Terms of Service
All content, information, and services provided on and through the Site may be used only in accordance with the Agreement, whether or not you become a registered user of the Site. As used in this Agreement, "Customer" means a registered user who posts a request for courier services, "Courier" means an independent contractor who is a registered user who submits a bid to provide courier services for a request posted by a Customer, and "You" means a user of the Site. Reference IC or business
YOUR USE OF THE SITE CONSTITUTES YOUR AGREEMENT TO COMPLY WITH THESE TERMS. WE MAY CHANGE THE TERMS THAT GOVERN YOUR USE OF THE SITE FROM TIME TO TIME EFFECTIVE UPON POSTING OF AN UPDATED VERSION OF THESE TERMS ON THE SITE. YOU ARE RESPONSIBLE FOR REGULARLY REVIEWING THESE TERMS. BY USING THIS SITE, YOU AGREE THAT THE POSTING OF NEW OR REVISED TERMS AND CONDITIONS ON THE SITE WILL CONSTITUTE ADEQUATE AND CONSTRUCTIVE NOTICE TO YOU OF ANY AND ALL REVISIONS AND CHANGES. CONTINUED USE OF THE SITE OR ANY SERVICES AFTER ANY SUCH CHANGES SHALL CONSTITUTE YOUR ACCEPTANCE OF THE TERMS AS CHANGED. IN ADDITION TO CHANGES IN THE TERMS, WE MAY CHANGE, EDIT, DELETE OR REVISE PORTIONS OF THE SITE AT ANY TIME WITHOUT NOTICE.
1.0 Use of the Site.
1.1 Your Account. If You are a corporation or other bona fide legal entity - or if you are an individual and over eighteen (18) years of age - and opt to register on the Site, You will have an email address/username and password for your account. You are responsible for maintaining the confidentiality of your account, username and/ or password and for restricting access to your authorized personnel. You accept responsibility for all activities that occur under your account or password. You will provide only current, complete, accurate and truthful information. If You are accessing and using the Site on behalf of another individual or entity, then you represent that you have the authority to bind that person or entity as the principal to these Terms, and to the extent you do not have such authority you agree to be bound to these Terms and to accept liability for harm caused by any wrongful use of the Site resulting from such access or use. We reserve the right to refuse service and/or terminate accounts without prior notice if these Terms are violated or if we decide, in our sole discretion, that it would be in our best interests to do so. You acknowledge that data entry, communication and storage are subject to a possibility of human and machine errors, omission, delays, down time, and losses, including inadvertent loss of data or damage to media, which may give rise to loss or damage or which may prevent access to the Site. We will not be liable in any way to you or any other party for errors, omissions, delays, interruptions, or losses.
1.2 Limited License. Deliv grants Customer a limited, revocable license to access and make use of the Site in accordance with these Terms. This license does not include, and Customer is expressly prohibited from: (a) creating derivative works using the Site or its contents; (b) using data mining tools, bots, or similar data gathering techniques and tools; (c) framing or using framing techniques to enclose any Site content without our express written consent; and (d) using any meta tags or any other "hidden text" that uses the Zipments or Deliv name or any Zipments or Deliv trademarks or services marks.
2.0 Performance and Nature of Services.
2.1 We shall use commercially reasonable efforts to make available our technology platform to enable You to use our Services. We may, in our discretion and without liability to you, with or without prior notice and at any time, modify or discontinue, temporarily or permanently, any portion of our Services. You acknowledge and agree that: (a) the Services may be performed by us or on our behalf; and (b) for quality assurance and training purposes, communications between You and your personnel and our personnel may be monitored and/or recorded.
2.2 The goods or products that are being shipped shall be deemed tendered to us in our capacity as a business-to-business web based technology platform. We reserve the right to engage independent contractors to provide certain Services. For the avoidance of doubt, we are not a Broker, Freight Forwarder, Motor Carrier or Shipper as such terms may be defined in rules or regulations issued by the Federal Motor Carrier Safety Administration or in any other similar rules or regulations or by any other governmental body. You acknowledge that the Services are not intended to be contract carriage as defined in 49 U.S.C. § 13102(4) and § 14101(b).
