the latter terms shall control with respect to your use of that portion of the Site or the specific portion of the Service.
2.8 During ShipAware’s starting phase beginning November 2021 and ending June 2022, information may be wiped intermittently to account for ongoing database development. Downtime may be at random, or during business hours, but ShipAware will strive to reduce these occurrences.
2.9 Inactive Account Policy:
3. DATA PRIVACY AND SECURITY; CONFIDENTIALITY
3.1 Subject to the express permissions of these Terms, You and ShipAware will protect each other's Confidential Information from unauthorized use, access or disclosure in the same manner as each protects its own Confidential Information, but with no less than reasonable care. Except as otherwise expressly permitted pursuant to these Terms, ShipAware and User may only use the other party's Confidential Information solely to exercise their respective rights and perform their respective obligations under these Terms and shall disclose such Confidential Information solely to those of their respective employees, representatives and agents who have a need to know such Confidential Information for such purposes and who are bound to maintain the confidentiality of, and not misuse, such Confidential Information.
3.2 You agree that ShipAware and the service providers ShipAware uses to assist in providing the Service to You shall have the right to access Your Account and to use, modify, reproduce, distribute, display and disclose Your Data solely to the extent necessary to provide the Service, including, without limitation, in response to Your support requests. Any Third Party Service providers ShipAware utilizes will only be given access to Your Account and Your Data as is reasonably necessary to provide the Service.
ShipAware may also access or disclose information about the Account, Your Data, Users in order to (a) comply with the law or respond to lawful requests or legal process; (b) protect ShipAware's or its customers' or partners' rights or property, including enforcement of these Terms or other policies associated with the Service; (c) act on a good faith belief that such disclosure is necessary to protect personal safety or avoid violation of applicable law or regulation.
3.3 ShipAware collects certain information about the Account, Your Data, Users, as well as the devices, computers and other tools used in connection with the Service. ShipAware uses, discloses, and protects this information as described in ShipAware Privacy Policy.
3.4 ShipAware will process, use, modify, collect and store Personal Data within the meaning of applicable data protection laws and regulations.
3.5 As part of the provision of the Services, ShipAware may process Personal Data, as processor, on behalf of User, the controller.
ShipAware will process Personal Data for the entire duration of the performance of the Services for User, and longer as may be required by law or to meet necessary retention periods.
4. INTELLECTUAL PROPERTY RIGHTS
4.1 Subject to these Terms of Use, ShipAware hereby grants You a non-exclusive, non-transferable, non-sublicensable, limited right and license to use the Service. The rights granted herein are subject to Your compliance with these Terms of Use. The Service is being licensed to you and you hereby acknowledge that no title or ownership in the Service is being transferred or assigned and these Terms of Use are not to be construed as a sale of any rights in the Service.
4.2 The trademarks including the mark ShipAware™ as shown on the Site, the Software or the Documentation are trademarks owned by ShipAware (collectively, "ShipAware Trademarks"). Unless otherwise provided by applicable laws or regulations, ShipAware Trademarks may not be used in any manner other than expressly authorized in a written agreement.
4.3 ShipAware shall maintain all rights, title and interest in and to ShipAware patents, inventions, copyrights, trademarks, domain names, trade secrets, know-how and any other intellectual property and/or proprietary rights (collectively, "Intellectual Property Rights"). The rights granted to You to use the Service under these Terms do not convey any additional rights in the Service, or in any Intellectual Property Rights. ShipAware shall have a royalty-free, worldwide, transferable, sub-licensable, irrevocable and perpetual license to incorporate into the Service or otherwise use any suggestions, enhancement requests, recommendations or other feedback ShipAware receives from You. ShipAware reserves all rights not expressly granted to You.
4.4 All content of the Service, Site or Software including, but not limited to, all text, graphics, user interfaces, visual interfaces, photographs, product and virtual product descriptions and design, FAQs, videos, logos, ShipAware Trademarks, sounds, music, artwork, computer code and programming (collectively, "Content"), including the arrangement of such Content, is owned, controlled or licensed by or to ShipAware, and is protected by trade dress, copyright, and trademark laws, various other intellectual property rights and unfair competition laws. Except as expressly provided in the Terms of Use or authorized by ShipAware in a written agreement, no Content or part of Content may be copied, duplicated, sold, resold, reverse engineered, decompiled, reproduced, modified, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, or distributed in any way through any media whatsoever.
