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Shiperd Ltd.

24-28 Buckland Crescent, London NW3 5DU, United Kingdom

Shiperd Ltd. – General Terms of Use

 

Last Updated: November 7th, 2017

 

1. General and Acceptance

Shiperd, ltd. ("Shiperd" or "we") provides shipping management software, and other related shipping tools and services. These offerings are provided by Shiperd through an Internet and mobile site https://www.shiperd.com/ (the "Site" and, together with any related software, Apps, tools and services provided in connection with the Site, the "Shiperd Service"). Please read carefully the following terms and conditions ("Terms of Use") and our Privacy Policy, which may be found on our website at https://www.shiperd.com/privacy and which is incorporated herein by reference into these Terms of Use. These Terms of Use govern your access to and use of the Shiperd Service and all Site Content and constitute a binding legal agreement between you and Shiperd.

 

YOU ACKNOWLEDGE AND AGREE THAT, BY CLICKING ON THE "ACCEPT TERMS" BUTTON, REGISTERING FOR A SHIPERD ACCOUNT, OR ACCESSING OR USING THE SHIPERD SERVICE, OR BY DOWNLOADING, SUBMITTING OR POSTING ANY CONTENT FROM, OR ON, OR THROUGH THE SHIPERD SERVICE, YOU ARE INDICATING THAT YOU HAVE READ, UNDERSTAND AND AGREE TO BE BOUND BY THESE TERMS OF USE. IF YOU DO NOT AGREE TO THESE TERMS OF USE, THEN YOU HAVE NO RIGHT TO ACCESS OR USE THE SHIPERD SERVICE OR SITE CONTENT.

 

If you accept or agree to these Terms of use on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to these Terms of Use and, in such event, "you" and "your" will refer and apply to that company or other legal entity.

 

In order to participate in certain services and/or Applications provided by Shiperd, you may be notified that you are required to agree to additional terms and conditions. Unless explicitly set forth otherwise, those additional terms shall be considered as incorporated into these Terms of Use as an integral part thereof.

Shiperd may modify these Terms of Use and/or the Privacy Policy, from time to time and such modification shall be effective upon posting them by Shiperd on the internet. You agree to be bound to any changes to these Terms of Use and the Privacy Policy when you use the Shiperd Service after any such modification is posted. It is therefore important that you review these Terms of Use and the Privacy Policy regularly upon each use of the Shiperd Service  to ensure you are updated as to any changes.

2. Eligibility

Use of the Shiperd Service is void where prohibited,  and the right to access the Shiperd Service is revoked in such jurisdictions. By using the Shiperd Service, you represent and warrant that (a) all registration information you submit is truthful and accurate; (b) you will maintain the accuracy of such information; (c) your use of the Shiperd Service does not violate any applicable law or regulation. (d) you are of legal age to form a binding contract, or, if you are a minor, you have your parent's permission to use the Shiperd Service, and your parent has read and agrees to these Terms of Use on your behalf. (d) if you are accepting these Terms of Use on behalf of a company or other legal entity, you have the authority to bind that company or legal entity to these Terms of Use. You also certify that you are legally permitted to use and access the Shiperd Service and take full responsibility for the selection and use of and access to the Shiperd Service.

Your account may be deleted or permission to access the Shiperd Service may be terminated without warning, if Shiperd believes or if Shiperd thinks your access to the Shiperd Service may be prohibited by any law.

 

3. Account Registration and Service Usage

Shiperd hereby grants you permission to use the Shiperd Service as set forth in these Terms of Use, provided that you fully comply with the terms and conditions of these Terms of Use and Privacy Policy.

 

In order to access some parts of the Shiperd Service, you must register to create an account ("Account") and become a Member. When registering with Shiperd you agree to: (a) provide true, accurate, current and complete information about yourself (or, if applicable, the Corporate Member you represent) as prompted by the Shiperd Service's registration form (such information being the "Registration Data") and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or we have grounds to suspect that such information is untrue, inaccurate, not current or incomplete, we may suspend or terminate your account and refuse any and all current or future use of the Shiperd Service (or any portion thereof).

 

You may not authorize any third party (other than, if applicable, the employees, consultants or agents of the Corporate Member you represent) to access or use the Shiperd Service on your behalf. You are responsible for maintaining the confidentiality of the user ID and password, and are fully responsible for all activities that occur under your user ID or password. You agree to immediately notify Shiperd of any unauthorized use of your user ID or password or any other breach of security. Although Shiperd cannot and will not be liable for any loss or damage arising from any unauthorized use of your account, you may be liable for the losses of Shiperd or others due to such unauthorized use.

