Terms of Service
Last Updated October 10, 2022
Welcome to DesktopShipper! Please read these Terms of Service carefully.
THESE TERMS INCLUDE A CLASS ACTION WAIVER AND AN ARBITRATION PROVISION THAT GOVERNS ANY DISPUTES BETWEEN YOU AND DESKTOPSHIPPER.
If you have any questions about these Terms or our Services, please contact us on the Site or call 877-331-4001.
By visiting the Site or using our Services, you agree to be unconditionally bound by these Terms. You accept the Terms by clicking to accept or agree to the Terms where this option is made available to you over the phone or chat or in any agreement, electronic form, or the user interface for any Service we offer, or by visiting the Site or using another Service. If you are using or accessing the Services on behalf of a company or other entity (“Entity”), you represent, agree, and warrant that you are authorized to act on behalf of the Entity and to bind such Entity to these Terms. ACCEPTANCE OF THESE TERMS IS REQUIRED FOR USE OF OUR SERVICES AND ANY USE OF OUR SERVICES SHALL CONSTITUTE ACCEPTANCE OF THESE TERMS. You must be of legal age and capacity to form a binding contract to accept the Terms. If you do not agree with any of these Terms, do not access the Site or use our Services.
This section governing subscriptions applies to you only if you sign up for a subscription to use our software-as-a-service (“Subscription”) as a registered customer (“Customer”). Your Subscription begins the day you sign up for Services. We reserve the right to change the Subscription we offer to Customers or adjust pricing for our Services or any components thereof in any manner and at any time.
Registration. To become a Customer, you must first register with DesktopShipper, create an account, and select an available Service. You must be at least 18 years old to register with us. Some Services may not be available to all Customers. We will explain which Services are available to you during the sign-up process. You are responsible for maintaining the confidentiality of any login and password issued by DesktopShipper to you to use the Services, and you are responsible for all activities that occur using your access credentials. Admin Users can create, delete, or modify additional registered users accessing or using the Services by, through or in connection with the same Customer Subscription (“Users”) with varying user-level permissions. DesktopShipper reserves the right to cancel your account for lack of use, lack of payment, or breach of these Terms.
Subscription Fees. Our Fees include: (a) the monthly or annual fee for the Subscription you select (“Subscription Fee”), overage fees if a Customer exceeds the shipment volume associated with their selected Subscription plan in a given month (“Overage Fee”), a one-time fee if the Customer requires support configuring their account or integrations at the onset of the Customer relationship (“Implementation Services Fee”), and additional Services you choose to add to your Subscription (i.e., consolidator services, Inventory services when available, Third Party Insurance, custom development) (“Add-On Services”). Costs incurred by for third-party postage rates may be included in the Overage Fee, as applicable. Fees are quoted in United States Dollars.
If you sign up as a Customer, you agree to use the Services only as permitted by these Terms and to pay the Fees associated with the Services to which you subscribe. You must pay the Fees associated with your Subscription as well as any and all applicable sales and use taxes for the purchase of your Subscription based on the address that you provide when you register as a Customer. Billing for your subscription starts on the day you sign up, even if some Services are not immediately available. You will be billed for each calendar day of your subscription including a full calendar day on the day you sign up.
Paid Fees are not eligible for a refund except as expressly provided herein or by DesktopShipper policy. If you remove an Add-On Service, to be considered or a refund you must submit a refund request for the current month’s billing to DesktopShipper within five business days of your bill date. We reserve the right to change Fee amounts, volume limits, or other features of any Subscription plan we offer at any time by giving you notice through the Site.
Promotions. You may be eligible for our Services at a promotional rate, applied either as (i) a special one-time offer or (ii) an ongoing benefit offered by your professional association or an organizational with which you are a member. A maximum of one one-time offer and one ongoing benefit may be applied to your account at a time. You cannot combine or stack multiple one-time offers or multiple ongoing benefits. Additional limitations may apply to your use of a promotion, which we will explain to you when you apply a promotion to your account.
Free Trial. If you signup as part of a free trial offer, you will not be charged a Subscription Fee for the period of the free trial, but you will be responsible for postage, private carrier fees, package insurance, or other special services that you select. If you continue your Subscription beyond the free trial period, your account will be converted to a paid Subscription and your payment method service will be automatically charged for the applicable Fees.
