Terms of Service
Date of Last Revision: February 23, 2023.
1. Acceptance of Terms.
1.1 Terms. ShipBob, Inc. (“ShipBob,” “we,” or “our”) provides Services (as defined below) to you (“you,” “your,” or “Merchant”) through our website at shipbob.com (“Site”) and the ShipBob Platform (as defined below), subject to these\ Terms of Service, the Policies (“Policies”), and the Pricing and Billing policies (“Fees”), all of which are incorporated by reference (collectively, the “Agreement”).
1.2 Acceptance. By accepting this Agreement either by clicking through on our Site or by accessing or using the Services, you acknowledge that you have read, understood, and have the legal capacity or authority to agree to be bound by this Agreement. The terms of your Order (as defined below) shall not modify this Agreement.
1.3 Changes. ShipBob may change these Terms of Service, the Policies and Fees from time to time at its discretion. Any changes to these Terms of Service are effective immediately upon publication on our website or ten (10) days after we post to the ShipBob Platform or send you email notification of such changes (“Notice”). All changes to you in regards to GRI or surcharges charged by Carriers shall be effective fifteen (15) days after we provide Notice. All other changes to existing Fees shall be effective thirty (30) days after we provide Notice. Your use of the Services thereafter shall constitute full acceptance of any revisions or changes to this Agreement or the Fees. If any change to the Terms of Service, Policies, or Fees are unacceptable to you, your only remedy is to stop using the Services and send a cancellation email to support@shipbob.com.
2. Registration.
You must register for the Services. As part of the registration process, you will identify an administrative username and password for your account (“Account”) on the ShipBob Platform (as defined below) and you may create additional standard users (each with a user password).
3. Description of Services.
3.1 Services. ShipBob’s “Services” include: (a) providing technology solutions to support the receipt, counting, storage, picking and packaging (“fulfillment”) of physical goods sold by you (the “Goods”) pursuant to your order (“Order”) by ShipBob or by third-party fulfillment or warehouse providers (“SFN Providers”) using the ShipBob’s proprietary Warehouse Management System (“WMS”) at ShipBob and SFN Provider facilities (collectively, “ShipBob Facilities”); (b)
providing technology solutions to support the shipment of the Goods by independent third-party carriers (“Carriers”); (c) access to ShipBob’s proprietary platform and associated technology for purposes of managing Goods, submitting Orders for Goods and fulfilling Orders (the “ShipBob Platform”); and (d) all data, reports, text, images, sounds, video, and content, including any offline reports, pricing matrices, or other content, made available to you through any of the foregoing, including, in each case, all modifications and updates.
4. Carriers.
4.1 Carrier Relationships. You understand and agree that the ShipBob Platform connects you with Carriers who are responsible for the actual shipping of your Goods. ShipBob shall use our proprietary technology to find the best available shipping option with a Carrier based upon the dimensions, desired speed, and final destination of the Order. ShipBob is not a carrier and does not ship your Goods, nor do the Services include any shipping services. To the extent
that ShipBob does arrange for the transportation of shipments of Goods by Carriers, ShipBob’s performance will be in the capacity of a property broker (USDOT# 3883843 and MC 1425765), such other license or permit as may be required, or as Merchant’s agent.
5. Access to and Use of the Services.
5.1 ShipBob Intellectual Property. Any software made available to you by ShipBob in connection with the Services(“Software”), including but not limited to the ShipBob Platform, contains ShipBob’s proprietary and confidential information that is protected by applicable intellectual property laws and this Agreement. ShipBob grants you a non- transferable, non-sublicensable, and non-exclusive right and license (“License”) to use the Software solely in connection with the Services, provided that you shall not (and shall not allow any third party to) copy, modify, create a derivative work of, reverse engineer, reverse assemble, or otherwise attempt to discover any source code or sell, assign, sublicense, or otherwise transfer any right in any Software. You agree not to access the Services by any means other than through the interface that is provided by ShipBob. Any rights not expressly granted herein are reserved and no license or right to use any trademark of ShipBob or any third party is granted to you in connection with the Services. The License may be terminated immediately at ShipBob’s sole discretion and shall, in any event, terminate upon the termination or expiration of this Agreement.
5.2.1. You are solely responsible for all data, information, feedback, suggestions, text, content, and other materials that you upload, post, deliver, provide, or otherwise transmit to ShipBob in connection with your use of the Services, excluding data and information relating to the operation and/or performance of the ShipBob Platform (“Your Content”). You retain all right, title and interest in and to Your Content, other than the limited rights expressly granted to ShipBob in
this Agreement. ShipBob has the right, but not the obligation to monitor Your Content. You further agree that ShipBob may remove or disable Your Content at any time for any reason.
