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SHIPLY.COM/US

Website Terms Of Use

This Site operates as an online marketplace to enable Users to post Jobs, and Transport Providers to quote for these Jobs, for the purpose of entering into a Transaction.

INFORMATION WHICH WE ARE REQUIRED TO GIVE YOU

IT IS ESSENTIAL THAT YOU READ THESE TERMS AND CONDITIONS
AS THEY DESCRIBE AND, IN SOME CASES, LIMIT YOUR RIGHTS.

www.shiply.com/us is a site operated by Shiply Inc. ( "we" or "us"), incorporated in the State of Delaware with principal offices at 600 N Broad Street, Suite 5, #3290, Middletown, DE 19709. Our email address is support-us@shiply.com.

Part A (the " General Conditions") and Part B (the " Supplemental Conditions") of these terms and conditions (together with the documents referred to within, this “Agreement”) set out the terms and conditions on which we will provide our services to you.

You may access most areas of the Site without the need for Registration in which case only the General Conditions will apply to you. Certain areas of the Site are only open to you if you are a Member. If you register as a Member, you will be asked to confirm expressly that you have read and accept the Supplemental Conditions as well as the General Conditions.

The Conditions (as defined below) apply to the access to and use of the Site, and to any correspondence by e-mail between you and us. Please read these terms carefully before using the site. Using the Site indicates that you accept the General Conditions regardless of whether or not you choose to become a Member. If you do not accept the General Conditions, do not use the Site.

We may revise the Conditions at any time by updating this posting. You should check the Site from time to time to review the current version of the Conditions because they are binding on you. Certain provisions in the Conditions may be superseded by expressly designated legal notices located on particular pages of the Site.

Any rights not expressly granted in these terms are reserved.

PART A

GENERAL CONDITIONS

DEFINITIONS

"Conditions" means all conditions applicable to a person accessing the Site in connection with his use of the Site (i.e., for a mere visitor, the General Conditions alone, and for a Member, the General Conditions and the Supplementary Conditions).

"Job" means the request for transportation of goods (not people) posted by the User on the Site.

"Member" means a person who has Registered (and " Membership" means the status of being a Member).

"Registration"" or "Register" means setting up a membership account and having agreed to the Conditions.

"Site" means www.shiply.com.

"Transaction" means the agreement entered into between a Transport Provider and a User for the performance of a Job.

“Transport Provider” means a Member who has submitted a quotation in respect of a Job.

"User" means a Member who has posted a Job on the Site.

“Your Data” means all content and information uploaded to the Site or input by you.
ACCESS
1. While we endeavor to ensure that the Site is available 24 hours a day, we shall not be liable if, for any reason, the Site is unavailable at any time or for any period.
2. Access to the Site may be suspended temporarily and without notice in the case of a system failure, maintenance or repair or for any reasons beyond our control.
CONTENT
1. While we endeavor to ensure that the information on the Site is correct, we do not warrant the accuracy or completeness of the material on the Site. We may make changes to the material on the Site at any time and without notice. The material on the Site may be out of date, and we make no commitment to update such material.
2. The contents of the Site are provided "as is", and we provide no warranties in respect of such contents. To the MAXIMUM extent permitted by law, SHIPLY disclaimS all warranties, whether express, implied, statutory or otherwise, including, without limitation, the implied warranties of merchantability, fitness for a particular purpose, and non-infringement, and those arising out of course of dealing, usage, or trade.
3. You are prohibited from posting or transmitting to or from the Site any material:
  1. that is threatening, defamatory, obscene, indecent, offensive, pornographic, abusive, liable to incite racial hatred, discriminatory, menacing, scandalous, inflammatory, blasphemous, in breach of confidence, in breach of privacy or which may cause annoyance or inconvenience;
  2. for which you have not obtained all necessary licenses and/or approvals;
  3. which constitutes or encourages conduct that would be considered a criminal offense, gives rise to civil liability, is otherwise unlawful or infringes the rights of any third party, in any country in the world; or
  4. which is technically harmful (including, without limitation, computer viruses, logic bombs, Trojan horses, worms, harmful components, corrupted data or other malicious software or harmful data).
4. You may not misuse the Site (including, without limitation, by hacking).
5. We will co-operate fully with any law enforcement authorities or court order requesting or directing us to disclose the identity of or locate anyone posting any material in breach of this clause 3.
LICENCE
1. You are permitted to view, print and download extracts from the Site for your own use on the basis that:
  1. no documents or related graphics on the Site are modified in any way;
  2. no graphics on the Site are used separately from the corresponding text; and
  3. our copyright notices and this permission notice appear in all copies.
2. Unless otherwise stated, the copyright and other intellectual property rights in all material on the Site (including, without limitation, photographs and graphical images) are owned by us or our licensors. Except as agreed otherwise, any use of extracts from the Site other than in accordance with clause 4.1 is prohibited, and if you breach clause 4.1, your permission to use the Site automatically terminates and you must immediately destroy any downloaded or printed extracts from the Site.
3. Subject to clause 4.1, no part of the Site may be reproduced or stored on any other website or included in any public or private electronic retrieval system or service without our prior written permission.
LIMITATION OF LIABILITY