Payment Method. To receive a Subscription, you must maintain a valid payment method on file with us. You agree that we may charge your payment method for the Fees due hereunder, any sales and use taxes, and any late fees or interest (as described below). You represent and warrant that the payment information you provide to us is correct and accurate and you are using a form of payment that you are legally authorized to use for this purpose. You agree that you are solely liable for any payment or credit card fraud, abuse or unauthorized use by you or others. DesktopShipper reserves the right to verify the credit of any persons or companies applying for a Subscription.
Late Payment. If you do not pay on time or if we cannot charge the payment method you have on file for any reason, we reserve the right to either suspend or terminate your access to the Services. In addition, if any payment is not received within 30 days after the due date, then we may charge a late fee of $10 and we may assess interest at the rate of 1.5% of the outstanding balance per month (18% per year), or the maximum rate permitted by law, whichever is lower, from 30 days after the due date until the date paid. If your unpaid fees are referred to an attorney or collections agency, you shall pay all reasonable attorney’s fees or collections agency fees. Returning Customers must pay any unpaid balance, including any late fees, before receiving Services.
Risk of Loss; Taxes. The risk of loss and title for non-postage products purchased from DesktopShipper passes to you upon our delivery of the purchase to our common carrier for delivery to you. Sales tax is not collectible on the purchase of postage. If required by applicable law, sales, use, and other taxes may be charged or collected on non-postage purchases and service fees. You are responsible for the payment of all sales, use, or other taxes owed on products or taxable items purchased or utilized regardless of whether such taxes are collected by DesktopShipper at the time of purchase.
As a Customer, the duration of your contract with DesktopShipper (“Customer Contract”) is 30 days or for the duration listed for the Subscription you selected (the “Customer Term”). Your Customer Contract starts the day you sign up and automatically renews at the end of each Customer Term unless cancelled or changed as provided in these Terms. You acknowledge that your and our obligations under the Customer Contract begin anew with each renewal of a Customer Term, and DesktopShipper owes you no obligation beyond each successive Customer Term. You may cancel your Customer Contract at any time by contacting DesktopShipper Support.
Regulatory Requirements. As a Customer, you represent and warrant that you will: (i) provide with your shipments any necessary customs and export documents or data; (ii) comply with all applicable regulations, export control and customs laws and regulations and restrictions; (iii) comply with applicable BIS and OFAC requirements for shipments destined for Cuba, as applicable; (iv) use software as provided by DesktopShipper to provide address labels and customs declarations; (v) comply with all mailability and shipment requirements of DesktopShipper and its third-party carriers; (vi) not ship hazardous, dangerous, or otherwise prohibited items while utilizing United States Postal Services (“USPS”) Priority Mail Express International®, Priority Mail International®, and First-Class Package International Service®; (vii) not provide false information to access lower or different shipment rates, features, or options; and (viii) notify DesktopShipper of any criminal, civil, or other actions related to your violations of export controls, customs, or other regulatory laws, and you will acknowledge responsibility therefore if you fail to provide us such notification. You agree that: (a) it is your sole responsibility to perform in accordance with your representations and warranties in this section and (b) civil or criminal penalties may apply to your noncompliance with the requirements of this section.
Shipments and Deliveries. You acknowledge and agree that: (a) service interruptions or suspensions may occur with certain third-party carriers and you agree to not attempt to tender shipments through those carriers when service suspensions occur; (b) customs duties and taxes applicable to each shipment are the responsibility of the addressee; (c) we offer no guarantee that shipments will be delivered to the correct address or at a particular time and cannot and will not be liable to you for any third-party carrier’s failure to deliver a shipment to the correct address or at any particular time; and (d) USPS may be required to use an alternative delivery service provider for your foreign shipment, and in such case, your shipment may be processed subject to alternative preparation requirements or terms and conditions.
Cancellation. DesktopShipper may in our sole discretion cancel your Customer Contract at any time by giving you notice via the Services, these Terms, or otherwise in writing. Except as otherwise provided herein, any cancellation of your Customer Contract is effective at the end of the then-current Customer Term. Cancellation of your Customer Contract terminates your and DesktopShipper’s obligations described under the Subscriptions and Customer Contract sections and any other agreements executed between DesktopShipper and you as a Customer; however, the remainder of these Terms shall remain in full force and effect until terminated as provided under the Termination section.
