MY.SHIPRUSH TERMS OF USE

Effective Date of Policy: August 22, 2018

This agreement (“Terms of Use”) defines the terms and conditions of using the website located at my.shiprush.com (“Website”). The Website is owned and operated by Descartes Systems (USA) LLC, a Delaware limited liability company (“Descartes”). Except for certain content created by users of the Website (as defined below), all pages within the Website, and any material made available for download by the Website, are the property of Descartes. Please read these Terms of Use carefully. You acknowledge and agree that use of this Website indicates your agreement to be bound by these Terms of Use. If you do not agree to be bound by these Terms of Use, please promptly exit this Website.

Although you can use the features of this Website alone or in tandem with ShipRush. The features and functionality provided by this Website are collectively referred to as the “Services”. The terms and conditions of using ShipRush are separately defined by the license agreement for the ShipRush software.

IF YOU ARE USING THIS WEBSITE ON BEHALF OF ANOTHER PERSON OR ENTITY (E.G. EMPLOYEE OR AGENT FOR A BUSINESS), YOU ACKNOWLEDGE AND AGREE THAT THE OTHER PERSON (WHETHER AN INDIVIDUAL OR A BUSINESS ENTITY AND IN ADDITION TO YOU) AGREES TO BE BOUND BY AND HAS GIVEN YOU THE AUTHORITY TO BIND THEM TO THE TERMS AND CONDITIONS OF THESE TERMS OF USE.

1.Use of the Website.

(a)The Website is protected by United States and international copyright and trademark laws. Except in connection with the intended operation and function of the Website, no portion of the content or information contained within the Website or content or information delivered as a result of visiting the Website may be reprinted, republished, modified, or distributed in any form without the express written permission of Descartes.

(b)During the authorized operation and use of the Website, your internet browser software may create one or more copies of the executable code, graphics files, data files, and other information and data transmitted to your computer (the “Cached Information”). The Cached Information must be stored solely on your local disk drive and used solely in support of the authorized operation and use of the Website and for no other purpose.

(c)You may not reverse engineer, decompile or otherwise attempt to extract the source code, algorithms, operational flow, data structures, or object structures of the Website, or any portion thereof, unless expressly permitted or required by law, or you have written authorization from Descartes to do so.

(d)You must not modify or remove any proprietary notices, including copyright notices, contained on the Website or any materials obtained in connection with your use of the Website.

(e)All rights not expressly granted by these Terms of Use are reserved by Descartes.

2.Use of the Services.

(a)In connection with using the Services, you will transmit information and data to the Website (collectively, “User Data”) including, but not limited to, information used in connection with establishing a user account, information stored in a ShipRush database and information created in connection with ecommerce transactions from other websites. Descartes acknowledges and agrees that you retain full ownership interest in the User Data.

(b)You grant Descartes a worldwide, royalty-free, non-exclusive, transferable, sublicensable, irrevocable, perpetual license to store, reproduce, modify, aggregate, display, and publish your User Data for the limited purpose of providing the Services.

(c)You represent and warrant the following about your User Data:

(1)The storage and use of your User Data will not infringe the proprietary rights of any party. Proprietary rights include, but are not limited to, copyright, patent, trademark and trade secret rights;

(2)Your User Data does not contain or install any viruses, worms, malware, Trojan horses, cross script attacks or other harmful or destructive content;

(3) Where applicable and in particular as it relates to any personally identifiable information of any living person, you have obtained all necessary permissions or consents to process, collect, store, transfer, transmit, disclose, or otherwise provide your User Data to Descartes for its use in the Services.

(d)Descartes, in its sole discretion, has the right (but not the obligation) to, (i) refuse or remove any content that is harmful or objectionable, (ii) is inconsistent with any of Descartes’s policies or procedures related to use of the Website, (iii) would obligate Descartes to adopt a data security or privacy standard or be subject to audits or inspections which Descartes has not currently adopted or is not currently subjected to, or (iv) violates any term or condition of these Terms of Use.

(e)It is your exclusive obligation to update Descartes’ records with your current contact information including, without limitation, your email address and you agree that Descartes may use that information to contact you.

3.Privacy Policy and Data Processing Terms. Descartes’ Privacy Policy and Data Processing Terms is an integral part of, and incorporated by reference into, this Terms of Use. The Privacy Policy and Data Processing Terms can be found at http://my.shiprush.com/pages/PrivacyPolicy.

4.Subscription Fees.

