Membership Agreement - SHIPPER 

This Membership Agreement and the Terms of Service (together herein referred to as the “Agreement”) governs Your membership with SHIPZ INC (“SHIPZ”), and the use of software provided to You by SHIPZ. By accepting this Agreement, You agree to be bound by the terms and conditions hereof, and You will not be permitted to enter into contracts on the SHIPZ Platform until you have agreed to the same.   

This Agreement is effective between You and Us as of the date of Your acceptance of this Agreement. 

Part 1. Definitions  

"Agreement" means this Membership Agreement together with the Terms of Service on the website. 
“Provider” means the party on the Shipz Platform who is providing quotes and transport services. 
“Shipper” means the party on the SHIPZ Platform requesting quotes from a Provider. “SHIPZ Platform” means the digital freight contracting system developed, owned and operated by SHIPZ for the purpose of facilitating global freight transport by providing a standardized, quoting platform for entering into enforceable freight contracts.
"Transport Contract" means transport contracts formed between a Provider and a Shipper based on and incorporating terms from the offers, bids, acceptances and other freight contract related information on SHIPZ.
"User" means an individual who is authorized by You to use a Service and to whom You (or We at Your request) have supplied a user identification and password. Users may include, for example, Your employees, consultants, contractors and agents. 
"We", "Us" or "Our" means the SHIPZ INC and affiliates of SHIPZ. 
"You" or "Your" means the company or other legal entity for which You are accepting this Agreement, and Affiliates of that company or entity. 

Part 2. Membership 

Section 2.1 Membership 

This Agreement allows You to fully access the SHIPZ Platform and enter Transport Contracts with participating Provider. In addition to this Membership Agreement, Your use of the SHIPZ Platform is subject to the terms and conditions of SHIPZ Terms of Service as updated by Us, which are incorporated herein by reference. 

Section 2.2 Membership Fees and Payment 

Once the free trial period has expired, the continued use of the Shipz Platform requires the payment of membership fees on a subscription basis. Membership fees can be paid monthly or annually and are paid via the Stripe payment platform. The terms of this arrangement are governed by Stripe’s terms and conditions.  

Membership fees for Shippers is: determined by the plan they choose for and pay for at the time of sign up. Basic, Team or Enterprise. A discount will be applied if the Shipper choose the yearly subscription over the monthly subscription. 

Section 2.3. Cancellation of Membership subscription 

a. Cancellation is only permitted if there are no current bookings in the system. 

b. If you have a monthly subscription once you advise Shipz of your cancellation you will have access to the system until the end of that currently paid month. 

c. If you have a yearly subscription you must provide 30 days’ notice and the remainder of the year will be refunded pro-rata. 

Section 2.4.   Your Responsibilities in General 

You will (a) be responsible for You and Your Users’ compliance with this Agreement, (b) be responsible for the accuracy, quality and legality of Transport Contracts, (c) use commercially reasonable efforts to prevent unauthorized access to or use of the SHIPZ Platform System or Transport Contracts, and notify Us promptly of any such unauthorized access or use, (d) comply with the SHIPZ Terms of Service. 

Section 2.5. Your Responsibilities in respect of transport 

Your responsibilities in respect of requesting transport quotes include You: a. Will not engage in benchmarking exercises; b. Are ready to accept commercially viable quote and proceed with booking; c. Will provide to the best of your ability accurate information in respect of cargo description and routing requirements including: i. Weight ii. Commodity description iii. Dangerous goods classification iv. Packaging d. Will facilitate and provide all necessary documents to the Provider to effect booked transport. 

Section 2.6. Your Responsibilities in the Event of Default 

The Member claiming a default has the obligation of promptly notifying the relevant Provider who provided the quote (and subsequent service) of that default. In some instances, You may rely on the SHIPZ Platform to provide data indicating that the Provider failed to perform. In instances where the You cannot rely on EDI messaging, e.g. containers are not available for you to pick up at the Container Yard, You are required to provide evidence that such a default has occurred. Shipz does not accept any responsibility for default of the Provider. 

Part 3.1 Payment Procedure – Freight 

Your Membership with SHIPZ acknowledges adherence to the payment options as defined below. SHIPZ reserves the right to terminate Your Membership or seek external legal remedy if You fail to comply with such payment options.  