3.0 Independent Contractor. We are and shall be an independent contractor and not your employee, agent, or partner. We have the right to be employed by, contract with or otherwise perform the same or similar services for other individuals or entities. If you are a Courier, you agree that you are an independent contractor and not an employee, owner, joint venturer, partner or agent of ours and that there is no employment agreement between you and us. In addition, as a Courier, you understand and agree that you have no authority to bind us and you will not make any representations to any party that you have any authority to bind us, as an employee, partner or otherwise.
4.0 User Content & Conduct.
4.1 Neutral Venue. You acknowledge and agree that the Site will function solely as a conduit for the receipt, management and transmission of content supplied by you and third parties (the "Content"). We are not involved in the actual face-to-face contact between users, and we have no control over the conduct of our users or the truth or accuracy of the information that users post on the Site. We are not responsible for any Content. As between you and us, you have complete responsibility for any claim that any Content was unlawfully or improperly delivered, received, stored, processed, copied, adapted, reproduced, published, transmitted or divulged, and any other similar claims arising out of your or another party's proper or improper use of Content.
4.2 Content License. If you post or submit Content through the Site, and unless we indicate otherwise, you hereby grant to us a perpetual, worldwide, royalty-free, fully paid-up irrevocable right and license, which we may sublicense, to: (a) use, copy, reproduce, perform, display, publish and distribute (internally and externally) copies of, the Content (including any trademarks that consist of text or that are embedded or incorporated into such Content, e.g., a logo in a product image); and (b) adapt, modify, re- format and create derivative works of such Content which derivative works are also subject to the license set forth in clause (a). You also hereby grant us and our sublicensees the right to use the name that you submit in connection with such Content. Our rights to the Content will apply to the Content in any form or medium, whether now known or hereafter known.
4.3 Content Violation. As between You and us, You have complete responsibility for any claim that any Content was unlawfully or improperly delivered, received, stored, processed, copied, adapted, reproduced, published, transmitted or divulged, and any other similar claims arising out of Your or another party's proper or improper use of the Content. We may, but are not obligated, to review Content that you submit. If notified that Content allegedly does not conform to these Terms, we may investigate the allegation and determine in our sole discretion whether to remove or request the removal of the Content. We have no liability or responsibility to you and other users for performance or nonperformance of such activities. We reserve the right to expel you and prevent your further access to the Site for violating these Terms or the law and the right to remove Content that is abusive, illegal, or disruptive. We have no obligation to post any Content from you or anyone else. In addition, we may, in our sole and unfettered discretion, edit, remove or delete any Content that you post or submit. We may take any action with respect to Content that we deem necessary or appropriate in our sole discretion if we believe it may create liability for us.
4.4 Content Warranty. You represent and warrant to us that: (a) You have the rights to grant us the rights that You purport to grant in this Agreement; (b) Content is accurate and not misleading; and (c) Content is not illegal, obscene, threatening, defamatory, invasive of privacy, infringing of intellectual property rights, or otherwise injurious to third parties or objectionable and does not consist of or contain software viruses, political campaigning, commercial solicitation, chain letters, mass mailings, or any form of "spam."
4.5 Restrictions on Use. You agree that you will not: (a) interfere, breach or abuse the security measures implemented to limit access and protect the Site and the resources used to provide the Site; (b) disrupt or interfere with the operation of the Site or the resources used to provide the Site; (c) transmit through the Site any virus, trojan horse, or similarly harmful, disruptive or destructive computer program, script or object; (d) monitor, mirror, copy, summarize or create any derivative work from any website through which some or all the Site is provided or any materials used to provide the Site (including the underlying software); (e) use another person's account or password to access the Site or otherwise obtain unauthorized access to the Site or the data or information of another person; (f) use the Site in any illegal manner or for any illegal purpose, or any other manner or purpose that would expose us or our service providers to civil or criminal liability; (g) use the Site to transmit any form of unsolicited commercial e-mail or similar messages or otherwise use the Site for commercial purposes; (h) transmit or communicate to us or our service providers any information that is illegal or which it does not have permission to transmit or communicate; (i) reverse engineer, decompile or reverse assemble any software used to provide the Site; (j) use the Site in any manner that could reasonably be expected to damage, disable, overburden or impair the Site; (k) interfere with the security of, or otherwise abuse the Site or the system resources, accounts, servers or networks connected to or accessible through the Site; (l) permit any person under the age of 18 to access or use the Site; (m) impersonate any person or entity, or falsify or otherwise misrepresent yourself or your affiliation with any person or entity; (n) use automated scripts to collect information or otherwise interact with the Service or the Site; (o) use the Site to find a Customer or Courier and then complete the transaction offline in order to circumvent your obligations; (p) submit any Content with a false or misleading price, or submit any Content with a price that you do not intend to honor; (q) submit a bid on a task that you cannot or do not intend to perform; or (r) attempt, or permit or authorize any other person to do, or omit to restrict any user from doing, any of the foregoing. We reserve the right to suspend or restrict the provision of the Site as we determine in our sole discretion.
