Terms of Service

2.1 Terms. ShipBlue provides Services to you through our Site and the ShipBlue Platform. In addition to these Terms of Service, the provision of Services is subject to the Policies and the Pricing and Billing Policies (collectively, the “Policies”), all of which are incorporated herein by reference (collectively, the “Agreement”). If there is any conflict between the Terms of Service and the Policies, the Terms of Service shall take precedence. In this Agreement, the terms “including” and “include”, or any similar expression, shall not limit the meaning of what follows.

2.2 ACCEPTANCE. BY REGISTERING FOR AN ACCOUNT OR BY USING THE SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, ACCEPTED AND AGREED TO, AND HAVE THE LEGAL CAPACITY AND AUTHORITY TO AGREE TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE TO THIS AGREEMENT, YOU ARE NOT PERMITTED TO USE THE SERVICES OR THE SHIPBOB PLATFORM. THE TERMS OF YOUR ORDER SHALL NOT MODIFY THIS AGREEMENT.

2.3 Changes to the Terms of Service and/or the Policies. ShipBlue may modify this Agreement. ShipBlue may give notice to you of any modifications, however, it is your responsibility to regularly review this Agreement. Any Order that you submit after the effective date of the modifications will be subject to the modified Agreement. If any change to the Terms of Service or Policies is unacceptable to you, you have a right to terminate the Agreement in accordance with Clause 14 of these Terms of Service.

2.4 Registration. You must register for an Account in order for ShipBlue to provide the Services. As part of the registration process, you will create an administrative username and password for your Account on the ShipBlue Platform, and you may create additional standard users (each with a user password). By registering for an Account, you confirm that you are the minimum age legally required to register for accounts of the nature of an Account and use our Services in your jurisdiction of residence and each jurisdiction in which you use our Services. To complete the registration for your Account, you must provide us with:

Your full legal name;
The company’s legal name;
The company’s trade or fictitious name (doing business as), if any;
The company’s tax number or identifier (if applicable);
Business address of the company’s headquarters, head office or principal place of business;
A valid phone number;
A valid business email address;
Countries where the business is incorporated or registered to do business;
Identifying information for any parent company or ultimate beneficial owner of >10% of the company; and,
Any other information indicated as required by ShipBlue.

ShipBlue reserves the right to periodically require further information from you, and to require you to verify or update your information. If you fail to provide such further information in a timely manner or do not comply with the other requirements set out in this Clause 2 within fifteen (15) days, ShipBlue may reject your application for an Account or suspend or terminate the Services and this Agreement until ShipBlue has received and verified the requested information.

2.5 Description of Services. ShipBlue’s services (the “Services”) include: (a) providing technology solutions to support the receipt, counting, storage, picking and packing (“fulfillment”) of Goods pursuant to your Orders by ShipBlue or third party fulfillment or warehouse providers (“SFN Providers”) using ShipBlue’s WMS at ShipBlue and SFN Provider facilities (collectively, “ShipBlue Facilities”); (b) providing technology solutions to support the shipment of the Goods by Carriers; (c) providing access to the ShipBlue Platform; and (d) providing all data, reports, text, images, sounds, video, and content (including any offline reports, pricing matrices, or other content made available to you through any of the foregoing), including, in each case, all modifications of or updates to such material.

3. Access to the Services; Your Content; Account Security.

3.1 Access to the Services and Software License. Any Software made available to you by ShipBlue in connection with the Services, including the ShipBlue Platform, contains ShipBlue’s Intellectual Property and confidential information that is protected by applicable intellectual property laws and this Agreement. ShipBlue grants you a non-transferable, non-sublicensable and non-exclusive right and license (“License”) to use the Software solely in connection with the Services during the term of this Agreement, provided that you shall not (and shall not allow any third party to) copy, modify, publish, distribute, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code or sell, assign, license, sublicense, or otherwise attempt to transfer any right in any Software. You agree not to access the Services by any means other than through the interface that is provided by ShipBlue. Any rights not expressly granted herein are reserved. ShipBlue does not license or grant the right to use any trademark of ShipBlue or any third party. The License may be terminated immediately if you fail to comply with this Clause 3.1 or any other term of this Agreement, or if ShipBlue, acting reasonably, forms the view that there is a risk that you have not complied with this Clause 3.1, or any other provision of this Agreement, and shall, in any event, terminate upon the termination or expiration of this Agreement.

3.2 Your Content. You are solely responsible for all data, information, feedback, suggestions, text, content, and other materials, including Personally Identifiable Information, that you upload, post, deliver, provide, transmit, or otherwise make available to ShipBlue in connection with your use of the Services (including material you upload to the ShipBlue Platform) (“Your Content”). You agree that ShipBlue shall not be liable for any delay, loss, damage or costs as a result of any inaccuracy in Your Content, including Personal Information. You retain all rights, title and interest in and to Your Content, other than the limited rights expressly granted to ShipBlue in this Agreement and/or as reasonably needed to carry out the Services. ShipBlue has the right, but not the obligation, to monitor Your Content. You further agree that, if the Content is not compliant with this Agreement (including any Policies), ShipBlue may remove or disable Your Content at any time. You confirm, warrant and represent that you own all of Your Content and/or have obtained all such permissions, releases, rights, or licenses as are required to enable you to engage in your posting and all other activities associated with the Services, for ShipBlue to Process Your Content and for ShipBlue to perform its obligations and exercise its rights under this Agreement. You further confirm, warrant and represent that Your Content does not, and will not, violate, infringe or misappropriate any third party’s Intellectual Property or privacy rights, and that Your Content does not contain any material that is defamatory, obscene, violent, threatening, abusive, tortious, offensive, harassing or otherwise unlawful.

3.3 Use and Modification of Your Content. You grant ShipBlue a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, fully paid, sublicensable, and transferable right and license to access, collect, copy, use, store, host, transmit, modify, distribute, display, disclose, and otherwise process (“Process”) Your Content: (a) to the extent necessary to provide the Services pursuant to the Agreement; (b) in connection with internal operations and functions, including operational analytics and reporting, financial reporting and analysis, product or Service improvement or development, audit functions, and archival purposes; (c) to communicate with you about the Services or ShipBlue’s other products and services; and (d) on an aggregate and anonymous basis for marketing and other lawful purposes.

3.4 Personal Information. To the extent ShipBlue Processes Your Content that constitutes Personal Information in the provision of the Services to you, ShipBlue and you will comply with the obligations set forth in ShipBlue’s Data Processing Agreement (“DPA”). ShipBlue will process such Personal Information in accordance with the DPA.