 

By providing us with your email address, you agree to receive all required notices electronically, to that email address. From time to time, Shiperd will use this email address to send you notifications about product updates and improvements, company news and events.

 

4. General Undertakings

You accept sole responsibility for all of your activities using the Shiperd Service. You must only use the Shiperd Service for Your own lawful internal business purposes, in accordance with these Terms of Use and any notice sent by Shiperd or condition posted on the Website. You may use the Shiperd Service and Website on behalf of others or in order to provide services to others but if You do so you must ensure that You are authorized to do so and that all persons for whom or to whom services are provided comply with and accept all terms of this Agreement that apply to You. You will not use the Shiperd Service for any unauthorized or illegal purpose. You will be responsible for ensuring that you do not violate any laws of your jurisdiction, including but not limited to copyright laws.


 

5. Third Party Applications and Your Data

The Shiperd Service may now or in the future contain third party's content and links to third party's websites, services or resources that are not owned or controlled by Shiperd. You acknowledge and agree that Shiperd has no control over and is not responsible or liable for: (i) the availability or accuracy of such websites, services or resources; or (ii) the content, products, privacy policies, practices, or services on or available from such websites, services or resources. Links to such websites, services or resources do not imply any endorsement by Shiperd of such websites, services or resources, or the content, products, practices, privacy policies, or services available from such websites, services or resources. You acknowledge sole responsibility for and assume all risk arising from your use of any such websites, services or resources, or the Content, products, or services on or available from such websites, services or resources. Shiperd will not and cannot censor or edit the content of any third-party website or services. Additionally, your dealings with or participation in activities of any third parties, including payment and delivery of goods, and any other terms are solely between you and such third parties. You agree that Shiperd shall not be responsible for any loss or damage of any sort relating to your dealings with such third parties. By using the Shiperd Service, you expressly relieve Shiperd from any and all liability arising from your use of any third-party websites, services or resources. Accordingly, we encourage you to be aware when you leave the Shiperd Service and to read the terms and conditions and privacy policy of each other websites, services or resources.

 

6. Intellectual Property

Certain Content on the Shiperd Service, is subject to copyright and other intellectual property of Shiperd or other owners of such rights rights, under local and international laws conventions. To the best of its knowledge, Shiperd uses only Content which is allowed and permitted for use by the owner/s of the copyrights and other intellectual property rights therein. Content on the Services  is provided to you AS IS only and it may not be used, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any other purposes whatsoever without the prior written consent of the respective owners (if such consent is required). Shiperd reserves all rights not expressly granted in and to the Shiperd Service and the Content. You agree to not engage in the use, copying, or distribution of any of the Content other than expressly permitted herein.

 

Member of the Shiperd Service shall retain all right, title and interest in and to (a) all graphics, images, files, data and other information transmitted by Member to Shiperd in connection with its use of the Shiperd Service and (b) reports and other materials generated by the Shiperd Service following such transmission (collectively, "Member Data"), provided, however, that Member hereby grants to Shiperd a worldwide, royalty-free, non-exclusive license to use (i) data generated as a result of Member's use of the Shiperd Service solely for purposes of (x) maintaining and improving the Shiperd Service and (y) providing Member with access to special product offers and promotions and (ii) non-identifiable, anonymous, aggregated data regarding Member's use of the Shiperd Service compiled by Shiperd solely for improving our services, marketing purposes or distribution to third party research firms.

 

If you believe that your intellectual property or copyrighted work has been copied in a way that constitutes copyright infringement and is accessible through the Shiperd Service, please notify us at the following email address: support@shiperd.com

 

7.  Additional Prohibited Uses

In addition to all the above prohibitions you agree that you will NOT knowingly use the Shiperd Service, among other things, to:

 

  • Post, upload, publish, submit or transmit any Content that: (i) infringes, misappropriates or violates a third party's patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy; (ii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iii) is fraudulent, false, misleading or deceptive; (iv) is defamatory, obscene, pornographic, vulgar or offensive; (v) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (vi) is violent or threatening or promotes violence or actions that are threatening to any person or entity; or (vii) promotes illegal or harmful activities or substances.

  • Use, display, mirror or frame the Shiperd Service, or any individual element within the Shiperd Service, Shiperd's name, any Shiperd trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, without Shiperd's express written consent;

  • Access, tamper with, or use non-public areas of the Shiperd Service, Shiperd's computer systems, or the technical delivery systems of Shiperd's providers;

  • Attempt to probe, scan, or test the vulnerability of any Shiperd system or network or breach any security or authentication measures;

  • Defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as of privacy and publicity) of any other use of the Shiperd Service or staff member of Shiperd.

  • Avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by Shiperd or any of Shiperd's providers or any other third party (including another user) to protect the Shiperd Service or Site Content;

  • Attempt to access or search the Shiperd Service or Site Content or download Site Content from the Shiperd Service through the use of any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining tools or the like) other than the software and/or search agents provided by Shiperd or other generally available third party web browsers;

  • Send any unsolicited or unauthorized advertising, promotional materials, email, junk mail or junk messages, spam, chain letters or other form of solicitation (including sending invitations to use the Shiperd Service to the mobile numbers of people you do not know);

  • Use or disclose any Shiperd Confidential Information, except as otherwise explicitly set forth herein.

  • Use any meta tags or other hidden text or metadata utilizing a Shiperd trademark, logo URL or product name without Shiperd's express written consent;

  • Use the Shiperd Service or Site Content for any commercial purpose or the benefit of any third party or in any manner not permitted by these Terms of Use;

  • Forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Shiperd Service or Site Content to send altered, deceptive or false source-identifying information;

  • Attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Shiperd Service or Site Content;

  • Interfere with, or attempt to interfere with, the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the Shiperd Service;

  • Collect or store any personally identifiable information from the Shiperd Service from other users of the Shiperd Service without their express written permission;

  • Impersonate or misrepresent your affiliation with any person or entity;

  • Violate any applicable law or regulation; or

  • Encourage or enable any other individual or entity to do any of the foregoing.

 

You agree to indemnify and hold Shiperd harmless from any claims resulting from the use of the Shiperd Service which damages you or any other party. Shiperd reserves the right to investigate You, Your business, and/or your owners, officers, directors, managers, and other principals, your sites, and the materials comprising the sites at any time. These investigations will be conducted solely for Shiperd benefit, and not for your benefit or that of any third party. If the investigation reveals any information, act, or omission, which in Shiperd's sole opinion, constitutes a violation of any local, state, federal, or foreign law or regulation, or these Terms of Use, Shiperd may immediately deny your access to the Shiperd Service . You agree to waive any cause of action or claim you may have against Shiperd for such action.

 

8. Termination and Account Cancellation

If you breach any of these Terms of Use, Shiperd will have the right to suspend, disable or terminate your Account or terminate these Terms of Use, at its sole discretion and without prior notice to you. Shiperd reserves the right to revoke your access to and use of the Shiperd Service at any time, with or without cause. In the event Shiperd terminates these Terms of Use for your breach, you will remain liable for any and all amounts due hereunder. You may cancel your Account at any time by sending an email to support@shiperd.com.

 

9.  Security

You are responsible for maintaining the security of your account and content, and you are fully responsible for all activities that occur under the account and any other actions taken in connection with the Shiperd Service. You agree to immediately notify Shiperd in writing of any unauthorized uses of your account or any other breaches of security. Shiperd cannot and will not be liable for any loss or damage from your failure to comply with this security obligation. You acknowledge and agree that under no circumstances will Shiperd be liable, in any way, for any acts or omissions by any Shiperd Member or other third party, including any damages of any kind incurred as a result of such acts or omissions.

 

10. Warranty Disclaimer & Limitation of Liability

A. YOU AGREE THAT YOUR USE OF THE SERVICES SHALL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, SHIPERD, ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SHIPERD SERVICE AND YOUR USE THEREOF. YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE SHIPERD SERVICE AND WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SHIPERD SERVICE. YOU UNDERSTAND THAT SHIPERD DOES NOT SCREEN OR INQUIRE INTO THE BACKGROUND OF ANY USERS OF THE SHIPERD SERVICE, NOR DOES SHIPERD MAKE ANY ATTEMPT TO VERIFY THE STATEMENTS OF USERS OF THE SHIPERD SERVICE. SHIPERD MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE CONDUCT OF USERS OF THE SHIPERD SERVICE OR THEIR COMPATIBILITY WITH ANY CURRENT OR FUTURE USERS OF THE SHIPERD SERVICE. YOU AGREE TO TAKE REASONABLE PRECAUTIONS IN ALL COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE SHIPERD SERVICE AND WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SHIPERD SERVICE.

