Terms of Service and Use
Rebel Solutions, Inc. d/b/a CarShipIO, Terms of Service, Privacy Policy and Copyright
Policy
TERMS OF SERVICE
Welcome to CarShipIO. www.CarShipIO.com is a website, an application and/or web-based
software platform, including Features and Account(s) (as defined below) (collectively, the
“Website”) owned and operated by Rebel Solutions, Inc. d/b/a CarShipIO, a corporation
organized and existing under the laws of the Commonwealth of Pennsylvania, and/or Rebel
Solutions, Inc., and/or Rebel Solutions, Inc. d/b/a www.CarShipIO.com, Rebel Solutions Inc.’s
licensors, or any combination of the foregoing (collectively, “CarShipIO” and/or the
“Company”).
PLEASE READ THESE TERMS OF SERVICE (THESE “TERMS”) CAREFULLY
BEFORE USING THE WEBSITE. BY ACCESSING AND/OR USING THE WEBSITE
(OTHER THAN TO READ THIS AGREEMENT FOR THE FIRST TIME), YOU ARE
AGREEING TO COMPLY WITH THESE TERMS, WHICH MAY CHANGE FROM
TIME TO TIME WITHOUT NOTICE TO YOU, AS SET FORTH HEREIN BELOW.
THIS AGREEMENT IS A BINDING AGREEMENT BETWEEN CARSHIPIO AND YOU
(“YOU” OR “USER”). YOUR CONTINUED USE OF THE WEBSITE FOLLOWING
ANY CHANGES SHALL CONSTITUTE YOUR ACCEPTANCE OF SUCH CHANGES.
IF YOU DO NOT AGREE TO THIS AGREEMENT AND/OR THE PRIVACY POLICY
AND/OR THE COPYRIGHT POLICY, THEN YOU MAY NOT USE THE WEBSITE
AND SHALL DISCONTINUE DOING SO IMMEDIATELY.
YOU ARE HEREBY, AFTER USAGE OF SAID WEBSITE, ENTERING INTO AND
AGREEING TO BE BOUND BY THIS AGREEMENT.
IF YOU DO NOT AGREE OR WISH TO BE BOUND BY THIS AGREEMENT,
DISCONTINUE YOUR USAGE OF THE WEBSITE AND/OR TERMINATE YOUR
ACCOUNT IN ACCORDANCE WITH THE TERMS HEREIN.
I.
INTELLECTUAL PROPERTY
The Website and its content, including, but not limited to, the web-based functionalities
commonly referred to as Loads, Trips, Docs, Numbers, Reports, Setings, CRM, Carrier Database , MarketPlace, Orders, Jobs, Driver App, Bol, Invoice and/or Alerts, and all
functionality related incidentally and/or indirectly thereto, (including those web services for
which we may specifically provide a separate customer agreement) and any derivative works or
enhancements of the same, including, but not limited to, all text, illustrations, files, images,
software, scripts, graphics, photos, sounds, music, videos, information, content, materials,
products, services, URLs, technology, documentation, and interactive features (collectively, the
“Features”). All intellectual property rights to the same are owned by CarShipIO. Additionally,
all trademarks, service marks, trade names and trade dress that may appear on the Website are
owned by CarShipIO, CarShipIO’s licensors, or both. Except for the limited use rights granted
to you in these Terms,
intellectual property of
expressly reserved.
USERS
II.
A.
B.
C.
D.
you shall not acquire any right, title or interest in the Website any other
CarShipIO. Any rights not expressly granted in these Terms are
“User” shall mean any individual and/or entity who completes the registration to
become a registered User as set forth herein below, who downloads, installs,
views, accesses, and/or uses the Website in any manner, whatsoever, including,
but not limited to any and all agents of any entity registered on the Website, and
other individuals as context may require. User may be referred to herein as
“You.”
If you are under the age of 13 years old, then you are not permitted to register as a
User or otherwise submit personal information to the Website. CarShipIO will
not knowingly collect any personally identifiable information from children under
the age of 13, nor will children under the age of 13 be allowed to register as a
User. The Website is not intended for children under the age of 13. CarShipIO
will not knowingly register or otherwise collect personal information from
persons who identify themselves as being under the age of 13 during the
registration process, without prior consent of such child’s parent or guardian.
To become a registered User, you shall:
1. Provide true, accurate and complete registration information and, if
such information changes, you will promptly update the relevant
registration information. During registration, you will create a user
name and password, and input identifying information, such as your
functioning phone number, email, company and/or billing information,
and possibly credit/debit card information, which may permit you
access to certain areas of the Website not available to non-registered
users (an “Account”). You may be charged a subscription fee in
exchange for access to certain type of Accounts in accordance with
Paragraph D, below. You are responsible for safeguarding and
maintaining the confidentiality of your Account. You are solely
responsible for the activity that occurs under your Account, whether or
not you have authorized the activity. You agree to notify us
immediately at legal@CarShipIO.com of any breach of security
or unauthorized use of your Account.
The Services. Registered Users may through an Account have the opportunity to
access various services and/or functionalities designed to assist registered Users in
the management of their fleets(s), loads, inventories, customers, invoices, trips,
estimates and related things (collectively, the “Services”), which Services shall
vary in accordance with the type of Account the User is registered for in
accordance with the tiers of Services set forth in the subparagraphs 1-4, below.
Each tier of Services and the level of access to individual Features associated
therewith shall be referred to as a “Package.” Each Package shall be available–
unless otherwise expressly exempted–in exchange for a subscription fee due to
CarShipIO on a monthly or other basis. The subscription fee charged by
CarShioIO for each Package shall conform to that price in United States Dollars
to be presented to the User at the point of sale. CarShipIO reserves the right to
modify the pricing for any and all Packages without notice to User(s).
CarShipIO expressly reserves the right to change, alter, minimize, eliminate
and/or modify in any other way and of the Features, Services and/or
Package(s) without notice; this includes adjusting the monthly subscription
fee(s) and or access to individual Features and/or Services.
1.
Starter. Registered Users electing the Shotgun Package may
have access to limited Features and/or Services allowing them to
supervise one truck, fifty (50) Loads per month, one hundred (100)
customers, a transaction history spanning two (2) calendar years,
limited file storage, and may have unlimited access to the other
Services, unless otherwise determined or curtailed by CarShipIO in
its sole discretion. This Package excludes expense tracking.
Registered User shall indemnify, reimburse and hold CarShipIO
harmless for any and all liability arising from the provision of
email notifications to the extent permitted by law and in
accordance with Sections X-XII below. Any or all of the Services
available to User through this type of Account may be subject to
change, amendment or removal, without notice to User, at the sole
discretion of CarShipIO.
2.
OWNER-OPERATOR. Access to this Package is provided n
exchange for a monthly subscription fee to be presented to
User at the point of sale. Registered Users electing the Owner-
Operator Package may have access to unlimited Features and/or
Services, including expense tracking with the following
qualifications: they may supervise one or two trucks, unlimited
Loads per month, an unlimited number of customers, a transaction
history spanning three (3) calendar years, limited file storage, and
may have unlimited access to the other Services, unless otherwise
determined or curtailed by CarShipIO in its sole discretion.
Registered User shall indemnify, reimburse and hold CarShipIO
harmless for any and all liability arising from the provision of
email notifications to the extent permitted by law and in
accordance with Sections X-XII below. Any or all of the Services
available to User through this type of Account may be subject to
change, amendment or removal, without notice to User, at the sole
discretion of CarShipIO.
3.
SMALL FLEET. Access to this Package is provided n
exchange for a monthly subscription fee to be presented to
User at the point of sale. Registered Users electing the Owner-
Operator Package may have access to unlimited Features and/or
Services, including expense tracking with the following
qualifications: they may supervise three to five trucks, unlimited
Loads per month, an unlimited number of customers, an unlimited
transaction history, unlimited file storage, and may have unlimited
access to the other Services, unless otherwise determined or
curtailed by CarShipIO in its sole discretion. Registered User shall
indemnify, reimburse and hold CarShipIO harmless for any and all
liability arising from the provision of email notifications to the
extent permitted by law and in accordance with Sections X-XII
below. Any or all of the Services available to User through this
type of Account may be subject to change, amendment or removal,
without notice to User, at the sole discretion of CarShipIO.
4.