(a) When used with ShipRush and in eBay Selling Manager Applications, the services are currently free of charge. On a minimum of sixty (60) days prior notice to you, Descartes has the right, in its sole discretion, to introduce fees and costs for the Services. Descartes is deemed to have complied with its notice obligations under this section by sending an email message to your email address as set forth in your account records.

(b) Credit Verification: Descartes reserves the right to verify the credit of all persons or companies applying for services. This may be done at any time.

5. Users Printing Labels for the U.S. Postal Service: POSTAL POSTAGE ACCOUNT TERMS AND REQUIREMENTS

(a) By accepting these Terms, you are also entering into an Agreement with the United States Postal Service (USPS) in accordance with the Domestic Mail Manual (DMM) 604.4, Postage Payment Methods, Postage Meters and PC Postage Products (Postage Evidencing Systems or “PES”). You accept responsibility for control and use of your account and the PES printed therefrom. You agree and certify that: (i) you will comply with all laws and regulations applicable to USPS services, including, without limitation, the provisions of the Domestic Mail Manual and the International Mail Manual, (ii) you do not owe any money to the USPS and you are not a controlling member or officer of an entity that owes money to the USPS, and (iii) you authorize Descartes to disclose your personal information to the USPS and such other information retained by Descartes that may enable the USPS to collect debts owed to it.

(b) You acknowledge that you have read the Domestic Mail Manual 604.4, Postage Payment Methods, Postage Meters and PC Postage Products (Postage Evidencing Systems) and agree to abide by all rules and regulations governing its use.

(c) Failure to comply with the rules and regulations contained in the DMM or use of the PES in any fraudulent or unlawful scheme or enterprise may result in the revocation of this agreement and the termination of access to Website.

(d) You further acknowledge that any use of this PES that fraudulently deprives the USPS of revenue can cause you to be subject to civil and criminal penalties applicable to fraud and/or false claims against the United States. The submission of a false, fictitious or fraudulent statement can result in imprisonment of up to five (5) years and fines of up to $10,000 (18 U.S.C. 1001). In addition, a civil penalty of up to $5,000 and an additional assessment of twice the amount falsely claimed may be imposed (3 U.S.C. 3802).

(e) You further understand that the rules and regulations regarding the use of this PES as documented in the DMM may be updated from time to time by the USPS and it is your obligation to remain up to date on the rules and regulations and to comply with any current and future rules and regulations regarding its use.

(f) You further understand that the USPS has initiated an Automatic Package Verification system, that may result in the charge for a label being applied to your account after the initial label has printed. Such charges may be assessed after your account is terminated (by you or Descartes), and you agree that Descartes may retain your payment method to collect such charges, or may delay refunding your account balance to allow such charges to be paid.

6. Scan Based Return Labels (sometimes refered to as “Pay on Use”)

(a) Website’s Scan Based Return label feature, hereafter referred to as “Scan-Based-Return” is a program offered to qualified Descartes customers. This program enables such qualified Descartes customers to print service shipping labels (either outbound or returns) for which shipping charges are paid when the label is scanned by the carrier in the mail stream (known as Scan-Based-Return), rather than at the time the label is printed (known as pre-paid).

(b) Payments: Descartes will automatically debit the applicable account balance for shipping charges and any applicable transaction fees for any Scan-Based-Return label that is scanned by the carrier in the mail stream. Because rates can vary over time, you hereby agree that the shipping charges debited from your account balance may be calculated based on the customer rate at the time the label is scanned by the carrier in the mail stream, not at the time the label is printed. In addition to shipping charges and other applicable account fees, Descartes reserves the right to charge additional fees for participation in the Scan-Based-Return. You are responsible for paying for any Scan-Based-Return label that is scanned before the applicable label’s expiration date (expiration dates vary by carrier).

(c) Restrictions: Scan-Based-Return labels designated as return labels shall not be used as original outbound shipping labels. Scan-Based-Return labels are not eligible for refunds. If you participate in the Scan-Based-Return program, you may be required to maintain balance sufficient to cover the cost of the Scan-Based-Return labels. Your access to the Scan-Based-Return program may be disabled immediately if Descartes determines, in its sole discretion, that your account is delinquent or that you are misusing the Scan-Based-Return program.

(d) Termination: Even after your account is terminated (by you or Descartes), you must still pay for any Scan-Based-Return labels that are scanned before the labels’ expiration dates, and you agree that Descartes may retain your payment method to collect such charges, or may delay refunding your account balance to allow such charges to be paid.