5.2.2. You own all of Your Content or have obtained all permissions, releases, rights, or licenses required to engage in your posting and other activities (and to allow ShipBob to perform our obligations) in connection with the Services. Your Content does not, and will not, violate, infringe, or misappropriate any third party’s intellectual property or privacy rights, nor does Your Content contain any matter that is defamatory, obscene, unlawful, threatening, abusive, tortious, offensive, or harassing.
5.3 Use and Modification of Your Content. You grant ShipBob a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, fully paid, sublicensable, and transferable right and license to (i) copy, use, modify, distribute, display, and disclose Your Content solely to the extent necessary to provide the Services to you pursuant to the Agreement, (ii) copy, modify and use Your Content in connection with internal operations and functions, including, but not limited to,
operational analytics and reporting, financial reporting and analysis, audit functions, and archival purposes and (iii) copy, use, modify, distribute, display, and disclose Your Content on an aggregate and anonymous basis for marketing and other purposes.
5.4 Data Processing Addendum. If you require a Data Processing Addendum (“DPA”) for the processing of your PII,You and ShipBob agree that ShipBob will process your PII pursuant to ShipBob’s DPA, which must be signed andreturned by You. ShipBob’s DPA is found at this link: Data Processing Addendum, along with instructions for your completion.
6. Merchant Obligations and Warranties.
6.1 Use of Services. Subject to the terms and conditions of this Agreement, you may access and use the Services only for lawful purposes. All rights, title, and interest in and to the Services (including all intellectual property rights) will remain with and belong exclusively to ShipBob. You shall not: (i) sublicense, resell, rent, lease, transfer, assign,\ timeshare, or otherwise commercially exploit or make the Services available to any third party; (ii) use the Services in
any unlawful manner (including without limitation in violation of any data, privacy, or export control laws) or in any manner that interferes with or disrupts the integrity or performance of the Services; or (iii) modify, adapt, or hack the Services, or otherwise attempt to gain unauthorized access to the Services or related systems or networks. You shall comply with any codes of conduct, policies, or other notices ShipBob provides you or publishes in connection with the Services, and you shall promptly notify ShipBob if you learn of a security breach related to the Services. As defined in FAR section 2.101, the software and documentation installed by ShipBob on your equipment (if applicable) are “commercial items” and according to DFAR section 252.227 7014(a)(1) and (5) are deemed to be “commercial computer software” and “commercial computer software documentation.” Consistent with DFAR section 227.7202 and FAR section 12.212, any usemodification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of this Agreement and will be prohibited except to the extent expressly permitted by the terms of this Agreement.
6.2 OFAC Representation. You represent and warrant that you are not (a) located in, or a national or resident of, any country that is subject to U.S. trade sanctions administered by the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”) that prohibit the export of U.S. services, or (b) a person or entity named on OFAC’s List of Specially Designated Nationals and Blocked Persons (the “SDN List”) or acting on behalf of any person or entity on the SDN List. You agree to comply with these laws and regulations and to inform ShipBob promptly of any obstacle to such compliance.
6.3 Shipping. It is Merchant’s expressly assumed obligation to ensure that all Merchant documentation specifically, separately, and correctly address any Legal Requirements (as defined below) related to Merchant’s Goods, the shipping requirements applicable to the Goods, and the instructions required by Merchant that arise under this Agreement which apply to Merchant. The term “Legal Requirements” shall mean all present and future laws, statutes,
ordinances, requirements, orders, directions, rules, and regulations of any kind or nature, whether statutory or common law, including, without limitation, all environmental and safety laws, issued or enforced by any federal, state, provincial, or local authority or agency, which governs or applies in any way to the Goods provided by Merchant or the shipping requirements applicable to the Goods that arise under this Agreement. To the extent there are Legal Requirements or
requirements for storage or handling related to Merchant’s Goods about which ShipBob must know and with which it must comply in order to properly perform the Services or otherwise meet its obligations under and pursuant to this Agreement, Merchant shall make ShipBob aware of any and all such Legal Requirements in writing no less than sixty (60) days prior to the enactment of such Legal Requirements, particularly to the extent such Legal Requirements relate
specifically to the safeguarding, receiving, storing, and handling of Merchant’s goods. Moreover, in the event and to the extent compliance with any Legal Requirement(s) either, prevents ShipBob from performing the Services, or materially increases ShipBob’s cost(s) to perform such Services, all in accordance with the terms of the Agreement, ShipBob shall be excused from such performance without sustaining any liability therefor.
