Terms and Conditions
OVERVIEW
This website (“Ship.com”) is owned and operated by Ship.com (“Ship.com”). Throughout the website, the terms “we”, “us” and “our” refer to Ship.com. Ship.com offers this website, including all information, tools and services available from this site to you, the user, conditioned upon your acceptance of all terms, conditions, policies and notices stated here.
By visiting our site and/ or purchasing something from us, you engage in our “Service” and agree to be bound by the following terms and conditions (“Terms of Service”, “Terms”), including those additional terms and conditions and policies referenced herein and/or available by hyperlink. These Terms of Service apply to all users of the site, including without limitation users who are browsers, vendors, customers, merchants, and/ or contributors of content.
Please read these Terms of Service carefully before accessing or using our website. By accessing or using any part of the site, you agree to be bound by these Terms of Service. If you do not agree to all the terms and conditions of this agreement, then you may not access the website or use any services. If these Terms of Service are considered an offer, acceptance is expressly limited to these Terms of Service.
Any new features or tools which are added to the current website shall also be subject to the Terms of Service. You can review the most current version of the Terms of Service at any time on this page. We reserve the right to update, change or replace any part of these Terms of Service by posting updates and/or changes to our website. It is your responsibility to check this page periodically for changes. Your continued use of or access to the website following the posting of any changes constitutes acceptance of those changes.
SECTION 1 - ONLINE TERMS
By agreeing to these Terms of Service, you represent that you are at least the age of majority in your state or province of residence, or that you are the age of majority in your state or province of residence and you have given us your consent to allow any of your minor dependents to use this site.
You may not use our products for any illegal or unauthorized purpose nor may you, in the use of the Service, violate any laws in your jurisdiction (including but not limited to copyright laws).
You must not transmit any worms or viruses or any code of a destructive nature.
A breach or violation of any of the Terms will result in an immediate termination of your Services.
SECTION 2 - GENERAL CONDITIONS
We reserve the right to refuse service to anyone for any reason at any time.
You understand that your content (not including credit card information), may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices. Credit card information is always encrypted during transfer over networks.
You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Service, use of the Service, or access to the Service or any contact on the website through which the service is provided, without express written permission by Ship.com.
The headings used in this agreement are included for convenience only and will not limit or otherwise affect these Terms.
SECTION 3 - ACCURACY, COMPLETENESS AND TIMELINESS OF INFORMATION
We are not responsible if information made available on this site is not accurate, complete or current. The material on this site is provided for general information only and should not be relied upon or used as the sole basis for making decisions without consulting primary, more accurate, more complete or more timely sources of information. Any reliance on the material on this site is at your own risk.
This site may contain certain historical information. Historical information, necessarily, is not current and is provided for your reference only. We reserve the right to modify the contents of this site at any time, but we have no obligation to update any information on our site. You agree that it is your responsibility to monitor changes to our site.
SECTION 4 - MODIFICATIONS TO THE SERVICE AND PRICES
Prices for our products are subject to change without notice.
We reserve the right at any time to modify or discontinue the Service (or any part or content thereof) without notice at any time.
We shall not be liable to you or to any third-party for any modification, price change, suspension or discontinuance of the Service.
SECTION 5 - PRODUCTS OR SERVICES (if applicable)
Certain products or services may be available exclusively online through the website. These products or services may have limited quantities and are subject to return or exchange only according to our Return Policy.
We have made every effort to display as accurately as possible the colors and images of our products.
We reserve the right, but are not obligated, to limit the sales of our products or Services to any person, geographic region or jurisdiction. We may exercise this right on a case-by-case basis. We reserve the right to limit the quantities of any products or services that we offer. All descriptions of products or product pricing are subject to change at anytime without notice, at the sole discretion of us. We reserve the right to discontinue any product at any time. Any offer for any product or service made on this site is void where prohibited.
We do not warrant that the quality of any products, services, information, or other material purchased or obtained by you will meet your expectations, or that any errors in the Service will be corrected.
SECTION 6 - ACCURACY OF BILLING AND ACCOUNT INFORMATION
You must open an account with us (Ship.com) to use our services. During registration we will ask you for information, which may include but is not limited to, your name and other personal information. You must provide accurate and complete information in response to our questions, and you must keep that information current. You are fully responsible for all activity that occurs under your account, including any actions taken by persons to whom you have granted access to the account. If you provide your credit card or bank account information to us then you are giving us permission to store and later access this information for any services or subscriptions associated with your account.
Ship.com offers both free and paid for services and accounts. Ship.com offers those paid accounts on a recurring basis, or subscription. By signing up for a subscription you agree to pay the subscription and any applicable taxes. If a free trial is applied to your account, then you agree to begin paying the monthly subscription fees for whatever subscription your account is on at the end of your trial period. The subscription will be paid for on the same day of the next calendar month, for each month you have an active subscription ("Billing Cycle").
We reserve the right to refuse any order you place with us. We may, in our sole discretion, limit or cancel quantities purchased per person, per household or per order. These restrictions may include orders placed by or under the same customer account, the same credit card, and/or orders that use the same billing and/or shipping address. In the event that we make a change to or cancel an order, we may attempt to notify you by contacting the e-mail and/or billing address/phone number provided at the time the order was made. We reserve the right to limit or prohibit orders that, in our sole judgment, appear to be placed by dealers, resellers or distributors.
You agree to provide current, complete and accurate purchase and account information for all purchases and accounts made within the website (“Ship.com”). You agree to promptly update your account and other information, including your email address, credit card number, bank account information, and expiration dates, so that we can complete your transactions and contact you as needed. If you are using a bank account as your payment method then you agree to pay any fees incurred due to failed ACH/bank account payments. We reserve the right to change the account type, suspend or terminate the account of anyone who provides inaccurate, untrue, or incomplete information, or who fails to comply with the account registration requirements.
For more detail, please review our Returns Policy.
SECTION 7 - OPTIONAL TOOLS
We may provide you with access to third-party tools over which we neither monitor nor have any control nor input.
You acknowledge and agree that we provide access to such tools ”as is” and “as available” without any warranties, representations or conditions of any kind and without any endorsement. We shall have no liability whatsoever arising from or relating to your use of optional third-party tools.
Any use by you of optional tools offered through the site is entirely at your own risk and discretion and you should ensure that you are familiar with and approve of the terms on which tools are provided by the relevant third-party provider(s).
We may also, in the future, offer new services and/or features through the website (including, the release of new tools and resources). Such new features and/or services shall also be subject to these Terms of Service along with any additional terms specifically for the Tools.
SECTION 8 - SOCIAL MEDIA FEATURES
You may link to our websites only as permitted by us but you must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part.