DesktopShipper may make an Application Program Interface (“API”) available to Customers at our sole discretion. Customers with API access may use the API to access their DesktopShipper account. Any use of the API, including use of the API through a third-party product that accesses the Services, is bound by these Terms, plus the following specific terms:
DesktopShipper will not be liable for any direct, indirect, incidental, special, consequential, or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data, or other intangible losses (even if we have been advised of the possibility of such damages), resulting from Your use of the API or third-party products that access data via the API;
Abuse or excessively frequent requests to the Services via the API may result in the temporary or permanent suspension of your account’s access to the API. We will, in our sole discretion, determine abuse or excessive usage of the API and we will make a reasonable attempt via email to warn you (or that account holder if that is not you) prior to suspension.
DesktopShipper reserves the right at any time to modify or discontinue, temporarily or permanently, your access to the API (or any part thereof) with or without notice.
THIRD-PARTY TERMS AND CONDITIONS
You are responsible for following the terms and conditions of all carriers and partners accessed through the Services. Use of carrier services via the Services is at your own risk. We are not responsible for your use of carrier services. Your use of carrier services is as a direct customer of the specific carrier of your choosing, and you agree to be bound by the terms and conditions of that carrier for use of services, including the payment of any fees associated and a carrier’s right to open, inspect and assess your package before and after collection.
Ownership. Unless otherwise expressly indicated, the information contained on our Services, including but not limited to all images, illustrations, designs, photographs, video clips, text, graphics, icons, designs, software code, written information and screens appearing in the Services, and other materials, as well as names, logos, taglines, trade dress, and other trademarks, on the Site or in our other Services, are copyrights, trademarks, trade dress or other intellectual property (collectively, the “Contents”) owned, controlled, or licensed by DesktopShipper or its affiliates, or are the property of their respective owners. The Contents are protected by U.S. and foreign copyright, trademark, trade dress, or other proprietary right laws and international conventions. Without limiting the foregoing, you acknowledge that the trademarks and service marks “Priority Mail Express International®,” “Priority Mail International®,” and “First-Class Package International Service®,” and the acronyms “PMEI™,” “PMI™,” and “FCPIS®” are owned, controlled, or licensed by the United States Postal Service (USPS).
No license to or regarding any of the Contents is granted in connection with your use of the Services. You understand that your use of the Services does not authorize you to use any Contents in any manner other than specifically authorized by these Terms. You may not use our Contents in any way that might confuse or that disparages us. Any other use of the Contents in the Services including reproduction for purposes other than as noted herein, without our prior written permission, is strictly prohibited. Only a duly authorized officer of DesktopShipper may grant permission or a license to use any of our Contents; any attempted grant or similar promise by anyone other than a duly authorized officer of DesktopShipper is invalid.
Copyright. You do not have permission to copy, reproduce, make derivative works from, distribute, republish, download, display, perform, post electronically or mechanically, transmit, record, or mirror any of the Contents without the prior written permission of DesktopShipper. You may only display, download, or print the Contents for the purpose of using the Services as an internal or personal business resource.
Trademarks. DesktopShipper, DesktopShipper Cloud, and associated brand names and domain names are trademarks of DesktopShipper. Our trademarks, including names, logos, taglines, trade dress, and other trademarks, may not be copied, imitated, or used, whether in whole, partial or modified form, without the prior written permission of DesktopShipper. You may not use any meta tags or any other hidden text utilizing a DesktopShipper name, trademark, or product name without DesktopShipper’s prior written permission. Third-party trademarks and service marks used in our Services are the property of their respective owners, and we use them with their consent. DesktopShipper and the other licensors of the marks in our Services reserve all rights with respect to all Contents and all intellectual property.
User Contributions. Site visitors, Customers, and Users may have the opportunity to publish, transmit, submit or otherwise post comments, suggestions or feedback, photos, or other materials via the Services (“User Contributions”) that may be accessible and viewable by the public or others. With respect to any User Contributions posted by you, you represent that (a) you created and own the rights to the content, or you have the owner’s express permission to post such content; and (b) the content does not infringe any other person’s or entity’s rights (including, without limitation, copyrights, trademarks, rights of publicity or privacy rights) or violate any applicable laws, rules or regulations, these Terms, or any of our other posted policies. User Contributions must not (i) misrepresent your identity or affiliation with any person or organization; (ii) seek to collect others’ Personal Information by any means; (iii) seek to transmit chain letters, or bulk or junk email; (iv) relate to contests, sweepstakes, or other sales promotions; (v) include information that may be used to track, contact, or impersonate another; (vi) infringe any intellectual property or other proprietary rights of DesktopShipper or any other person; (vii) seek to harm or exploit children; (viii) contain any material that is false, defamatory, libelous, obscene, harassing, discriminatory, profane, or otherwise offensive, damaging, unlawful, or harmful; (ix) violate our or another party’s legal rights, contain any material that could give rise to civil or criminal liability under applicable laws or regulations, or otherwise promote, advocate or assist any illegal activity or unlawful act; or (x) be otherwise objectionable as determined by us at our sole discretion.