To the extent permitted by law, in no event shall Shiply have any liability to you for any indirect, special, incidental, punitive, or consequential damages (including for loss of profit, revenue, or data) arising out of or in connection with the Site, your use of the Site or this Agreement, however caused, and under whatever cause of action or theory of liability brought (including under any contract, negligence, indemnification or other tort theory of liability) even if advised of the possibility of such damages. To the extent permitted by applicable law, Shiply’s total cumulative liability to you or any third-party arising out of or in connection with the Site, your use of the Site or this Agreement, from all causes of action and all theories of liability, will be limited to and will not exceed the Fees paid by you to Shiply in the twelve (12) months preceding the claim. The parties agree that this section represents a reasonable allocation of risk.
DISCLAIMER
1. To the maximum extent permitted by law, we hereby disclaim and you hereby waive any claims against us based on, relating to or arising from the use, inability to use, or results of the use of the Site, any websites linked to it and any materials posted on it, including, without limitation any liability for:
  
  (a) loss of income or revenue;
  
  (b) loss of business;
  
  (c) loss of profits or contracts;
  
  (d) loss of anticipated savings;
  
  (e) loss of data;
  
  (f) loss of goodwill;
  
  (g) wasted management or office time;
  
  (h) any unauthorized person uses your username and/or password to access the Site with any result, including but not limited to making changes in authorizations;
  
  (i) the Site is totally or partially inoperative or inaccessible;
  
  (j) use of the Site;
  
  (k) viruses or other malicious software are transferred to your computer or other device by using the Site;
  
  (l) there are bugs, errors or inaccuracies in the Services or the results produced by the Site;
  
  (m) third-party content, actions or inactions on or with respect to the Site;
  
  a suspension or other action taken with respect to your account by us;
  
  (n) deletion, corruption or destruction of any Your Data; and
  
  (o) for any other loss or damage of any kind, however arising and whether caused by tort (including negligence), breach of contract or otherwise, even if foreseeable.
2. This does not affect our liability for death or personal injury arising from our negligence, nor our liability for fraudulent misrepresentation or misrepresentation as to a fundamental matter, nor any other liability which cannot be excluded or limited under applicable law.
INFORMATION ABOUT YOU AND YOUR VISITS TO OUR SITE