3.5 Account Confidentiality. You are solely responsible for maintaining the confidentiality of your login, password, Your Content and Account, and for all activities that occur under your login or Account, except to the extent a failure to maintain confidentiality or any activity conducted under your login or Account is caused by ShipBlue or its employees. For support purposes, designated ShipBlue employees have the ability to access your Account. This access includes but is not limited to production data, including Personal Information,within the dashboard and data storage locations. This access is audited on a regular basis as a part of ShipBlue’s internal audit processes.

3.6 Security Acknowledgement. You understand that the operation of the Services, including Your Content, may be unencrypted and transmitted over various networks, changed to conform and adapt to technical requirements of connecting networks or devices, and transmitted to ShipBlue’s third-party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to operate and maintain the Services. Accordingly, you acknowledge that you bear sole responsibility for adequate security, protection, and backup of Your Content. Unless and to the extent that it was directly caused by ShipBlue’s negligence, ShipBlue shall not be liable for unauthorized access to or use of Your Content, or any corruption, deletion, destruction, or loss of any of Your Content.

3.7 Maintenance and Security of Equipment. You shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including hardware, software, network and telephone services. You shall also be responsible for maintaining the security of your equipment and ancillary services, your Account, passwords (including administrative and user passwords), files and for all uses of your Account or your equipment and ancillary services.

4. Merchant Obligations and Warranties.

4.1 Use of Services. Subject to the terms and conditions of this Agreement, you may access and use the Services only for lawful purposes. All rights, title, and interest in and to the Services (including all Intellectual Property relating to the Services and in the ShipBlue Platform) will remain with and belong exclusively to ShipBlue. You shall not: (a) sublicense, resell, rent, lease, transfer, assign, timeshare, or otherwise commercially exploit or make the Services available to any third party; (b) use the Services in any unlawful manner (including without limitation in violation of any data, privacy, or export control laws) or in any manner that interferes with or disrupts the integrity, security or performance of the Services; (c) allow any unauthorized person to access your ShipBlue Account; or (d) modify, adapt, or hack the ShipBlue Platform, or otherwise attempt to gain unauthorized access to the ShipBlue Platform, or related systems and networks. You shall comply with any codes of conduct, policies, or other reasonable notices ShipBlue provides to you or publishes in connection with the Services, and you shall promptly notify ShipBlue if you learn of a potential security or privacy breach related to the Services. To the extent applicable to the Services, as defined in FAR section 2.101, the software and documentation installed by ShipBlue on your equipment (if applicable) are “commercial items” and according to DFAR section 252.227 7014(a)(1) and (5) are deemed to be “commercial computer software” and “commercial computer software documentation.” Consistent with DFAR section 227.7202 and FAR section 12.212, any use, modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of this Agreement and will be prohibited except to the extent expressly permitted by the terms of this Agreement.

4.2 International Trade Compliance Representations. You represent and warrant that neither you nor any of your agents or customers are (a) located, organized, or resident in any country or territory that is subject to comprehensive U.S. trade sanctions (including as of the date of updating these Terms of Service, Belarus, Cuba, Iran, North Korea, Russia, Syria, and the Crimea, Donetsk, and Luhansk regions of Ukraine); (b) a person or entity named on the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”) List of Specially Designated Nationals and Blocked Persons (the “SDN List”) or any comparable list of sanctioned parties issued by the United States, United Kingdom, or European Union; (c) acting on behalf of any sanctioned person or entity; or (d) owned or controlled by any sanctioned person or entity. You further represent that you do not have any business or financial dealings (directly or indirectly) in any sanctioned country or territory or with any sanctioned person or entity. You agree to comply with all applicable international trade laws and regulations, including without limitation the U.S. Export Administration Regulations, UK Export Control Order (2008), the EU Dual Use Regulation (EC Regulation No. 428/2009), and trade and economic sanctions administered by the United Kingdom, the European Union, and the United States (collectively, “Trade Laws”). You understand and acknowledge that you are responsible for your own compliance with all applicable Trade Laws. You agree that you will not use the Services to export, directly or indirectly, any items to any destination, entity, or person unless authorized under applicable Trade Laws, and you will not cause ShipBlue to directly or indirectly violate any Trade Laws. You will promptly notify ShipBlue if you become aware that you are in breach of the representations in this provision. In the event of actual or suspected noncompliance with such regulations you further agree that ShipBlue may immediately suspend any and all Services to you, and that ShipBlue shall have no liability for shipments which are canceled or otherwise suspended due to actual or suspected noncompliance with these regulations.

4.3 Shipping and Legal Requirements. It is your expressly assumed obligation to ensure that your documentation and the instructions you provide (or are required to provide under this Agreement or pursuant to applicable law) specifically, separately, and correctly addresses any Legal Requirements (as defined below in this Clause 4.3) related to your Goods and the shipping requirements applicable to such Goods. The term “Legal Requirements” shall mean all present and future laws, statutes, ordinances, requirements, orders, directions, rules, and regulations of any kind or nature, whether statutory or common law, including all environmental and safety laws, customs, GST and VAT laws and regulations issued or enforced by any federal, state, provincial, or local authority or agency, which govern or apply in any way to your Goods or Goods provided by you or the shipping requirements applicable to such Goods that arise under this Agreement. To the extent there are Legal Requirements or requirements for storage or handling related to any Goods that are the subject of an Order and about which ShipBlue must know and with which it must comply in order to properly perform the Services or otherwise meet its obligations under and pursuant to this Agreement, you shall make ShipBlue aware of any and all such Legal Requirements in writing prior to you requiring Services to which such Legal Requirements apply; and in respect of new Legal Requirements introduced after you register for an Account, no less than sixty (60) days prior to the enactment of such Legal Requirements, particularly to the extent such Legal Requirements relate specifically to the safeguarding, receiving, storing, and handling of the Goods. If compliance with any Legal Requirement(s) prevents ShipBlue from performing the Services, or materially increases ShipBlue’s costs in performing such Services, ShipBlue may choose to suspend performance of the Services without liability to you, or be reimbursed for any additional costs associated with compliance or resulting from non-compliance. Additionally, if at any time while performing Services for you, ShipBlue becomes aware of your failure to comply with any Legal Requirements, ShipBlue may either immediately suspend Services until such non-compliance is rectified or terminate this Agreement by notice with immediate effect.