You are solely responsible for your User Contributions and the consequences of posting it online. You assume all risks associated with dealing with other users with whom you come in contact through the Services, and, to the extent that the law permits, you release us from any claims or liability related to any User Contributions posted via the Services and from any claims related to the conduct of any other users. We reserve the right, but have no obligation to, monitor, review, screen, post, remove, reject, modify, or store User Contributions at any time and for any reason without notice. We do not endorse any User Contributions, and the User Contributions posted does not reflect our opinions, views, or advice. We take no responsibility and assume no liability for any User Contributions that you or a third-party posts or sends on or through the Services, nor do we assume any liability for any action or inaction regarding transmissions, communications or content provided by any user or third party.
In consideration for your use of the User Contributions features, you grant to DesktopShipper an irrevocable, worldwide, royalty-free, fully paid, sub-licensable, perpetual license to use, reproduce, make derivative works from, distribute, publish, display, or perform such User Contributions in whole or in part, by any and all means and media, in connection with advertising, marketing and promoting DesktopShipper, our products and our Services. You acknowledge that DesktopShipper may modify the User Contributions for any purpose. However, DesktopShipper has no obligation to use any User Contributions, and DesktopShipper’s use of any User Contributions does not create or imply any endorsement of or affiliation with you.
Copyright Infringement/DMCA Notice. We take the rights of others very seriously. If you are concerned that any User Contribution on the Services is improper or infringing, please contact Support. If you would like the User Contribution removed, please provide: (a) a detailed description of the objectionable content, including where it is located on the Services; (b) a statement that you have a good faith belief that the poster does not have permission to use the said objectionable content; (c) a statement that you are the owner, or exclusive agent of the owner, of the objectionable content; (d) your contact information, and; (e) a signed and sworn statement, under penalty of perjury, that your statements above are true to your knowledge.
No Sublicense or Third-Party Use. You may use the Services for your own direct use only. DesktopShipper does not grant you the right to sublicense, resell, offer, or utilize any of the Services to any part for any reason. If we determine, in our sole and absolute discretion, that you have violated the foregoing limitations, we reserve the right to immediately suspend or terminate your access to the Services without notice.
SERVICES USE REQUIREMENTS
Prohibited Use. You are strictly prohibited from using the Services (including the Contents): (i) in a manner that violates any applicable law, rule or regulation; (ii) to promote any goods or services or send communications that are illegal in the place offered to consumers; (iii) to advertise or promote illegal gambling, counterfeit or pirated goods or services, or violate any securities or commodities regulations (such as to support a “pump and dump” scheme); (iv) to defraud, deceive or mislead anyone; (v) to communicate or transmit content that is defamatory, dishonest, obscene, or offensive; (vi) to promote or engage in discrimination, racism, harassment or hate speech against any individual or group; or (vii) to threaten or promote violence.
You agree not to rent, retransmit, disclose, publish, sell, assign, lease, sublicense, market or transfer the Services or any portion thereof or use it in any manner not expressly authorized by these Terms. You further agree not to copy, reverse engineer, translate, port, modify or make derivative works of any portion of the Services. Tampering with the Services, conducting fraudulent activities on the Services and all other illegal activities are prohibited and may subject a user to legal action and/or termination of your access to the Site and/or our Services.
Site Security. You are strictly prohibited from violating or trying to violate DesktopShipper’s security features, such as by: (a) accessing data not intended for you or logging onto a server or an account which you are not authorized to access; (b) attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures unless we expressly authorize that you do so in writing; (c) attempting to interfere with service to any user, host or network, such as by means of submitting a virus to the Site, overloading, “flooding,” “spamming,” “mail bombing” or “crashing”; or (d) sending unsolicited email, including promotions and/or advertising of products or services forging any TCP/IP packet header or any part of the header information in any email or newsgroup posting.