MID-SIZE FLEET. Access to this Package is provided n
exchange for a monthly subscription fee to be presented to
User at the point of sale. Each additional truck added to an
Account registered under this package shall incur a monthly
fee to be presented to User at the point of sale above the base
monthly subscription fee. Registered Users electing the Owner-
Operator Package may have access to unlimited Features and/or
Services, including expense tracking with the following
qualifications: they may supervise six to eight trucks, unlimited
Loads per month, an unlimited number of customers, an unlimited
transaction history, unlimited file storage, and may have unlimited
access to the other Services, unless otherwise determined or
curtailed by CarShipIO in its sole discretion. Registered User shall
indemnify, reimburse and hold CarShipIO harmless for any and all
liability arising from the provision of email notifications to the
extent permitted by law and in accordance with Sections X-XII
below. Any or all of the Services available to User through this
type of Account may be subject to change, amendment or removal,
without notice to User, at the sole discretion of CarShipIO.
5.
Subscription Fees. User shall pay to CarShipIO the amount
relating to the type of Package for which the User wishes to
register as part of the registration of the Package and prior to
commencement of the Services, unless User has commenced
access to the Services via free trial or other promotional offer as
per the terms thereof. CarShipIO SHALL NOT BE
REQUIRED TO PROVIDE A REFUND TO ANY USER FOR
ANY REASON, UNLESS IT DECIDES TO DO SO IN ITS
SOLE DISCRETION.
MARKETPLACE
Through the Website, you may be able to
User
may post job requests for certain s
including, but not limited to, driving/delivery services of Loads and/or
other services related to motor vehicle shipping
Users bidding on Postings and providing o
c.
III.
A.
where
services
“Buyers.”
s
a.
The online processing of subscription payments and all
other fees on the Website may be handled by a third-party
other than CarShipIO, may be billed directly to User or
may be billed in some other manner. Said third-party
payment processor may have its own terms of service or
other agreements with which you must agree before
submitting any payment online. By accepting these
Terms, you specifically agree that the processing of
payments is handled by a third-party other than
CarShipIO and is subject to the Indemnifications
reflected in Sections X-XII, below.
b.
CarShipIO is not responsible for loss incurred as result of
non-sufficient funds, returned checks, chargebacks, claims,
reversals, fraud, retrieval fees, recall fees, excessive returns
fees, early funding fees, account maintenance fees, or any
unforeseeable unsuccessful transactions or fees associated
with those transactions. When appropriate, these fees may
be passed on to the Users.
Automatic billing. Registered shall pay their fees for the
Package(s) pursuant to an automatic recurring billing system which
will automatically deduct from their checking and/or credit card
account the amount of the appropriate fees at given intervals. Fees
shall be deducted pursuant to an authorization presented to the
User at the time that the User enrolls in the Services or at some
time thereafter. Notwithstanding, if automatic billing is elected
by the User, then CarShipIO shall continue to deduct the
appropriate amount until the User either terminates the
account or properly terminates the agreement to enroll in
automatic billing pursuant to the terms of the authorization or
by forwarding a written request to do so to
legal@CarShipIO.com, with the subject line “CANCEL
AUTOMATIC BILLING.” CarShipIO SHALL NOT BE
REQUIRED TO PROVIDE A REFUND TO ANY USER FOR
ANY REASON, UNLESS IT DECIDES TO DO SO IN ITS
SOLE DISCRETION.
access a certain portion of the Website
ervices (“Posting(s)”) from sellers
. Such users shall be referred to as
r prospectively providing
services pursuant thereto shall be referred to as “Sellers.” This segment of the
Website shall be referred to as the “Marketplace.”
B.
In order for Buyers and Sellers to access and/or use some features of the Website,
a Buyer or Seller must become a registered user. If you are under the age of
eighteen, then you are not permitted to register as a user, a Buyer, Seller or
otherwise submit personal information to this Website.
C.
Marketplace Account. To access the Marketplace, you shall create an Account,
which Account shall be governed in accordance with this Agreement.
D.
Postings. Buyers may through the Marketplace create and publicly post
Posting(s) seeking services. A Buyer through Buyer’s Account may issue in
response a bid in response to a Posting. Each such Bid shall consist of the
Seller’s offer to perform the services requested in the Posting.
E.
Acceptance/Rejection of Bids. Upon receipt of Seller’s bid, the Buyer may
either accept the bid or reject the bid. If the Buyer accepts Buyer’s bid, then the
sale shall be deemed to have occurred. If the User rejects Seller’s bid, then the
bid shall be discharged and no sale shall be deemed to have occurred. Seller may
revoke a bid prior to its acceptance by the Seller, and the bid shall be deemed
automatically rejected if Buyer accepts a competing bid or if Buyer affirmatively
rejects same.
F.
CarShipIO’s Fee. Payment Processing. CarShipIO shall be entitled to receive
a fee–which may be a flat fee, a fee calculated based on miles, a predetermined
percentage of the gross amount of any bid advanced by Seller to any Buyer which
the Buyer accepts, or a fee calculated by any other method as agreed by User (the
“Fee”). The Fee shall be presented to User at the point of the activation of the
Marketplace Account or at any time thereafter and shall be calculated
according to the terms presented therein. The Fee shall be distributed to
CarShipIO automatically by the third party payment processor at the time that the
User completes the checkout relating to the accepted Bid, may be billed directly
to User or may be billed in some other manner. UPON THE COMPLETION
OF THE CHECKOUT, SELLER SHALL BE UNDER THE OBLIGATION
TO SATISFY THE FEE, AND NOTHING SHALL RELIEVE SELLER OF
THE DUTY TO DO SO, INCLUDING ANY ATTEMPED
CANCELLATION OF THE TRANSACTION BY ANY USER.
FURTHERMORE, CARSHIPIO SHALL BE UNDER NO OBLIGATION
TO PROVIDE A REFUND OF THE FEE TO ANY SELLER FOR
SERVICES RENDERED FOR ANY REASON.
1.
Third-Party Payment Processing. The processing of payments
made on the Website may be handled by a third-party, including,
but not limited to Stripe, Inc., other than CarShipIO, may be billed
directly to User or may be billed in some other manner. Said third-
party payment processor may have its own terms of service or
other agreements with which you must agree before making
payment online and/or may be agreeing to tacitly by making and/or
receiving payment online. By accepting these Terms, you
specifically agree that the processing of payments is handled by
a third-party other than CarShipIO and is subject to the
Indemnifications and Limitation of Liability reflected in
Sections X-XII, below.
2.
CarShipIO is not responsible for loss incurred as result of non-
sufficient funds, returned checks, chargebacks, claims, reversals,
fraud, retrieval fees, recall fees, excessive returns fees, early
funding fees, account maintenance fees, or any unforeseeable
unsuccessful transactions or fees associated with those
transactions. When appropriate, these fees may be passed on to
Users.
G.
SELLER’S WARRANTIES AND INDEMNIFICATION.
1.
Seller shall, at its sole cost, secure and maintain all necessary licenses,
permits, authorizations or other approvals necessary for its performance
hereunder, and shall comply with all applicable laws (both existing or
subsequently promulgated), rules and regulations pertaining to the
performance of the services. It is solely Seller's responsibility to maintain
current with any and all applicable laws in any jurisdiction, territories
and/or nation where Seller intends to sell Seller's services and CarShipIO
assumes no responsibility for same.
2.
Seller warrants that (i) Seller is fit to perform competently any services for
which it bids on the Marketplace; (ii) Seller has obtained any and all
permits, registrations, licenses and/or anything similar which may be
required to perform the services; (iii) for any products sold on the Website
are merchantable, free of defects, meet or exceed Product specifications
and are free and clear of restrictions on or conditions to transfer or
assignment and are free and clear of any mortgages, liens, pledges,
charges, encumbrances, or claims; (iv) the Products will be designed,
manufactured, distributed and transported in strict compliance with all
applicable federal, state and local laws, ordinances, regulations and rules,
and any applicable industry standards, codes or procedures; (v) the
Products, Seller’s marks, and any associated materials provided by Seller
will not infringe any patent, copyright trademark or intellectual property
or other rights of any person, firm or entity; and (vi) the Products shall be
sold, distributed and transported with all adequate warnings, materials,
data sheets, labels and Product literature or documentation. Seller shall
promptly respond to and be solely responsible for any complaint, defect or
non-conformity, and shall immediately remedy all non-conformities,
defects or User complaints as soon as practicable. All liability for the
services or products shall be Seller’s.
3.