4.6 Identity Verification. You are responsible for determining the identity and suitability of others with whom you connect through this Site. We encourage you to communicate directly with potential Customers and Couriers through the tools available on the Site and to review your Couriers' and Customers' profile pages for feedback from other users.
4.7 Your Experience with Other Users. You are solely responsible for your interactions with other users of our Services. We will not be responsible for any damage or harm resulting from your interaction with any other user of the Site. We reserve the right, but have no obligation, to monitor interactions between you and other users of the Site and to take any other action in good faith to restrict access to or the availability of any material that we or another user of our Site may consider obscene, lewd, lascivious, filthy, violent, harassing or otherwise objectionable.
4.8 Release. You agree that any legal remedy or liability that you seek to obtain for actions or omissions of other users will be limited to a claim against the particular user or users who caused you harm. You agree not to attempt to impose liability on, or seek any legal remedy from us. You hereby release us (and our officers, directors, agents, subsidiaries, joint ventures and employees) from any and all claims, demands, damages (actual, consequential, nominal, punitive, or otherwise), equitable relief, and any other legal, equitable, and administrative remedy, of every kind and nature, whether known or unknown, suspected or unsuspected, disclosed or undisclosed, past, present, or future, arising out of or in any way connected with your communication or interaction with other users on the Site or your experience as Customer or Courier in connection with the Site. If you are a California resident, then you waive California Civil Code section 1542, which provides: "A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor."
4.9 Legal Compliance. You are responsible for using the Site in a manner that complies with all applicable local, state, national and international laws and regulations.
5.1 Packaging and Marking.
(a) Customer agrees to comply with: (i) all applicable local, state and federal laws governing packing, packaging, marking and labelling of Merchandise for all shipments; and (ii) the shipping policy at https://zipments.com/shipping_policy.
(b) All Merchandise must be prepared and packed for safe transportation with ordinary care in handling in an express transportation environment. Merchandise susceptible to damage as a result of conditions that may be encountered during transit such as changes in temperature or atmospheric pressure, or adverse pavement/road conditions must be adequately protected by proper packaging. Each shipment must be accompanied by a legible and durably marked description of the nature and quantity of the Merchandise, and the name, address and ZIP code of the recipient.
(c) If Merchandise leaks, or is damaged due to inadequate packaging, the shipment will be returned to the Customer pickup point, if possible. If the Merchandise cannot be returned because of leakage or damage due to faulty packaging, Customer is responsible for, and will reimburse us for, all costs and fees of any type incurred in connection with the storage and/or disposal of the Merchandise and the clean-up and remediation of any spill or leakage.
5.2 Refusal or Rejection of Merchandise. We reserves the right, in our sole but reasonable discretion, to refuse, hold or return any Merchandise and may do so without liability. By way of example and not limitation, we may exercise this right if the Merchandise: (a) may cause damage or delay to other shipments, property or personnel; (b) is likely to sustain damage or loss in transit because of improper packaging or otherwise; (c) appears to be damaged upon pickup at Customer’s site; (d) contains any prohibited items; or (e) may jeopardize our ability to provide service to other customers. Customer acknowledges and agrees that we have no liability whatsoever for refusal or rejection of Merchandise, so long as our refusal or rejection is in good faith.