Any information about you that we process will be collected and processed in accordance with our privacy policy ( www.shiply.com/us/privacy). By using the Site, you consent to such collection and processing.
TERMINATION
1. We may, at our sole discretion, restrict or terminate your access to and/or use of the Site without prior notice where:
  1. there is a regulatory or statutory change limiting our ability to provide access to the Site;
  2. there is any event beyond our reasonable control preventing us from providing access to the Site (for example, and without limitation, technical difficulties, capacity problems and communications failures); or
  3. we consider that you are abusing the Site or are otherwise acting in violation of the Conditions.
LINKS TO AND FROM OTHER WEBSITES
1. Links to third party websites on the Site are provided solely for your convenience. If you use these links, you leave the Site. We have not reviewed any of such third party websites and do not control and are not responsible for their content, security or availability. We do not, therefore, endorse or make any representations about them, any material found there or any consequences of using such websites. If you decide to access any of the third party websites linked to the Site, you do so entirely at your own risk.
2. If you would like to link to the Site, you may do so only on the basis that you link to, but do not replicate, the home page of the Site, and subject to the following conditions:
  1. you do not remove, distort or otherwise alter the size or appearance of any logos used by us on the Site;
  2. you do not create a frame or any other browser or border environment around the Site;
  3. you do not in any way imply that we are endorsing any products or services other than our own;
  4. you do not misrepresent your relationship with us or present any other false information about it;
  5. you do not otherwise use any trademarks owned by Shiply (whether these are registered or unregistered) which are displayed on the Site without our express written permission;
  6. you do not link from a website that is not owned by you; and
  7. your website does not contain content that we, in our sole discretion, consider to be distasteful, offensive or controversial, in infringement of any intellectual property rights or other rights of any other person or which doesn't otherwise comply with all applicable laws and regulations.
3. We expressly reserve the right to revoke the right granted in clause 8.2 for any or no reason and to take any action that we deem appropriate.
4. You shall fully indemnify us for any loss or damage that we may suffer for breach of clause 9.2.
DOMAIN NAME PROTECTION

You agree not to register or register, directly or indirectly, any domain name or trademark that includes the word 'Shiply' or that infers it is connected to us or in any way or that casts aspersions (intentional or not) on us, the Site or our Members.
GENERAL
1. You are solely responsible for compliance with local laws in connection with your use of the Site and, in particular, provision of transport services, if and to the extent local laws are applicable.
2. You warrant that it is legal for you to view the Site in the jurisdiction to which you are subject. You are responsible for compliance with all laws of that jurisdiction, in viewing or using its contents.
3. A failure or delay in enforcing compliance with one or more provisions of these Conditions shall not constitute a waiver of any other provision of these Conditions.
4. The execution and delivery of these Conditions shall not be deemed to confer any rights upon any person or entity other than the parties hereto, or make any person or entity a third party beneficiary of these Conditions, or to obligate either party to any person or entity other than the parties to these Conditions.
5. If any provisions of the Conditions shall be unlawful, void or for any reason unenforceable then that provision shall be deemed severable and modified so as to best accomplish the objectives of the original provision to the fullest extent allowed by law, and shall not affect the validity and enforceability of the remaining provisions.
6. The Conditions constitute the entire agreement between you and us as to your use of the Site and shall supersede any prior agreement or representation in respect thereof.
7. Any and all notices to be given by either one of us to the other pursuant to or in connection with the Conditions shall be deemed sufficiently given when forwarded by e-mail or facsimile transmission in each case addressed to you at any e-mail address or facsimile number you have given us or to us at the e-mail address or facsimile number displayed at the start of these General Conditions.
8. The Conditions are governed by the laws of England and Wales and you agree to submit to the exclusive jurisdiction of the English courts. If either Party incurs costs or expenses including but not limited to reasonable attorneys’ fees in connection with an action relating to the terms of and performance under this Agreement, the prevailing Party in such an action such be entitled to recover its costs and reasonable attorneys’ fees incurred.

PART B

SUPPLEMENTAL CONDITIONS
(For Members Only)

Please note that these terms and conditions are supplemental to the General Conditions. The Conditions (Parts A and B) form the basis of the agreement that you enter into with us in order to Register and become a Member (the "Agreement") and will govern your conduct as a Member.

REGISTRATION
1. Registration is not open to persons aged under 18. If you are Registering as a business entity, you represent that you have the authority to bind the entity to this Agreement.
2. Each Registration is for a single user only. We do not permit you to share your username and password with any other person nor with multiple users on a network. Furthermore, your Membership may not be transferred to a third party.
3. Responsibility for the security of any passwords issued rests with you and you are responsible for all actions taken with your username and password.
OUR SERVICES - NEUTRAL VENUE

We are not a transportation service provider, freight forwarder, broker or intermediary of any sort. The Site acts as a neutral venue through which Transport Providers and Users can meet and enter into negotiations with a view to entering into Transactions. We are in no way involved in the actual Transaction. We have no, and assume no, control over the quality, safety, or legal aspects of the Jobs and/or Transactions that take place through the Site.
1. If you are a Transport Provider, you hereby agree that the Site is for shipping/transportation-related services only and that work that you provide will involve only transportation services. Except with our prior written agreement, you agree that you will not use your Membership as a means to market or sell any goods or other services unrelated to the Job.
2. It is the responsibility of the User to select a suitable Transport Provider for the provision of the Job and the responsibility of the User and the Transport Provider to negotiate the terms of the Transaction.
GENERAL DISCLAIMER