TO THE FULLEST EXTENT PERMITTED BY LAW, SELLER
SHALL DEFEND, INDEMNIFY AND HOLD CARSHIPIO (ITS
OFFICERS, AGENTS, AFFILIATES, EMPLOYEES,
SUBSIDIARIES, SUCCESSORS AND PREDECESSORS)
HARMLESS FROM ANY AND ALL CLAIMS BY THIRD
PARTIES OR USERS, AND ALL CLAIMS, SUITS, DEMANDS,
SUBROGATION CLAIMS BY SELLER’S INSURERS, CAUSES OF
ACTION, CONTROVERSY, LIABILITIES, FINES,
REGULATORY ACTIONS, SEIZURES OF PRODUCTS, LOSSES,
COSTS, EXPENSES (INCLUDING, BUT NOT LIMITED TO
ATTORNEYS’ FEES, EXPERT WITNESS EXPENSES AND
LITIGATION EXPENSES) (“CLAIM”), ARISING FROM OR IN
CONNECTION WITH ANY CLAIM ASSERTED AGAINST
CARSHIPIO FOR ANY DAMAGE, PRODUCT DEFECTS OR
NON-CONFORMITIES, ENVIRONMENTAL LIABILITY,
INJURY, PERSONAL INJURY, DEATH, LOSS, PROPERTY
DAMAGE, DIMINUTION IN VALUE, DELAY OR FAILURE IN
DELIVERY OF PRODUCTS OR ANY OTHER CLAIM,
WHETHER IN TORT, STRICT TORT, WARRANTY,
CONTRACT, BY STATUTE OR OTHERWISE, RELATING TO
THESE TERMS OR THE BREACH THEREOF, THE BUSINESS
RELATIONSHIP BETWEEN THE PARTIES, THE PRODUCTS
PROVIDED HEREUNDER, OR OTHERWISE. UPON WRITTEN
DEMAND FOR INDEMNIFICATION HEREUNDER, SELLER
WILL, WITHIN THIRTY (30) DAYS OF SAID DEMAND, SELECT
COUNSEL ACCEPTABLE TO CARSHIPIO AND SHALL
DEFEND, INDEMNIFY AND HOLD CARSHIPIO HARMLESS
FROM AND AGAINST ANY CLAIMS PURSUANT TO THIS
SECTION.
H.
USERS’ AGREEMENT NOT TO CIRCUMVENT CARSHIPIO
A.
Confidential Information.
“Confidential Information” means information, not generally known, and
proprietary to CarShipIO, including, without limitation, information
concerning any patents or trade secrets, confidential or secret designs,
processes, formulae, source codes, work or project plans, devices or
material, research and development, proprietary software, analysis,
techniques or practices, vendor names, customer and supplier lists,
databases, management systems and sales and marketing plans, a
confidential secret development or research work, or any other
confidential information or proprietary aspects of CarShipIO, including
“Contacts” as defined herein. Confidential Information expressly includes
information reflected by any Posting, bid, or particular information
relating thereto, including the identity and/or contact information of any
User(s) relating thereto. All information which User acquires or become
acquainted with prior, during or after the use of the Website, which User
has a reasonable basis to be Confidential Information, or which is treated
by CarShipIO as being Confidential Information, shall be presumed to be
Confidential Information.
Nondisclosure.
The receiving party will treat Confidential Information with the same
degree of care and safeguards that it takes with its own Confidential
Information, but in no event with less than a reasonable degree of care.
Without the disclosing party’s prior written consent, the receiving party
will not: (1) disclose Confidential Information to any third party, including
its agents and employees; (2) Make or permit to be made copies or other
reproductions of Confidential Information; or (3) Make any commercial
use of Confidential Information. The receiving party will carefully restrict
access to Confidential Information to those agents and employees who are
subject to nondisclosure restrictions at least as protective as those set forth
in this Agreement and who clearly need such access to participate on the
receiving party’s behalf in the negotiation and/or the production process
resulting from this Agreement. The receiving party will advise each agent
or employee to whom it provides access to any Confidential Information
that they are prohibited from using it or disclosing it to others without the
disclosing party’s prior written consent and shall secure from them a fully
executed Non-disclosure/Confidentiality Agreement with terms at least as
restrictive as those reflected in this subparagraph.
B.
Non-circumvention.
“Contacts” means the names and contact information of CarShipIO’s
Users and/or any other individual and/or entity of any kind of which you
learn through your use of the Website, any Account and/or any
collaboration with CarShipIO of any kind. You acknowledge, accept, and
agree that the identities of Contacts will be recognized by you as exclusive
and valuable. You agree that you and/or any firm, company, associates,
corporations, joint ventures, divisions, subsidiaries, employees, agents,
heirs, assigns, designees, or consultants that you are affiliated with in any
way shall not contact, deal with, negotiate or participate in any
transactions with any provided Contacts without first entering a written
agreement with CarShipIO, unless such contact, dealings, negotiations or
participation in any transaction occurs through an Account on the Website
or CarShipIO gives prior written permission. You agree not to do
business with any of CarShipIO’s Contacts without the written consent of
CarShipIO, unless such business occurs through an Account on the
Website. If You are uncertain about the relationship of CarShipIO to any
person or Contact, you, immediately after making the initial
communication, shall notify CarShipIO in writing of the existence of such
C.
person or Contacts at legal@ CarShipIO.com. If CarShipIO does not
respond affirmatively within thirty (30) days after receipt of such notice,
you may proceed to negotiate without the inclusion of CarShipIO in any
compensation arrangement.
Exceptions. Notwithstanding the above, the Users shall not have liability
to CarShipIO with regard to any Confidential Information and/or
materials or information that may appear to be similar to any Confidential
Information of CarShipIO , if the User can prove:
(i)
was in the public domain at the time it was disclosed or has
entered the public domain through no fault of the User;
(ii)
was known to the User, without restriction, at the time of
disclosure, as demonstrated by files in existence at the time of
disclosure;
(iii)
was independently developed by User and/or any affiliate,
client and/or other third party without any use of the Confidential
Information;
(iv)
is disclosed generally to third parties by the User without
restrictions similar to those contained in this Agreement;
(v)
becomes known to the User, without restriction, from a
source other than the User without breach of this Agreement by the
Company and otherwise not in violation of the User’s rights;
(vi)
originates independently with any other third party other
than the CarShipIO , including, but not limited to, any of the
affiliates, clients and/or other parties related to the User;
(vii)
is disclosed pursuant to the order or requirement of a court,
administrative agency, or other governmental body; provided,
however, that User shall provide prompt notice of such court order
or requirement to Discloser to enable Discloser to seek a protective
order or otherwise prevent or restrict such disclosure; or
(viii) is disclosed with the prior written approval of the User.
Penalties for Violation. Injunctive Relief.
You agree to pay CarShipIO liquidated damages in the amount of ten
thousand dollars ($10,000.00) for each and every violation of this non-
circumvention provision (such as the misappropriation of CarShipIO’s
Confidential Information and/or Contacts). Furthermore, CarShipIO shall
be entitled to recover from any User in violation of this non-circumvention
provision the amount of any actual, incidental or other damages that
incurred, or prospectively incurred as a result of such violation(s). You
and CarShipIO expressly agree that the amount of CarShipIO’s damages
will be difficult to calculate in the event of such a violation and that these
damages and liquidated damages represent a fair and negotiated amount of
CarShipIO’s damages, which amount is not punitive. This penalty
expressly applies to the actions of any of User’s employees and/or other
agents. In addition, any misappropriation of Confidential Information in
violation of these Terms may cause CarShipIO irreparable harm, the
amount of which may be difficult to ascertain, and therefore You agree
that CarShipIO shall have the right to apply to a court of competent
jurisdiction for an order enjoining any such further misappropriation and
for such other relief as CarShipIO deems appropriate. This right of
CarShipIO is to be in addition to the remedies otherwise available to it.
IV.
USAGE
A.
In no way is any right, title, interest, or any other portion except for such rights
and/or privileges hereby given, to You by CarShipIO for use strictly in adherence
with these Terms. The terms “Website and/or Features and/or Account,” in
addition to the definitions set forth above, shall include to mean, and refer to the
following:
1.
any updates, modifications or enhancements thereto regardless of
whether the same are accessible by You or not; and
2.
any specific website the Website directs you to via any browser
located on your Device, if the same is maintained by CarShipIO, or
its affiliates.
“Device” shall mean any computing device capable of operating the Website,
including, but not limited to, the iPhone, iPod Touch, iPad, and such other similar
products by Apple and/or any mobile devices manufactured and/or implementing
Android or any other operating system.
B.
In exchange for the Registration Fee, CarShipIO grants permission to registered
Users to operate and/or use the Website on any Device controlled by such
registered User, and to access and use the Software on Devices owned and/or
controlled by such registered User strictly in accordance with these Terms solely
for such registered User’s own purposes. All rights not expressly granted to such
registered User are reserved by CarShipIO, its affiliates, and licensors. Your
rights shall allow such registered User to use the Software on any Device that
such registered User owns and/or controls, and as permitted by the usage rules.
1.