You hereby agree not to use any device, software, or routine to interfere or try to interfere with the proper working of the Services or any activity being conducted via the Services. You further agree not to use or try to use any engine, software, tool, agent or other device or mechanism (including browsers, spiders, robots, avatars, or intelligent agents) to navigate or search the Site or other Services other than the search engine and search agents that we make available via the Services and other than the generally available third-party web browsers. If you violate our system or network security, you may face civil or criminal liability. We will investigate occurrences that may involve such violations. We may involve or cooperate with law enforcement authorities in prosecuting users who are involved in such violations.
Third-Party Software. Some of the Services may be available through or integrated with third party software, applications, or platforms ("Third Party Software"). Third-Party Software usage is subject to compliance with the Terms and is provided for no additional consideration on a non-transferable, limited, revocable, royalty-free basis. You are solely responsible for your use of the Services with any Third Party Software. You understand and agree that: (a) the Third Party Software may have its own terms and conditions of use and privacy policies, and you agree to use the Third Party Software in accordance with all applicable terms and conditions and privacy policies; (b) we do not endorse and is not responsible or liable for the behavior, features, or content of any Third Party Software or for any transaction you may enter into with the provider of any such Third Party Software; and (c) we do not warrant the compatibility or continuing compatibility of the Third Party Software with our Services.
Third-Party Software is owned by and the copyrighted work of DesktopShipper and/or its suppliers. DesktopShipper hereby grants to you a personal, nontransferable license to access the Third-Party Software for viewing and otherwise using the Services in accordance with these Terms, and for no other purpose, provided that you keep intact all copyright and other proprietary notices contained in the Third-Party Software. Any reproduction or redistribution of the Third-Party Software is expressly prohibited by law and may result in severe civil and criminal penalties. Violators will be prosecuted to the maximum extent possible. WITHOUT LIMITING THE FOREGOING, COPYING OR REPRODUCTION OF Third-Party Software TO ANY SERVER OR OTHER LOCATION FOR REPRODUCTION OR REDISTRIBUTION IS EXPRESSLY PROHIBITED. You acknowledge that the Third-Party Software, and any accompanying documentation and/or technical information, is subject to applicable export control laws and regulations of the U.S. you agree not to export or re-export the Third-Party Software, directly or indirectly, to any countries that are subject to U.S. export restrictions.
DesktopShipper will use commercially reasonable efforts to maintain availability of the Services during your subscribed-to times. You agree and understand that there will be times when the Services will not be available, such as scheduled maintenance times; outages; emergency maintenance; unavailability caused by software, hardware, or other Customers; and causes beyond our reasonable control. DesktopShipper will make commercially reasonable efforts to notify you of planned downtime and unavailability of the Services. DesktopShipper is not liable for any delays, interruptions, or other transmission errors resulting from any lack of Service, whether the cause is mentioned in this paragraph, or any lack of Service caused by your device or your internet or wireless service provider.
From time to time, we may, in our sole discretion, develop and provide updates to our Services, which may include upgrades, bug fixes, patches, other error corrections, and/or new features (collectively, including related documentation, “Updates”). Updates may also modify or delete in their entirety certain features and functionality. You agree that we have no obligation to provide any Updates or to continue to provide or enable any particular features or functionality. Based on your device settings, when an internet-connected device is connected to the internet, either (a) the Services will automatically download and install all available Updates; or (b) you may receive notice of or be prompted to download and install available Updates. You agree to promptly download and install all Updates and acknowledge and agree that our Services or portions thereof may not properly operate should you fail to do so. You further agree that all Updates will be deemed part of the Services and be subject to these Terms.
LINKS TO OTHER WEBSITES
Links to websites from the Services are provided solely for your convenience. We are not responsible for the content of any other websites, nor do we make any representations about the content or accuracy of material on any other websites. Inclusion of any linked website on our Site does not imply our approval or endorsement of the website. Please be aware that when you click on links that take you to external websites, you do so at your own risk and you will be subject to their privacy policies and practices and not ours. Any concerns regarding any such website, service, or resource should be directed to the website’s owner or operator.