5.3 Perishables. Couriers do not provide refrigerated shipping vehicles and we will not be liable for Merchandise that could be damaged by exposure to ordinary fluctuations in temperature. Perishable items shall be accepted solely at the Customer's risk for damage, regardless of whether the package was delivered on time.
6.1 As used herein, "Confidential Information" means all confidential information disclosed by us to you, whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information will include the terms and conditions of the Agreement, as well as business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by us. However, Confidential Information will not include any information that is or becomes generally known to the public without your fault or breach of this Agreement.
6.2 You agree: (a) to use the same degree of care to protect our Confidential Information that you uses to protect the confidentiality of your own confidential information of like kind (but in no event less than reasonable care); (b) not disclose or use any Confidential Information for any purpose outside the scope of the Agreement; and (c) limit access to our Confidential Information to those of your employees, contractors and agents who need such access for purposes consistent with the Agreement and who have signed confidentiality agreements with you containing protections no less stringent than those herein.
7.0 Privacy. Customer shall comply with all privacy and data protection laws and regulations applicable to it, including, without limitation, the collection and disclosure to Deliv of Customer’s customers’ personal information.
8.0 Rates and Charges and Payment.
8.1 Fee Structure. As a Customer, you agree to pay the amount agreed upon between you and the Courier you've selected for the job and any applicable accessorial charges listed in the appendix. Terms of payment are net ten (10) days. Any undisputed payment, or portion thereof, not received within thirty (15) days of the invoice date may, in our sole discretion, accrue interest at a rate of one and one-half percent (1.5%) per month, or the highest rate allowed by applicable law, whichever is lower. If Customer is delinquent in payment, we may suspend service, and upon written notice to Customer, modify the payment terms to require full payment before the provision of any additional Services or require other assurances to secure Customer’s payment obligations hereunder.
8.2 Payment Logistics. As a Customer, if you accept a bid from a Courier for a job you've posted, then you will provide your credit card information and billing address. Your card will be charged the full balance at the time of acceptance, and we will hold the funds. When the Customer confirms receipt of delivery and rates the Courier, or 24 hours after the Courier has confirmed delivery, whichever is sooner, we will remit the held funds to the Courier.
8.3 Cancellation and Refunds. As a Customer, you may cancel a posted job at any time prior to accepting a Courier's bid. If you decide to cancel a job after you have accepted a Courier's bid, you may be able to receive a refund; however, cancelation fees may apply. If a Courier fails to perform a job or performs the job poorly, then you may be able to receive up to a full refund of your service fees; however, you are not entitled to additional compensation from us. We will work to help you resolve a dispute with a Courier who has missed a job assignment, lost or damaged your packages, or committed theft. To provide an efficient and safe marketplace, you will contact the Courier directly if you have a dispute and notify zipments of the dispute. We encourage you agree to rate Couriers on the Site according to your level of satisfaction with their services.
8.4 Chargebacks. If you have a dispute with a Courier or Customer, you should contact that party directly and attempt to resolve the matter. If the matter cannot be resolved between the parties directly, then you agree to notify zipments and zipments will work with you to help resolve the dispute. You should not attempt to resolve the dispute by initiating a chargeback. Unwarranted chargebacks initiated by you may result in the suspension or termination of your account. Our process is intended to ensure integrity of the feedback system and accuracy of any credit applied to a zipments account.
8.5 Taxes. All fees for Services are exclusive of all taxes and similar fees now in force or enacted in the future imposed on the transaction and/or the delivery of Services, all of which Customer will be responsible for and will pay in full, except for taxes based on our net income. Because state and local tax laws vary significantly by locality, you understand and agree that you are solely responsible for determining your own tax reporting requirements in consultation with tax advisors. We cannot and do not offer tax advice to either Couriers or Customers.