You may not access the Website if you are a direct competitor of
CarShipIO, except with CarShipIO’s prior written consent. In
addition, you may not access the Website for the purposes of
monitoring its availability, performance, functionality, or for any
other benchmarking or competitive purpose.
2.
You agree that at all times while using the Website that you will
comply with all Applicable Federal, State, international, and local
laws including, without limitation, copyright law. Except as
expressly permitted in these Terms, You may not use, reproduce,
distribute, create derivative works based upon, publicly display,
publicly perform, publish, transmit, or otherwise exploit the
Application for any purpose, whatsoever, without obtaining prior
written consent from CarShipIO, any third-party, or other Users in
the case of User-Generated Content, as set forth hereinafter, who is
the respective owner of such content. You hereby expressly
acknowledge that you do not acquire any ownership rights or
interests of any nature by way of any usage of the Website, and
that CarShipIO may revoke your rights, privileges and/or access
without any notice to You whatsoever, and thereby your rights to
continued usage of the Website and/or any of your information
stored therein or associated therewith.
C.
These rights hereby established by these Terms shall be effective until terminated.
CARSHIPIO MAY TERMINATE YOUR RIGHTS AND/OR THESE TERMS
WITH, OR WITHOUT ANY NOTICE TO YOU WHATSOEVER.
D.
CarShipIO may, in its sole and absolute discretion, at any time and for any or no
reason, suspend or terminate these Terms, the Website and/or Account, Your
usage and access to same, and any rights or privileges afforded to You hereunder
with or without prior notice. Furthermore, if You fail to comply with any terms
and conditions of these Terms, then these Terms and any rights granted to You
shall terminate automatically, without any notice or other action by Company.
Upon the termination of these Terms, You shall cease all use of the Website and
delete the Account.
E.
The Website may utilize or integrate third-party software that is subject to open
source and/or third-party license terms (“Third-Party Software”), including but
not limited to functionalities of Google Maps and/or other API(s) unrelated
thereto. You acknowledge and agree that Your right to use such Third-Party
Software as part of the Website is subject to, and governed by, the terms and
conditions of the open source or third-party license applicable to such Third-Party
Software, including, without limitation, any applicable acknowledgements,
license terms and disclaimers contained therein. In the event of a conflict
between this Agreement and the terms of such open source or third-party licenses,
the terms of the open source or third-party licenses shall control with regard to
Your use of the relevant Third-Party Software, but in no way shall be applicable
to the balance of the Website not so thereby governed. In no event, shall the
Website or components thereof be deemed to be “open source” or “publicly
available” software as those terms may be in common usage in similar scenarios.
V.
CONTENT GENERATED BY REGISTERED USERS
A.
CarShipIO may now, or in the future, permit registered Users to post, upload,
transmit through, or otherwise make available on the Website (collectively,
“Submit”) messages, text, illustrations, files, images, graphics, photos, comments,
sounds, music, videos, information, content, financial information, legal
information, user reviews and/or business information and/or other materials
(“User-Generated Content”). User-Generated Content shall expressly exclude
invoices or proof(s) of Insurance and/or materials or information deemed
confidential in the sole discretion of CarShipIO. BY SUBMITTING USER-
GENERATED CONTENT TO THE WEBSITE, YOU ASSIGN AND
TRANSFER ALL RIGHT AND TITLE THEREIN TO CARSHIPIO TO
THE FULLEST EXTENT PERMITTED BY LAW. AS SUCH,
CARSHIPIO MAY USE, REPRODUCE, MODIFY, ADAPT, PUBLISH,
TRANSLATE, CREATE DERIVATIVE WORKS FROM, DISTRIBUTE,
PERFORM, AND DISPLAY ALL USER-GENERATED CONTENT,
INCLUDING, BUT NOT LIMITED TO, REMARKS, SUGGESTIONS,
IDEAS, GRAPHICS, OR OTHER INFORMATION COMMUNICATED
TO CARSHIPIO THROUGH THE WEBSITE, AND TO INCORPORATE
ANY USER-GENERATED CONTENT IN OTHER WORKS IN ANY
FORM, MEDIA, OR TECHNOLOGY NOW KNOWN OR LATER
DEVELOPED. CARSHIPIO WILL ALSO BE FREE TO USE ANY IDEAS,
CONCEPTS, KNOW-HOW OR TECHNIQUES CONTAINED IN THE
USER-GENERATED CONTENT FOR ANY PURPOSE WHATSOEVER
INCLUDING,
WITHOUT
LIMITATION,
DEVELOPING,
MANUFACTURING AND MARKETING PRODUCTS AND SERVICES
INCORPORATING SUCH INFORMATION. To the extent that any User-
Generated Content may not be legally assigned or transferred as stated
above, You hereby grant to such non-assignable/non-transferrable User-
Generated Content to CarShipIO the royalty-free, perpetual (or otherwise
longest duration permitted by law), irrevocable, transferrable, worldwide,
non-exclusive right and license to use, reproduce, modify, adapt, publish,
translate, create derivative works from, distribute, perform, and display all
such User-Generated Content, and to incorporate any such User-Generated
Content in other works in any form, media, or technology now known or
later developed. CarShipIO will not be required to treat any User-Generated
Content as confidential, and may use any User-Generated Content in its
business (including without limitation, for products or advertising) without
incurring any liability for royalties or any other consideration of any kind,
and will not incur any liability as a result of any similarities that may appear
in future CarShipIO operations.
B.
CarShipIO cannot guarantee any confidentiality with respect to User-Generated
Content and CarShipIO specifically reserves the express right to monitor User-
Generated Content as it sees fit—even where such information has not been made
public and is under a registered Account. CarShipIO will not be required to treat
any Submission as confidential, and may use any Submission in its business
(including without limitation, for products or advertising) without incurring any
liability for royalties or any other consideration of any kind, and will not incur
any liability as a result of any similarities that may appear in future CarShipIO
operations. CarShipIO reserves the right to utilize User-Generated Content for
promotional or other purposes as reflected in our Privacy Policy. Otherwise, it is
solely Your responsibility to monitor and protect any intellectual property rights
that you may have in Your User-Generated Content, and CarShipIO does not
accept any responsibility for same. You agree that CarShipIO has no such
responsibility. You are responsible to comply with all terms and conditions
applicable to Your User-Generated Content. CarShipIO will treat any personal
information that you submit through this site in accordance with its Privacy
Policy.
C.
You shall not submit any User-Generated Content protected by copyright,
trademark, patent, trade secret, moral right, or other intellectual property,
personal, contractual, proprietary or other third party right without the express
permission of the owner of the respective right. YOU ARE SOLELY LIABLE
FOR ANY DAMAGE RESULTING FROM YOUR FAILURE TO OBTAIN
SUCH PERMISSION OR FROM ANY OTHER HARM RESULTING FROM
USER-GENERATED CONTENT THAT YOU SUBMIT.
D.
You represent, warrant, and covenant that you will not submit any User-
Generated Content that:
1.
Violates or infringes in any way upon the rights of others, including, but
not limited to, any copyright, trademark, patent, trade secret, moral right,
or other intellectual property, personal, contractual, proprietary or other
third party right of any person or entity;
2.
Impersonates another or is unlawful, threatening, abusive, harassing,
libelous, defamatory, invasive of privacy or publicity rights, vulgar,
E.
F.
G.
obscene, profane, pornographic, lewd, lascivious, filthy, excessively
violent, harassing or otherwise objectionable;
3.
Encourages conduct that would constitute a criminal offense, give
rise to civil liability or otherwise violate any law;
4.
Is an advertisement for goods or services (without CarShipIO’s express
written permission);
5.
Unnecessarily includes personal information;
6.
Contains a formula, instruction, or advice that could cause harm or injury;
7.
Is a chain letter of any kind;
8.
The licensed use by us hereunder would result in us having any
obligation or liability to any party; or
9.
Violates any of the exclusions to use set forth in Section V(B) below.
10.
Amounts to any conduct by a user that in our sole discretion restricts or
inhibits any other user from using or enjoying the Website, which will not
be permitted.
WE RESERVE THE RIGHT TO DELETE, DISABLE OR OTHERWISE
ELIMINATE FROM THE WEBSITE ANY USER-GENERATED CONTENT
THAT WE DEEM VIOLATIVE OF THESE TERMS AND/OR ANY RULE OF
LAW, REGULATION OR PROTOCOL, IN OUR SOLE DISCRETION.
We have the right, but not the obligation, to monitor all User-Generated Content.
We have no obligation to post, maintain or otherwise make use of User-Generated
Content and do not guarantee distribution of User-Generated Content. We may
discontinue operation of the Website and/or User-Generated Content, or
your use of the Website and/or User-Generated Content, in either case in
whole or in part, in our sole discretion. You have no right to maintain or
access your User-Generated Content on the Website and we have no
obligation to return your User-Generated Content or otherwise make it
available to you.