The Services may provide certain social media features that enable you to:
Link from your own or certain third-party websites to certain content within our Service. Send e-mails or other communications with certain content, or links to certain content, using the Services. Cause portions of content hosted by the Services to be displayed or appear to be displayed on your own or certain third-party websites.
You may use these features solely as they are provided by us and solely with respect to the content they are displayed with and otherwise in accordance with this Agreement and any additional terms and conditions we provide with respect to such features. Subject to the foregoing, you must not:
Establish a link from any website that is not owned by you. Cause the Services or portions of it to be displayed, or appear to be displayed by, for example, framing, deep linking or in-line linking, on any other site. Link to any part of the Services other than what we expressly allow in our sole discretion. Otherwise take any action with respect to the materials hosted on the Services that is inconsistent with any other provision of this Agreement.
You agree to cooperate with us in causing any unauthorized framing or linking immediately to cease. We reserve the right to withdraw linking permission without notice. We may disable all or any social media features and any links at any time without notice at our discretion.
SECTION 9 - THIRD-PARTY LINKS
Certain content, products and services available via our Service may include materials from third-parties.
Third-party links on this site may direct you to third-party websites that are not affiliated with us. We are not responsible for examining or evaluating the content or accuracy and we do not warrant and will not have any liability or responsibility for any third-party materials or websites, or for any other materials, products, or services of third-parties.
We are not liable for any harm or damages related to the purchase or use of goods, services, resources, content, or any other transactions made in connection with any third-party websites. Please review carefully the third-party's policies and practices and make sure you understand them before you engage in any transaction. Complaints, claims, concerns, or questions regarding third-party products should be directed to the third-party.
SECTION 10 - THIRD-PARTY INTEGRATIONS
We may use third party software as part of our offering.We use Plaid to connect user bank accounts to our service. By accepting our terms, you are also consenting for Plaid to process end user information in accordance with their privacy policy.When purchasing shipping from a courier it is your responsibility to find, open, read, understand, and accept the terms, conditions, or rules of purchase of any courier you select for shipping. This includes ensuring that the item(s) shipped through the different services abide by the terms and conditions of those services. You must understand the individual rules and regulations with each service which are posted on their website(USPS and UPS). You agree to not ship any item(s) that are hazardous when purchasing a label for these services from Ship.com.
SECTION 11 - USER COMMENTS, FEEDBACK AND OTHER SUBMISSIONS
If, at our request, you send certain specific submissions (for example contest entries) or without a request from us you send creative ideas, suggestions, proposals, plans, or other materials, whether online, by email, by postal mail, or otherwise (collectively, 'comments'), you agree that we may, at any time, without restriction, edit, copy, publish, distribute, translate and otherwise use in any medium any comments that you forward to us. We are and shall be under no obligation (1) to maintain any comments in confidence; (2) to pay compensation for any comments; or (3) to respond to any comments.
We may, but have no obligation to, monitor, edit or remove content that we determine in our sole discretion are unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene or otherwise objectionable or violates any party’s intellectual property or these Terms of Service.
You agree that your comments will not violate any right of any third-party, including copyright, trademark, privacy, personality or other personal or proprietary right. You further agree that your comments will not contain libelous or otherwise unlawful, abusive or obscene material, or contain any computer virus or other malware that could in any way affect the operation of the Service or any related website. You may not use a false e-mail address, pretend to be someone other than yourself, or otherwise mislead us or third-parties as to the origin of any comments. You are solely responsible for any comments you make and their accuracy. We take no responsibility and assume no liability for any comments posted by you or any third-party.
SECTION 12 - PERSONAL INFORMATION
Your submission of personal information through the website is governed by our Privacy Policy
SECTION 13 - ERRORS, INACCURACIES AND OMISSIONS
Occasionally there may be information on our site or in the Service that contains typographical errors, inaccuracies or omissions that may relate to product descriptions, pricing, promotions, offers, product shipping charges, transit times and availability. We reserve the right to correct any errors, inaccuracies or omissions, and to change or update information or cancel orders if any information in the Service or on any related website is inaccurate at any time without prior notice (including after you have submitted your order).
If a package is deemed by the United State Postal Service, or any other mail carrier integrated into our Service, to be more costly than the shipping label initially purchased through our Service, due to inaccurately providing corresponding shipment information, we reserve the right to charge the adjusted postage, plus a 50% service fee for the overhead incurred.
We undertake no obligation to update, amend or clarify information in the Service or on any related website, including without limitation, pricing information, except as required by law. No specified update or refresh date applied in the Service or on any related website, should be taken to indicate that all information in the Service or on any related website has been modified or updated.
SECTION 14 - PROHIBITED USES
In addition to other prohibitions as set forth in the Terms of Service, you are prohibited from using the site or its content: (a) for any unlawful purpose; (b) to solicit others to perform or participate in any unlawful acts; (c) to violate any international, federal, provincial or state regulations, rules, laws, or local ordinances; (d) to infringe upon or violate our intellectual property rights or the intellectual property rights of others; (e) to harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability; (f) to submit false or misleading information; (g) to upload or transmit viruses or any other type of malicious code that will or may be used in any way that will affect the functionality or operation of the Service or of any related website, other websites, or the Internet; (h) to collect or track the personal information of others; (i) to spam, phish, pharm, pretext, spider, crawl, or scrape; (j) for any obscene or immoral purpose; or (k) to interfere with or circumvent the security features of the Service or any related website, other websites, or the Internet. We reserve the right to terminate your use of the Service or any related website for violating any of the prohibited uses.
SECTION 15 - DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITY
We do not guarantee, represent or warrant that your use of our service will be uninterrupted, timely, secure or error-free.
We do not warrant that the results that may be obtained from the use of the service will be accurate or reliable.
You agree that from time to time we may remove the service for indefinite periods of time or cancel the service at any time, without notice to you.
You expressly agree that your use of, or inability to use, the service is at your sole risk. The service and all products and services delivered to you through the service are (except as expressly stated by us) provided 'as is' and 'as available' for your use, without any representation, warranties or conditions of any kind, either express or implied, including all implied warranties or conditions of merchantability, merchantable quality, fitness for a particular purpose, durability, title, and non-infringement.
In no case shall Ship.com, our directors, officers, employees, affiliates, agents, contractors, interns, suppliers, service providers or licensors be liable for any injury, loss, claim, or any direct, indirect, incidental, punitive, special, or consequential damages of any kind, including, without limitation lost profits, lost revenue, lost savings, loss of data, replacement costs, or any similar damages, whether based in contract, tort (including negligence), strict liability or otherwise, arising from your use of any of the service or any products procured using the service, or for any other claim related in any way to your use of the service or any product, including, but not limited to, any errors or omissions in any content, or any loss or damage of any kind incurred as a result of the use of the service or any content (or product) posted, transmitted, or otherwise made available via the service, even if advised of their possibility. Because some states or jurisdictions do not allow the exclusion or the limitation of liability for consequential or incidental damages, in such states or jurisdictions, our liability shall be limited to the maximum extent permitted by law.