CONSENT TO DO BUSINESS ONLINE
By accessing our Site, signing up for Services, creating an account with us, or typing your name into any of our electronic forms and indicating your acceptance or submission of information by clicking a box, you consent to (a) DesktopShipper communicating with you electronically; (b) receiving all applications, notices, disclosures, and authorizations (collectively, “Records”) from us electronically; and (c) entering into agreements and transactions using electronic Records and signatures. Please note that federal law treats electronic signatures as having the same legal force and effect as if they were signed on paper by hand, and online contracts have the same legal force as signing an equivalent paper contract in ink. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that such communications be in writing. You must have a computer or other web-enabled device, an internet connection, an active email account, and the ability to receive and read PDF files to conduct business with us electronically. You agree to be responsible for keeping your own Records. If you require assistance with your Records or if you wish to receive Records in paper format or to withdraw your consent to receiving electronic records from us, please contact Support. Agreements and transactions executed prior to this request will remain valid and enforceable.
DesktopShipper extends the following limited warranties:
Services. DesktopShipper represents that the Services supplied hereunder shall be performed consistent with generally accepted industry standards and warrants such Services for a period of ninety (90) days following the date of such performance.
Performance of Licensed Services. During each Customer Term, DesktopShipper warrants that the Services licensed to Customer via Customer’s Subscription will materially perform the functions in the manner described in the published specifications, if any, as they may exist during the Customer Term.
DISCLAIMER OF WARRANTIES
Except as expressly provided under Limited Warranty herein, DESKTOPSHIPPER OFFERS THE SERVICES WITH NO WARRANTY OF IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON- INFRINGEMENT OF THIRD-PARTY RIGHTS. DesktopShipper does not warrant that the Services will meet all of your requirements or that its operations will be uninterrupted or error free, or that any defect within the Services will be corrected. No oral or written information, representation or advice given by DesktopShipper shall create a warranty without a writing signed by DesktopShipper reflecting the creation of such warranty. DESKTOPSHIPPER MAKES NO EXPRESS, IMPLIED OR STATUTORY REPRESENTATIONS, WARRANTIES, OR GUARANTEES IN CONNECTION WITH THE SERVICES OR RELATING TO THE AVAILABILITY, QUALITY, RELIABILITY, SUITABILITY, TIMELINESS, TRUTH, ACCURACY OR COMPLETENESS OF THE SERVICES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES ARE PROVIDED TO YOU ON AN “AS IS,” “AS AVAILABLE” AND “WHERE-IS” BASIS. YOUR USE OF THE SERVICES IS AT YOUR OWN RISK.
LIMITATION OF LIABILITY
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL DESKTOPSHIPPER BE LIABLE TO YOU OR ANY THIRD PARTY UNDER ANY THEORY OF LIABILITY - WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), AGENCY, WARRANTY, STATUTE, OR OTHERWISE - FOR ANY INDIRECT, EXTRAORDINARY, EXEMPLARY, PUNITIVE, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, ANY LOSS OF DATA, REVENUE, PROFITS, USE, OR OTHER ECONOMIC ADVANTAGE, OR ANY OTHER LOSSES OR DAMAGES OF ANY KIND, HOWEVER ARISING, EVEN IF DESKTOPSHIPPER KNEW OR SHOULD HAVE KNOWN THAT THERE WAS A POSSIBILITY OF SUCH LOSSES OR DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, DESKTOPSHIPPER SHALL NOT BE LIABLE TO YOU FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE AGGREGATE OF THE FEES PAID BY YOU TO DESKTOPSHIPPER FOR SERVICES DURING THE THREE MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY OR, IF NO FEES WERE PAID DURING SUCH THREE MONTH PERIOD, ONE HUNDRED US DOLLARS ($100), IN EACH CASE, WHETHER OR NOT DESKTOPSHIPPER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
IF ANY CLAUSE OR PROVISION OF THIS SECTION IS OR BECOMES ILLEGAL, INVALID, IMPOSSIBLE TO PERFORM, OR UNENFORCEABLE UNDER PRESENT OR FUTURE LAWS EFFECTIVE DURING THE LIFE OF THESE TERMS, THE PARTIES INTEND THAT THE REMAINDER OF THIS SECTION SHALL NOT BE AFFECTED AND THAT THIS SECTION SHALL BE ENFORCED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