7. Attempted Automatic Refund Requests for Shipping Labels:

(a) If your ShipRush account is eligible and approved by ShipRush for the automated refund request feature, ShipRush will attempt to identify labels, and shipping services requested through ShipRush, that may be eligible for refunds. In this case, ShipRush may automatically submit refund requests on your behalf, and, if such request is approved, update your account when the refund is received. ShipRush shall charge a fee for refunds received via this automatic refund request, and will deduct this fee from the total refunded amount.

(b) Labels potentially eligible for this automatic service will be limited to labels that ShipRush elects. The types of labels eligible may be changed from time to time at the sole discretion of ShipRush. These changes may take effect without notifying you.

(c) You authorize ShipRush to act as your agent to submit these refund requests, on your behalf, for the labels ShipRush considers eligible. In most cases, this is done automatically, with no further instruction by you. You agree that when your cooperation is needed in submitting such a request to cooperate and to take steps necessary to make the refund request complete. You release ShipRush from any and all responsibility, liability or causes of action arising out of or related to proper or improper refund requests submitted by ShipRush on your behalf, including, but not limited to, failing to request refunds for eligible labels, failing to identify eligible labels, and refund requests that are submitted but are then denied by the shipping carrier (including, but not limited to, the U.S. Postal Service). It will always be your responsibility to be aware of labels eligible for refund and to request such a refund interactively in ShipRush.

7.Operation of the Software.

(a)Passwords. You are solely responsible for maintaining the confidentiality of passwords associated with the Website and the Services. You must promptly notify Descartes If any password is lost, stolen, needs to be reset because of a change in personnel or other circumstance which may jeopardize the confidentiality of any password.

(b)Support Tool. You understand and agree that the Services are a tool designed to assist you with the operation and management of your ecommerce business. You are and remain solely responsible for establishing all policies, procedures and practices used in connection with the management and operation of your business.

(c)Protection of Proprietary Information.

(1)The Website receives, processes, stores, and generates output containing private and proprietary information (the “Proprietary Information”). Descartes has implemented the following features to assist you with the protection of the Proprietary Information (the “Website Security Features”):

(A)Secure Sockets Layer (SSL) is used for transmission of Proprietary Information to or from an ecommerce platforms when applicable and support by that ecommerce platform. SSL is also used for login authentication.

(B)Electronic tokens provided by ecommerce platforms in connection with accessing your account are encrypted for storage on system hard drives.

(2)Although Descartes has implemented the Website Security Features, you understand and agree that it is your sole obligation and responsibility to select and implement the processes, procedures and technologies for protecting access to, distribution of and use of, such information.

(3)You understand and agree that it is your sole obligation and responsibility to comply with the laws, regulations and rules applicable to the acquisition, storage, use and distribution of personally identifiable and other private information.

8.Modifications and Enhancements of the Services. At the sole discretion of Descartes, Descartes may develop, and make available to you, changes, revisions, enhancements or modifications to the Services (each a “Services Revision”). Descartes is not obligated to develop any Services Revision including without limitation modifying the Services to operate on new or modified systems, equipment or configurations. A Services Revision may also eliminate a particular feature or functionality. Each Services Revision will be classified at the sole discretion of Descartes (e.g. new version, new release, or new modification). Each “Services Revision” is deemed to be part of the Website under this Agreement. You understand and agree that Descartes, in its sole discretion, may charge an additional fee to access and use the additional functionality of a Services Revision, or any portion thereof.

9.Proprietary Rights in the Website.

(a)All right, title and interest in and to the Website and the Services (including any Services Revision) is owned by Descartes. The Website may include one or more components licensed from a third party and such third parties own the rights to their respective components. Except for the authorized use of the Website, no term or provision of the Terms of Use shall be interpreted as a sale, assignment, or transfer of any right, title or interest in the Website or Services, or any portion or component thereof, to you or any third party.

(b)You acknowledge and agree that SHIPRUSH and the ShipRush logo are trademarks and service marks of Descartes. All other trademarks, service marks, logos and trade names used within the Website are the intellectual property of their respective owners.

10.Electronic Audit Right. Descartes has the right to monitor usage of the Website (including the Services) to assess performance of the Website, assess potential modifications and enhancements to the Website and to confirm your compliance with the terms and conditions of these Terms of Use.

11.Termination of the Services.

(a)This Terms of Use agreement terminates immediately when you close your account including, without limitation, by using the account management features available on Website or failing to log into your account for a continuous period of twelve (12) months or more.