SECTION 16 - INDEMNIFICATION
You agree to indemnify, defend and hold harmless Ship.com and our parent, subsidiaries, affiliates, partners, officers, directors, agents, contractors, licensors, service providers, subcontractors, suppliers, interns and employees, harmless from any claim or demand, including reasonable attorneys’ fees, made by any third-party due to or arising out of your breach of these Terms of Service or the documents they incorporate by reference, or your violation of any law or the rights of a third-party.
SECTION 17 - SEVERABILITY
In the event that any provision of these Terms of Service is determined to be unlawful, void or unenforceable, such provision shall nonetheless be enforceable to the fullest extent permitted by applicable law, and the unenforceable portion shall be deemed to be severed from these Terms of Service, such determination shall not affect the validity and enforceability of any other remaining provisions.
SECTION 18 - TERMINATION
The obligations and liabilities of the parties incurred prior to the termination date shall survive the termination of this agreement for all purposes.
These Terms of Service are effective unless and until terminated by either you or us. You may terminate these Terms of Service at any time by notifying us that you no longer wish to use our Services, or when you cease using our site.
If in our sole judgment you fail, or we suspect that you have failed, to comply with any term or provision of these Terms of Service, we also may terminate this agreement at any time without notice and you will remain liable for all amounts due up to and including the date of termination; and/or accordingly may deny you access to our Services (or any part thereof).
SECTION 19 - ENTIRE AGREEMENT
The failure of us to exercise or enforce any right or provision of these Terms of Service shall not constitute a waiver of such right or provision.
These Terms of Service and any policies or operating rules posted by us on this site or in respect to The Service constitutes the entire agreement and understanding between you and us and govern your use of the Service, superseding any prior or contemporaneous agreements, communications and proposals, whether oral or written, between you and us (including, but not limited to, any prior versions of the Terms of Service).
Any ambiguities in the interpretation of these Terms of Service shall not be construed against the drafting party.
SECTION 20 - GOVERNING LAW
These Terms of Service and any separate agreements whereby we provide you Services shall be governed by and construed in accordance with the laws of the State of Nevada.
SECTION 21 - CHANGES TO TERMS OF SERVICE
You can review the most current version of the Terms of Service at any time at this page.
We reserve the right, at our sole discretion, to update, change or replace any part of these Terms of Service by posting updates and changes to our website. It is your responsibility to check our website periodically for changes. Your continued use of or access to our website or the Service following the posting of any changes to these Terms of Service constitutes acceptance of those changes.
SECTION 22 - CANCELLATION AND RETURNS POLICY
You can choose to cancel your account at any time by going to your Billing Settings page. If you have any trouble cancelling or updating your subscription you can contact help@ship.com for assistance. You will retain access to your account until the end of your Billing Cycle. At that point your account will be canceled and you will not be billed for your subscription. You are responsible for whatever charges have already been incurred for the current Billing Cycle. For example, if your subscription renews on the 10th of each month, and you choose to cancel your subscription on the 20th, then you will still pay for the current month, but will not be charged again. We do not offer refunds on any subscriptions. You may receive a refund on any funds left within your account for postage if you request the refund via email to help@ship.com.
SECTION 23 - CONTACT INFORMATION
Questions about the Terms of Service should be sent to us at help@ship.com.
Additional Tools Terms
OVERVIEW
By using Ship.com Invoicing, Marketing Tools, and Loyalty Program and any associated products and services (the “Tools”), you agree to be bound by the General Terms, these additional terms and conditions (“ Product Terms”), and all other terms, policies, and guidelines applicable to the Tools used including, but not limited to, the Invoicing Payment Terms if you accept payments through Ship.com. If you are using the Tools on behalf of a business, that business accepts these terms. Defined terms have the same meaning as in the General Terms.
1. Marketing and Customer Programs
You may be able to use the Tools to create, send and manage marketing and other messages to your customers (“Customers”) who have provided their contact information to you directly. Ship.com is not involved in or responsible for your marketing messaging to Customers, except for providing the Tools that facilitate the creation, delivery and management of messages by you to Customers. You are responsible for marketing messages that you send using the Tools, the Content of those messages, and honoring any customer privacy choices and terms included in such messages, even if your Ship.com account is closed, suspended, or terminated. In using the Tools, you will not use purchased, rented, or third-party lists of email addresses, and you may not use the Tools to send unsolicited bulk messages. If you offer a loyalty program to your Customers through the Tools, you agree to make available to your Customers any terms and conditions applicable to your loyalty program. You further agree to notify your customers of any items you exclude from points eligibility under your Loyalty program. You further agree to notify your customers of any items you exclude from points eligibility under your Loyalty program. You are responsible for ensuring that your marketing messages, loyalty program and any associated rewards are compliant with applicable federal, state, or local laws, including laws governing privacy, prepaid cards and special offers such as rebates and coupons.
2. Your Content and Content Restrictions
You agree to the following provisions governing your “Content”:
A. Content Ownership. You are responsible for all Content that you upload, post, transmit or otherwise make available through the Tools. Your Content does not include non-personally identifiable e-Commerce transaction or behavioral data derived from your use of our Tools (collectively, “System Data”). Ship.com owns all System Data and uses it to operate and improve the Tools. Regarding your Content, you are solely responsible for backing up your Content. We may also preserve your Content and disclose it to the applicable governmental authority if required by law.
B. Content Restrictions. In addition to the restrictions set forth in these Additional Tool Terms, the General Terms and Payment Terms, you will not:
1. upload, post, transmit or otherwise make available any Content that: (i) is hateful and dehumanizing of a protected class; (ii) is unsolicited commercial email or “spam”, including unethical marketing, advertising, or any other practice that is in any way connected with “spam”; (iii) is intended to take advantage of a user such as “get rich quick,” “get paid to surf,” or (iv) is pornographic or reveals exposed genitalia.
2. harm minors in any way;
3. “stalk,” “bully,” or otherwise harass another;
4. impersonate any person or entity, including, but not limited to, a Ship.com employee, forum leader, guide or host, or falsely state or otherwise misrepresent your affiliation with a person or entity;
5. forge headers or otherwise manipulate identifiers in order to disguise the origin of any Content transmitted through the Tools;
6. interfere with or disrupt the Tools or servers or networks connected to the Tools, or disobey any requirements, procedures, policies, or regulations of networks connected to the Tools;
7. intentionally or unintentionally violate any applicable local, state, federal or foreign laws or regulations. You must comply with all applicable laws regarding the transmission of technical data exported from the United States or the country in which you reside.