4.4 Your Goods. You represent, warrant, and covenant that: (a) you have the legal power to enter into and perform your obligations under this Agreement and the person binding you to this Agreement on your behalf has been duly authorized to do so; (b) you are the legal owner of the Goods, including any underlying Intellectual Property rights, and/or have lawful possession of the Goods and have the sole legal right to store and thereafter direct the release and/or delivery of the Goods; (c) there are no potential health, safety, or environmental hazards associated with the Goods or with performance of the Services in relation to the Goods; (d) the Goods are not mislabeled, misbranded, adulterated (including adulteration by any insect or other hazardous infestation); (e) the information set forth on any shipment or delivery document, including information as to count, weight, description, and condition of the Goods, is accurate and complete and may be relied upon by ShipBlue; (f) the Goods do not comprise any items which are prohibited by the applicable Prohibited and Restricted Items Policy for the region in which the Goods will be received, stored or shipped; (g) the Goods are in compliance with ShipBlue’s Dangerous Goods / HAZMAT Policy; (h) your activities related to the promotion, sale, and distribution of the Goods comply with all applicable laws; and (i) your Goods do not violate the Policies or any applicable laws (including but not limited to the 1938 Food, Drug and Cosmetic Act (as amended) enforced by the U.S. Food and Drug Administration, the Therapeutic Goods Act (1989) (Cth) and Regulations and the Therapeutic Goods Administration, the Food Standards Australia New Zealand Act (1991) (Cth), Food Standards Australia New Zealand (FSANZ), laws enforced by the European Medicines Agency or the European Food Safety Authority, or laws enforced in the UK relating to the relevant Goods concerned, if applicable), nor do they contain or comprise of any of the following: (i) products that exploit or abuse children, including images or depictions of child abuse or sexual abuse, or that present children in a sexual manner; (ii) products that promote hate, violence, or discrimination against people based on race, ethnicity, color, national origin, religion, age, gender, sexual orientation, disability, medical condition, or veteran status; (iii) products that contravene, or that facilitate, or promote activities that contravene, the laws or regulations of the jurisdictions in which you operate or do business or to which your product is to be shipped or stored, including the jurisdictions in which our warehouses are holding any of your products in inventory; (iv) products that infringe or may infringe on the patent, copyright, trademark, or other Intellectual Property rights or privacy rights of others; (v) products which contain or which are intended to transmit viruses or other malware or which are designed or intended to illegally or in an unauthorized manner gain entry to, harm, or disrupt the data or operation of our or a third party’s computing devices, networks, systems, infrastructure, or the like; (vi) products that contain personally identifiable information or confidential information, such as, but not limited to, credit card numbers, confidential national ID numbers, account passwords, medical records, employment records or the like, unless you comply with the DPA and have prior written consent from the person to whom the information belongs or who is otherwise authorized to provide such consent; (vii) products that promote self-harm; or (viii) products that imply or promote support or funding of, or membership in, a terrorist organization.

4.5 Rejected Goods. If you do not strictly meet the compliance obligations of Clause 4.4, ShipBlue may, at its sole discretion, either reject your Goods, immediately suspend Services for such Goods, quarantine your Goods, or immediately terminate this Agreement by notice to you. Any Goods rejected, quarantined, or for which Services have been suspended shall be “Rejected Goods”. You may be required to reimburse ShipBlue for the labor costs incurred to process, remove or package your Rejected Goods. Additionally, in the event the Rejected Goods cause damage to ShipBlue Facilities, other ShipBlue merchant’s Goods or any other third party’s property, you will be liable for the direct and indirect costs and expenses incurred by ShipBlue and/or any third party as a result. This may include the costs incurred for storage and transportation of the Rejected Goods, storage and transportation of other affected Goods and/or third party property, return or destruction of the Rejected Goods, delay or non-shipment of any affected Goods, replacement of any affected Goods or third party property, pest control, hazard remediation and/or cleaning of ShipBlue Facilities, legal costs in the event of an investigation into or court proceedings arising from the damage caused by the Rejected Goods, and any other reasonably incurred expenses caused by your failure to meet any of the above compliance obligations. IF YOU DO NOT REMOVE THE REJECTED GOODS WITHIN THIRTY (30) DAYS OF RECEIVING A REQUIRED REMOVAL NOTICE, SHIPBOB MAY DISPOSE OF THE INVENTORY LISTED IN THE REQUIRED REMOVAL NOTICE AND MAY CHARGE YOU A REASONABLE DISPOSAL FEE. YOU SHALL NOT BE ENTITLED TO ANY DAMAGES OR REIMBURSEMENT FOR THE VALUE OF GOODS DISPOSED OF BY SHIPBOB IF YOU DO NOT PROMPTLY REMOVE THE GOODS UPON SHIPBOB’S WRITTEN REQUEST IN ACCORDANCE WITH THIS CLAUSE.

4.6 Import Compliance. You shall comply with all applicable laws and regulations relating to, and bear all costs and responsibilities associated with, importing your Goods into another country or territory, including all customs, duty VAT/GST laws and regulations relating to the import of the Goods as well as determining proper tariff classification and country of origin of Goods and whether Goods qualify for administrative exemptions such as those provided under 19 USC 1321. You shall deliver the Goods Delivered Duty Paid (DDP) to ShipBlue Facilities, with all duties and taxes paid, released for free circulation and free of any encumbrances. Youshall not identify ShipBlue as the consignee, importer of record, or the merchant of record. Beneficial title and interest to all Goods shall always remain with you, even when the Goods are stored at a ShipBlue Facility. You are solely responsible for ensuring that: (a) the transport and delivery of your Goods by ShipBlue or a Carrier pursuant to any Order does not contravene any applicable import or export control laws or sanctions; (b) all import and export licenses necessary for the import and export of your Goods pursuant to any Order are in place; (c) all customs duties necessary for the import and export of your Goods pursuant to any Order are paid prior to any deadlines; and (d) ShipBlue is provided in good time with any documentation necessary or desirable to evidence compliance with import, export and customs requirements and to enable the efficient delivery of the Services by ShipBlue. Notwithstanding anything else in this Agreement, ShipBlue shall be under no obligation to transport or deliver your Goods if it reasonably believes or suspects such actions would be in contravention of any applicable import or export laws or sanctions.

4.7 Fraudulent Orders. It is your sole responsibility to protect yourself from fraud and to pay all Fees related to fraudulent Orders, regardless of whether the Goods are delivered.

5. Fees and Payment.

5.1 Fees. Unless otherwise specified in your pricing dashboard, you shall pay the Fees set out in the Pricing and Billing Policies.

5.2 Changes to Fees. You acknowledge and agree that due to the nature of the Services, the Fees may be subject to change. ShipBlue may pass through to you any GRI or other Carrier surcharges charged by Carriers in relation to fuel, dangerous goods, Peak Season, and other carrier surcharges, and ShipBlue agrees to use commercially reasonable efforts to provide fifteen (15) days prior written notice of any such increases. Notwithstanding the foregoing, in the event any of our Carriers are impacted by a Force Majeure Event, if Carriersimpose surcharges, ShipBlue will pass through such surcharges and provide the same notice, if any, that ShipBlue receives. ShipBlue may, in its discretion, change other Fees upon thirty (30) days’ prior written notice to you. Any Fee changes will only apply to Orders completed after the effective date of such change. Your continued use of the Services following the effective date of any Fee increase will mean you accept and agree to pay the increased Fees. If any change to the Fees is unacceptable to you, you have the right to terminate the Agreement in accordance with Clause 14 of these Terms of Service.