The rights granted by you hereunder may not be terminated, revoked or rescinded
and are not subject to reversion. If you become aware that User-Generated
Content you have submitted includes any material for which you lack the
unrestricted right to grant us the rights set forth above without obligations or
liability to any party, you agree to promptly provide us with detailed written
notice thereof to Rebel Solutions, Inc,, ATTN: Rebel Solutions, PO BOX 1504, Southampton PA 18966, and
legal@CarShipIO.com.
ACCESS AND USE
H.
I.
J.
K.
VI.
A.
We strive to keep User-Generated Content secure but cannot guarantee that we
will be successful at doing so, given the nature of the Internet. Accordingly, you
acknowledge that you bear sole responsibility for adequate security, protection,
and backup of User-Generated Content. We strongly encourage you, where
available and appropriate, to (a) use encryption technology to protect User-
Generated Content from unauthorized access, (b) routinely archive User-
Generated Content, and (c) keep your User-Generated Content or any software
that you use or run with the Website current with the latest security patches or
updates. WE SHALL HAVE NO LIABILITY TO YOU FOR ANY
UNAUTHORIZED ACCESS OR USE, CORRUPTION, DELETION,
DESTRUCTION, OR LOSS OF ANY OF USER-GENERATED CONTENT.
Feedback. In the event you elect, in connection with any of the Website, to
communicate to us suggestions for improvements to same or to any other property
of CarShipIO, intellectual or otherwise, (collectively, “Feedback”), we shall own
all right, title, and interest in and to the same, even if you have designated the
Feedback as confidential, and we shall be entitled to use the Feedback without
restriction. You hereby irrevocably assign all right, title, and interest in and to the
Feedback to us and agree to provide us such assistance as we may require to
document, perfect, and maintain our rights to the Feedback.
Governmental requests for User-Generated Content. In keeping with our
efforts to maintain your privacy, we will not disclose User-Generated Content to
any governmental agency, body and/or department unless lawfully sought by
presentation to us of a valid Subpoena, warrant or other such document.
Digital Communication. CARSHIPIO IS NOT RESPONSIBLE FOR
COMMUNICATION INITIATED BY USERS THROUGH THE WEBSITE.
OUR SERVICE IS A MEANS OF COMMUNICATION FOR REGISTERED
USERS ONLY. DIGITAL COMMUNICATION MAY NOT BE AN OFFICIAL
LEGAL FORM OF COMMUNICATION FOR ANY REASON. CARSHIPIO
WILL NOT BE HELD RESPONSIBLE FOR A USER’S FAILURE TO
RECEIVE ANY BENEFIT OFFERED ON THE WEBSITE.
When using the Website, you agree to comply with all applicable federal, state,
and local laws including, without limitation, copyright law. Except as expressly
permitted in these Terms, you may not use, reproduce, distribute, create derivative
works based upon, publicly display, publicly perform, publish, transmit, or
otherwise exploit the Website for any purpose whatsoever without obtaining prior
written consent from us or, in the case of third-party content, its respective owner.
In certain instances, we may permit you to download or print Website and/or
Features and/or Account or both. In such a case, you acknowledge that you do
not acquire any ownership rights by downloading or printing any portion of the
Website.
xcept as expressly
B.
E
1.
2.
3.
4.
5.
6.
7.
8.
9.
10.
11.
12.
permitted in these Terms, you may not:
Remove, alter, cover, or distort any copyright, trademark, or other
proprietary rights notice on the Website;
Circumvent, disable or otherwise interfere with security-related features of
the Website, without limitation, any features that prevent or restrict use or
copying of any content or enforce limitations on the, use of the Website;
Use an automatic device (such as a robot or spider) or manual process to
copy or scrape the Website for any purpose without the express written
permission of CarShipIO;
Collect or harvest any personally identifiable information from the
Website besides that information expressly identified in the Privacy
Policy;
Attempt to or interfere with the proper working of the Website or impair,
purposely overburden, or disable the same;
Decompile, reverse engineer, or disassemble any portion of any the
Website and/or Features and/or Account;
Use network-monitoring software to determine architecture of or
extract usage data from the Website;
Encourage conduct that violates any local, state or federal law,
either civil or criminal, or impersonate another user, person, or entity (e.g.,
accessing another member’s account without permission, etc.);
Violate U.S. export laws, including, without limitation, violations of the
Export Administration Act, the Export Administration Regulations
administered by the Department of Commerce and/or the International
Traffic in Arms administered by the Department of State;
E
ngage in any conduct that restricts or inhibits any other user
from
using or enjoying the Website;
Use the Website to encourage conduct taking place offline or on other
third-party websites that violates any local, state or federal law, either civil
or criminal;
Fail to remove, eliminate, resolve and/or take down any content allegedly
infringing of a third-party’s rights of any kind once notice of alleged
infringement by CarShipIO has been given pursuant to the terms herein;
and/or
13.
You agree to cooperate fully with CarShipIO to investigate any suspected
or actual activity that is in breach of these Terms.
C.
CARSHIPIO HEREBY EXPRESSLY RESERVES THE RIGHT TO PREVENT
ANY USER(S) FROM ACCESSING THE WEBSITE FOR ANY REASON, OR
NO REASON, WITHIN ITS SOLE DISCRETION.
D.
Registered accounts are protected by and subject to security safeguards. You
agree that such safeguards are necessary and further agree that your Account shall
be subject to all such safeguards.
VII. CONDITIONS FOR LINKING TO WEBSITE
Upon your acceptance of these Terms as evidenced by your clicking where indicated below your
acceptance of and agreement to these Terms, we hereby grant you a non-exclusive, limited
license, revocable at our discretion, for you to link to the Website from any site you own or
control that is not commercially competitive with the Website and does not criticize or otherwise
injure the Website, so long as the site where the link resides, and all other locations to which
such site links, comply with all applicable laws and do not in any way abuse, defame, stalk,
threaten or violate the rights of privacy, publicity, intellectual property or other legal rights of
others or, in any way, post, publish, distribute, disseminate or facilitate any inappropriate,
infringing, defamatory, profane, indecent, obscene or illegal/unlawful information, topic, name
or other material or that violates the spirit of our mission. Such a link is not an endorsement of
such other site(s) by us. All of our rights and remedies are expressly reserved.
VIII. THIRD-PARTY LINKS
A.
In all instances, it is your responsibility to evaluate the accuracy, timeliness,
completeness, or usefulness of information displayed by the Website. UNDER
NO CIRCUMSTANCES WILL CARSHIPIO BE LIABLE FOR ANY LOSSES
OR DAMAGES CAUSED BY ANY USER’S RELIANCE ON ANY
INFORMATION DISPLAYED BY THE WEBSITE, INCLUDING, BUT NOT
LIMITED TO, ANY AND ALL INFORMATION RELATING TO ANY
OFFERS FOR SCHOLARSHIPS, AWARDS, PAYMENTS OR ANY OTHER
BENEFIT OFFERED TO ANY USER OF ANY KIND BY ANY OFFEROR.
B.
In some instances, Website and/or Features and/or Account will include content
posted by a third-party or will represent the opinions and judgments of a third-
party. We do not endorse, warrant and are not responsible for the accuracy,
timeliness, completeness, or reliability of any opinion, advice, or statement made
on the Website by anyone other than authorized employees or spokespersons
while acting in their official capacities.
C.
YOU ACKNOWLEDGE THAT CARSHIPIO DOES NOT INVESTIGATE,
MONITOR, REPRESENT OR ENDORSE THE THIRD-PARTY
CONTENT AND SERVICES (INCLUDING ANY THIRD-PARTY
WEBSITES, OR OTHER SERVICES, AVAILABLE THROUGH THE
C.
USER LIABILITY
A.
B.
IX.
WEBSITE). FURTHERMORE, YOUR ACCESS TO AND USE OF THE
THIRD-PARTY CONTENT AND SERVICES IS AT YOUR SOLE
DISCRETION AND RISK, AND CARSHIPIO AND ITS AFFILIATES,
PARTNERS, SUPPLIERS AND LICENSORS, SHALL HAVE NO
LIABILITY TO YOU ARISING OUT OF OR IN CONNECTION WITH
YOUR ACCESS TO AND USE OF THE THIRD-PARTY CONTENT AND
SERVICES. CARSHIPIO HEREBY DISCLAIMS ANY
REPRESENTATION, WARRANTY, OR GUARANTY REGARDING THE
THIRD-PARTY CONTENT AND SERVICES, WHETHER EXPRESS,
IMPLIED, OR STATUTORY, INCLUDING, WITHOUT LIMITATION,
THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS
FOR A PARTICULAR PURPOSE, AND ANY REPRESENTATION,
WARRANTY, OR GUARANTY REGARDING THE AVAILABILITY,
QUALITY, RELIABILITY, FEATURES, APPROPRIATENESSS,
ACCURACY, COMPLETENESS, OR LEGALITY OF THE THIRD-
PARTY CONTENT AND SERVICES.