8. promote or provide instructional information about illegal activities, promote physical harm or injury against any group or individual, or promote any act of cruelty to animals. This may include, without limitation, providing instructions on how to assemble bombs, grenades and other weapons or incendiary devices;
9. solicit a third party’s passwords, personally identifiable information or sensitive user credentials for unlawful or phishing purposes;
10. exceed the scope of the Tools that you have signed up for (e.g., by accessing and using the tools that you do not have a right to use, or deleting, adding to, or otherwise changing other user comments or content);
11. upload files for the sole purpose of having them hosted by us and for use outside of a website created using the Tools;
12. use, under any circumstance, any open source software subject to the GNU Affero General Public License v.3, or greater;
13. abuse our customer support email, chat, or telephone services or agents;
14. or take any other action while using the Tools which is detrimental to the Tools or Ship.com’s reputation, as determined by Ship.com in its sole discretion.
We retain the right to terminate any account or user who has violated any of the prohibitions above.
3. Fees for Invoicing
Payment of Fees and Fee Taxes. All Fees are in USD and do not include any taxes, levies, duties or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction (collectively, “Fee Taxes”). It is your responsibility to determine what, if any, Fee Taxes apply to the payments you make, and it is solely your responsibility to assess, collect, report and remit the correct Fee Taxes to the appropriate authority. If you purchase any Tools that we offer for a Fee, you provide your consent to us, or our third party service providers, storing your payment card information and you authorize us to charge you (a) any Fees for the Tools you may purchase, and (b) any applicable Fee Taxes in connection with your use of the Tools to the payment card you provide, and you will reimburse us for all costs associated with the collection of any overdue amounts, including any interest due for the same. If the payment card you provide expires and you do not provide new payment card information or cancel your account, you authorize us to continue billing you and you will remain responsible for any uncollected Fees and associated Fee Taxes.
4. Subscription Auto-Renewals; Cancellation; Tool Changes
A. Subscription Auto-Renewals. AT THE END OF YOUR SUBSCRIPTION, YOUR SUBSCRIPTION WILL AUTOMATICALLY RENEW FOR AN ADDITIONAL BILLING CYCLE OF THE SAME LENGTH UNTIL YOU ACTIVELY CANCEL THE SUBSCRIPTION, AND YOUR PAYMENT METHOD WILL BE CHARGED ACCORDINGLY. YOU MAY SEND CANCELLATION REQUESTS BY CONTACTING US BY EMAIL AT HELP@SHIP.COM OR BY UPDATING YOUR BILLING SETTINGS AT ANY TIME.
B. If you cancel your Tools your cancellation will take effect at the end of your billing cycle. After cancellation, you will no longer have access to your orders and we may delete all information on your account. We accept no liability for such deleted information or Content. We may modify (e.g., change data storage or capacity limits), replace, refuse access to, suspend, disable, or discontinue the Tool, partially or entirely, in our sole discretion. We further reserve the right to withhold, remove and or discard any Content available as part of your account, with or without notice if deemed by us, in our sole discretion, to be contrary to these Terms. For avoidance of doubt, we have no obligation to store, maintain, or provide you a copy of any Content that you or others provide when using the Tools. We also reserve the right to limit or cease phone or chat support to you if you consume a disproportionate amount of such customer services or otherwise negatively affect our ability to provide support to other customers (as determined in our sole discretion).
5. Email Marketing Tool
For the email marketing services provided directly to you by us as part of the Tools (the “Email Marketing Tools"), the following terms and conditions also apply. Your use of the Email Marketing Tools serves as your consent to these terms. Ship.com may suspend or terminate your access to and use of the Email Marketing Tool if you do not comply with these terms.
A. Email Marketing Tools Responsibilities. Your use of the Email Marketing Tool must comply with all applicable domestic and international laws and regulations. This includes the laws applicable to you and also laws applicable to Ship.com and all recipients to whom you intend to send emails (each a “Recipient”). Examples of applicable laws include laws relating to spam or unsolicited commercial email (hereinafter “Spam” or “UCE”), privacy, security, obscenity, defamation, intellectual property, pornography, terrorism, homeland security, gambling, child protection, consumer protection and other applicable laws. It is your responsibility to know, understand, and comply with the laws applicable to your use of the Email Marketing Tools and the emails you generate and send through the Email Marketing Tools. You are solely responsible for your products and services and any other promotion and Content contained in or referred to in your emails sent through the Email Marketing Tool. You agree to use the Email Marketing Tool in a lawful, safe, and professional manner, consistent with industry best practices, including keeping reliable records.
B. Email Marketing Guidelines. Your use of the Email Marketing Tool must follow all applicable guidelines and restrictions established by Ship.com, which are presented as follows (“Email Marketing Guidelines”):
YOU WILL NOT:
1. Use the Email Marketing Tools in violation of these Terms or of any law applicable to you or your Recipients;
2. Use the Email Marketing Tools to send Spam. You must ensure that all Recipients have explicitly granted permission to receive emails from you by affirmatively opting-in to receive those emails
3. Use the Email Marketing Tools to request, collect or send any non-public or personally identifiable information about another user or any other person without their express prior written consent (or the parent’s consent in the case of a minor), illegal information, or any other information you do not have the right to request, collect or distribute;
4. Use the Email Marketing Tools to send email campaigns that link to or display pornography, other sexually explicit content, illegal goods or services, or any other Content that Ship.com deems inappropriate in its sole discretion;
5. Transmit any message, information, data, text, software or image, or other Content that is not owned by you or legally licensed to you, or is unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, libelous, or otherwise objectionable which may violate another’s right of privacy or publicity;
6. Send through the Email Marketing Tools any unethical, false or misleading advertising, promotions, or sales efforts and practices;
7. Post or transmit any Content that contains a virus or corrupted data;
8. Post or transmit any Content that contains a virus or corrupted data;
9. Use third party email addresses, domain names, or mail servers without proper permission;
10. Send emails to non-specific addresses (e.g., webmaster@domain.com or info@domain.com) or distribution lists, newsgroups, publicly available press or media addresses or purchased email addresses;
11. Send emails that result in an unacceptable number of Spam or UCE complaints (even if the emails themselves were not actually Spam or UCE);
12. Disable or fail to include a working “unsubscribe” link in every email, which allows the Recipient/s to remove themselves from your mailing list. Each such link must remain operational for at least 60 days after the date on which you send the message, and you agree that you will not remove, disable or attempt to remove or disable the link;
13. Disable or fail to comply with any request from a Recipient to be removed from your mailing list within seven (7) calendar days of receipt of the request. You cannot charge a fee, require the Recipient to give you any personally identifiable information beyond an email address, or make the Recipient take any step other than sending a reply email or visiting a single page on an Internet website as a condition for honoring an unsubscribe request. As required under the U.S. CAN-SPAM Act and other applicable laws, you acknowledge that you are responsible for maintaining and honoring the list of unsubscribe requests following termination of your account, for any;
14. Disguise the origin or subject matter of any email or falsify or manipulate the originating email address, subject line, headers, or transmission path information for any email. For any email or message sent by you using the Email Marketing Tools, (a) the “from” line must accurately and in a non-deceptive manner identify your identity or your organization’s identity; and (b) the “subject” line of your email must relate to the email’s actual content and must not contain any deceptive or misleading content regarding the overall subject matter of the email message. You agree that you are the sole or designated sender of any email you send through the Email Marketing Tools, pursuant to any law or act applicable to your use of the Email Marketing Tool (e.g., U.S. CAN-SPAM Act of 2003, Canada’s Anti-Spam Legislation, S.C. 2010, c. 23 and Directive 2003/58/EC of the European Parliament and of the Council of 12 July 2002), and as such you are required to comply with such laws and any other laws in other jurisdictions that apply to your use of the Email Marketing Tools, and be responsible for any violation of any such applicable laws.