8.6 Third Party Payment Systems.
You agree that you will not use the Site, the PayPal service or any other third party payment service in connection with the Site for any activity that:
8.6.1 violates any law, statute, ordinance or regulation;
8.6.2 relates to sales of (a) narcotics, steroids, certain controlled substances or other products that present a risk to consumer safety, (b) drug paraphernalia, (c) items that encourage, promote, facilitate or instruct others to engage in illegal activity, (d) items that promote hate, violence, racial intolerance, or the financial exploitation of a crime, (e) items that are considered obscene, (f) items that infringe or violate any copyright, trademark, right of publicity or privacy or any other proprietary right under the laws of any jurisdiction, (g) certain sexually oriented materials or services, or (h) ammunition, firearms, or certain firearm parts or accessories, or (i) certain weapons or knives regulated under applicable law;
8.6.3 relates to transactions that (a) show the personal information of third parties in violation of applicable law, (b) support pyramid or ponzi schemes, matrix programs, other "get rich quick" schemes or certain multi-level marketing programs, (c) are associated with purchases of real property, annuities or lottery contracts, lay-away systems, off-shore banking or transactions to finance or refinance debts funded by a credit card, (d) are for the sale of certain items before the seller has control or possession of the item, (e) are by payment processors to collect payments on behalf of merchants, (f), are associated with the following Money Service Business activities: the sale of traveler's checks or money orders, currency exchanges or check cashing, or (g) provide certain credit repair or debt settlement services;
8.6.4 involves the sales of products or services identified by government agencies to have a high likelihood of being fraudulent;
8.6.5 violates applicable laws or industry regulations regarding the sale of (a) tobacco products, or (b) prescription drugs and devices; or
8.6.6 involves gambling, gaming and/or any other activity with an entry fee and a prize, including, but not limited to casino games, sports betting, horse or greyhound racing, lottery tickets, other ventures that facilitate gambling, games of skill (whether or not it is legally defined as a lottery) and sweepstakes unless the operator has obtained prior approval from PayPal and the operator and customers are located exclusively in jurisdictions where such activities are permitted by law.
9.0 Our Technology. All right, title and interest in and to the Site and Our Technology (and all intellectual property rights throughout the world therein and thereto), and any suggestions or feedback provided by Customer relating to the Our Technology will remain solely with us. "Our Technology" means any technology, process, procedure, content or methodology used in the operation of the Site or the performance of the Services, including any software (in source and object forms), APIs, tools, algorithms, user interface designs, architecture, libraries, objects and documentation, and any derivatives, improvements, enhancements or extensions of the foregoing. Customer agrees not to modify, adapt, sublicense, translate, sell, reverse engineer, decipher, decompile or otherwise disassemble Our Technology (or any portion thereof), s or cause others to do so.
10.0 Term and Termination.
10.1 We may, in our discretion and without liability to you, with or without cause, with or without prior notice and at any time: (a) terminate your access to our Services, (b) deactivate or delete any of your accounts and all related information and files in such accounts and (c) bar your access to any of such files or Services. Upon termination we will promptly pay you any applicable fees held in escrow and due to you, less our Service Fee.
10.2 The Agreement may be terminated by either party upon thirty (30) days advance written notice, with or without cause.
10.3 Termination of the Agreement shall not affect any amounts due under this Agreement that exist as of the date of such expiration or termination and a party shall have thirty (30) days in which to make payment to the other party for any amounts then owing in accordance with these Terms. Settling of accounts in the manner set forth in the foregoing sentence and termination of this Agreement shall be the exclusive remedy of the parties for breach of this Agreement, except for a breach of Section 6.0 (Confidentiality), 12.0 (No Poaching) or 13.0 (Indemnification).
10.4 Sections 6.0 (Confidentiality), 10.4, 12.0 (No Poaching), 13.0 (Indemnification), 15.0 (Declared Value and Limitation of Liability), 16.0 (Dispute Resolution) and 17.0 (Miscellaneous) of this Agreement shall survive the expiration or any earlier termination of this Agreement.
11.1 By Customer. Customer represents and warrants that: (a) it has the legal right and authority to enter into this Agreement and perform its obligations hereunder (including the right to provide us the Merchandise, and personal information about its customers, for us to perform the Services; (b) the performance of Customer’s obligations and the use of the Site and Services by Customer and Customer’s customers will not violate any applicable laws or regulations, or cause a breach of any agreements with third parties; and (c) it has obtained and will maintain all necessary permits, permissions, licenses and approvals relating to the possession, control, and delivery of the Merchandise.
