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 HEREINBELOW. 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.

1. 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, Settings, 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.

2. USERS

1. “User” shall mean any individual and/or entity who completes the registration to become a Registered User as set forth hereinbelow, 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 the context may require. User may be referred to herein as “You.”
   
   
2. 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 the prior consent of such child’s parent or guardian.
   
   
3. 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 a certain type of Account 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.
   
   
4. 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 the 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 the 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. 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.
   
   
1. 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 the 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. 
   
   
2. CarShipIO is not responsible for loss incurred as a 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.
   
   
3. 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 terminate 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 support@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.


5. Integrated Payments In order to use the ACH payment functionality of CarShipIO application, you must open a "Dwolla Account" provided by Dwolla, Inc. and you must accept the Dwolla Terms of Service and Privacy Policy. Any funds held in or transferred through your Dwolla Account are held or transferred by Dwolla's financial institution partners. You must be at least 18 years old to create a Dwolla Account. You authorize us to collect and share with Dwolla your personal information including full name, date of birth, social security number, physical address, email address and financial information, and you are responsible for the accuracy and completeness of that data. You understand that you will access and manage your Dwolla Account through our application, and Dwolla account notifications will be sent by us, not Dwolla. We will provide customer support for your Dwolla Account activity, and can be reached at Contact Us, Support Email and/or 215.600.3363.

3. MARKETPLACE

1. Through the Website, you may be able to access a certain portion of the Website where Users may post job requests for certain services (“Posting(s)”) from sellers services including, but not limited to, driving/delivery services of Loads and/or other services related to motor vehicle shipping. Such users shall be referred to as “Buyers.” Users bidding on Postings and providing or prospectively providing services pursuant thereto shall be referred to as “Sellers.” This segment of the Website shall be referred to as the “Marketplace.
   
   
2. 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.
   
   
3. Marketplace Account. To access the Marketplace, you shall create an Account, which Account shall be governed in accordance with this Agreement.
   
   
4. Postings. Buyers may through the Marketplace create and publicly post Posting(s) seeking services. A Buyer through Buyer’s Account may issue in response to 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.
   
   
5. Acceptance/Rejection of Bids. Upon receipt of the 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.
   
   
6. 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 the 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 the User or may be billed in some other manner. UPON THE COMPLETION OF THE CHECKOUT, THE SELLER SHALL BE UNDER THE OBLIGATION TO SATISFY THE FEE, AND NOTHING SHALL RELIEVE THE SELLER OF THE DUTY TO DO SO, INCLUDING ANY ATTEMPTED 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, which may be billed directly to the 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.
   
   
7. 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.
   
   
8. USERS’ AGREEMENT NOT TO CIRCUMVENT CARSHIPIO
   
   

1. 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.

2. 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 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:

1. was in the public domain at the time it was disclosed or has entered the public domain through no fault of the User;
2. was known to the User, without restriction, at the time of disclosure, as demonstrated by files in existence at the time of disclosure;
3. was independently developed by User and/or any affiliate, client, and/or other third party without any use of the Confidential Information;
4. is disclosed generally to third parties by the User without restrictions similar to those contained in this Agreement;
5. 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;
6. 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;
7. 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
8. is disclosed with the prior written approval of the User.
   
   

3. 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 the 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.

4. USAGE

   1. 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.
   
   
   
   1. 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.
      
      
   2. 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.
   3. 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.
   4. 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 acknowledgments, 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.
      
      

5. CONTENT GENERATED BY REGISTERED USERS

1. 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.
   
2. 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.
   
   
3. 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.
   
   
4. 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, 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.
    
    
5. 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.
   
   
6. 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.
   
   
7. 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 support@CarShipIO.com.
   
   
8. 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.
   
   
9. Feedback. In the event you elect, in connection with any of the Websites, 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.
   
   
10. 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.
    
    
11. 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.

6. ACCESS AND USE

1. 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.
   
   
2. Except as expressly permitted in these Terms, you may not:
   
   
1. Remove, alter, cover, or distort any copyright, trademark, or other proprietary rights notice on the Website;
   
   
2. 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;
   
   
3. 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;
   
   
4. Collect or harvest any personally identifiable information from the Website besides that information expressly identified in the Privacy Policy;
   
   
5. Attempt to or interfere with the proper working of the Website or impair, purposely overburden, or disable the same;
   
   
6. Decompile, reverse engineer, or disassemble any portion of any the Website and/or Features and/or Account;
   
   
7. Use network-monitoring software to determine architecture of or extract usage data from the Website;
   
   
8. 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.);
   
   
9. 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;
   
   
10. Engage in any conduct that restricts or inhibits any other user from using or enjoying the Website;
    
    
11. 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;
    
    
12. 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.
    
    
3. 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.
   
   
4. 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.

7. 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.
   
   

8. THIRD-PARTY LINKS

1. 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.
   
   
2. 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.
   
   
3. 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 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, APPROPRIATENESS, ACCURACY, COMPLETENESS, OR LEGALITY OF THE THIRD- PARTY CONTENT AND SERVICES.
   
   

9. USER LIABILITY

1. 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.
   
   
2. 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.
   
   
3. 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.
   
   
4. 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.
   
   

10. 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.

11. DISCLAIMERS

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;
   
   
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. ANY CONTENT OR SOFTWARE DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE WEBSITE IS DONE AT YOUR OWN DISCRETION AND RISK. CARSHIPIO SHALL HAVE NO RESPONSIBILITY FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM AND/OR DEVICE(S) OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY CONTENT OR SOFTWARE AND/OR USE OF THE WEBSITE.

12. LIMITATION ON LIABILITY

1. 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.
   
   
2. 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 COMPANIES EXCEED THE AMOUNT OF THE SINGLE INSTANCE OF THE MONTHLY SUBSCRIPTION FEE PAID TO CARSHIPIO BY THE USER.
   
   
3. 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.
   
   
4. 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.
   
   
5. 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.
   
   

13. TERMINATION

1. 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.
   
   
2. 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.
   
   
3. 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 the choice of law.
   
   

14. CHOICE OF LAW; FORUM

These Terms shall be construed in accordance with the laws of the Commonwealth of Pennsylvania of the United States of America, without regard to its conflict of laws rules. 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.

15. AMENDMENT; ADDITIONAL TERMS

1. 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.
   
   
2. 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.
   
   
3. 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.

16. 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 A 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.

17. MISCELLANEOUS

1. 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.
   
   
2. 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.
   
   
3. 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.
   
   
4. 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 support@CarShipIO.com. All communications and notices to be made or given pursuant to these Terms shall be in the English language.
   
   
5. 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.
   
   
6. 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.
7. 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.

PRIVACY POLICY

This Privacy Policy was last revised on March 1, 2022

COPYRIGHT POLICY

1. An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;
2. 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;
3. Identification of the URL or other specific location on the Website where the material that you claim is infringing is located;
4. 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;
5. 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
6. Your address, telephone number, and e-mail address.