Registration does not mean or imply that we have sought or acquired any information whatsoever about a Member except that which is required to complete the Registration and authorize payment through the Site. Your contract in connection with a Transaction will be with the other Member and, as a result, we make no representations or warranties as to the other Member (whether User, Transport Provider or Successful Transport Provider (as defined hereafter)) or the Job, whether as to quality, quantity, delivery or price.
1. We assume no responsibility for claims made by Transport Providers with respect to their licenses, insurance, registration, membership or trade association or indeed any other claim made at any point during the Transaction or quoting process. We operate purely as a neutral venue through which Transport Providers and Users may negotiate with one another as to the price, terms and conditions for a Job.
UNLAWFUL TRANSACTIONS
1. Members shall not use the Site for unlawful activities. Any Job or aspect of a Transaction carried out, or sought to be carried out unlawfully, by either Transport Provider or User, is prohibited.
2. Certain Transactions may be governed by statutory or other regulations and cannot be negotiated without restriction. It is for the Members to identify and adhere to such regulations.
TRANSPORTATION
1. The posting of Jobs for the transportation of certain items is prohibited or restricted. These include hazardous or dangerous goods. The foregoing shall include but not be limited to means radioactive, volatile, highly flammable, biomedical, infectious, toxic, or hazardous material of any kind as well as items that, by themselves or in combination with one another, are explosive or combustible including but not limited to closed containers, propane tanks, gas or oxygen canisters. The term “hazardous material” shall include but not limited to any amount of waste listed or characterized by the United States Environmental Protection Agency or any state agency pursuant to the Resource Conservation and Recovery act of 1976 as amended, or applicable state law. Additionally, there are certain items that do not generally pose a danger to health, safety, or property while being transported but are regulated or banned for public policy reasons from being transported. Generally, Jobs for the transportation of goods that cannot be sent by regular mail are not permitted to be listed on the Site. However, some hazardous goods can lawfully be transported provided they are properly packaged and labelled. Such Jobs may be listed on the Site provided that the shipment listing contains a clear notice of the hazardous nature of the material and a description of the planned method of shipping that complies with the law. If you are unsure of the legality of your shipment, we recommend you contact our customer services team via the contact details at the end of these Supplemental Conditions, prior to listing the Job. A member of our team will be able to refer you to the appropriate authority to answer your question.
2. Full responsibility for compliance with all laws and regulations that relate to the transportation of hazardous and restricted goods rests with the parties to the Transaction. Anyone who sends, or causes to be sent, a prohibited or restricted item or improperly packaged hazardous material may be subject to severe regulatory, or indeed criminal penalties.
3. In order to assist Members, we provide distance calculations and driving directions (or links to 3rd party driving directions) as part of our service (the "Directions"). However, the Directions should be used as a guide only and you should always drive in accordance with national rules, regulations, and highway codes. The Directions may not take into consideration issues such as road closures, direction of traffic, one-way systems, emergency access roads, height regulations, road conditions or restrictions on maneuverability. No representation is made or warranty given as to the content or usability of the Directions or their appropriateness for any particular journey or vehicle. We assume no responsibility for any loss, damage, or delay howsoever resulting from use of these Directions. However, if you do find an error or omission, please let us know so we can notify the relevant persons to enable them to correct the error or omission and improve the service. We recommend that you verify any pickup and delivery information that we provide with the other party to the Transaction.
FEES
1. There is no cost or fee to join Shiply either as a Transport Provider or User and it is free to request quotes. We charge a success fee (the "Fee") to Transport Providers who have secured a Job and entered into a Transaction (each, a "Successful Transport Provider"). A Job will be considered to be a Transaction if after quoting, messaging or contacting the User via the Site a Transport Provider is paid the Deposit (as defined hereafter).
2. When you become a Member as a User, you will be allocated an account into which Deposits will be paid and from which Fees (in each case as defined hereafter) will be deducted by us in accordance with this clause 6 (the "Account")
3. The Fee is based upon a tiered percentage of the Successful Transport Provider's accepted quote price. The Fee is dynamically calculated at the time of placing a quote and differs category by category. Transport Providers may quickly and easily view the Fee amount charged on a Job at the point of placing their quote or subsequently by visiting their sales report.
4. The Fee is independent of the actual performance of the Job. Subject to clause 7, the obligation to pay the Fee still applies if a Job is placed via the Site but is not subsequently carried out and/or the Transaction is later terminated. We may waive our right to receive the Fee as a gesture of goodwill; however, the grant of any such waiver is entirely within our discretion and if so granted is always without accepting any legal obligation to do so.
5. As a User, when you accept a quote, you will pay a deposit in the amount of the Fee (the "Deposit") into your Account which is immediately transferred to the Successful Transport Provider's Account from which we then debit the sum as payment of the Fee.