15. Include “junk mail”, “chain letters”, “pyramid schemes”, incentives (e.g., coupons, discounts, awards, or other incentives) or other material in any email that encourages a Recipient to forward the email to another recipient; or
16. Fail to comply with export and import regulations for the U.S. and other countries.
Some industries yield higher than normal abuse rates for Spam. Thus, you may not use the Email Marketing Tools, if you intend to use such service for the following:
- Pharmaceutical products;
- Make money online, “get rich schemes”, and lead generation opportunities;
- Online trading, day trading tips, or stock market-related content;
- Mortgage and loan content;
- Nutritional, herbal and vitamin supplements;
- Gambling services, products, or tips
- Credit repair and get out of debt opportunities; and
- Counterfeit or “knock-off” products.
It is your responsibility to ensure that the Content you put in your emails does not violate these Email Marketing Guidelines. Although Ship.com has no obligation to do so, we may monitor your account to ensure compliance with these Terms and operation within the acceptable industry standards. In our sole discretion, we reserve the right to block emails, remove Content, or prohibit use of the Email Marketing Tool that may be in violation of the foregoing or of these Terms (including SendGrid Terms, as defined below). You understand and agree that we and any applicable third party that supports, posts, publishes or distributes your emails and Content also has the right to reformat, edit, monitor, reject, block or remove any of your emails and Content and suspend or terminate the Email Marketing Tool, in whole or in part, permanently or temporarily. In no case will the foregoing make us responsible or liable to you for compliance with any such laws or obligations, for which you remain solely responsible and liable.
When using the Email Marketing Tool, you agree that any emails and messages and Content contained therein are non-confidential, and you automatically grant or warrant that the owner of such Content or intellectual property has granted to us (or sub-licensed to us through you) a non-exclusive, royalty-free, perpetual, transferable, worldwide license, with the right to sublicense, to use, reproduce, create derivative works from, modify, publish, edit, translate, distribute, perform and display such Content or intellectual property in any manner or in any media now known or hereafter created, including in connection with our marketing and promotional activities.
To the extent permitted by law, we may make and preserve copies of all Customer Information as necessary to provide the Email Marketing Tool and for internal back-up and other legal or regulatory purposes. However, we are not obligated to preserve copies of your Customer Information, emails and messages, Content or other data. You are responsible for backing up your Customer Information.
Payment Terms
OVERVIEW
These terms apply to you if you use Ship.com’s payment processing services such as our Invoicing Tools.
To learn more about our privacy practices, please see our privacy notices.
By using Ship.com, Inc. (“Ship.com,” “we,” “our,” or “us”) payment processing services (“InvoicingTools”), you agree to be bound by the General Terms of Service (“Terms”), these additional terms and conditions (“Payment Terms”) and all other terms, policies and guidelines applicable to the Tools (as defined in the Terms) used. If you are using the Invoicing Tools on behalf of a business, that business accepts these terms and you represent to us that you have authority to bind that business or entity to these terms. Invoicing Tools may only be used for business purposes in the fifty states of the United States of America and the District of Columbia. Defined terms will have the same meaning as those found in the Terms, unless otherwise re-defined herein.
Invoicing Tools
1. Our Role
Ship.com is a payment facilitator that allows you to accept Cards from customers for the payment for goods and services. We are not a bank and do not offer banking services. Our Invoicing Tools allow you to accept payments from any US-issued and most non-US issued credit, debit, prepaid, or gift cards (“Cards”) bearing the trademarks of American Express Travel Related Tools Company, Inc. (“American Express”), DFS Tools, LLC (“Discover”), MasterCard International Inc. (“MasterCard”) and Visa Inc. (“Visa”) (collectively, the “Networks”). You are not required to accept any card brand as a condition of receiving the Invoicing Tools. We may remove or add Cards that we accept at any time without prior notice.
In order to serve in this role, we must enter into agreements with Networks, processors and acquiring banks. The Networks require that any person that signs up for a Ship.com Account to use Invoicing Tools (a “Seller”) and processes more than Network specified amounts of Cards sales enter into an agreement directly with Ship.com’s acquiring banks. By accepting or otherwise agreeing to these Payment Terms, you agree to the terms and conditions of the applicable “Commercial Entity Agreement” effective as of the date you process such specified amounts or as otherwise required by Ship.com’s acquiring banks. If you fail to agree to any “Commercial Entity Agreement”, we may suspend or terminate your Ship.com Account. Similarly, if American Express considers you to be a high value customer, it may require that you maintain your agreement directly with American Express and designate Ship.com as your agent for American Express payments. If that is the case, we will notify you of such requirements.
2. Your Authorization for Settlement of Funds and for Ship.com to Recover Funds
In connection with the Invoicing Tools, you authorize us to act as your agent for the purposes of holding, receiving, and disbursing funds on your behalf. Your authorization permits us to generate a paper draft or an electronic funds transfer to settle the proceeds of each Card transaction that you authorize, less any applicable Fees (as defined in Section 4) (“Funds”). Your authorizations will remain in full force and effect until the closure or termination of your Ship.com Account, or the disbursement of all funds held on your behalf. Our receipt of transaction funds satisfies your customer’s obligations to make payment to you. We will remit to you funds actually received by us on your behalf, less amounts owed to us, subject to any Chargeback provisions (as defined in Section 17-20) or Balance (as defined in Section 13) withheld or applied.