11.2 Disclaimer Of Warranties. YOUR USE OF THE SITE AND INTERACTION WITH CUSTOMERS AND COURIERS IS AT YOUR SOLE RISK. THE SITE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. WE DO NOT REPRESENT OR WARRANT THAT (A) THE SITE WILL MEET YOUR REQUIREMENTS; (B) THE SITE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (C) ANY INFORMATION THAT YOU MAY OBTAIN THROUGH THE SITE WILL BE ACCURATE OR RELIABLE; (D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SITE WILL MEET YOUR EXPECTATIONS; OR THAT (E) ANY ERRORS IN ANY DATA OR SOFTWARE WILL BE CORRECTED. IF YOU ACCESS OR TRANSMIT ANY CONTENT THROUGH THE USE OF THE SITE, YOU DO SO AT YOUR OWN DISCRETION AND YOUR SOLE RISK. YOU ARE SOLELY RESPONSIBLE FOR ANY LOSS OR DAMAGE ARISING OUT OF SUCH ACCESS USE OR TRANSMISSION.NO DATA, INFORMATION OR ADVICE OBTAINED BY YOU IN ORAL OR WRITTEN FORM FROM US OR THROUGH OR FROM THE SITE WILL CREATE ANY REPRESENTATION OR WARRANTY NOT EXPRESSLY STATED IN THESE TERMS. USE OF THE SERVICES IS AT CUSTOMER’S OWN RISK. ON BEHALF OF OURSELVES AND OUR SUPPLIERS AND SUBCONTRACTORS, WE DO NOT MAKE, AND HEREBY DISCLAIM, ANY AND ALL EXPRESS AND IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT AND TITLE, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE. DELIV DOES NOT WARRANT THAT THE SITE OR SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, TIMELY OR COMPLETELY SECURE.
11.3 Disclaimer of Actions Caused by and/or Under the Control of Third Parties. WE DO NOT AND CANNOT CONTROL THE FLOW OF: (A) TRAFFIC; OR (B) DATA TO OR FROM THE INTERNET. SUCH FLOWS DEPEND IN LARGE PART ON: (i) LOCAL WEATHER AND TRAFFIC CONDITIONS; AND (ii) THE PERFORMANCE OF INTERNET SERVICES PROVIDED OR CONTROLLED BY THIRD PARTIES. AT TIMES, LOCAL WEATHER AND TRAFFIC CONDITIONS AND/OR ACTIONS OR INACTIONS OF THIRD PARTIES CAN IMPAIR OR DISRUPT THE SERVICES (OR PORTIONS THEREOF). WE CANNOT GUARANTEE THAT SUCH EVENTS WILL NOT OCCUR. ACCORDINGLY, WE DISCLAIM ANY AND ALL LIABILITY RESULTING FROM OR RELATED TO SUCH EVENTS.
12.0 No Poaching. During the Term and for a period of six (6) months following the expiration or any earlier termination of the Agreement, Customer agrees not to hire, solicit or entice any person Deliv engages to provide the Services as a result of Customer’s use of the Site, to perform any delivery service whatsoever for Customer in replacement of any delivery service that could be provided to Customer through Customer’s use of the Site.
13.0 Indemnity. You shall defend, indemnify and hold us (and each of our officers, directors, and employees) harmless from any third-party claim, demand, action, damage, loss, cost or expense, including without limitation reasonable attorneys' fees, arising out of or relating to (i) your use of the Site; or (ii) allegations of facts or circumstances that, if true, could constitute your breach of any of these Terms. We will control any such defense and related settlement and you will reasonably assist us therewith at your expense.
14.0 Reporting Misconduct. If you conduct business through the zipments Site with anyone who you feel is acting or has acted inappropriately, including but not limited to offensive, violent or sexually inappropriate behavior, or who engages in any other disturbing conduct, then you will immediately report such person to the appropriate authorities and then to us by contacting us with your police station and report number at firstname.lastname@example.org; provided, however, that any such report shall not obligate us to take any action beyond that required by law (if any) or cause us to incur any liability to you.