You AGREE TO DEFEND, indemnify, and hold DESKTOPSHIPPER, our subsidiaries and our affiliates, and their respective MEMBERS, directors, officers, agents, partners, and employees, harmless from and against any DIRECT OR THIRD-PARTY claims, LOSSES, LIABILITIES, COSTS, EXPENSES, DAMAGES, OR DEMANDS, INCLUDING without limitation reasonable attorneys’ fees DUE TO, RELATING TO, OR ARISING OUT OF (I) your access to or use of the Services in violation of THESE Terms OF SERVICE; (II) OUR PROVISION OF THE SERVICES TO YOU; (III) Your USER CONTRIBUTIONS; (IV) your breach or alleged breach of any Representations or warranties made by you hereunder or your violation of any other provision of these Terms; or (V) your violation of THE RIGHTS OF ANY THIRD PARTY OR ANY law OR REGULATION of THE shipping country, destination country, OR any country THROUGH WHICH YOUR SHIPMENT is tendered, OR LAW OR REGULATION APPLICABLE TO THESE TERMS. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS SECTION, DESKTOPSHIPPER MAY SELECT ITS OWN LEGAL COUNSEL TO REPRESENT ITS INTERESTS WHEN DEFENDING AGAINST DIRECT OR THIRD-PARTY CLAIMS OR DEMANDS, AND YOU MUST (I) REIMBURSE DESKTOPSHIPPER FOR ITS COSTS AND ATTORNEYS’ FEES IMMEDIATELY UPON REQUEST AS THEY ARE INCURRED, AND (II) REMAIN RESPONSIBLE TO DESKTOPSHIPPER FOR ANY LOSS, LIABILITY, COST, EXPENSE, CLAIM, DAMAGES, OR DEMAND IDENTIFIED IN THIS SECTION.
PLEASE READ THE FOLLOWING SECTION CAREFULLY BECAUSE IT CONTAINS A CLASS ACTION WAIVER, REQUIRES YOU TO ARBITRATE CERTAIN DISPUTES, AND CLAIMS AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM US. You agree that any dispute, controversy or claim between you and DesktopShipper arising out of or relating to: (i) these Terms, or the breach thereof; (ii) our provision of the Services; (iii) your access to or use of the Services; or (iv) any alleged violation of any federal, state, or local law, statute, or ordinance (each such dispute, controversy or claim, a “Dispute”) will be governed by the arbitration procedure outlined below.
Informal Dispute Resolution. We want to address your concerns without the necessity of a formal legal case. Before filing a claim against DesktopShipper, you agree to try to resolve the Dispute informally by sending a notice to DesktopShipper at Intelligent Business Systems LLC. / Dispute Resolution, PO Box 68369 Portland, OR 97268. We will contact you by email as part of a good faith effort to resolve the Dispute informally. If a Dispute is not resolved within 30 days after submission, you or DesktopShipper may bring a formal proceeding.
Small Claims. All claims between the parties that are within the jurisdiction of the Small Claims Department of the Multnomah County Circuit Court in Portland, Oregon shall be brought and decided there, if unable to be resolved via Negotiation as set forth herein. Neither party shall have the right to request a jury trial in the event the matter is removed from the Small Claims Department. A judgment in the Small Claims Court is final and binding and there is no right to appeal.
Arbitration Agreement. You and DesktopShipper each agree to resolve any Disputes through final and binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes. The arbitration will be held in Portland, Oregon, United States, or any other location we agree to. The AAA rules will govern payment of all arbitration fees. Notwithstanding the foregoing, either you or DesktopShipper may assert claims, if they qualify, in small claims court in Portland, Oregon or any United States county where you live or work. Either party may bring a lawsuit solely for injunctive relief to stop unauthorized use or abuse of our Services, or infringement of intellectual property rights (for example, trademark, trade secret, copyright, or patent rights) without first engaging in arbitration or the informal dispute resolution process described above.
Class Action Waiver. You may only resolve Disputes with DesktopShipper on an individual basis and may not bring a claim as a plaintiff or a class member in a class, consolidated, or representative action. Class arbitrations, class actions, private attorney general actions, and consolidation with other arbitrations are not allowed under these Terms.
Governing Law. Except as otherwise required by applicable law, the Terms and the resolution of any Disputes shall be governed by and construed in accordance with the laws of the State of Oregon without regard to its conflict of laws principles. The Federal Arbitration Act, Oregon state law, and applicable U.S. federal law, without regard to the choice or conflicts of law provisions, will govern these Terms. Foreign laws do not apply. The United Nations on Contracts for the International Sale of Goods and any laws based on the Uniform Computer Information Transactions Act (UCITA) shall not apply to these Terms. You hereby consent to the exclusive jurisdiction of the state and federal courts located in Multnomah County, Oregon, USA to enforce these Terms or adjudicate any other Dispute, and you and DesktopShipper each agree to waive the right to a jury trial. Except as otherwise required by applicable law, if the agreement to arbitrate is found not to apply to you or your claim, you and DesktopShipper agree that any judicial proceeding (other than small claims actions) will be brought in the federal or state courts in Multnomah County, Oregon.