6. If you are a Transport Provider, you are responsible for collecting and remitting any and all sales tax, VAT or GST (collectively, “Sales Tax”) associated with a Transaction. Your quote amount for the Job shall be inclusive of Sales Tax in accordance with clause 12.1.2. You shall not submit a quote amount excluding Sales Tax and then charge Sales Tax on top of your quote price once your quote has been accepted.
7. With respect to Jobs not yet posted, we reserve the right to waive or change the basis for the calculation of the Fee at any time. We may also temporarily change or suspend the Fee for a promotional period. Any such changes will be described on the Site.
CANCELLATIONS
1. If a Job is cancelled by a Successful Transport Provider AFTER a quote was accepted but BEFORE any work on the Job commenced (a "Cancellation") the User may seek to file a "Cancellation Request" and have the Deposit returned to them either as credit to use on future Shiply deposit payments or a direct refund to the funding payment method used. A cancellation request must be filed within 28 days of quote acceptance and requests made after this time will be invalid. If a Cancellation Request is accepted (see 7.5 below), the User can choose to receive either a credit or refund and this will be issued in the amount of the Deposit already paid.
2. A credit may be used by a User to accept future quotes on Shiply within 2 years of the "Cancellation Request" After a period of 2 years from the date of the "Cancellation Request," this credit will expire and be unusable. A Shiply credit is may not be withdrawn or paid in cash, and may only be used for accepting quotes on Shiply.
3. Refunds of Deposits to Users will be made within 5 working days of the "Cancellation Request" being accepted. Refunds can only be sent to the same source from which the funds originated.
4. Either a User or a Transport Provider can make a Cancellation Request once all reasonable attempts to reach an agreeable solution have been exhausted and it is clear that the Use and/or Transport Provider do not want the Job to be performed by or for the other. You may not make a Cancellation Request until at least 7 days after the date on which the quote was originally accepted. When you make a Cancellation Request, the other party to the proposed Transaction will be notified and will have 72 hours to respond by either:
  1. accepting the Cancellation Request and your reason; or
  2. rejecting the Cancellation Request and requesting review by our staff.
5. If your Cancellation Request is accepted by the other party, the accepted quote can be retracted and the Job can either be relisted or deleted. If the request is rejected by the other party, then it is sent to us for review, in our sole and absolute discretion, a decision will be made whether to approve the Cancellation Request. Once we have given our decision on whether to approve the Cancellation Request, we will not enter into any further correspondence regarding that matter - our decision is final.
6. If the other party does not respond within the 72 hour grace period, your Cancellation Request and reason will automatically be accepted. Depending on the reasons for the Cancellation Request, any amounts associated with the Deposit, in the case of a User, or Deposit and the Fee, in the case of a Transport provider, may be credited to your Shiply account at our sole discretion and in line with clause 7.1.
7. We take abuse of the procedure for Cancellation Requests very seriously. Abuse includes submitting false or exaggerated reasons, attempting to retract accepted quotes, or colluding with other Members to abuse the procedure. If a Member is found abusing or is suspected of abusing the procedure in this clause 7, its Cancellation Request will automatically be denied and its Membership may be revoked without further notice and/or subject to an additional fee of Twenty Dollars ($20) per instance of abuse.
FEEDBACK
1. While we do not conduct any due diligence on our Members, we do enable Users and Transport Providers to provide feedback evaluations on each other's performance in the course of the Transaction including but not limited to the performance of the Job (or, as the case may be, their respexctive failure to perform the Job completely and/or at the level of expectation of each party). The evaluations seek to provide Members with guidance on the skills and/or reliability of other Members prior to quoting or, in the case of Users accepting a quote from a Transport Provider.
2. The feedback process involves leaving a rating along with a short comment about the performance of the Member. There are three feedback scores that you can give: +1 (positive,) 0 (neutral), and -1 (negative). A Member's overall feedback score is the average score of the ratings that he or she has received.
3. You agree that, by posting a Job or by quoting on a Job on the Site, it is probable that another Member will leave feedback about you and you acknowledge that your feedback consists solely of comments left by other Members and the overall feedback score calculated in accordance with clause 8.2. You agree that you will not use any feedback received on the Site on any venue or website that is not the Site. Always use common sense and respect when leaving feedback as unwarranted, potentially libelous feedback could result in legal claims being made against you. We do not censor feedback or investigate it for accuracy, and you acknowledge that we are in no way legally responsible for any feedback that is left.
4. Any use of profanity, libelous behavior, illegal activity, or any other form of abuse of the feedback function or any other part of the Site may result in a ban from further use of the Site and, if applicable, being reported to any relevant authorities.
5. An important aspect of the Site is the ability of Members to leave feedback about each other (whether positive, neutral or negative). As described hereinabove, the feedback you receive is likely to influence the choices that other Members make as to whether to negotiate a Transaction with you. Accordingly, to preserve the integrity of the feedback system, you agree not to:
  1. improperly influence in any manner, or cause another to improperly influence in any manner, the feedback of a Member; or
  2. post or attempt to post, in any manner or by any means, a feedback review on your own account.
NO AGENCY

