SureShip User Agreement
This
Agreement describes the terms and conditions WHICH APPLY To your use
of products AND SERVICES OFFERED BY Clearvista Solutions, LLC
("CVS" or "SURESHIP" HEREAFTER).
USE OF THIS WEBSITE (WWW.SURESHIP.COM) AND/ OR USE OF ANY
COMPUTER SOFTWARE OBTAINED EITHER DIRECTLY OR INDIRECTLY FROM CVS
CONFIRMS YOUR ACCEPTANCE OF THE TERMS AND CONDITIONS BELOW.
We may amend this Agreement at any time by posting the amended terms on our site. The amended terms shall automatically be effective immediately upon posting on our site. This Agreement was last revised on September 15, 2009.
Definitions. "Software" means the computer software programs, websites, and databases made available by CVS, accessed directly or via a third party website or software program. Software may reside on (a) your computers or; (b) CVS servers or; (c) third party computers. "User" and "You" means any person or entity accessing the Software. "Services" shall mean subscriptions, licenses, or business services provided through or facilitated by use of the Software. "Service Provider" shall mean any entity providing Services. "Carrier" means a Service Provider that transports property under a contract for delivery to a "Recipient". "Shipper" shall mean the party that pays for the transportation/ carriage of property by a Carrier to the Recipient. via login and password You have been issued, or a third party software program, or a website. “Independent Provider” shall mean any Shipper, Carrier, Recipient, Service Provider, or User associated with orders placed or billed for Services through this Software or via an Agent's services. "Agent" shall mean any CVS authorized representative or licensee that offers access to the Software.
Eligibility. Services are available only to individuals who can form legally binding contracts under applicable law. You represent and warrant to CVS that You are a duly authorized representative who has the authority to bind yourself or your company to the terms and conditions of this Agreement. Without limiting the foregoing, Use of this Software and Services are not available to minors. If You do not qualify, please do not use our Software. CVS may refuse access to our Software to anyone at any time, at our sole discretion.
Payment. You expressly warrant that You will pay CVS or Agent all fees due for Services and any costs associated with collection of payment for Services. You agree and understand that CVS, Agents, and Service Providers may add, delete or change some or all of the Software, Services, and prices charged at any time without issuing notice. You agree that You are responsible for canceling any Services ordered and that You will confirm cancellation directly with the Service Provider (not CVS or Agent, PayPal, your bank, or your credit card company). You understand and agree that only You can cancel orders placed with Service Providers and that CVS and Agents assume no responsibility or expense on behalf of your action or inaction with respect to the foregoing. CVS and Agent will not refund monies due to failure to cancel Services ordered or if there is a dispute between You and the Service Provider or CVS, or Agent, regardless of cause.
Authorization to Credit and Debit Accounts. You irrevocably and expressly authorize CVS
and Agent to credit any monies to the account You have identified for
payment. You irrevocably and expressly authorize CVS and Agent to
withhold any monies and/or debit any monies from any account that
You have identified for CVS or Agent to collect any charge backs, fees, costs, deductions,
subscriptions, adjustments, late payment penalties, penalties for
bounced checks, penalties for declined credit cards, and any other amounts owed to CVS or Agent. We reserve our right to all actions and remedies in connection with any monies owed to CVS
or Agent. You will indemnify, defend and hold
CVS, it's officers, it's employees, and Agent harmless for any claims, demands or causes of actions that we take toward any identified account pursuant to this Section. Unpaid Fees
and Late Payment. If, for any reason, fees for Services have not been received by CVS
or Agent, You agree to pay such Unpaid Fees immediately. If payment
is not received upon demand, You agree to forfeit any special
pricing that Agent may have arranged for the Services and to
immediately pay the list price plus 10% for Services. You also
agree to pay CVS or Agent all applicable interest, late payment penalties, attorney fees, and other costs of collection incurred with respect to any Unpaid Fees. You also consent and authorize CVS
and Agents to in our sole discretion make appropriate reports to credit reporting agencies, financial institutions, tax agencies and law enforcement authorities, and cooperate with them in any resulting investigation or prosecution.
SureShip is Only a
Venue. This website acts as a venue for Independent Providers,
Agents, and Shippers to
exchange information in order to provide various Services. CVS is a
technology provider and is not involved in the actual transactions
between buyers and sellers nor do we have control over the quality,
safety or legality of items transported, the quality of the Services
provided, or the truth
or accuracy of the information furnished in our Software.