Limitation on Claims. Regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to your use of the Services must be filed within one (1) year after such claim or cause of action arose, or else that claim or cause of action will be barred forever.
Except for any termination of your Customer Contract as set forth above, these Terms shall remain in full force and effect as long as you use the Site or any other DesktopShipper Services. To terminate these Terms, please contact DesktopShipper in writing and discontinue all use of the Services. Any cancellation of the Services or termination of these Terms is effective when you discontinue all use of the Services. On termination, you lose the right to access or use all DesktopShipper Services. The terms and conditions set forth under the following section headings (inclusive of all subsections) shall survive termination: Communications; Acceptable Use; Proprietary Rights; Third Party Software; Dispute Resolution; and Miscellaneous.
Upon termination of these Terms: (i) the rights and licenses granted to you herein shall terminate; (ii) you shall cease all use of the Services that have been terminated; and (iii) DesktopShipper may at our own discretion remove and/or purge data, account information, and any other information obtained by us in connection with providing you the Services. DesktopShipper reserves the right to disable any username, password, or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms.
Geographic Restrictions. DesktopShipper is owned and operated in the United States. We make no claims that the Services or any other products or services or their content is accessible or appropriate outside of the United States. Access to our Services may not be legal by certain persons or in certain countries. If you access the Services from outside the United States, you do so on your own initiative and are responsible for compliance with local laws.
Relationship of Parties. The parties’ relationship, as established by these Terms, is solely that of independent contractors. These Terms do not create any partnership, joint venture, or similar business relationship between the parties. Neither party is a legal representative of the other party, and neither party can direct and control the day-to-day activities of the other, or assume or create any obligation, representation, warranty, or guarantee, express or implied, on behalf of the other party for any purpose whatsoever.
Order Acceptance. DesktopShipper reserves the right to accept or decline any order for Services at any time and for any reason.
Assignment. You may not assign, delegate, or transfer these Terms, by operation of law or otherwise, without our prior written consent, but we may freely assign or transfer these Terms without restriction. Any attempt by you to assign or transfer these Terms, without such consent, will be null. Notwithstanding the foregoing, either Party may, without consent, assign these Terms to any successor to all or substantially all its business that concerns these Terms (whether by sale of assets or equity, merger, consolidation or otherwise). Subject to the foregoing, these Terms will bind and inure to the benefit of the Parties, their successors, and permitted assigns.
Enforcement. DesktopShipper reserves the right (but is not required) to remove or disable your access to our Services, disable any username, password, or other identifier, whether chosen by you or provided by us, or remove any Content, or your User Contributions at any time and without notice, and at our sole discretion, if we determine that your use of our Services is in any way objectionable or in violation of these Terms. Certain violations of these Terms, as determined by us, may result in immediate termination of your access to the Services without prior notice to you. We have the right to investigate violations of these Terms and any conduct that affects our Services, and in response may take any action we may deem appropriate.
Waiver; Severability. Our failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision. Except as expressly set forth herein, the exercise by either Party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise. If for any reason a court of competent jurisdiction finds any provision of these Terms invalid or unenforceable, that provision will be enforced to the maximum extent permissible, and the other provisions of these Terms will remain in full force and effect.
Entire Agreement. Except as otherwise stated herein, these Terms and the agreements incorporated by reference herein constitute the entire and exclusive understanding and agreement between DesktopShipper and you regarding the Services and supersede and replace any and all prior oral or written understandings or agreements between DesktopShipper and you regarding the Services.
Amendments. DesktopShipper reserves the right to amend these Terms by updating the Terms of Service posted to our website without prior notice. Your continued use of our Services following the posting of changes constitutes your acceptance of such changes. You are advised to periodically visit this page to determine the then current Terms. You further agree that in the event any portion of these Terms are found to be unenforceable, the remainder of these Terms shall remain in full force and effect and the otherwise unenforceable portion shall be amended so as to be enforceable to the greatest extent permitted by law.