In addition, by using the Invoicing Tools, you authorize us to recover funds from you in accordance with these Payment Terms, the Terms and any other agreement you have with us (“Recovery Authorizations.”). Recovery Authorizations include your authorization of Ship.com to debit, charge, setoff against and otherwise recover funds from any connected Ship.com Account, any Balance (as defined in these Payment Terms) any Balance (as defined in these Payment Terms), any payment instrument, linked bank, depository, postage, and other account registered in your Ship.com Account.
Further, in the event that any attempt to recover funds from you should fail, Recovery Authorizations include your grant to Ship.com of new, original authorizations to recover all or less than all of the amount you owe us and/or belong to us. Recovery Authorizations include all authorizations to take the above steps without prior notice to you and irrespective of whether we have made demand under these Payment Terms, the General Terms or any other agreement you have with us; and whether the obligation is contingent, matured or unmatured. Recovery Authorizations include all authorizations to take the above steps in complete compliance with the Network Rules (as defined in these Payment Terms) and the National Automated Clearing House Association -The Electronic Payments Association Operating Rules and Guidelines (“NACHA Rules”). You agree that your grant of Recovery Authorizations to us has the same legal effect as if you had signed a paper containing the same terms.
3. Unsupported Industries
You may not use the Invoicing Tools for the following businesses or business activities: (1) any illegal activity or goods, (2) paraphernalia that may be used for illegal activity (3) buyers or membership clubs, including dues associated with such clubs, (4) credit counseling or credit repair agencies, (5) credit protection or identity theft protection services, (6) direct marketing or subscription offers or services, (7) infomercial sales, (8) internet/mail order/telephone order pharmacies or pharmacy referral services (where fulfillment of medication is performed with an internet or telephone consultation, absent a physical visit, including re-importation of pharmaceuticals from foreign countries), (9) unauthorized multi-level marketing businesses, (10) inbound or outbound telemarketers, (11) prepaid phone cards or phone services, (12) rebate based businesses, (13) up-sell merchants, (14) bill payment services, (15) betting, including lottery tickets, sports related gambling, casino gaming chips, off-track betting, and wagers at races, (16) manual or automated cash disbursements, (17) prepaid cards, checks, insurance or other financial merchandise or services, (18) sales of money-orders or foreign currency, (19) wire transfer money orders, (20) high-risk products and services, including telemarketing sales, (21) automated fuel dispensers, (22) adult entertainment oriented products or services (in any medium, including internet, telephone, or printed material), (23) sales of firearms, firearm parts or hardware, and ammunition; or weapons and other devices designed to cause physical injury (24) internet/mail order/telephone order of age restricted products (e.g., tobacco), (25) occult materials and services, (26) hate or harmful products, (27) escort services, or (28) bankruptcy attorneys or collection agencies engaged in the collection of debt.
4. Our Fees
You agree to pay the applicable fees as described in your Dashboard (“Fees”) for use of the Invoicing Tools. All Fees are charged at the time we process a transaction and are deducted first from the transferred or collected funds and thereafter from the Balance (as defined in Section 14) in your Ship.com Account. You also grant us Recovery Authorizations, which we may utilize to recover fees you owe us. Subject to the Terms and these Payment Terms, we reserve the right to change the Fees upon reasonable advance notice. All Balances and all Fees, charges, and payments collected or paid through the Invoicing Tools are denominated in US dollars.
5. Processing Errors
We will attempt to fix processing errors we discover. If an error results in your receipt of fewer funds than you are entitled, we will credit your Ship.com Account for the difference. You grant us Recovery Authorizations concerning processing errors. If an error results in your receipt of more funds than you are entitled, Ship.com may recover the extra funds from you. We will only correct transactions that you process incorrectly if you notify us of such an error. Your failure to notify us of a processing error within thirty (30) days of when it first appears on your electronic transaction history will be deemed a waiver of any right to amounts owed to you.
Payment Account Setup
6. Ship.com Account Registration for Invoicing Tools
You must open a Ship.com Account to access any Funds. You confirm that you are either a legal resident of the United States, a United States citizen, or a business entity authorized to conduct business by the state(s) in which you operate and that you are an authorized signatory for the business you represent. You must use your or your business’ true and accurate name when opening a Ship.com Account.
7. Underwriting and Identity Verification
Ship.com will review the information you submit while signing up for the Invoicing Tools. You authorize Ship.com to request identity verifying information about you, including a consumer report that contains your name and address. Ship.com may periodically obtain additional reports to determine whether you continue to meet the requirements for a Ship.com Account. You permit Ship.com to share information about you and your application (including whether you are approved or declined), and your Ship.com Account with your bank or other financial institution, or as otherwise specified in the Privacy Notice. Ship.com or its processor and/or acquiring bank may conclude that you will not be permitted to use the Invoicing Tools.
8. Requests for Additional Information
Ship.com may request additional information from you at any time. For example, Ship.com may ask you to present invoices from your suppliers, a government issued identification such as a passport or driver’s license, a business license, or other information.
Use of Your Ship.com Account for Invoicing Tools
9. Access to Funds
We will settle Funds to your verified bank account or other account approved by Ship.com, subject to a payout schedule. If Ship.com is not able to debit or credit the bank account you link to your Ship.com Account, that bank account will be de-linked from your Ship.com Account.
10. Payout Schedule
Ship.com will automatically initiate a payout of Funds to your valid, linked US bank account at the beginning of the next business day at 10 AM PT (1 PM ET). You can see the payout schedule for your Funds here.
11. Availability of Funds
We may defer payout or restrict access to your Funds if we need to conduct an investigation or resolve any pending dispute related to your use of the Tools, or in accordance with our Terms. We also may defer payout or restrict access to your Funds as necessary to comply with applicable law or court order, or if requested by any governmental entity.