Agents may utilize or provide User access to Software for the
purpose of managing
various logistics services that include but are not limited to
transactions with: freight payment providers, banking institutions,
credit card processors, cargo insurers, transportation carriers, transportation brokers,
transportation resellers, third party logistics firms, freight consultants, and other Service Providers. CVS is neither a transportation broker,
transportation carrier, insurance company, freight forwarder, nor an indirect air carrier subject to the Warsaw Convention. CVS is neither an insurance company, nor an insurance broker, nor a claims adjustment agency.
The cargo insurance company, not CVS, determines all issues of
coverage and claim settlements. CVS may change insurance
coverage limits, or deny support for any carrier service, or deny
support for delivery to any destination at anytime by displaying a
notice of such limits in the Software when applicable. CVS
does not warrant software will prevent a transaction if User fails
to comply with notice(s) and User assumes full responsibility and
liability for failure to comply with warnings and notices displayed
by Software. User understands and agrees that quotes
issued by System are estimates based upon User input and that User
is fully liable for all subsequent charges that an Independent
Provider may assess once shipment has been tendered to
Independent Provider; charges including but not limited to dimensional
rating adjustments, pickup fees, return fees, redelivery charges,
accessorial fees, taxes, or other
surcharges. In the event that You have a dispute with
an Independent Provider
or in connection with your use of the Software, You agree to release CVS (and our officers, directors, agents, subsidiaries, joint ventures, and employees)
and Agent(s) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes. If
You are a California resident, You waive California Civil Code §1542, which says: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor."
Information.
All information acquired by CVS or through the Software
is the exclusive property of CVS and CVS retains all rights to this data in accordance with our
Privacy Policy, US federal, and state laws. Information obtained from Independent Providers (the
"Information") is believed to be reliable. However, CVS does
not guarantee the timeliness, sequence, accuracy, adequacy, or
completeness of such Information. CVS GIVES NO EXPRESS OR IMPLIED
WARRANTIES (INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTIBILITY
OR FITNESS FOR A PARTICULAR USE) WITH RESPECT TO THE INFORMATION.
For
legal reasons, we cannot nor do we try to control the Information
provided by Agents and Independent Providers. By its very nature, Information may be
inaccurate, and in some cases will require Independent Providers to
audit the accuracy of such information and reconcile any differences
with each other. Neither CVS nor any Agent shall be
liable in any way, and You agree to indemnify and hold harmless CVS, Agents, and Independent Providers for (1) any inaccuracy, error, or delay in, or omission of (a) any Information, or (b) the
transmission or delivery of Information; (2) any loss or damage
arising from or occasioned by (a) any such inaccuracy, error, delay,
or omission, (b) non-performance, (c) interruption of Information due
either to any negligent act or omission by CVS, Agents, or Independent Provider or to any "force majeure"
(i.e. flood, extraordinary weather conditions, earthquake, or other
act of God, fire, war, insurrection, riot, labor dispute, accident,
action of government, communications, power failure, or equipment or
software malfunction) or any other cause beyond the reasonable control
of CVS or it's suppliers.
Your Information. You are solely responsible for Information You
provide to CVS ("Your Information"), and CVS acts as a passive conduit for the distribution
and publication of Your Information. However, we may take any action
with respect to Your Information we deem necessary or appropriate at our
sole discretion if we believe it may create liability for CVS. Your Information (a) shall not be fraudulent or
involve the transportation of illegal, counterfeit, or stolen items; (b)
shall not infringe any third party's copyright, patent, trademark, trade
secret or other proprietary rights or rights of publicity or privacy; (c)
shall not violate any law, statute, ordinance or regulation (including
without limitation those governing export control, consumer protection,
unfair competition, national security, anti-discrimination or false advertising); (d) shall
not be defamatory, trade libelous, unlawfully threatening or unlawfully
harassing; (e) shall not be obscene or contain child pornography or, is
otherwise harmful to minors, (f) shall not contain any viruses or other
computer programming routines that are intended to damage, detrimentally
interfere with, surreptitiously intercept or expropriate any system, data
or personal information; and (g) shall not link directly or indirectly to
or include descriptions of goods or services that are prohibited under
this Agreement, (h)shall not be used in an attempt to acquire
information from CVS with the intention of using such information either
directly or indirectly in a manner that does not inure to the benefit of
CVS.
Shipper Warranties.
Shipper (You) expressly warrants the following: License.
You agree to grant CVS a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sublicensable (through multiple tiers) right to exercise the copyright, publicity, and database rights (but no other rights)
You have in Your Information, in any media now known or not currently known, with respect to Your Information. CVS will only use Your Information in accordance with our Privacy Policy. System
Integrity. You may not use any device, software or routine to
interfere or attempt to interfere with the proper working of this
website or the Software. You may not take any action which
imposes an unreasonable or disproportionately large load on our
infrastructure. You may not disclose or share your password to any
third party or use your password for any unauthorized purpose. Breach.