5. THIRD PARTY SERVICES
5.1 If You decide to enable, access or use Third Party Services, be advised that Your access and use of such Third Party Services is governed by the terms and conditions of such Third Party Services, and ShipAware does not endorse, is not responsible or liable for, and makes no representations as to any aspect of such Third Party Services, including, without limitation, the accuracy, completeness or authenticity of the information contained or the manner in which the service providers of such Third Party Services handle data, including Your Data, or any interaction between You and the service provider. You irrevocably waive any claim against ShipAware with respect to such Third Party Services. ShipAware is not liable for any damage or loss caused or alleged to be caused by or in connection with Your enablement, access or use of any such Third Party Services, or Your reliance on the privacy practices, data security processes or other policies of such Third Party Services. You may be required to register for or log into such Third Party Services on their respective websites. By enabling any Third Party Services, You are expressly permitting ShipAware to disclose Your Login as well as Your Data as necessary to facilitate the use or enablement of such Other Service.
5.2 The Service may contain features and functionalities that may link You or provide You with access to third party content which is completely independent of ShipAware, including websites, directories, servers, networks, systems, information and databases, applications, software, programs, products or services, and the Internet in general. Your interactions with organizations or individuals found on or through the Service are solely between you and such organizations or individuals. You should make whatever investigation You feel necessary or appropriate before proceeding with any interaction with any of the third parties providing Third Party Services. You agree that ShipAware is not responsible or liable for any loss or damage of any kind or nature incurred as the result of any such dealings.
5.3 If there is a dispute between Users, or between Users and any third party, You understand and agree that ShipAware is under no obligation to become involved. In the event that You have a dispute with any other User, You hereby release the Released Parties from claims, demands, and damages (actual and consequential) of every kind or nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way related to such disputes.
5.4 ShipAware may obtain information, including Personal Data, from third parties and combine that with information ShipAware collects through the Service such as in the case where You use a Third Party Service or where we may have access to certain information from a third party social media or authentication service if You log into Our Services through such service or otherwise provide Us with access to information from such service. Any access that We may have to such information from a third party social or authentication service is in accordance with the authorization procedures determined by that service.
By authorizing ShipAware to connect with a Third-Party Service, You authorize ShipAware to access and store Your name, email address(es), current city, profile picture URL, and other Personal Data that the Third Party Service makes available to ShipAware, and to use and disclose it in accordance with these Terms of Use and ShipAware Privacy Policy.
6. TERMINATION
ShipAware reserves the right in its sole discretion to terminate Your Account, delete Your profile and any of Your Data and restrict Your use of all or any part of the Service for any or no reason, without notice, and without liability to you or anyone else. If User does not log in to the Account for 12 or more months, ShipAware may treat the Account as "inactive" and permanently delete the Account, Your Data and any other data associated with it. ShipAware reserves the right to block users from certain IP addresses or device numbers and prevent access to the Service. Your license terminates immediately if You attempt to circumvent any technical protection measures used in connection with the Service or You otherwise use the Service in breach of these Terms of Use.
7. WARRANTY DISCLAIMER
YOU AGREE THAT USE OF THE SERVICE IS ENTIRELY AT YOUR OWN RISK. THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND. ALL WARRANTIES, EXPRESS AND IMPLIED, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT ARE EXPRESSLY DISCLAIMED TO THE FULLEST EXTENT PERMITTED BY LAW. TO THE FULLEST EXTENT PERMITTED BY LAW, THE RELEASED PARTIES DISCLAIMS ANY WARRANTIES FOR THE SECURITY, RELIABILITY, TIMELINESS, ACCURACY, AND PERFORMANCE OF THE SERVICE. TO THE FULLEST EXTENT PERMITTED BY LAW, THE RELEASED PARTIES DISCLAIM ANY WARRANTIES FOR THIRD PARTY SERVICES OR GOODS RECEIVED THROUGH THE SERVICE OR ANY LINKS ON THE SERVICE. TO THE FULLEST EXTENT PERMITTED BY LAW, THE RELEASED PARTIES DISCLAIM ANY WARRANTIES FOR VIRUSES OR OTHER HARMFUL COMPONENTS IN CONNECTION WITH THE SERVICE.
THE RELEASED PARTIES WILL HAVE NO LIABILITY FOR NAMELY BUT NOT EXCLUSIVELY: (a) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT; (b) PERSONAL INJURY OR PROPERTY DAMAGE RESULTING FROM YOUR ACCESS TO OR USE OF THE SERVICE; (c) ANY UNAUTHORIZED ACCESS TO OR USE OF SHIPAWARE SERVERS OR OF ANY PERSONAL OR FINANCIAL INFORMATION; (d) ANY INTERRUPTION OF TRANSMISSION TO OR FROM THE SERVICE; (e) ANY COMPUTER VIRUSES OR MALICIOUS CODE THAT MAY BE TRANSMITTED ON OR THROUGH THE SERVICE; OR (f) ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY FUNCTIONALITY OR CONTENT POSTED, E-MAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE ON OR THROUGH THE SERVICE.