5.3 Pricing Quotations. Pricing quotations accepted through the ShipBlue Platform are estimates based on the best information available to ShipBlue at the time. All monetary amounts stated in this Agreement and the Site will be in US dollars, unless otherwise specified. The Fees you will be required to pay will depend on a number of factors including the quantity and nature of the Goods for fulfillment, delivery locations and Carrier Charges. ShipBlue does not accept liability for any Carrier shipping rate discrepancies due to inaccurate or incomplete information provided by you, including incorrect dimensions or weight.

5.4 Reimbursement of Taxes, Chargebacks, and Related Fees. You acknowledge that you are responsible for, and agree to reimburse ShipBlue for, all sales taxes, transportation taxes, reversals, chargebacks, claims, fees, fines, penalties and other liabilities which may be incurred by ShipBlue and its subcontractors (including Carriers), as applicable in connection with the Services. The aforementioned charges shall be posted to your Account within fifteen (15) days of ShipBlue’s knowledge of such charges. Carrier and retail chargebacks may be subject to additional administrative fees as specified in the Policies.

5.5 Exclusive of International CDT and Transaction Taxes. Customs, duties and taxes (“CDT”) on any international shipment charged by a Carrier, customs officials, or other governmental agencies are your sole responsibility and will be charged back to you regardless of whether they were or were not in the initial estimate, or whether the Order was or was not delivered. You acknowledge and agree that all Fees, charges, and any other amounts charged by ShipBlue to you are exclusive of all applicable value added, sales/use or inventory, CDT, and service taxes such as Goods and Services Tax (as that term is defined in the A New Tax System (Goods and Services Act) 1999 (Cth))(“Transaction Taxes”) which may be levied in connection with the Services. You are liable for all Transaction Taxes regardless of the jurisdiction in which they arise. If ShipBlue, in its sole discretion, pays any Transaction Taxes to a government authority on your behalf as a result of your failure to do so or your failure to properly submit compliance documentation (including improperly naming ShipBlue as the consignee, importer of record or merchant of record), you will promptly reimburse ShipBlue for all such amounts paid.

5.6 Payment Options. ShipBlue offers you convenient payment online using the following methods: bank transfer & ACH (free), credit card (subject to additional service fees) or wire transfer (subject to standard bank fees). Payment processing is provided by Stripe. By agreeing to this Agreement or continuing to utilize our Services, you agree (a) to be bound by the Stripe Connected Account Agreement, as modified by Stripe from time to time and (b) to authorize ShipBlue to share business and transaction information (including customer data) with Stripe for the purpose of facilitating and processing payments.

5.7 Payment Collection. Unless otherwise specified by ShipBlue, Stripe will collect payment from you on a daily, weekly, or monthly basis depending on the frequency determined during your Account set-up. ShipBlue disclaims all liability for any fees charged to you by your bank related to Stripe’s collection or disbursement of such payment. If you dispute any charges, you must provide notice to ShipBlue within thirty (30) days after the invoice date.

5.8 Abandoned Account and Liquidation. Failure to promptly pay Fees is a material breach of this Agreement. ShipBlue will notify you via the ShipBlue Platform and your registered email address that your Fees are overdue. If your Fees (or any other amounts owed to ShipBlue or Carriers) remain unpaid for more than thirty (30) days after notification they are overdue, ShipBlue reserves the right, at our sole discretion, to terminate this Agreement or suspend our performance of Services. If the Service Fees remain unpaid for more than sixty (60) days after being notified by ShipBlue, then ShipBlue will automatically reclassify your Account as an “Abandoned Account.” TO THE FULLEST EXTENT PERMITTED BY LAW, UPON AN ACCOUNT BECOMING AN ABANDONED ACCOUNT, ALL RIGHTS TO OWNERSHIP OF THE ACCOUNT BALANCE AND YOUR GOODS WILL, SUBJECT TO SHIPBOB PROVIDING ANY NOTICES REQUIRED BY LAW, IMMEDIATELY BE FORFEITED BY YOU TO SHIPBOB. SUBJECT TO SHIPBOB COMPLYING WITH THE REQUIREMENTS OF ANY APPLICABLE LAW, GOODS WILL BECOME IMMEDIATELY AND IRREVOCABLY UNAVAILABLE TO YOU, AND LIQUIDATION PROCEEDINGS WILL BEGIN. Subject to ShipBlue complying with its obligations under applicable statutes: (a) you agree that ShipBluewill be free and clear of any liability to you for such Goods; (b) you assume any liability for the Goods in the event of such liquidation; and (c) you remain liable for any Fees above and beyond the amount recoverable from the proceeds of liquidation of the Goods.

6. Fulfillment Services.

6.1 Inbound Shipment Instructions. Prior to any inbound shipment of Goods arriving at a ShipBlue Facility, you must follow ShipBlue’s Warehouse Receiving Order (“WRO”) instructions to provide ShipBlue with digital bills of lading through the ShipBlue Platform and schedule an appointment for inbound freight shipments (non-parcel) prior to their arrival at a ShipBlue Facility. All inbound shipments shall be properly labeled and clearly identify the units and quantities of carton, case, or master case. Any inbound inventory received that does not follow the WRO instructions as determined by ShipBlue will be classified as an Unidentified Receiving Order (“URO”) falling subject to the URO Policy (which includes delays and additional Fees set out in that policy).

6.2 Verification and Inspection. Per ShipBlue’s Operations and Errors Policy, ShipBlue may, at its sole discretion, verify the quantity of the Goods and inspect for any damage. You acknowledge and agree that ShipBlue has no obligation to verify the quantity, content, condition, or quality of the Goods delivered for storage and/or delivery. ShipBlue may reject storing and/or delivering any Goods that ShipBlue deems, in its reasonable opinion, to be violative of ShipBlue Policies, to be improperly labeled or packaged (and so a URO), that appear to contain any hazardous or illegal material, or that appear to be adulterated (including adulteration by any insect or other hazardous infestation).

6.3 Outstanding and Pending Orders. If there are any outstanding or pending Orders that need to be fulfilled as a matter of priority (“Priority Order”), you shall notify ShipBlue of the Priority Order(s) and the requested timeline for the processing of such Orders. ShipBlue will use its reasonable efforts to fulfill your request. ShipBlue cannot guarantee that your request for Priority Order(s) will be fulfilled.

6.4 Returns. All non-Carrier related returns (international and domestic) must follow the Return Policy. You shall be solely responsible for any Fees and any additional Carrier fees, including without limitation shipping, brokerage, or returns processing fees, for Goods that are returned to a ShipBlue Facility for any reason whatsoever. Custom returns may be rejected and/or subject to additional fees.