15.0 Declared Value and Limitation of Liability.
15.1 The declared value of any Merchandise represents our sole and maximum liability in connection with the pickup and delivery of that Merchandise, including, but not limited to, any loss, damage, delay, misdelivery, non-delivery, misinformation, any failure to provide information, or misdelivery of information relating to the affected Merchandise. Customer assumes all risk of any loss in excess of the declared value. Customer may transfer this risk to an insurance carrier of its choice through the purchase of insurance.
15.2 We will not be liable for, nor will any adjustment, refund or credit of any kind be given as a result of, any loss, damage, delay, misdelivery, non-delivery, misinformation or any failure to provide information, except only as may result from ours gross negligence or willful misconduct. We will not be liable for, nor will any adjustment, refund or credit of any kind be given as a result of, any loss, damage, delay, misdelivery, non-delivery, misinformation or failure to provide information caused by or resulting in whole or in part from: (a) The act, default or omission of any person or entity, other than by us or or our independent contractors, including those of any local, state or federal government agencies; (b) The nature of the shipment, including any defect, characteristic or inherent vice of the shipment or the Merchandise comprising the shipment; (c) Customer’s violation of any of these terms and conditions; (d) Our compliance with Customer’s verbal or written delivery instructions; (e) Erasure of data from or the loss or irretrievability of data stored on magnetic tapes, files or other storage media, or erasure or damage of photographic images or soundtracks from exposed film; (f) Failure to provide accurate delivery information; (g) Any shipment containing a prohibited item; (h) Damages indicated by any shockwatch, tiltmeter or temperature instruments; (i) Shipments released without obtaining a signature if a signature release is on file; or (j) Loss or damage to any package for which we have no record of receipt.
15.3 EXCEPT AS DESCRIBED IN SECTION 15.1, WE SHALL NOT BE LIABLE FOR DAMAGES OF ANY KIND (INCLUDING, BUT NOT LIMITED TO, ANY DIRECT, INCIDENTAL, GENERAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES) EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING FROM OR RELATING TO: (A) THE USE OR INABILITY TO USE THE SITE; (B) HARM OR DAMAGE TO YOUR PROPERTY AS A RESULT OF USING THE SITE; (C) DISCLOSURE OF, UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR CONTENT; (D) ANY HARM TO YOU CAUSED IN WHOLE OR PART BY A THIRD PARTY, INCLUDING BUT NOT LIMITED TO A CUSTOMER, COURIER, OR ANY OTHER USER OF THE SITE; (E) STATEMENTS, CONDUCT OR OMISSIONS OF ANY CUSTOMER, COURIER, OR OTHER THIRD PARTY ON THE SITE; OR (F) YOUR OR ANYONE ELSE'S CONDUCT OR ACTS IN CONNECTION WITH THE USE OF THE SITE, INCLUDING WITHOUT LIMITATION FROM INTERACTIONS WITH OTHER USERS OF THE SITE OR PERSONS INTRODUCED TO YOU BY THE SITE, WHETHER ON-LINE OR OFF-LINE. EXCEPT AS SET FORTH IN SECTION 15.1, IN NO EVENT WILL OUR AGGREGATE LIABILITY TO YOU OR ANY THIRD PARTY IN ANY MATTER ARISING FROM OR RELATING TO WITH OUR SERVICES OR THESE TERMS EXCEED THE SUM OF ONE HUNDRED U.S. DOLLARS ($100).