12. Ship.com Account History
When a payment is made to your Ship.com Account, we will update your Ship.com Account activity on the website. Summaries of your Ship.com Account activity, including monthly statements, are available on our website for up to one year of account activity. Except as required by law, you are solely responsible for (a) compiling and retaining permanent records of all transactions and other data associated with your Ship.com Account and your use of the Invoicing Tools, and (b) reconciling all transactional information that is associated with your Ship.com Account. If you believe that there is an error or unauthorized transaction activity is associated with your Ship.com Account, you must contact us immediately
13. Balance for Holding Funds
We may withhold funds by temporarily suspending or delaying payouts of Funds to you and/or designate an amount of funds that you must maintain in your Ship.com Accounts or in a separate reserve account (a “Balance”) to secure the performance of your obligations under any agreement between you and Ship.com. The Balance may also be used to satisfy Ship.com’s obligations to hold or remit funds as required by any creditor or governmental authority, including levies, liens, or garnishments. We may require a Balance for any reason related to your use of the Tools. The Balance will be in an amount as reasonably determined by us to cover potential losses to Ship.com. The Balance may be raised, reduced or removed at any time by Ship.com, in its sole discretion, based on your payment history, a credit review, the amount of any arbitration award or court judgment against you in Ship.com’s favor, or otherwise as Ship.com or its processor may determine or require. If you do not have sufficient funds in your Balance, we may fund the Balance from any funding source associated with your Ship.com Accounts, including any funds (a) transferred by you, (b) due to you, or (c) available in your bank account, or other payment instrument registered with us. You grant us a security interest in and lien on any and all funds held in any Balance, and also authorize us to make any withdrawals or debits from the Balance or any bank account linked to any of your Ship.com Accounts, without prior notice to you, to collect amounts that you owe us. You will execute any additional documentation required for us to create, perfect our security interest in any funds in the Balance. This security interest survives for as long as we hold funds in your Balance.
14. Our Set-off Rights; Security Interest
You grant us a security interest in, as well as a right of setoff against, and assign, convey, deliver, pledge and transfer to us, as security for repayment of any obligations due under these Payment Terms and any other agreement you have with us, all of your right, title, and interest in and to all of your accounts with us. You will execute any additional documentation required for us to create, perfect, or maintain our security interest. You grant us Recovery Authorizations concerning funds you are obligated to repay us. You authorize us to administratively freeze or direct any third party bank holding the account to freeze all such accounts to allow us to protect our security interest, collection, charge and setoff rights as provided for in this section.
Your failure to fully pay amounts that you owe us on demand will be a breach of these terms. You are liable for any of our costs and expenses associated with collection in addition to any amounts owed, including attorneys’ fees and other legal expenses, collection agency fees, and any applicable interest.
15. Dormant Ship.com Accounts
If you do not process payments through your Ship.com Account for an extended period of time or have not linked a valid bank account, you may have a Balance that is deemed “unclaimed” or “abandoned” under your state’s law. If this occurs, Ship.com will provide you with notice as required by applicable law and instructions for how to transfer your Balance. If funds still remain in your Ship.com Account, Ship.com will escheat such funds as required by applicable law or, as permitted, to Ship.com.
Chargebacks
17. Your Liability for Chargebacks
There may be times when your customer may not be the authorized user of the Card or your customer may otherwise contest the transaction. In these instances, the amount of a transaction may be reversed or charged back to your Ship.com Accounts (a “Chargeback”) if the transaction (a) is disputed, (b) is reversed for any reason by the Network, our processor, or a customer or its financial institution, (c) was not authorized or we have any reason to believe that the transaction was not authorized, or (d) is allegedly unlawful, suspicious, or in violation of the Terms or these Payment Terms. You agree to comply with the Chargeback process and to the liability associated with such Chargebacks.
18. Our Collection Rights for Chargebacks
For any transaction that results in a Chargeback, we may withhold the Chargeback amount in a reserve. You grant us Recovery Authorizations concerning Chargebacks pursuant to which we may recover the amount of any Chargeback and any associated Fees, fines, or penalties listed in the Chargeback, or assessed by a Network or our processor. If you have pending Chargebacks, we may delay payouts from your Ship.com Account. Further, if we reasonably believe that a Chargeback is likely with respect to any transaction, we may withhold the amount of the potential Chargeback from payments otherwise due to you until such time that (a) a Chargeback is assessed due to a customer complaint, in which case we will retain the funds, (b) the period of time under applicable law or regulation by which your customer may dispute that the transaction has expired, or (c) we determine that a Chargeback on the transaction will not occur. If we are unable to recover funds related to a Chargeback for which you are liable, you agree to pay us the full amount of the Chargeback immediately upon demand. You agree to pay all costs and expenses, including attorneys’ fees and other legal expenses, incurred by us for the collection of all amounts unpaid by you.
19. Excessive Chargebacks
If we believe you might incur, or you are incurring, an excessive amount of Chargebacks, we may establish additional conditions governing your Ship.com Account, including establishing new processing fees, creating a reserve in an amount reasonably determined by us to cover anticipated Chargebacks and related fees, delaying payouts, or terminating or suspending the Invoicing Tools.
20. Contesting Chargebacks
You will assist us when requested, at your expense, to investigate any of your transactions processed through the Invoicing Tools. To that end, you permit us to share information about a Chargeback with the customer, the customer’s financial institution, and your financial institution in order to investigate and/or mediate a Chargeback. We will request necessary information from you to contest the Chargeback. We may also use any Content you upload through the Tools to respond to Chargebacks on your behalf. If the Chargeback is contested successfully, we will release corresponding reserved funds to your Ship.com Account. If a Chargeback dispute is not resolved in your favor by the Network or issuing bank or you choose not to contest the Chargeback, we may recover the Chargeback amount and any associated fees as described in these terms. You acknowledge that your failure to assist us in a timely manner when investigating a transaction, including providing necessary documentation within fifteen (15) days of our request, may result in an irreversible Chargeback. We reserve the right, upon notice to you, to charge a fee for mediating and/or investigating Chargeback disputes.
Compliance with Network Rules and Laws
21. Restricted Use
You will not act as a payment facilitator or otherwise resell the Invoicing Tools to any third party. You will not use the Invoicing Tools to handle, process or transmit funds for any third party. You also may not use the Invoicing Tools to process cash advances.
22. Unauthorized or Illegal Use
You will only accept Cards for transactions that are allowed by applicable law. We may decide to refund and/or to decline to authorize or settle any transaction that you submit to us if we believe that the transaction is in violation of these terms or any other agreement with Ship.com, or that it exposes you, your customers, other Ship.com Sellers, our processors or Ship.com to harm. Harm includes fraud and other criminal acts. If we suspect that your Ship.com Account has been used for an unauthorized, illegal, or criminal purpose, you give us express authorization to share information about you, your Ship.com Account, and any of your transactions with law enforcement and, as deemed necessary by Ship.com, our payment processing and financial institution partners.
23. Assignment of Receivables
With the exception of your participation in a merchant cash advance or other similar merchant financing programs, including Ship.com Capital, or as otherwise required by applicable law, you will not assign Card receivables or proceeds due to you under these terms to any third party.