SHIPERD MAKES NO WARRANTIES OR REPRESENTATIONS REGARDING THE ACCURACY OR COMPLETENESS OF THE SHIPERD SERVICES, ITS CONTENT OR THE CONTENT OF ANY SITES LINKED TO THE SHIPERD SERVICE. THE SHIPERD SERVICE AND SITE CONTENT ARE PROVIDED "AS IS," WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING, SHIPERD EXPLICITLY DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. SHIPERD MAKES NO WARRANTY THAT THE SHIPERD SERVICE OR SITE CONTENT WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS.SHIPERD MAKES NO WARRANTY REGARDING THE QUALITY OF ANY PRODUCTS, SHIPERD SERVICE OR SITE CONTENT PURCHASED OR OBTAINED THROUGH THE SHIPERD SERVICE OR THE ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY CONTENT OBTAINED THROUGH THE SHIPERD SERVICE.NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM SHIPERD OR THROUGH THE SHIPERD SERVICE, WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.

 

B. IN NO EVENT SHALL SHIPERD, ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS, BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER RESULTING FROM ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT, (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SHIPERD SERVICE , (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR OTHER INFORMATION STORED THEREIN, (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM SHIPERD SERVICES , (IV) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH SHIPERD SERVICE BY ANY THIRD PARTY, AND/OR (V) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SHIPERD SERVICE . THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.

 

C. SHIPERD DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SHIPERD SERVICE OR ANY HYPERLINKED WEBSITE OR FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND SHIPERD WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.

 

D. SHIPERD MAKES NO REPRESENTATIONS THAT THE SERVICES IS APPROPRIATE OR AVAILABLE FOR USE IN ALL LOCATIONS. THOSE WHO ACCESS OR USE THE SERVICES FROM JURISDICTIONS PROHIBITING SUCH USE, DO SO AT THEIR OWN VOLITION AND ARE RESPONSIBLE FOR COMPLIANCE WITH LOCAL LAW.

 

11. Indemnity

You agree to defend, indemnify and hold harmless Shiperd, its officers, directors, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees) arising from: (i) your use of and access to the Shiperd Service ; (ii) your violation of any term of these Terms of Use; (iii) your violation of any third party right, including without limitation any copyright, property, or privacy right; or (iv) any claim that one of your posted content caused damage to a third party. This defense and indemnification obligation will survive these Terms of Use and your use of the Shiperd Service

 

12. Events Beyond Control 

Under no circumstances shall Shiperd be held liable for any delay or failure in the Shiperd Service; and/or any of the Applications and/or information on the Shiperd Service directly or indirectly resulting from, arising out of,  relating to or in connection with events beyond the reasonable control of Shiperd, including, without limitation, Internet failures, equipment failures, electrical power failures, strikes, labor disputes, riots, insurrections, civil disturbances, shortages of labor or materials, fires, floods, storms,  earthquakes, explosions, acts of God, war, terrorism, intergalactic struggles, governmental actions, orders of courts, agencies or tribunals or non-performance of third parties. The provisions of this paragraph are in addition to, and not intended to limit or modify, the limitation of Limitation of Liability section as stipulated above.

 

13. Assignment

These Terms of Use, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Shiperd without restriction or limitations.

 

14. General

You agree that: (i) the Shiperd Service shall be deemed solely in United Kingdom; and (ii) the Shiperd Service shall be deemed passive Services that doesn’t give rise to personal jurisdiction over Shiperd, either specific or general, in jurisdictions other than United Kingdom. These Terms of Use shall be governed by the internal substantive laws of England ans Wales, without respect to its conflict of laws principles. Any claim or dispute between you and Shiperd that arises in whole or in part from the Shiperd Service shall be decided exclusively by a court of competent jurisdiction located in London, United Kingdom. These Terms of Use, together with all other policies and any other legal notices published by Shiperd on the Shiperd Service, shall constitute the entire agreement between you and Shiperd concerning the Shiperd Service. If any provision of these Terms of Use is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms of Use, which shall remain in full force and effect. No waiver of any term of this these Terms of Use shall be deemed a further or continuing waiver of such term or any other term, and Shiperd's failure to assert any right or provision under these Terms of Use shall not constitute a waiver of such right or provision. YOU AND SHIPERD AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE SHIPERD SERVICE OR THE USE THEREOF MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION SHALL BE PERMANENTLY BARRED.

 

15. Entire Agreement

These Terms of Use constitute the entire and exclusive understanding and agreement between Shiperd and you regarding the Shiperd Service and Site Content, and these Terms of Use supersede and replace any and all prior oral or written understandings or agreements between Shiperd and you regarding the Shiperd Service


 

16. Notices

Any notices or other communications permitted or required hereunder, including those regarding modifications to these Terms of Use, will be in writing and given: by Shiperd (i) via email (in each case to the address that you provide) or (ii) by posting to the Site. For notices made by email, the date of receipt will be deemed the date on which such notice is transmitted.

 

17. Contact Shiperd

To get in touch with us - please send us an email to: support@shiperd.com

Terms of Use