Part 3.3 Operation of Freight bookings 

a. Quotes provided by the Provider are valid for 48 hours. 

b. You, the Shipper, accept the quote by completing the payment of the invoice amount through PayCargo. 

c. Once the quote is accepted it cannot be cancelled. 

d. The transaction is then governed by the Provider’s standard trading terms as provided to you. 

Part 3.4 PayCargo Account 

You will need to have a valid PayCargo account linked to your Shipz account to use the system. Transactions though PayCargo will be governed by their applicable terms and conditions including any credit terms offered. Any disputes with PayCargo will be resolved directly with PayCargo under their T&Cs and Shipz accepts no liability for any defaults, disputes or associated. 

Part 4. European Union Personal Data Processing 

Section 4.1    Membership Personal Data 

With respect to any membership personal data SHIPZ obtains related to this Agreement that is covered by the European Union General Data Protection Regulation (“EU GDPR”), including first and last name, employer, business role, professional title, contact information (e.g. email, phone, physical address); usernames; passwords; business network; business experience; business interests; localization data and device identification data (“Membership Personal Data”), such data shall be processed pursuant to the Privacy Policy for Membership Personal Data available here. 

Section 4.2    SHIPZ Contracting System Dat

With respect to any personal data we obtain related to the SHIPZ Platform that is covered by the EU GDPR, such data shall be processed according to the SHIPZ Data Processing Agreement that is incorporate into this document by reference. The SHIPZ Data Processing Agreement is available here.  

Part 5. Proprietary Rights and Licenses 

Section 5.1.    Reservation of Rights Except for the license provided to You under Section 5.2, We and Our licensors reserve all of Our/their rights, titles and interests in and to the SHIPZ Platform and its content, including all of Our/their related intellectual property rights. No other rights are granted to You. 

Section 5.2.    License by Us to Use Data 

We grant You a worldwide license to use data acquired by You as a result of Your use of the SHIPZ Platform for the duration of Your membership. This license is not exclusive and not transferable to another party. Your use of the data is subject to this Membership Agreement, the SHIPZ Terms of Service, and any other applicable policy or procedure. 

Section 5.3.    License by You to Use Your Feedback 

You grant to Us and Our Affiliates a worldwide license to use and incorporate any feedback provide by You. This license will not be subject to a term limit or royalty, and is not revocable by You.  

Part 6. Confidentiality 

Section 6.1.    Definition of Confidential Information

 “Confidential Information” means all information exchanged that is marked as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. However, Confidential Information does not include any information that (a) is or becomes generally known to the public without breach of any agreement not to disclose, (b) was already publicly known prior to disclosure and its public availability was not the result of a breach of any agreement not to disclose, (c) is received from a third-party without breach of any agreement not to disclose, or (d) was independently developed.  Our Confidential Information may include but is not limited to: 

a. All data residing on the SHIPZ Platform including rates offered, 

b. information or communications obtained in conjunction with use or access to the SHIPZ Platform, 

c. Confidential Information of Our customers including: rates, prices, volumes, container status messages, and any other Company customer confidential information, 

d. all de-identified, and aggregated data (including de-identified data) compiled and/or generated by Us, irrespective of where the data originated, 

e. The Terms and Conditions of any Transport Contract, SHIPZ Agreement (including this one), and the SHIPZ Terms of Service. 

f. You shall only share SHIPZ Confidential Information with You, Any of Your Parent or Subsidiary entities if applicable legal counsel, accountants, and employees. 

Section 6. 2. Confidentiality of Rates 

Each rate found on SHIPZ must remain strictly confidential and cannot be published or shared to any third party by any means without the consent of SHIPZ and the offering Provider. These rates are subject to all applicable antitrust and competition rules and regulations. 

Section 6.3.    Protecting of Confidential Information 

Each Party will use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but not less than reasonable care). 

Section 6.4.    Compelled Disclosure 

Either Party may disclose confidential information in response to a valid subpoena or discovery request in a civil or criminal case. In such event, the subpoenaed or requested party will promptly give the other written notice so that the other party has reasonable opportunity to take legal action concerning the subpoena if necessary. 

Section 6.5.    Violations of Confidentiality 

Unauthorized sharing of SHIPZ Confidential Information will result in the suspension and/or permanent termination of Your trading ability with SHIPZ. Please see Your copy of the SHIPZ Standard Operating Terms and Conditions for more details on actions available to be taken by SHIPZ in the event of unauthorized disclosure of SHIPZ Confidential Information.  

Part 7. Representations, Warranties, Exclusive Remedies and Disclaimers 

Section 7.1.    Representations 

Each party represents that it has validly entered into this Agreement and has the legal power to do so. 