The Website may contain links to other websites maintained by third-parties,
including the payment processor for the payment of the Registration Fee. We
do not operate or control, in any respect, or necessarily endorse the content
found on these third-party websites. You assume sole responsibility for your
use of third-party links. We are not responsible for any content posted on
third-party websites or liable to you for any loss or damage of any sort
incurred as a result of your dealings with any third-party or their website.
Liability of registered User(s). Registered User is responsible for any and all
complaints, claims, causes of action and/or lawsuits caused by or arising out of
registered User’s breach of these Terms and/or registered User’s use of the
Website and/or User-Generated Content. Registered User shall indemnify,
reimburse and hold CarShipIO harmless for any and all such liability to the extent
permitted by law and in accordance with Sections IX-XI below.
Actions by CarShipIO. If we have reason to believe that you have engaged in
any Restricted Activities, we may take various actions to protect CarShipIO,
Users, and other third parties claims, fees, fines, penalties and any other liability.
The actions we may take include but are not limited to the following:
1.
We may close, suspend, or limit your access to your Account and/or the
Website and/or Features;
2.
We may contact your bank or credit card issuer, and/or warn other Users,
law enforcement, or impacted third parties of your actions;
3.
We may update inaccurate information you provided us;
4.
We may refuse to provide access to the Website to you in the future;
and/or
5.
We may take legal action against you.
D.
Actions by other third parties. You are responsible for third party complaints
caused by or arising out of your breach of these Terms, and/or your use of the
Website and/or User-Generated Content. You agree to reimburse CarShipIO
and/or a third party for any and all such liability.
X.
INDEMNIFICATION
YOU AGREE TO INDEMNIFY AND HOLD HARMLESS CARSHIPIO, AND ITS
EMPLOYEES, AGENTS, DISTRIBUTION PARTNERS, AFFILIATES, SUBSIDIARIES,
AND THEIR RELATED COMPANIES FROM AND AGAINST ANY AND ALL
CLAIMS, LIABILITIES, LOSSES, DAMAGES, OBLIGATIONS, COSTS AND
EXPENSES (INCLUDING REASONABLE ATTORNEYS’ FEES AND COSTS)
ARISING OUT OF, RELATED TO, OR THAT MAY ARISE IN CONNECTION WITH:
(I) YOUR ACCESS TO OR USE OF THE WEBSITE; (II) USER-GENERATED
CONTENT PROVIDED BY YOU OR THROUGH USE OF YOUR ACCOUNT; (III)
ANY ACTUAL OR ALLEGED VIOLATION OR BREACH BY YOU OF THESE
TERMS; (IV) ANY ACTUAL OR ALLEGED BREACH OF ANY REPRESENTATION,
WARRANTY, OR COVENANT THAT YOU HAVE MADE TO US; (V) YOUR ACTS
OR OMISSIONS; (VI) LOSS OF OR DAMAGE TO USER-GENERATED CONTENT
FOR ANY REASON. YOU AGREE TO COOPERATE FULLY WITH US IN THE
DEFENSE OF ANY CLAIM THAT IS THE SUBJECT OF YOUR OBLIGATIONS
HEREUNDER.
XI.
DISCLAIMERS
YOU EXPRESSLY AGREE THAT USE OF THE WEBSITE IS AT YOUR SOLE RISK.
THE WEBSITE ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS
WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED.
CARSHIPIO DISCLAIMS ANY AND ALL WARRANTIES INCLUDING ANY:
(1) WARRANTIES THAT THE WEBSITE WILL MEET YOUR
REQUIREMENTS;
(2) WARRANTIES CONCERNING THE AVAILABILITY, ACCURACY,
SECURITY, USEFULNESS, TIMELINESS, OR INFORMATIONAL CONTENT
OF THE WEBSITE;
(3) WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY,
OR FITNESS FOR A PARTICULAR PURPOSE;
ANY CONTENT OR SOFTWARE DOWNLOADED OR OTHERWISE OBTAINED
THROUGH THE USE OF
AND RISK.
TO YOUR COMPUTER SYSTEM
RESULTS FROM THE DOWNLOAD OF ANY CONTENT OR SOFTWARE
USE OF
XII.
(4) WARRANTIES FOR SERVICES OR GOODS RECEIVED THROUGH OR
ADVERTISED ON OUR WEBSITE OR ACCESSED THROUGH THE
WEBSITE;
(5) WARRANTIES CONCERNING THE ACCURACY OR RELIABILITY OF
THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE
WEBSITE;
(6) WARRANTIES THAT YOUR USE OF THE WEBSITE WILL BE SECURE
OR UNINTERRUPTED; AND
(7) WARRANTIES THAT ERRORS IN THE WEBSITE WILL BE CORRECTED.
THE WEBSITE IS DONE AT YOUR OWN DISCRETION
CARSHIPIO SHALL HAVE NO RESPONSIBILITY FOR ANY DAMAGE
AND/OR DEVICE(S) OR LOSS OF DATA THAT
AND/OR
THE WEBSITE.
LIMITATION ON LIABILITY
A.
UNDER NO CIRCUMSTANCES SHALL CARSHIPIO, AND ITS
EMPLOYEES, AGENTS, DISTRIBUTION PARTNERS, AFFILIATES,
SUBSIDIARIES AND THEIR RELATED COMPANIES BE LIABLE FOR
INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR
EXEMPLARY DAMAGES ARISING OUT OF, RELATING TO, OR IN
ANY WAY CONNECTED WITH THE WEBSITE AND/OR THESE
TERMS. YOUR SOLE REMEDY FOR DISSATISFACTION WITH THE
WEBSITE INCLUDING, WITHOUT LIMITATION, THE WEBSITE IS
TO STOP USING THE WEBSITE. SUCH LIMITATION SHALL ALSO
APPLY WITH RESPECT TO DAMAGES INCURRED BY REASON OF
SERVICES OR PRODUCTS RECEIVED THROUGH OR ADVERTISED
IN CONNECTION WITH THE WEBSITE OR ANY LINKS ON THE
WEBSITE, AS WELL AS BY REASON OF ANY INFORMATION OR
ADVICE RECEIVED THROUGH OR ADVERTISED IN CONNECTION
WITH ANY OF THE WEBSITE OR ANY LINKS ON THE WEBSITE.
SUCH LIMITATION SHALL ALSO APPLY WITH RESPECT TO
DAMAGES INCURRED BY REASON OF ANY CONTENT POSTED BY A
THIRD-PARTY OR CONDUCT OF A THIRD-PARTY ON THE
WEBSITE.
B.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED
HEREIN, IN NO EVENT SHALL THE CUMULATIVE LIABILITY OF
CARSHIPIO AND ITS EMPLOYEES, AGENTS, DISTRIBUTION
PARTNERS, AFFILIATES, SUBSIDIARIES AND THEIR RELATED
TERMINATION
CHOICE OF LAW
These Terms shall be construed in accordance with t
Pennsylvania
C.
D.
E.
XIII.
A.
B.
C.
XIV.
COMPANIES EXCEED THE AMOUNT OF THE SINGLE INSTANCE OF
THE MONTHLY SUBSCRIPTION FEE PAID TO CARSHIPIO BY THE
USER.
YOU AGREE THAT REGARDLESS OF ANY STATUTE OR LAW TO THE
CONTRARY, ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR
RELATED TO YOUR USE OF THE WEBSITE, OR IN ANYWAY RELATED
TO THESE TERMS, MUST BE FILED WITHIN SIX (6) MONTHS AFTER
SUCH CLAIM OR CAUSE OF ACTION AROSE OR SUCH CLAIM WILL BE
FOREVER BARRED.
IN SOME JURISDICTIONS LIMITATIONS OF LIABILITY ARE NOT
PERMITTED. IN SUCH JURISDICTIONS, SOME OF THE FOREGOING
LIMITATIONS MAY NOT APPLY TO YOU. NOTWITHSTANDING, THESE
LIMITATIONS SHALL APPLY TO THE FULLEST EXTENT PERMITTED
BY LAW.