6.5 ShipBlue is Not Liable for International Returns. International shipments that are not delivered are often returned by the Carrier and assessed for return shipping, brokerage and returns processing Carrier fees. Such fees will be payable by (and are billed through to you by the Carrier (often without notice)). ShipBlue will make reasonable efforts to circumvent international returns or abandoned inventory at your request; however, ShipBlue reserves the right to charge you fees up to the value of the original Carrier shipping cost plus a fifteen percent (15%) administrative fee. If a tariff is not available, ShipBlue will either put Orders on hold until tariff information is available or override the Order with no liability to ShipBlue.

6.6 Transfers between ShipBlue Facilities. You agree that ShipBlue may, in its reasonable discretion, transfer your Goods at any time to another ShipBlue Facility in order to optimize its fulfillment network. You will be notified in writing via your Account where such transfer occurs, so that you have clear oversight of the location of your Goods and the ShipBlue Facility from which they will be dispatched to your customers.

6.7 Restricted Access to ShipBlue Facilities. Since your Goods may be stored along with the Goods of other merchants, you are not permitted to enter ShipBlue’s Facilities or access your Goods in a ShipBlue Facility, without reasonable advance notice and prior express written consent from ShipBlue and the SFN Provider. If you are granted access to a ShipBlue Facility, you will be monitored during the access period, and your access can be terminated if ShipBlue or the SFN Provider determines, in its reasonable discretion, that your access may present a safety risk to any person or property, that your access unreasonably interferes with the operations of the ShipBlue Facility, or if you otherwise fail to observe any site rules or requirements of the ShipBlue Facility.

6.8 Warehouseman’s Lien. You agree and acknowledge that the ShipBlue Facilities maintain an actual or constructive general and continuing warehouseman’s lien and security interest (under the UCC, in respect of Goods located in the United States, under this contractual right, and under any similar statute or common law rights applicable in any other jurisdiction in which Goods are located in a ShipBlue Facility) for all Goods in such ShipBlue Facility’s possession or control, regardless of whether a specific receipt is issued, to cover all charges, expenses, costs, and Fees set forth in this Agreement. In the event a ShipBlue Facility is required to exercise a lien or security interest, you shall be responsible for all necessary and reasonable costs incurred to enforce the lien or security interest including reasonable attorneys’ fees. You will execute any and all agreements and documents so that the ShipBlue Facility may obtain, perfect, and maintain the lien rights and security interest in the Goods. You will also execute any and all documentation to permit ShipBlue to perfect the liens.

6.9 Temperature and Humidity Levels. ShipBlue does not represent, warrant or guarantee that any ShipBlue Facility will maintain a specific temperature range or humidity level, nor shall ShipBlue be liable for any fluctuations.

7. Service Level Agreement.

7.1 ShipBlue SLAs. ShipBlue’s service level agreements (“SLAs”) can be found at the following link: Turnaround Times, Policies, and SLAs.

7.2 Peak Season SLA Increases and Promotion and Bulk Orders. ShipBlue’s SLAs are subject to vary during Peak Season by notification. ShipBlue may also vary SLAs based on volume. Please review and use the Promotion and Bulk Order Upload Form for expected spikes in order volume.

7.3 SLA Exclusions. SLAs shall not apply: (a) to Orders received on ShipBlue Holidays; (b) for Goods not currently in stock; (c) for improperly labelled Goods inventory; (d) to Orders where volume forecasts (per Orders or unit of Good) have not been timely provided; (e) to Orders where the volume per ShipBlue Facility exceeds 20% of the prior thirty (30) day average number of Orders shipped for you from that respective ShipBlue Facility; (f) to Orders where the volume exceeds the daily forecast allocation for you in relation to the relevant ShipBlue Facility (if provided in advance by ShipBlue); (g) to Orders received during a Force Majeure Event; (h) to cross-border shipments; (i) to Orders received while invoices payable by you are past due; (j) to Orders received during an inventory cycle count or additional physical inventories conducted at your request; (k) when you have failed to provide updated or accurate information regarding Goods on the ShipBlue Platform or to ShipBlue; (l) where you have made errors when inputting data in relation to the Goods; (m) when Orders are materially affected by the negligent act or omission of a third-party under your actual or constructive control; and (n) to Orders received within the first thirty (30) days of ShipBlue commencing fulfilling Orders for you.

8. Confidentiality and Publicity.

8.1 Confidential Information. You and ShipBlue have each developed certain confidential and proprietary information (“Confidential Information”) including financial statements, financing documents, trade secrets, new products, copyrights, computer software, documentation, specifications, systems, hardware, concepts, designs, configurations, schedules, costs, performance features, techniques, copyrighted matter, patentable and patented inventions, plans, methods, drawings, data, tables, calculations, documents or other paperwork, computer program narratives, flow charts, source and object codes, business and marketing plans, dealings, arrangements, objectives and locations. Confidential Information shall only include such information which is either explicitly designated as “confidential” at the time of disclosure or by its nature is reasonably identifiable as confidential. For purposes of this Agreement, a party disclosing the Confidential Information is the “Discloser” and a party receiving the Confidential Information is the “Recipient.” Confidential Information shall not, however, include any information that Recipient can establish: (a) was publicly known or made generally available without a duty of confidentiality prior to the time of disclosure to Recipient by Discloser; (b) becomes publicly known or made generally available without a duty of confidentiality after disclosure to Recipient by Discloser through no action or inaction of Recipient; (c) is in the rightful possession of Recipient without confidentiality obligations at the time of disclosure by Discloser to Recipient as shown by Recipient’s then-contemporaneous written files and records kept in the ordinary course of business; or (d) is independently developed by Recipient without use of or reference to Discloser’s Confidential Information, as shown by written records and other competent evidence prepared contemporaneously with such independent development.

8.2 Disclosure of Confidential Information. Confidential Information disclosed hereunder shall at all times remain, as between the parties, the property of the Discloser. No license under any trade secrets, copyrights, or other rights is granted by this Agreement or any disclosure of Confidential Information hereunder. Recipient may disclose Confidential Information to its officers, directors, employees, contractors, subcontractors, affiliates or representatives (“Representatives”) who are required to have the Confidential Information in order for the Recipient to perform its obligations under these Terms of Service, are informed of its confidential nature, and are subject to written confidentiality obligations at least as protective of the Confidential Information as this Agreement. The Recipient shall take reasonable measures to protect the secrecy of and avoid disclosure and unauthorized use of the Confidential Information. Without limiting the foregoing, the Recipient shall take at least those measures it employs to protect its own Confidential Information of like importance, and shall use no less than a reasonable degree of care in protecting such Confidential Information. The Recipient shall promptly notify Discloser of any unauthorized use or disclosure, or suspected unauthorized use or disclosure, of Confidential Information. Notwithstanding the other provisions of this Clause 9.2, ShipBlue reserves the right to disclose Confidential Information to the extent required by law or for purposes of judicial proceedings, or in the event that ShipBlue reasonably suspects illegal activity by you.