We may immediately suspend or terminate your
access to this site without warning if You breach this Agreement or if we are unable
to verify or authenticate any information You provide to us. Privacy.
Our privacy policy is available at
http://www.sureship.com/content/Privacy.htm and is incorporated herein by reference. Confidentiality.
Your password and login, information about the Software, the terms
of your use of the Software, pricing and business arrangements
in connection with the use of the Software are considered "Confidential
Information" by CVS and its Agents. You understand and agree to not disclose
Confidential Information to any third party. You acknowledge that Software, pricing programs,
and pricing proposals presented to You by CVS or it's Agent(s) have been developed
with a significant competitive advantage and agree that, because of
the proprietary nature of such information, CVS and its Agent will suffer immediate
irreparable harm in the event You disclose Confidential
Information to any third party; that Monetary damages will be
inadequate to compensate CVS for such breach; and that the CVS or
Agent shall
have right to enforce this Agreement by Injunctive or other
equitable remedies in addition to all legal remedies.
No Warranty.
CVS, OUR SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, OUR AGENTS, AND OUR SUPPLIERS PROVIDE OUR SOFTWARE AND SERVICES "AS IS" AND WITHOUT ANY WARRANTY OR CONDITION, EXPRESS, IMPLIED OR STATUTORY. WE, OUR SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, OUR AGENTS, AND OUR SUPPLIERS SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. Some states do not allow the disclaimer of implied warranties, so the foregoing disclaimer may not apply to
You. This warranty gives You specific legal rights and You may also have other legal rights that vary from state to state.
Limit of
Liability. IN NO EVENT SHALL CVS, OUR SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, OUR AGENTS, OR OUR SUPPLIERS BE LIABLE FOR PROPERTY OR CARGO LOSS, DAMAGE OR THEFT, CLAIMS AGAINST AND DISPUTES WITH SERVICE PROVIDERS, LOST PROFITS OR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH OUR SOFTWARE, THE SERVICES OR THIS AGREEMENT (HOWEVER
ARISING, INCLUDING NEGLIGENCE). CVS'
LIABILITY, AND THE LIABILITY OF OUR AGENTS TO YOU OR ANY THIRD PARTY
IN ANY CIRCUMSTANCE IS LIMITED TO $100.
General
Compliance with Laws. You shall comply with
all applicable laws, statutes, ordinances and regulations regarding
your use the Software and Services.
No Agency.
You, CVS, Agents, and Service Providers are independent contractors, and no agency, partnership,
joint venture, employee-employer or franchisor-franchisee relationship
is intended or created by this Agreement or use of the Software or Services.
Notices.
Except as explicitly stated otherwise, notices to CVS shall be given by email
and sent to support@sureship.com.
Notices shall be deemed given 24 hours after email is received
by CVS, unless the sending party is notified that the email address
is invalid. CVS may give You notice by email or
postage prepaid to the address You have provided to in the Software.
In such case, notice shall be deemed given 24 hours from the date of
email or mailing.
Arbitration.
Any controversy or claim initiated by User arising out of or relating
to this Agreement shall be settled by binding arbitration in
accordance with the commercial arbitration rules of the American
Arbitration Association. Any such controversy or claim shall be
arbitrated on an individual basis, and shall not be consolidated in
any arbitration with any claim or controversy of any other party.
User agrees that the arbitration shall be conducted in the jurisdiction chosen
exclusively by CVS and that any judgment on the arbitration award may be
entered into any court having jurisdiction thereof. CVS
may seek any interim or preliminary relief from a court of competent
jurisdiction (as defined by CVS) as necessary to protect the rights or
property of CVS pending the completion of arbitration.
General. This
Agreement shall be governed in all respects by the laws of the State
of Nevada as such laws are applied to agreements entered into and to
be performed entirely within Nevada.
We do not guarantee continuous, uninterrupted or secure access
to our Software, and operation of our site may be interfered with by
numerous factors outside of our control. If any provision of this
Agreement is held to be invalid or unenforceable, such provision shall
be struck and the remaining provisions shall be enforced. Headings are
for reference purposes only and in no way define, limit, construe or
describe the scope or extent of such section. Our failure to act with
respect to a breach by You or others does not waive our right to act
with respect to subsequent or similar breaches. This Agreement sets
forth the entire understanding and agreement between us with respect
to the subject matter hereof.
Assent.
Your use of the Software signifies your assent to this User
Agreement. We reserve the right, at our discretion, to, modify, add,
or remove portions of this statement at any time. Please check this
page periodically for changes.
(1) Shipper is either the owner or the authorized agent of the owner of the
property to which a shipment relates.