Disputes involving CarShipIO. In the event that a lawsuit is filed against a User
of CarShipIO, and CarShipIO needs to seek legal counsel for any involvement in
the matter, the User shall pay for all legal fees associated with the lawsuit. This
clause in no way limits CarShipIO’s right to hire legal counsel of its choice.
We reserve the right in our sole discretion and at any time to terminate or suspend
your Account and/or block your access to the Website for any reason including,
without limitation if you have failed to comply with the letter and spirit of these
Terms. You agree that CarShipIO shall not be liable to you or any third party for
any termination or suspension of your Account or for blocking your access to the
Website and/or any User-Generated Content that may reside there.
If you become a registered user, you may terminate your Account at any time by
accessing your Account and deleting it. Before any Account may be deleted, any
outstanding charges issued against the Account must be paid.
Any suspension or termination shall not affect your obligations to us under these
Terms. The provisions of these Terms which by their nature should survive the
suspension or termination of your Account or these Terms shall survive including,
but not limited to the rights and licenses that you have granted hereunder,
indemnities, releases, disclaimers, limitations on liability, and provisions related
to choice of law.
; FORUM
he laws of the Commonwealth of
of the United States of America, without regard to its conflict of laws rules.
XV.
XVI.
CarShipIO makes no representation that materials on the Website are appropriate
or available for use in other locations. If you access this site from another location,
you do so on your own initiative and are responsible for compliance with local laws, if,
and to the extent they are applicable. The parties consent to the exclusive jurisdiction and
venue of the federal and state courts located in Philadelphia, Pennsylvania in any action
arising out of or relating to these Terms. The parties waive any other venue to which
either party might be entitled by domicile or otherwise.
AMENDMENT;
ADDITIONAL TERMS
A.
We reserve the right in our sole discretion and at any time and for any
reason, to modify or discontinue any aspect or feature of the Website, of any
Account and/or Package, or to modify these Terms.
B.
In addition, we reserve the right to provide you with operating rules or Additional
Terms that may govern your use of the Website generally, unique parts of the
Website, or both (“Additional Terms”). Any Additional Terms that we may
provide to you will be incorporated by reference into these Terms. To the extent
any Additional Terms conflict with these Terms, the Additional Terms will
control.
C.
Modifications to these Terms or Additional Terms will be effective immediately
upon notice, either by posting on the Website or by notification by email or
conventional mail. It is your responsibility to review these Terms and the
Website from time to time for any changes or Additional Terms. Your access and
use of any the Website following any modification of these Terms or the
provision of Additional Terms will signify your assent to and acceptance of the
same. If you object to any subsequent revision to the Terms or to any Additional
Terms, you may terminate your Account as provided in Section XII above or, if
you do not have an Account, your only recourse is to immediately discontinue use
of the Website.
CHOICE OF LAW; MANDATORY ARBITRATION.
A.
THIS AGREEMENT, THE WEBSITE AND/OR ANY DISPUTE ARISING
THEREFROM SHALL BE GOVERNED BY AND CONSTRUED
ACCORDING TO THE LAWS OF THE COMMONWEALTH OF
PENNSYLVANIA. THE PARTIES WAIVE ANY OTHER VENUE TO
WHICH EITHER PARTY MIGHT BE ENTITLED BY DOMICILE OR
OTHERWISE. CARSHIPIO MAKES NO REPRESENTATION THAT
MATERIALS ON THE WEBSITE ARE APPROPRIATE OR AVAILABLE
FOR USE IN OTHER LOCATIONS. WITH RESPECT TO ANY DISPUTE
ARISING OUT OF OR RELATED TO THIS AGREEMENT, THE
PARTIES HEREBY AGREE THAT ALL DISPUTES ARISING UNDER
THIS AGREEMENT SHALL PROMPTLY BE SUBMITTED TO
ARBITRATION IN PHILADELPHIA, PENNSYLVANIA, BEFORE ONE
ARBITRATOR IN ACCORDANCE WITH THE RULES OF THE
AMERICAN ARBITRATION ASSOCIATION. THE ARBITRATOR MAY
ASSESS COSTS IN FAVOR OF CARSHIPIO ONLY, INCLUDING
COUNSEL FEES, IN SUCH MANNER AS THE ARBITRATOR DEEMS
FAIR AND EQUITABLE. THE AWARD OF THE ARBITRATOR SHALL
BE FINAL AND BINDING UPON ALL PARTIES, AND JUDGMENT
UPON THE AWARD MAY BE ENTERED IN ANY COURT OF
COMPETENT JURISDICTION. THE PARTIES HEREBY WAIVE ANY
RIGHT TO A TRIAL BY JURY IN CONNECTION WITH ANY DISPUTE
ARISING OUT OF THIS AGREEMENT, THE WEBSITE AND/OR ANY
DISPUTE ARISING THEREFROM.
XVII. MISCELLANEOUS
A.
Any delay or failure on the part of us to exercise or enforce any rights under these
Terms to which we may be entitled shall not, in any event, be construed as a
waiver of the right and privilege to do so at any subsequent time. You irrevocably
agree that you waive any and all rights to injunctive or other equitable relief. The
section headings used herein are for convenience only and shall not be given any
legal import. If any provision of these Terms is held to be invalid or
unenforceable, the invalidity of such provision shall not affect the validity of the
remaining provisions of the Terms, which shall remain in full force and effect.
B.
These Terms (including the Privacy Policy, Copyright Policy and any Additional
Terms incorporated by reference) constitute the entire agreement of the parties
with respect to the subject matter hereof, and supersede all previous written or
oral agreements between us with respect to such subject matter.
C.
You may not assign these Terms or assign any rights or delegate any obligations
hereunder, in whole or in part, without our prior written consent. Any such
purported assignment or delegation by you without the appropriate prior written
consent will be null and void and of no force and effect. CarShipIO reserves the
right to transfer or assign these Terms or any right or obligation under these
Terms at any time.
D.
Notices. Except as otherwise set forth herein, notices made by us to you under
these Terms that affect our customers generally (e.g., notices of Additional
Terms, etc.) will be posted on the Website. Notices made by us under these
Terms for you or your Account specifically (e.g., notices of breach and/or
suspension) will be provided to you via the email address provided to us in your
registration for the Account or in any updated e-mail address you provide to us in
accordance with standard account information update procedures we may provide
from time to time. It is your responsibility to keep your email address current and
you will be deemed to have received any email sent to any such email address,
upon our sending of the email, whether or not you actually receive the email. For
notices made by you to us under these Terms and for questions regarding these
Terms or the Services, you may contact Terms as follows: CarShipIO, Inc.,
ATTN: LEGAL, Rebel Solutions, PO BOX 1504, Southampton PA 18966 and legal@CarShipIO.com. All
communications and notices to be made or given pursuant to these Terms
shall be in the English language.
E.
Relationship. Nothing contained in these Terms shall be deemed to constitute
either party a partner, joint venturer or employee of the other party for any
purpose.
F.
Force Majeure. CarShipIO shall not be liable for any default, delay in the
performance of any of its obligations under these Terms or your inability to
access the Website and/or User-Generated Content if such default or delay is
caused, directly or indirectly, by forces beyond CarShipIO’s reasonable control,
including, without limitation, fire, flood, acts of God, labor disputes, accidents,
acts of war or terrorism, interruptions of transportation or communications
(including third party integrations related to social media, server malfunctions, or
any other mechanical, electronic, or communication error), power outages, supply
shortages or the failure of any third party to perform any commitment relating to
the production or delivery of any equipment or material required for CarShipIO to
perform its obligations hereunder.
G.
Attorney’s Fees. In any dispute arising out of or related to these Terms,
CarShipIO shall have the right to collect from the other party its reasonable
attorney fees and costs and necessary expenditures and such punitive and/or
liquidated damages as the arbiter deems appropriate and just.
BY CLICKING THE “ACCEPT” BUTTON FOR THESE TERMS, INCLUDING PRIVACY POLICY
OR ACCEPTING ANY MODIFICATION TO THESE TERMS IN ACCORDANCE WITH SECTION
XIV ABOVE, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THESE
TERMS. IF YOU ARE ENTERING INTO THESE TERMS ON BEHALF OF A COMPANY OR
OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE LEGAL AUTHORITY TO
BIND THE LEGAL ENTITY TO THESE TERMS, IN WHICH CASE “YOU” SHALL MEAN SUCH
ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, IF YOU ARE UNDER THE AGE OF
THIRTEEN, OR IF YOU DO NOT AGREE WITH THE TERMS AND CONDITIONS OF THESE
TERMS, YOU MUST SELECT THE “DECLINE” BUTTON AND YOU MAY NOT USE THE
WEBSITE.
These Terms were last revised on November 5, 2015.