8.3 Injunctive Relief. The Recipient agrees that any violation or threatened violation of this Agreement will cause irreparable injury to the Discloser, entitling Discloser to obtain injunctive relief in addition to all legal remedies without showing or proving any actual damage and without any bond being required to be posted.

8.4 Publicity. ShipBlue reserves the right to use your name and/or company name as a reference for marketing or promotional purposes on the Site and in other communication with existing or potential merchants. You shall not, without the prior express written consent of ShipBlue (a) issue any statement, printed material or other communication acknowledging your relationship with ShipBlue or its affiliates, or (b) use ShipBlue’s or its affiliates’ name or logo in any manner.

9. Indemnification. You shall defend, indemnify, and hold harmless ShipBlue from and against any claims, actions or demands, liabilities (including court costs and attorneys’ fees), tax obligations, fines, and penalties, including without limitation reasonable accounting fees and expenses, arising or resulting from or in connection with: (a) your breach of this Agreement; (b) any actual or alleged infringement of a third party’s Intellectual Property rights associated with Your Content; (c) your negligence, fault, omissions, or willful misconduct; (d) your fraud or misrepresentation in connection with the Services; (e) any product liability, infringement, or mislabeling claim arising from your Goods; or (f) your misuse of the Services (“Claims”). ShipBlue shall provide notice to you of any Claim. ShipBlue reserves the right to assume the exclusive defense and control of any response to any Claims which are subject to indemnification under this clause. In such case, you agree to cooperate with any reasonable requests assisting ShipBlue’s defense of such Claim. In addition, you agree to cooperate and provide information to ShipBlue to assist with any investigation, proceedings, intervention or enforcement action by a regulatory body or enforcement authority relating to activities carried out pursuant to this Agreement. This indemnity shall include all Claims in tort, contract, by statute or otherwise, Claims for personal injury (including death) and actual or tangible property damage that arise out of or in connection with this Agreement or the provision of Services to you. The indemnity provided by you in this clause will be reduced only to the extent the loss is caused or has been contributed to by ShipBlue’s willful misconduct or gross negligence.

10. Insurance. You agree that ShipBlue and its subcontractors are not liable for your Goods beyond the Limitations of Liability set forth below in Clause 13. Neither ShipBlue nor its subcontractors provide insurance for your Goods. You may purchase insurance for your Goods at your sole discretion, cost and expense. ShipBlue is not an insurance company or a licensed insurance agent and does not assume any liability or risk associated with the purchase or sale of insurance.

11. Disclaimers.

11.1 Non-Excludable Rights. To the extent that Services are provided in Australia, this Agreement may be subject to consumer protection laws, including the Australian Consumer Law as set out in Schedule 2 of the Competition and Consumer Act 2010 (“CCA”) and other applicable consumer protection laws and regulations. Nothing in this Agreement is intended to have the effect of excluding (i) any Consumer Guarantee that you may have under the CCA; (ii) either party’s liability to the other party for any fraudulent acts or omissions or fraudulent misrepresentation by a party or its agents, officers, directors or employees; (iii) either party’s liability to the other party for any death or personal injury resulting from a party’s negligence; or (iv) either party’s liability for any other liability or for any other party that cannot be excluded, restricted or modified under applicable law (collectively “Non-Excludable Rights”).

11.2 General Disclaimer. The Services, including use of the ShipBlue Platform and WMS, and all server and network components, are provided on an “as is” and “as available” basis without any express or implied warranties of any kind, and ShipBlue expressly disclaims any and all warranties, whether express or implied, including the warranties of merchantability, title, fitness for a particular purpose, and non-infringement. Except as expressly set forth in this Agreement, you acknowledge that ShipBlue does not warrant that the Services will be uninterrupted, timely, secure, error-free, or virus-free, nor does ShipBlue make any warranty as to the results that may be obtained from use of the Services, and no information, advice, or services obtained by you from ShipBlue shall create any warranty not expressly stated in this Agreement.

11.3 Services Disruption. The Services may be temporarily unavailable for scheduled maintenance, unscheduled emergency maintenance or due to other causes beyond our reasonable control (“Service Disruption”). ShipBlue shall use reasonable efforts to ensure a Service Disruption does not occur during Peak Season. ShipBlue will aim to provide advance notice of any Service Disruption to you and endeavor to resolve the Service Disruption as efficiently as possible. ShipBlue shall not be liable for any such unavailability or disruption of Services.

12. LIMITATION OF LIABILITY.

12.1 CARRIER POSSESSION OF GOODS. YOU ACKNOWLEDGE AND AGREE THAT WHEN CARRIERS ARE IN POSSESSION OF YOUR GOODS, CARRIERS, AND NOT SHIPBOB, ARE SOLELY RESPONSIBLE FOR ANY ACTUAL OR ALLEGED HARMS SUSTAINED BY YOU OR YOUR GOODS AS DETERMINED UNDER APPLICABLE LAW. SUBJECT TO THE FOREGOING, GOODS THAT ARE THE SUBJECT OF A DELAYED DELIVERY OR ARE LOST OR DAMAGED BY A CARRIER WILL BE MANAGED IN ACCORDANCE WITH SHIPBOB’S LOST IN TRANSIT AND DAMAGE CLAIMS POLICY. SHIPBOB’S LIABILITY FOR GOODS LOST IN TRANSIT SHALL NOT EXCEED THE LESSER OF ONE HUNDRED DOLLARS ($100.00) OR THE MAXIMUM OF THE APPLICABLE CARRIER’S LOSS LIMITATION.

12.2 INDIRECT, SPECIAL, EXEMPLARY, CONSEQUENTIAL, OR PUNITIVE DAMAGES. SUBJECT TO ANY NON-EXCLUDABLE RIGHTS, UNDER NO CIRCUMSTANCES SHALL SHIPBOB BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, LOSS OF GOODWILL OR REPUTATION, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST SALES OR BUSINESS, OR LOST DATA. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, WHICH MEANS THAT SOME OF THE FOREGOING LIMITATIONS MAY NOT APPLY TO YOU. IN THESE JURISDICTIONS, SHIPBOB’S LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW UNDER THE TERMS OF THIS AGREEMENT.