(2) Shipper is authorized to accept the terms and conditions of this Agreement not only for itself, but also as agent for or on behalf of all other persons whomsoever may be interested in the property shipped.
(3) Shipper agrees that insurance coverage facilitated through the Software is subject to the Shipping Insurance Terms & Conditions
and that: (a) Insured shipments will be adequately prepared, packed,
sealed and labeled and that shipments are warranted free of coverage
(no insurance coverage) for loss or damage resulting from improper
preparation, packing, sealing or labeling of the subject shipment.
(b) Any insurance coverage arranged through the Software shall not
commence until the Carrier issues valid written or electronic
evidence of shipment acceptance. Any confirmation number issued by the
Software shall not constitute such evidence of shipment acceptance
by the Carrier. (c) Shipper will declare an accurate fair market
value for any shipment that will be insured and if at the sole
discretion of the claims investigator, it is determined that the
insured value has been intentionally overstated, insurance
underwriter may immediately cancel all insurance coverage on the
claim filed and on any other insured shipments by Shipper. Under no circumstances
will arranged insurance be responsible for payment of a claim
exceeding the declared value. In the event the actual shipment value
is understated, the maximum amount paid for a claim shall be for
loss up to, but not exceeding, the declared value. Under no
circumstances shall the arranged insurance be responsible for values
exceeding maximum coverage limits under the insurance policy. (d)
Shipper expressly warrants that no claim for loss or damage shall be
valid unless the required physical evidence of tampering, damage,
invasion or penetration of the shipping container has been noted in
writing on the receiving documents by both the Recipient and the
delivery Carrier. This warranty does not apply to loss of shipments
in transit. (e) Any shipment with a declared value over $ 100 shall not display the product or commodity description nor declaration of value on any external shipping documents, including but not limited to labels, waybills, box markings, etc., except as required where regulatory procedures require such information. (f) Any value declared to a Carrier shall be deducted from the limit of insurance arranged by the Software. (g) All lawsuits involving issues relating to the payment of claims for loss or damage to Shipper property, or with respect to insurance coverage, shall be directed to the cargo insurance company and Carrier only, not CVS or Agent.
(4) Shipper will assume full liability for all Services ordered from
Service Providers and will issue payment in accordance with the
billing terms established. Shipper and Recipient shall be liable,
jointly and severally, for any unpaid shipping charges, costs, fines
or penalties incurred by Agent in association with providing any
Services.
(5) Neither CVS nor Agent assumes any responsibility whatsoever for collection and return of the payment instrument for C.O.D. shipments. Any and all issues relative to the performance of C.O.D. instructions shall be directed solely to the Carrier.
(6) CVS and Agent are granted a general lien on settled cargo claims for application to shipper’s unpaid service account. Unless within thirty days of receiving written notice of lien, shipper posts cash or letters of credit at site, guaranteeing payment of monies owed, plus all storage charges accrued or to be accrued, CVS
and Agent shall have the right to sell such shipment at public or private sale or auction and any net proceeds remaining thereafter shall be refunded to the shipper.
(7) Shipper agrees to all terms, conditions, and limitations in accordance with each Carrier's waybill, bill of lading, or label (collectively "Shipping Documentation") and any applicable tariff, Service Guide or Standard Conditions of Carriage published by Carrier. If there is a conflict between the Shipping Documentation and any transportation agreement, Carrier tariff, Service Guide, Standard Conditions of Carriage, or this Agreement, (collectively "Carrier Agreements"), then the terms and conditions specified in the Carrier Agreements will govern the shipment in order of priority listed. In all cases, the terms and conditions governing a shipment shall be with the Carrier providing the Service. Shipper may request a copy of Carrier Agreements by contacting Carrier directly or going to carrier website.
(8) Shipper will, at Shipper's sole expense, fully comply with all terms and conditions and any instructions or requests issued by Carrier and Customs agencies for international carriage (which may be amended or modified from time to time at Carrier's sole discretion).
Shipper agrees that CVS has no knowledge of shipping contents and
that Shipper is fully responsible for compliance with all security
regulations and export reporting requirements.
(9) Shipper agrees that the name of the person entered into the Software for a shipment and printed on the shipment's Shipping Documentation shall be sufficient to constitute the Shipper's legal signature and acceptance of associated Carrier Agreements.
(10) Shipment transaction data may be deleted after a period of 90 days at
the sole discretion of CVS. Unless otherwise agreed,
CVS may delete carrier accounts, personal configurations, or
personal address books if Shipper has not used Software for 3 months.
(11) Shipper understands and agrees that shipping quotes and service
estimates provided by Software are only estimates and that actual shipping charges may be different due to factors such as Carrier adjustments to actual weight, dimensions, or shipping information.