24. Applicable Network Rules
By using the Invoicing Tools, you agree to comply with all applicable bylaws, rules, and regulations set forth by the Networks (“Network Rules”). The Networks amend their rules and regulations from time to time. Ship.com may be required to change these terms in connection with amendments to the Network Rules. Significant portions of the Network Rules are available to the public at https://visa.com, https://www.mastercard.com, and https://www.americanexpress.com/merchantopguide. In the event of inconsistency between a Network Rule and these Payment Terms, and except as otherwise agreed between Ship.com and the Network, the Network Rule shall apply. You also agree to be bound by any applicable NACHA Rules.
25. Taxes
You are responsible for determining any and all taxes assessed, incurred, or required to be collected, paid, or withheld for any reason for your use of the Invoicing Tools (“Taxes”). You also are solely responsible for collecting, withholding, reporting, and remitting correct Taxes to the appropriate tax authority. We are not obligated to, nor will we determine whether Taxes apply, or calculate, collect, report, or remit any Taxes to any tax authority arising from any transaction. Ship.com specifically disclaims any liability for Taxes. If in a given calendar year you process more than the applicable reporting threshold according to the Internal Revenue Tool (“IRS”) and/or state and local governments in gross amount of payments and/or more than the applicable number of payments threshold according to the IRS and/or state and local governments, Ship.com will be required by law to report information about you and your use of the Invoicing Tools to the IRS. For purposes of determining whether you have met the IRS and/or state and local government reporting threshold, the gross amount does not include any adjustments for credits, cash equivalents, discount amounts, fees, refunded amounts or any other amounts. Whether you reach the applicable gross amount in payments or more than the applicable number of payments, this will be determined by looking at the taxpayer identification number (“TIN”) associated with your Ship.com Account.
26. Network Logos and Marks
Your use of Network logos and marks (“Network Marks”) is governed by the Network Rules; you must familiarize yourself with and comply with these requirements. The Networks are the sole and exclusive owners of their respective Network Marks. You will not contest the ownership of the Network Marks, and any Network may prohibit you from using its Network Marks for any reason and at any time. Ship.com may require you to make modifications to your Website or other advertising and signage in order to comply with Network Rules related to the Network Marks.
27. PCI Compliance
If you store, process or transmit cardholder data, you will comply with the applicable Payment Card Industry Data Security Standards (PCI-DSS), as well as any requirements under the Network Rules. You will cooperate in forensic investigations as required by Ship.com or its partners. For additional information, including tools to help you assess your compliance, see http://www.visa.com/cisp and https://www.mastercard.com/sdp.
28. Failure to Comply with Network Rules or Security Standards
You understand that your failure to comply with the Network Rules or the PCI-DSS security standards, including the compromise of any Card information, may result in fines or other losses to Ship.com. You will indemnify us and reimburse us immediately for any fines or losses directly or indirectly caused by your and your agents’ actions.
Your Additional Obligations
29. Customer Tool
You are solely responsible for all customer service policies and issues relating to your goods or services, including pricing, order fulfillment, cancellations or no shows by you or a customer, returns, refunds and adjustments, rebates, functionality and warranty, technical support, and feedback concerning experiences with your personnel, policies or processes. In performing customer service, you will always present yourself as a separate entity from us. As between you and us, we are solely responsible for customer service issues relating to any Ship.com Account, payment, Card processing, debiting or crediting.
30. Refunds and Returns
By accepting Card transactions through the Invoicing Tools, you agree to process returns of, and provide refunds and adjustments for, your goods or services through your Ship.com Account in accordance with these Payment Terms and Network Rules. Network Rules require that you disclose your return or cancellation policy to customers at the time of purchase. The amount of the refund/adjustment must include any associated taxes required to be refunded and cannot exceed the amount shown as the total on the original sales data except by the exact amount required to reimburse the customer for postage that the customer paid to return merchandise. If your refund policy prohibits returns or is unsatisfactory to the customer, you may still receive a Chargeback relating to such sales. You can process a refund through your Ship.com Account up to ninety (90) days from the day you accepted the payment. If your available Ship.com Balance is insufficient to cover the refund, we may exercise any of our rights set forth in Section 2, including withdrawing up to the requested refund amount (the sale amount minus the initial transaction fee) from a payment instrument registered with your Ship.com Account or any connected Ship.com Account, including any Balance or reserve, and crediting it back into your customer’s Card. The Fees are also refunded by Ship.com, so the full purchase amount is always returned to your customer. Ship.com has no obligation to accept any returns of any of your goods or services on your behalf.
31. Additional Indemnity
In addition to Section 15 of the Terms, you will indemnify, defend, and hold us and our processors (and our respective employees, directors, agents, affiliates and representatives) harmless from and against any and all claims, costs, losses, damages, judgments, Tax assessments, penalties, interest, and expenses (including reasonable attorneys’ fees) arising out of any claim, action, audit, investigation, inquiry, or other proceeding instituted by a person or entity that arises out of or relates to any transaction submitted by you through the Invoicing Tools (including the accuracy of any content or product, service, or transaction information that you provide or any claim or dispute arising out of products or services offered or sold by you).
32. Additional Representations, Warranties, and Covenants
In addition to Section 16 of the General Terms, with each Card transaction you process through the Invoicing Tools, you represent, warrant and covenant to us that: (a) the Card transaction represents a bona fide sale; (b) the Card transaction accurately describes the goods and/or services provided to the customer; (c) you will fulfill all of your obligations to the customer and will resolve any dispute or complaint directly with the customer; (d) you and the Card transaction comply with all federal, state, and local laws, rules, and regulations applicable to you and your business, including any applicable tax, wage and hour, and tip laws and regulations; (e) except in the ordinary course of business, you are not submitting a transaction that represents a sale to any principal, partner, proprietor, or owner of your entity; and (f) you are not submitting a transaction involving your own Cards (except for reasonable test swipes).
Termination of Invoicing Tools
33. Termination of Invoicing Tools
Ship.com may Terminate your use of the Invoicing Tools at any time for any reason. Any termination of these terms does not relieve you of obligations to pay Fees or costs accrued prior to the termination, Chargebacks, and any other amounts owed to us as provided in these Payment Terms or the Terms of Tool. If your access to Invoicing Tools has been terminated, you may still be permitted to use Ship.com’s other products, subject to our discretion.
34. Invoicing Tools Upon Closure of Your Ship.com Account
Closure of your Ship.com Account will cancel any pending transactions. Any funds that we are holding in custody for you at the time of closure, less any applicable Fees, will be paid out according to your payout schedule, subject to the other conditions in these Payment Terms. If an investigation is pending at the time you close your Ship.com Account, we may hold your funds as described herein. If you are later determined to be entitled to some or all of the funds, we will release those funds to you.