12.3 SHRINK ALLOWANCE. HANDLING GOODS IN SHIPBOB FACILITIES COULD RESULT IN LOSS OR DAMAGE OF GOODS. SHIPBOB MAINTAINS HIGH STANDARDS, HOWEVER OCCASIONALLY SHIPBOB FACILITIES EXPERIENCE CONCEALED SHORTAGES, PRODUCT DAMAGES, MISLABELED GOODS, MIS-PICKED GOODS AND/OR CROSS-SHIPMENTS. YOU AGREE THAT SHIPBOB WILL HAVE A 0.5% SHRINK ALLOWANCE BASED ON THE TOTAL VALUE OF ALL UNITS OF YOUR GOODS IN SHIPBOB’S FACILITIES ON AN ANNUAL BASIS (“GOODS VALUE”).

12.4 MAXIMUM LIABILITY. YOU AGREE THAT SHIPBOB’S MAXIMUM LIABILITY FOR LOSS OR DAMAGE TO GOODS (INCLUDING LOSS FROM ANY GOODS COUNT INACCURACIES) WILL BE LIMITED TO THE ACTUAL PRODUCT VALUE OF THE LOST OR DAMAGED GOODS WHICH SHALL BE MEASURED BY THE ORIGINAL PURCHASE INVOICE FROM THE MANUFACTURER OR SUPPLIER (OR THE INVOICES FROM THE ORIGINAL COMPONENT MANUFACTURERS OR SUPPLIERS IF YOU HAVE ASSEMBLED THE GOODS), SUBJECT TO A CAP OF 5% OF THE TOTAL ACTUAL PRODUCT VALUE OR ONE (1) MONTH OF BILLABLE STORAGE, WHICHEVER IS LOWER (“GOODS DAMAGES CAP”). FURTHERMORE, SHIPBOB’S MAXIMUM AGGREGATE LIABILITY TO YOU FOR ANY CLAIMS, NOTWITHSTANDING THE NATURE OR GROUNDS FOR ALL CLAIMS UNDER THIS AGREEMENT, INCLUDING THE BREACH OF THIS AGREEMENT BY SHIPBOB, SHALL NOT EXCEED THE LESSER OF: (i) $10,000 OR (ii) 100% OF THE AGGREGATE AMOUNT OF FEES ACTUALLY PAID BY MERCHANT FOR SERVICES DURING THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THE PROVISIONS OF THIS CLAUSE ALLOCATE THE RISKS UNDER THIS AGREEMENT, AND THE PARTIES HAVE RELIED ON THESE LIMITATIONS IN DETERMINING WHETHER TO ENTER INTO THIS AGREEMENT.

12.5 EXCLUSIVE REMEDY. TO THE EXTENT PERMITTED BY LAW AND SUBJECT TO ANY NON-EXCLUDABLE RIGHTS, THE GOODS DAMAGE CAP SET FORTH IN THIS SECTION SHALL BE YOUR SOLE AND EXCLUSIVE REMEDY AGAINST SHIPBOB FOR ANY CLAIM OR CAUSE OF ACTION WHATSOEVER RELATING TO LOSS, DAMAGE, AND/OR DESTRUCTION OF GOODS, AND SHALL APPLY TO ALL CLAIMS, INCLUDING GOODS SHORTAGE OR ANY OTHER CLAIMS RELATING TO THE SERVICES (INCLUDING CONVERSION OR THEFT CLAIMS).

13. Termination.

13.1 Termination Rights. You have the right to terminate this Agreement at any time and for any reason, provided you do not have a balance due and owing, by sending a termination request to our team. ShipBlue may terminate this Agreement with or without cause (including your breach of this Agreement or any term of a ShipBlue policy or your nonpayment of any amounts due to ShipBlue under this Agreement) by providing thirty (30) days’ prior written notice to the administrative email address associated with your Account. Notwithstanding the foregoing, ShipBlue may immediately terminate this Agreement in the event of a material breach of this Agreement by you that is not remedied within ten (10) Business Days of ShipBlue’s written notification to you of such material breach. ShipBlue may also immediately terminate this Agreement by notice and without any liability to you if you are in breach of any of the following clauses, a breach of which is considered of such severity as to justify ShipBlue’s needing to have the right to so terminate: 3.2, 4.2, 4.3, 4.4, 4.6, 9.2.

13.2 Consequences of Termination. Your Content may be permanently deleted by ShipBlue upon any termination of your Account. All rights to payment shall survive termination or expiration of this Agreement. Any provision of this Agreement that expressly or by implication is intended to come into or continue in force on or after termination or expiry of this Agreement shall remain in full force and effect. ShipBlue shall reasonably cooperate to transition services to you or your designee. Prior to you removing all of your remaining Goods following termination as stated herein, you shall pay (or pre-pay, as the case may be) ShipBlue all current fees outstanding for Services and a good faith estimate of fees that will become due for Services that will be incurred as a result of removing all Goods from the ShipBlue Facility. After all Goods are removed from ShipBlue’s Facilities, ShipBlue will remit to you any surplus paid by the Merchant in respect of the fees for Services for removal of all Goods from ShipBlue’s Facilities, to the extent that the actual fees are less than the amounts paid by you to ShipBlue, and you must pay ShipBlue any deficiency in respect of the fees for the Services for removal of all Goods from ShipBlue’s Facilities, to the extent that the actual fees are greater than the amounts paid by you. Should you not fully and timely pay any fees owed, your Account shall be deemed an Abandoned Account in accordance with Clause 5.8 above.

14. Assignment. You may not assign or transfer this Agreement without the prior written consent of ShipBlue, which will not be unreasonably withheld or delayed. ShipBlue may assign or transfer this Agreement, in whole or in part, without restriction. This Agreement is binding upon, and will inure to the benefit of, the successors and permitted assigns of the parties.

15. General Provisions.

15.1 Entire Agreement. Subject to the extent permitted by law and subject to the Non-Excludable Rights, both parties agree that this Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications, representations, and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be agreed in writing signed by both parties, except as otherwise provided herein. You acknowledge that this Agreement is a legally enforceable contract between you and ShipBlue, even though it is electronic and is not physically signed by you and ShipBlue, and it governs your use of the Services.

15.2 Severability. If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect, and enforceable.

15.3 No Waiver. The failure of either party to exercise or enforce any right or provision of this Agreement shall not be a waiver of that right.

15.4 No Agency or Partnership. No agency, partnership, joint venture, or employment is created as a result of this Agreement, and you do not have any authority of any kind to bind ShipBlue in any respect whatsoever.

15.5 Conflict of Terms. Except as specifically set forth in an agreement signed by ShipBlue, the terms of this Agreement shall take precedence over any contrary or conflicting terms in any other agreement relating to the Services.

15.6 Notices. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when sent, if transmitted by email; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; upon the date of delivery as confirmed by the third party postal provider; or if sent by certified or registered mail, upon the date of delivery as confirmed by the third party postal service provider.