16.0 Dispute Resolution. The Agreement will be governed by and construed in accordance with the laws of the State of California, without regard to conflict of laws principles. The Agreement will not be governed or interpreted in any way by referring to any law based on the Uniform Computer Information Transactions Act, even if that law is adopted in California. Notwithstanding the foregoing, except with respect to enforcing claims for injunctive or equitable relief, any dispute, claim or controversy arising out of or relating in any way to this Agreement or the interpretation, application, enforcement, breach, termination or validity thereof (including any claim of inducement of this Agreement by fraud and including determination of the scope or applicability of this agreement to arbitrate) or its subject matter (collectively, "Disputes") shall be determined by binding arbitration before one arbitrator. The arbitration shall be administered by JAMS conducted in accordance with the expedited procedures set forth in the JAMS Comprehensive Arbitration Rules and Procedures as those Rules exist on the effective date of this Agreement, including Rules 16.1 and 16.2 of those Rules. Notwithstanding anything to the contrary in this Agreement, the Federal Arbitration Act shall govern the arbitrability of all Disputes. The arbitration shall be held in Santa Clara County, California, and it shall be conducted in the English language. The parties shall maintain the confidential nature of the arbitration proceeding and any award, including the hearing, except as may be necessary to prepare for or conduct the arbitration hearing on the merits, or except as may be necessary in connection with a court application for a preliminary remedy, a judicial challenge to an award or its enforcement, or unless otherwise required by law or judicial decision. The arbitrator shall have authority to award compensatory damages only and shall not award any punitive, exemplary, or multiple damages, and the parties waive any right to recover any such damages. Judgment on any award in arbitration may be entered in any court of competent jurisdiction. Notwithstanding the above, each party shall have recourse to any court of competent jurisdiction to enforce claims for injunctive and other equitable relief. IN THE EVENT OF ANY DISPUTE BETWEEN THE PARTIES, WHETHER IT RESULTS IN PROCEEDINGS IN ANY COURT IN ANY JURISDICTION OR IN ARBITRATION, THE PARTIES HEREBY KNOWINGLY AND VOLUNTARILY, AND HAVING HAD AN OPPORTUNITY TO CONSULT WITH COUNSEL, WAIVE ALL RIGHTS TO TRIAL BY JURY, AND AGREE THAT ANY AND ALL MATTERS SHALL BE DECIDED BY A JUDGE OR ARBITRATOR WITHOUT A JURY TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW. To the extent applicable, in the event of any lawsuit between the parties arising out of or related to this Agreement, the parties agree to prepare and to timely file in the applicable court a mutual consent to waive any statutory or other requirements for a trial by jury.
17.1 If any provision of the Agreement is held by a court of competent jurisdiction to be contrary to law, such provision will be changed and interpreted so as to best accomplish the objectives of the original provision to the fullest extent allowed by law and the remaining provisions of the Agreement will remain in full force and effect.
17.2 Failure by a party to enforce any term of the Agreement shall not be deemed a waiver of future enforcement of that or any other term in the Agreement or any other agreement that may be in place between the parties.
17.3 Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party (not to be unreasonably withheld). Notwithstanding the foregoing: (a) we may assign the Agreement in its entirety, without your consent, in connection with a merger, acquisition, corporate reorganization or sale of all or substantially all of its assets; and (b) we may subcontract or delegate our obligations without your consent. Subject to the foregoing, the Agreement shall bind and inure to the benefit of the parties, their respective successors and permitted assigns.
17.4 Customer acknowledges and agrees that we may: (a) issue one press release announcing Customer as a customer; (b) issue one press release upon rollout (i.e. "go-live") of the Services; (c) use Customer’s name and logo on our website; and (d) use the Customer’s name in our sales, financing and investor materials.
17.5 The Agreement is not intended to benefit, nor shall it be deemed to give rise to, any rights in any third party. The section titles and numbering of the Agreement are displayed for convenience and have no legal effect.
17.6 You acknowledge that may compile data and usage information that has been stripped of all personally identifiable information and may use, (both during and after the Term), such data to determine and report traffic history, usage patterns, improve the Services and for other purposes, provided that such use shall not identify Customer or Customer’s customers.
17.7 –You agree that we are not responsible for any failure or delay in our performance due to causes beyond our reasonable control, including, but not limited to force majeure events such as acts of God, fire, terrorism, labor stoppage, internet service provider failures or delays, civil unrest, war or military hostilities, criminal acts of third parties, local or national weather conditions, disruptions in air or ground transportation, strikes or anticipated strikes (of any entity, including, but not limited to, other carriers, vendors or suppliers), natural disasters (earthquakes, floods and hurricanes are examples of natural disasters), conditions that present a danger to our personnel, and disruption or failure of communication and information systems (including, but not limited to, our systems), accidents, or fuel crises ("Force Majeure"), and any delivery of Services shall be extended to the extent of any delay resulting from any Force Majeure event.
17.8 This Agreement expresses the complete and exclusive statement of the understanding between the parties regarding the subject matter herein and supersedes any prior or contemporaneous written or oral proposals and agreements, representations or courses of dealing.