(b)Descartes has the right to immediately terminate this Terms of Use agreement (including, without limitation, access to the Services) for any breach of these Terms of Use. Descartes will send notice of the termination to the email address, if any, set forth in your account records.

(c)Without limiting Descartes’ rights in the prior section, Descartes has the right to terminate or cancel the Services at any time, with or without cause, by providing you with a minimum of 60 days prior written notice. Descartes is deemed to have complied with its notice obligations under this section by sending an email message to your email address as set forth in your account records.

12.Effect of Termination. On termination, (i) you will lose all access to the Services and (ii) Descartes has the right to permanently delete some or all of your User Data or other information associated with your account.

13.Availability of Website. Descartes, in its sole discretion, may modify, suspend or discontinue any aspect of the Website or the Services at any time.

14.Limited Warranty and Disclaimer; Limitation of Liability.

(a)THIS WEBSITE INCLUDING, BUT NOT LIMITED TO THE SERVICES, ARE PROVIDED “AS IS,” WITH NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED. YOU ASSUME TOTAL RESPONSIBILITY AND RISK FOR YOUR USE OF THIS WEBSITE AND THE SERVICES.

(b)DESCARTES, AND ITS OFFICERS, MEMBERS, EMPLOYEES, AGENTS, LICENSORS, SUCCESSORS AND ASSIGNS ARE NOT RESPONSIBLE OR LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE, OR OTHER DAMAGES ARISING OUT OF OR RELATING TO YOUR ACCESS TO AND USE OF THE WEBSITE (INCLUDING THE SERVICES), ANY CONTENT OR INFORMATION CONTAINED WITHIN THE WEBSITE, ANY CONTENT OR INFORMATION DELIVERED AS A RESULT OF VISITING THE WEBSITE, OR ANY HYPERLINKED WEBSITE. YOUR SOLE REMEDY FOR A BREACH OF THESE TERMS OF USE BY DESCARTES, OR ANY DISSATISFACTION ARISING FROM OR RELATED TO THE WEBSITE (INCLUDING THE SERVICES), IS TO STOP USING THE WEBSITE. THIS LIMITATION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF DESCARTES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

15.Links or Pointers to Other Sites. Descartes makes no representations about any other web site that you may access through this Website. You acknowledge and agree that when you access a non-Descartes web site, it is independent from Descartes and that Descartes has no control over that Website including, without limitation, its content, terms of use and privacy policy. It is solely your responsibility to protect against destructive content such as viruses, worms and trojan horses.

16.Indemnity. You agree to indemnify, defend, and hold harmless Descartes, and its officers, members, employees and agents, from and against any claims, demands, damages, and costs (including attorneys’ fees and costs) arising out of or related to one or more of the following: (i) the actual or alleged infringement by you of the intellectual or other proprietary rights of a third party as a result of the unauthorized use of the Software, Services, or Documentation, (ii) the actual or alleged violation by you of any law, statute, or regulation as a result of the unauthorized use of the Website (including the Services), or (iii) the actual or alleged breach of any terms of these Terms of Use.

17.Transfer of Rights. Except with the prior written consent of Descartes, you may not assign, transfer or sublicense your rights and obligations under these Terms of Use, or any portion thereof, or grant a security interest in or over your rights to use the Website or the Services. Any unauthorized assignment, transfer, sublicense or security interest is void. Descartes has the right to assign, transfer and sublicense its rights and obligations without restriction and in its sole discretion.

18.Choice of Law; Venue; Attorney’s Fees; Severability. These Terms of Use are entered into in the State of California and shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of law rules. Each party to these Terms of Use submits to the exclusive jurisdiction of the state and federal courts sitting in the County of Sonoma in the State of California and, to the maximum extent permitted by law, waives any jurisdictional, venue, or inconvenient forum objections to such courts. In any action to enforce these Terms of Use, the prevailing party is entitled to recovery of its costs and attorney fees. In the event that any of the Terms of Use are held by a court or other tribunal of competent jurisdiction to be unenforceable, those provisions shall be limited or eliminated to the minimum extent necessary so that these Terms of Use shall otherwise remain in full force and effect.

19.Entire Agreement. These Terms of Use constitute the entire agreement between Descartes and you pertaining to the subject matter of this Agreement. In its sole discretion, Descartes may modify these Terms of Use or any other document referenced in it by posting a revised version on the Website. Your continued use of this Website will indicate your agreement to be bound by the modified Terms of Use or other such document as the case may be.

{ TermsofUse }
{ $Revision: #4 $ }
{ $Date: 2018/08/23 $ }