15.7 Force Majeure. Neither party will be liable for any failure to perform or delay in performing any of its obligations under the Agreement (other than any obligation to pay) where such failure is caused by a Force Majeure Event. For the purposes of this clause, “Force Majeure Event” means the occurrence of an act of God, hurricane, tidal wave, flood, tornado, cyclone, wind storm, earthquake, pandemic, epidemic, disease, public enemy, civil commotion, strikes, labor disputes, work stoppages or other difficulties within the workforce (including that of subcontractors), failure to provide power by the utility provider, intentional or malicious acts of third persons or any other organized opposition, corruption, depredation, accidents, explosions, fire, water sprinkler leakage, moths, vermin, insect, seizure under legal process, embargo, prohibition of import or export of goods, closure of public highways, railways, airways or shipping lanes, governmental interference or regulations, or other contingencies, similar or dissimilar to the foregoing, beyond the reasonable control of the affected party.

15.8 Governing Law, Venue, and Jurisdiction. This Agreement and all Claims or disputes between the parties shall be governed by the laws of the State of Illinois without regard to its conflicts of law provisions. All Claims, lawsuits, causes of action, and disputes between the parties shall be brought exclusively in the state or federal courts located in Chicago, Illinois and you agree to submit to the exclusive personal jurisdiction and venue of these courts.

Appendix A – Definitions

“Abandoned Account” has the meaning set forth in Clause 5.8.

“Account” means your ShipBlue account that you registered for in order for ShipBlue to provide the Services.

“Actual Product Value” means the actual value of the good(s) as evidenced by the original purchase invoice from the manufacturer or supplier.

“Agreement” has the meaning set forth in Clause 2.1.

“Business Day(s)” means a day other than a Saturday, Sunday, public holiday, or day when banks in the jurisdiction in which we are performing Services are closed for business.

“Carrier(s)” means the independent third party carriers who are responsible for the actual performance of the carriage of your Goods.

“Carrier Charges” means all costs and fees associated with the carriage of Goods undertaken by or on behalf of ShipBlue.

“CCA” has the meaning set forth in Clause 12.1.

“CDT” has the meaning set forth in Clause 5.5.

“Claims” has the meaning set forth in Clause 10.

“Confidential Information” has the meaning set forth in Clause 9.1.

“Data Processing Agreement” or “DPA” has the meaning set forth in Clause 3.4.

“DDP” means Delivery Duty Paid as defined in the Incoterms developed by the International Chamber of Commerce.

“Discloser” has the meaning set forth in Clause 9.1.

“Fee” or “Fees” means the fee(s) for any Services together with any third-party fees (including Carrier fees, shipping fees, rates of duty, international brokerage charges, freight charges, insurance premiums, or any other third-party charges incurred by ShipBlue in relation to your use of the Service).

“Force Majeure Event” has the meaning set forth in Clause 16.7.

“fulfillment” means the receipt, counting, storage, picking and packing of Goods.

“General Rate Increase” or “GRI” means such increase or increases as are applied by individual Carriers in relation to their operations for ShipBlue.

“Goods” means the physical goods sold by you.

“Goods and Services Tax” has the meaning set forth in Clause 5.5.

“Goods Damages Cap” has the meaning set forth in Clause 13.4.

“Goods Value” has the meaning set forth in Clause 13.3.

“Intellectual Property” means all intellectual property of any nature whatsoever, whether registered (including any application for any registered rights) or unregistered, including software programs, applications or websites, confidential information (including know-how, operational processes and trade secrets), includes rights in patents, copyright (including future copyright), methodologies, algorithms, inventions, rights in circuit layouts, designs, rights in passing off, trade and service marks (including goodwill in those marks), domain names and trade names and any right to have confidential information kept confidential and any other rights of a similar nature that may subsist anywhere in the world (whether or not such rights are capable of being registered).

“Legal Requirements” has the meaning set forth in Clause 4.3.

“License” has the meaning set forth in Clause 3.1.

“Merchant”, “you”, “your” means you as the merchant to whom ShipBlue provides Services.

“Nominated Address” has the meaning set forth in Clause 8.4.

“Non-Excludable Rights” has the meaning set forth in Clause 12.1.

“OFAC” has the meaning set forth in Clause 4.2.

“Order” means an order by your customer for Goods sold by you.

“Peak Season” means the dates (inclusive) between the fourth Thursday of November and December 24.

“Personal Information” means any data or information that constitutes “personal information”, “personal data”, or any analogous term under applicable law, including any such information relating to an identified or reasonably identifiable natural person.

“Policies” has the meaning set forth in Clause 2.1.

“Priority Order” has the meaning set forth in Clause 6.3.

“Process” has the meaning set forth in Clause 3.3.

“Recipient” has the meaning set forth in Clause 9.1.

“Rejected Goods” has the meaning set forth in Clause 4.5.

“Representatives” has the meaning set forth in Clause 9.2.

“Sanctioned Party” means (i) a person included on (a) the SDN List, (b) His Majesty’s Treasury’s Consolidated List of Financial Sanctions Targets, or (c) a comparable list of persons subject to restrictions pursuant to the laws of the United States, United Kingdom, or European Union; (ii) an entity majority-owned or controlled by persons enumerated in (i); or (iii) persons organized, resident, located or operating in a Sanctioned Territory.

“Sanctioned Territories” means Belarus, Cuba, Iran, North Korea, Russia, Syria, and the Crimea, so-called Donetsk People’s Republic, and so-called Luhansk People’s Republic regions of Ukraine, and any other country or territory that is or may become subject to comprehensive U.S. economic sanctions.

“SDN List” has the meaning set forth in Clause 4.2.

“Service Disruption” has the meaning set forth in Clause 12.3.

“Services” has the meaning set forth in Clause 2.5.

“SFN Providers” has the meaning set forth in Clause 2.5.

“ShipBlue”, “we” or “our” means ShipBlue, Inc. and our affiliates.

“ShipBlue Facility” or “ShipBlue Facilities” has the meaning set forth in Clause 2.5.

“ShipBlue Platform” means ShipBlue’s proprietary platform and associated technology for purposes of managing Goods, submitting Orders for Services and fulfilling Orders.

“Site” means ShipBlue’s website at ship-blue.com.

“SLAs” has the meaning set forth in Clause 7.1.

“Software” means any software made available to you by ShipBlue in connection with the Services.

“Terms of Service” means these terms of service found at ship-blue.com/terms-of-service/.

“Trade Laws” has the meaning set forth in Clause 4.2.

“Transaction Taxes” has the meaning set forth in Clause 5.5.

“URO” has the meaning set forth in Clause 6.1.

“WMS” means ShipBlue’s proprietary warehouse management system.

“WRO” has the meaning set forth in Clause 6.1.

“Your Content” has the meaning set forth in Clause 3.2.