PRIVACY POLICY
Rebel Solutions, Inc. d/b/a CarShipIO, a corporation organized and existing under the laws of the
Commonwealth of Pennsylvania, and/or Rebel Solutions, Inc., and/or www.CarShipIO.com,
Rebel Solutions Inc.’s licensors, or any combination of the foregoing (collectively, “CarShipIO”
and/or the “Company”), values the privacy of the individual and has created this policy (“Privacy
Policy”) to demonstrate its firm commitment to transparency about how CarShipIO treats the
information of its users of the Website and/or User-Generated. Because CarShipIO gathers
important information from our users, CarShipIO has established this Privacy Policy as a means
to communicate CarShipIO’s information gathering and dissemination practices. CarShipIO
reserves the right to change this Privacy Policy in accordance with the terms herein and reflected
in the Terms of Service.
What information do we collect?
We collect information from you when you register on our site, fill out a form, enter information,
and/or perform any other activity on the Website. We may also collect your internet protocol
address, first and last name, home or other physical address, including street name and name of a
city or town, and billing information, such as billing name and address, bank account number,
routing number and in some instances a credit card number and/or other identifier that permits
the physical or online contacting of a specific individual, depending on your activities while on
the Website and/or User-Generated Content.
What we use information for
Any of the information we collect from you may be used in one of the following ways: to
personalize your experience (your information helps us to better respond to your individual
needs); to improve the Website and/or User-Generated Content (we continually strive to improve
our offerings based on the information and feedback we receive from you); to improve customer
service (your information helps us to more effectively respond to your customer service requests
and support needs); to send periodic emails. We can also use your information to monitor and
assemble analytics pertaining to an individual’s use of the Website. If you provide information
in relation to a registration of an Account, the email address you provide for order processing,
may be used to send you information and updates pertaining to your order, in addition to
receiving occasional company news, updates, related product or service information, etc. If at
any time you would like to unsubscribe from receiving future emails, we include detailed
unsubscribe instructions at the bottom of each email.
We may disclose any information (other than billing information) to outside parties
We may sell, trade, or otherwise transfer to outside parties your personally identifiable
information. This includes trusted third parties who assist us in operating our website,
conducting our business, or servicing you, so long as those parties agree to keep this information
confidential. We may also release your information when we believe release is appropriate to
comply with the law, enforce our site policies, or protect ours or others’ rights, property, or
safety. Customer email addresses and any personal customer information will not be sold to
or otherwise shared with third parties for marketing purposes. Individual records may at
times be viewed or accessed only for the purpose of resolving a problem, support issue, or as
may be required by law. Of course, registered users are responsible for maintaining the
confidentiality and security of their user registration and password. CarShipIO may aggregate
data together in an anonymous fashion to generate reporting for internal analysis or distribution
as it sees fit and may, at its sole discretion, choose to offer such reporting for promotional
purposes and/or monetary gain. All aggregated and reported User Content shall be 100%
anonymous. CarShipIO may also track and analyze non-identifying and aggregate usage and
volume statistical information from our visitors and customers and provide such information to
third parties.
Third party links
THE WEBSITE MAY PROVIDE ACCESS TO THIRD PARTY PRODUCTS OR
SERVICES ON OUR WEBSITE. THESE THIRD PARTY SITES HAVE SEPARATE
AND INDEPENDENT PRIVACY POLICIES. WE THEREFORE HAVE NO
RESPONSIBILITY OR LIABILITY FOR THE CONTENT AND ACTIVITIES OF
THESE LINKED SITES. NONETHELESS, WE SEEK TO PROTECT THE
INTEGRITY OF OUR SITE AND WELCOME ANY FEEDBACK ABOUT THESE
SITES.
California Online Privacy Protection Act Compliance
Because we value your privacy we have taken the necessary precautions to be in compliance
with the California Online Privacy Protection Act. We therefore will not distribute your personal
information to outside parties without your consent.
Residents of the State of California, under certain provisions of the California Civil Code, have
the right to request from companies conducting business in California a list of all third parties to
which CarShipIO has disclosed certain personally identifiable information as defined under
California law during the preceding year for third party direct marketing purposes. You are
limited to one request per calendar year. In your request, please attest to the fact that you are a
California resident and provide a current California address for our response. You may request
the information in writing at CarShipIO, Inc., ATTN: LEGAL Rebel Solutions, PO BOX 1504, Southampton PA 18966, and
legal@CarShipIO.com.
Children's Online Privacy Protection Act Compliance
We are in compliance with the requirements of COPPA (Childrens Online Privacy Protection
Act), we do not collect any information from anyone under thirteen (13) years of age. Our
website, products and services are all directed to people who are at least thirteen (13) years old or
older.
Online Privacy Policy Only
This online Privacy Policy applies only to information collected through our website and not to
information collected offline.
Changes to our Privacy Policy
If we decide to change our Privacy Policy, we will post those changes on this page. Those
changes will be immediately effective upon their posting even if posted without notice.
Public Forums
We may offer chat rooms, message boards, bulletin boards, or similar public forums where you
and other users of our Website and/or User-Generated Content and/or Services can
communicate. The protections described in this Privacy Policy do not apply when you provide
information (including personal information) in connection with your use of these public forums.
We may use personally identifiable and non-personal information about you to identify you with
a posting in a public forum. Any information you share in a public forum is public information
and may be seen or collected by anyone, including third parties that do not adhere to our Privacy
Policy. We are not responsible for events arising from the distribution of any information you
choose to publicly post or share through the Website and/or Features and/or User-Generated
Content.
Keeping Your Information Secure
We have implemented security measures we consider reasonable and appropriate to protect
against the loss, misuse and alteration of the information under our control. Please be advised,
however, that while we strive to protect your personally identifiable information and privacy, we
cannot guarantee or warrant the security of any information you disclose or transmit to us online
and are not responsible for the theft, destruction, or inadvertent disclosure of your personally
identifiable information. In the unfortunate event that your “personally identifiable information”
(as the term or similar terms are defined by any applicable law requiring notice upon a security
breach) is compromised, we may notify you by email (at our sole and absolute discretion) to the
last email address you have provided us in the most expedient time reasonable under the
circumstances; provided, however, delays in notification may occur while we take necessary
measures to determine the scope of the breach and restore reasonable integrity to the system as
well as for the legitimate needs of law enforcement if notification would impede a criminal
investigation. From time to time we evaluate new technology for protecting information, and
when appropriate, we upgrade our information security systems.
Contact and Opt
-
Out Information
You may contact us as at legal@CarShipIO.com if: (a) you have questions or comments
about our Privacy Policy; (b) wish to make corrections to any personally identifiable information
you have provided; (c) want to opt-out from receiving future commercial correspondence,
including emails, from us or our affiliated companies; or (d) wish to withdraw your consent to
sharing your personally identifiable information with others. We will respond to your request
and, if applicable and appropriate, make the requested change in our active databases as soon as
reasonably practicable. Please note that we may not be able to fulfill certain requests while
allowing you access to certain benefits and features of our Website.
Sole Statement
This Privacy Policy as posted on this Website is the sole statement of our privacy policy with
respect to the Website, and no summary, modification, restatement or other version thereof, or
other privacy statement or policy, in any form, is valid unless we post a new or revised policy to
the Website.
This Privacy Policy was last revised on November 5, 2015.
COPYRIGHT POLICY
Rebel Solutions, Inc. d/b/a CarShipIO (“CarShipIO”), respects the intellectual property
interests of other parties. If you believe that your work has been copied in a way that constitutes
copyright infringement, please provide CarShipIO’s copyright agent the written information
specified below. Please note that this procedure is exclusively for notifying CarShipIO and its
affiliates that your copyrighted material has been infringed:
I.
An electronic or physical signature of the person authorized to act on behalf of the
owner of the copyright interest;
II.
A copy of the copyrighted work that you claim has been infringed, or a
description of the copyrighted work, including the URL (i.e., web page address)
of the location where the copyrighted work exists;
III.
Identification of the URL or other specific location on the Website where the
material that you claim is infringing is located;
IV.
A statement by you that you have a good faith belief that the disputed use is not
authorized by the copyright owner, its agent, or the law;
V.
A statement by you, made under penalty of perjury, that the information in your
notice is accurate and that you are the copyright owner or authorized to act on the
copyright owner's behalf; and
VI.
Your address, telephone number, and e-mail address.
CarShipIO’s Copyright Agent for notice of claims of copyright infringement on its site can be
reached as follows:
Copyright Agent:
LMS Legal LLC
100 S. Broad Street, Suite 920
Philadelphia, PA 19110
phone: (267) 908-5058
fax: (267) 388-3780
email: LMSLegalLLC@gmail.com