7. Your Goods.
6.3 Shipping. It is Merchant’s expressly assumed obligation to ensure that all Merchant documentation specifically, separately, and correctly address any Legal Requirements (as defined below) related to Merchant’s Goods, the shipping requirements applicable to the Goods, and the instructions required by Merchant that arise under this Agreement which apply to Merchant. The term “Legal Requirements” shall mean all present and future laws, statutes,
ordinances, requirements, orders, directions, rules, and regulations of any kind or nature, whether statutory or common law, including, without limitation, all environmental and safety laws, issued or enforced by any federal, state, provincial, or local authority or agency, which governs or applies in any way to the Goods provided by Merchant or the shipping requirements applicable to the Goods that arise under this Agreement. To the extent there are Legal Requirements or
requirements for storage or handling related to Merchant’s Goods about which ShipBob must know and with which it must comply in order to properly perform the Services or otherwise meet its obligations under and pursuant to this Agreement, Merchant shall make ShipBob aware of any and all such Legal Requirements in writing no less than sixty (60) days prior to the enactment of such Legal Requirements, particularly to the extent such Legal Requirements relate
specifically to the safeguarding, receiving, storing, and handling of Merchant’s goods. Moreover, in the event and to the extent compliance with any Legal Requirement(s) either, prevents ShipBob from performing the Services, or materially increases ShipBob’s cost(s) to perform such Services, all in accordance with the terms of the Agreement, ShipBob shall be excused from such performance without sustaining any liability therefor.
8. Service Fees.
5.4 Data Processing Addendum. If you require a Data Processing Addendum (“DPA”) for the processing of your PII,You and ShipBob agree that ShipBob will process your PII pursuant to ShipBob’s DPA, which must be signed andreturned by You. ShipBob’s DPA is found at this link: Data Processing Addendum, along with instructions for your completion.
6.3 Shipping. It is Merchant’s expressly assumed obligation to ensure that all Merchant documentation specifically, separately, and correctly address any Legal Requirements (as defined below) related to Merchant’s Goods, the shipping requirements applicable to the Goods, and the instructions required by Merchant that arise under this Agreement which apply to Merchant. The term “Legal Requirements” shall mean all present and future laws, statutes,
ordinances, requirements, orders, directions, rules, and regulations of any kind or nature, whether statutory or common law, including, without limitation, all environmental and safety laws, issued or enforced by any federal, state, provincial, or local authority or agency, which governs or applies in any way to the Goods provided by Merchant or the shipping requirements applicable to the Goods that arise under this Agreement. To the extent there are Legal Requirements or
requirements for storage or handling related to Merchant’s Goods about which ShipBob must know and with which it must comply in order to properly perform the Services or otherwise meet its obligations under and pursuant to this Agreement, Merchant shall make ShipBob aware of any and all such Legal Requirements in writing no less than sixty (60) days prior to the enactment of such Legal Requirements, particularly to the extent such Legal Requirements relate
specifically to the safeguarding, receiving, storing, and handling of Merchant’s goods. Moreover, in the event and to the extent compliance with any Legal Requirement(s) either, prevents ShipBob from performing the Services, or materially increases ShipBob’s cost(s) to perform such Services, all in accordance with the terms of the Agreement, ShipBob shall be excused from such performance without sustaining any liability therefor.
9. Payment Methods and Abandoned Accounts.
6.3 Shipping. It is Merchant’s expressly assumed obligation to ensure that all Merchant documentation specifically, separately, and correctly address any Legal Requirements (as defined below) related to Merchant’s Goods, the shipping requirements applicable to the Goods, and the instructions required by Merchant that arise under this Agreement which apply to Merchant. The term “Legal Requirements” shall mean all present and future laws, statutes,
ordinances, requirements, orders, directions, rules, and regulations of any kind or nature, whether statutory or common law, including, without limitation, all environmental and safety laws, issued or enforced by any federal, state, provincial, or local authority or agency, which governs or applies in any way to the Goods provided by Merchant or the shipping requirements applicable to the Goods that arise under this Agreement. To the extent there are Legal Requirements or
requirements for storage or handling related to Merchant’s Goods about which ShipBob must know and with which it must comply in order to properly perform the Services or otherwise meet its obligations under and pursuant to this Agreement, Merchant shall make ShipBob aware of any and all such Legal Requirements in writing no less than sixty (60) days prior to the enactment of such Legal Requirements, particularly to the extent such Legal Requirements relate
specifically to the safeguarding, receiving, storing, and handling of Merchant’s goods. Moreover, in the event and to the extent compliance with any Legal Requirement(s) either, prevents ShipBob from performing the Services, or materially increases ShipBob’s cost(s) to perform such Services, all in accordance with the terms of the Agreement, ShipBob shall be excused from such performance without sustaining any liability therefor.