THE RELEASED PARTIES DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY THIRD PARTY PRODUCT OR SERVICE RECOMMENDED, ADVERTISED, OR OFFERED ON OR THROUGH THE SERVICE OR ANY LINKED WEBSITE.
YOU UNDERSTAND AND AGREE THAT ANY MATERIAL OR INFORMATION DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DONE AT YOUR OWN RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE ARISING FROM DOING SO. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM SHIPAWARE OR THROUGH THE SERVICE WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE IN THESE TERMS OF USE.
As some jurisdictions do not allow disclaimer of certain warranties, the foregoing disclaimers may not apply to you insofar as they relate to implied warranties.
8. LIMITATION OF LIABILITY
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES SHALL THE RELEASED PARTIES BE LIABLE FOR DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES (EVEN IF SHIPAWARE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM ANY ASPECT OF YOUR USE OF THE SERVICE, WHETHER THE DAMAGES ARISE FROM USE OR MISUSE OF THE SERVICE, FROM INABILITY TO USE THE SERVICE, OR THE INTERRUPTION, SUSPENSION, MODIFICATION, ALTERATION, OR TERMINATION OF THE SERVICE. SUCH LIMITATION SHALL ALSO APPLY WITH RESPECT TO DAMAGES INCURRED ARISING OUT OF OR IN CONNECTION WITH THIRD PARTY SERVICES RECEIVED THROUGH THE SERVICE OR ANY LINKS ON THE SERVICE, AND WITH RESPECT TO DAMAGES IN CONNECTION WITH INFORMATION RECEIVED THROUGH THE SERVICE OR ANY LINKS ON THE SERVICE. THESE LIMITATIONS SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. IN NO EVENT SHALL SHIPAWARE’S ENTIRE LIABILITY TO YOU EXCEED THE PRICE PAID BY YOU FOR THE SERVICE.
In some jurisdictions, some of the foregoing limitations may not apply.
9. INDEMNITY OF SHIPAWARE
You agree to indemnify and hold the Released Parties harmless from any demands, liability, claims or expenses, including attorneys' fees and court costs, made by any third party due to or arising out of or in connection with: (a) any information (including Your Data or any other data) that you or anyone using your Account submit, post, or transmit on or through the Service; (b) the use of the Service or Third Party Services by you or anyone using your Account; (c) the violation of these Terms of Use by you or anyone using your Account; or (d) the violation of any rights of any third party, including intellectual property, privacy, publicity, or other proprietary rights by you or anyone using your Account. ShipAware reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you. If ShipAware does assume the defense of such a matter, You will reasonably cooperate with ShipAware in such defense.
10. FORCE MAJEURE
ShipAware will not be held liable for any delays or failure in performance of any part of the Service, from any cause beyond ShipAware's reasonable control. This includes, but is not limited to, acts of God, changes to law or regulations, embargoes, war, terrorist acts, riots, fires, earthquakes, nuclear accidents, floods, strikes, power blackouts, volcanic action, unusually severe weather conditions, and acts of hackers or third-party internet service providers.
11. GOVERNING LAW AND JURISDICTION; LIMIT ON COMMENCING ACTIONS
This Agreement is governed by the laws of the State of Pennsylvania, U.S.A. without regard to the conflicts of laws principles thereof. You consent to the exclusive jurisdiction and venue of the state and federal courts in Scranton, Pennsylvania in all disputes arising out of or relating to the use of the Services.
All information available on the Service may also be subject to the laws of the country where you reside. Access in countries where the information, services or products provided on the Service are illegal is prohibited. By using the Service, regardless of where you live in the world, you consent to have your Personal Data transferred to and processed and collected in compliance with ShipAware’s Privacy Policy.
If any dispute arises relating in any way to the use of the Service or to these Terms of Use, the parties will attempt to resolve any claim or dispute through negotiation with persons fully authorized to resolve the dispute. If the parties are unable to resolve the dispute through negotiation within a reasonable time after written notice from one party to the other that a dispute exists, the dispute shall be subject to the exclusive jurisdiction of the courts of the State of Pennsylvania, U.S.A.
12. OTHER PROVISIONS
If any provision in the Terms of Use is held invalid, the remainder of the Terms of Use shall continue to be enforceable. If any provision in the Terms of Use is deemed unlawful, void or unenforceable, then that provision is deemed severable from the Terms of Use and the remaining provisions are still valid and enforceable. The failure of ShipAware to enforce any right or provision of these Terms of Use will not prevent ShipAware from enforcing such right or provision in the future. ShipAware may assign its rights and obligations under these Terms of Use, including in connection with a merger, acquisition, a sale of assets or by operation of law.