Section 7.2.    Our Warranties 

We will use commercially reasonable efforts to maintain the level of security of the SHIPZ Contracting System during the term of this Agreement. (c) We will not substantially decrease the manner in which the   SHIPZ Contracting System operates during the term of this Agreement without prior notice to You.,  The SHIPZ Contracting System will use commercially reasonable efforts to prevent code, files, scripts, agents or programs intended to do harm, including, for example, viruses, worms, time bombs and Trojan horses (“Malicious Code”) from accessing Your systems. For more information please see Your Copy of the SHIPZ Standard Operating Terms and Conditions. 

Section 7.3.    Disclaimers 

THE CONTENT OF THE SERVICES PROVIDED BY THE SHIPZ CONTRACTING SYSTEM ARE PROVIDED “AS IS”. Except As stated in this agreement and to the maximum extent allows by law, WE DO NOT MAKE warranties of any kind and disclaims all implied warranty, including the warranty of merchantability and fitness for purpose. WE DO NOT WARRANT THAT THE SYSTEM OR SERVICES OR DELIVERABLES WILL BE ERROR-FREE, ALWAYS AVAILABLE OR OPERATE WITHOUT LOSS OR CORRUPTION OF DATA OR TECHNICAL MALFUNCTION. SHIPZ IS NOT RESPONSIBLE TOYOU RELATING TO ANY USE OF ANY THIRD- PARTY SERVICES INCLUDING FOR ANY HARD OR DAMAGES CAUSED BY ANY THIRD-PARTY HOSTING PROVIDERS. ADDITIONALLY, WE ARE NOT LIABLE TO YOU FOR ANY TECHNICAL MALFUNCTION, TELECOMMUNICATION, OR INTERNET OUTAGES OR PROBLEMS, COMPUTER ERROR, CORRUPTION OR LOSS OF INFORMATION BEYOND COMPANY'S CONTROL. 

Part 8.  Indemnification  

In the event that an arbiter or court of appropriate jurisdiction as defined in Section 11.2 finds that You have breached this Agreement, and We sustain losses as a result of that breach, including awarded damages and attorney’s fees and costs, You will reimburse Us for said losses.  

Part 9. Limitation of Liability 

Except as stated in Part 8, Yours and Our total aggregate liability under this Agreement cannot exceed five thousand dollars ($5000). Neither of Us has any liability for indirect, special, incidental, exemplary, consequential, or punitive damages, even if such damages are foreseeable or the other party is made aware of the possibility of such damages. This is the sole remedy for breach of this Agreement unless otherwise specified here in. 

Part 10. Term and Termination 

Section 10.1.    Term of Agreement 

This Agreement begins on the date of acceptance and will continue to be in effect until it is terminated. Either of Us may terminate this Agreement with thirty (30) days written notice to  the other party. This Agreement will immediately terminate if either of Us files for bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.  You will still be responsible for fulfilling the terms of any ongoing Transport Contract, and the obligations under any Third-Party Guarantee/Payment Account entered into prior to the termination of this Agreement.  

Section 10.2.    Surviving Provisions 

The Sections titled "Proprietary Rights and Licenses," "Confidentiality," "Disclaimers," "Mutual Indemnification," "Limitation of Liability," and "General Provisions" will survive any termination. 

Part 11. General Provisions  

Section 11.1.    Notice 

You should direct notices to SHIPZ INC at address 8 The Green, Suite 6090, Dover, DE 19901. SHIPZ can be notified via phone at 650-204-0471, email at [email protected], or in writing to: SHIPZ INC, Attn: Member Services, 8 The Green, Suite 6090, Dover, DE 19901.  

Section 11.2.    Agreement to Governing Law and Jurisdiction 

This contract is governed by the laws of the State of Delaware without regard to choice or conflicts of law rules, and to the exclusive jurisdiction of the courts in Delaware, and You consent to the governance of SHIPZ under United States law and regulations. 

Section 11.3.    Entire Agreement and Order of Precedence

This Agreement, and the documents incorporated herein, are the sole agreement between You and Us regarding Your use of the SHIPZ Platform. To change or waive provisions of this Agreement, the change or waive must be provided in writing and agreed upon in writing by the Party not asking for the change or waiver. In the event of conflict between the documents, the order of precedent shall be 1) this Membership Agreement and 2) the SHIPZ Terms of Service.