Nothing herein shall create or be deemed to create any joint venture, agency or partnership relationship between ourselves and any Members whatsoever. Members shall not hold themselves out as implying any such relationship with us.
ACCOUNT FLAGGING / REPORTING SYSTEM

The Site is policed by the visitors to it through a flagging system. The flagging system is used to ensure that insofar as possible the Site complies with the Conditions. Visitors are able to 'flag' aspects of the Site that do not comply with the Conditions. White flags are located in areas that can be reported. These include messages, the quote details section, member profiles, and shipment listing information. To flag any part of the text, you may click on the white flag following the text in question and the white flag will turn yellow. A yellow flag is sent to our team for review. Following the review, the team will either grant a 'green flag', meaning there was no violation, or a 'red flag', meaning there was a violation and the content has been removed. We reserve the right to suspend the Membership of any Member who has received a red flag on more than one occasion.
INFORMATION YOU SUPPLY
1. You are solely responsible for the information you provide to us and/or other Members in the Registration, shipping, or transportation process (which shall include anything posted on the Site) ( "Information"). The Information must be true, legal, accurate, and non-fraudulent.
2. Other than personally identifiable information, which is covered under our Privacy Policy (accessible by clicking on the link shiply.com/us/privacy) any Information shall be considered non-confidential and non-proprietary. We shall have no obligations with respect to such material. We shall be free to copy, disclose, distribute, incorporate and otherwise use the Information and all data, images, sounds, text and other things embodied therein for any and all commercial or non-commercial purposes.
3. You agree to use common sense and good judgment when conducting or posting any Information. We insist that all Members abide by netiquette and communicate with each other in a respectful manner.
REJECTION OR REMOVAL OF MEMBERS
1. We reserve the right to reject your Registration or cancel your Membership at any time and for any reason or for no reason and without notice to you.
2. If your Account is suspended or terminated, you may appeal for reinstatement. Your appeal must include a written statement as to why you should be reinstated along with your contact information. Your appeal may be reviewed at our discretion and any determination as to your reinstatement will be at our sole discretion. Your submission of an appeal does not, in any manner, guarantee that you will be reinstated or that the appeal will necessarily be reviewed. We will contact you as to our decision to reinstate you. We are not obligated to give you any reasoning as to our decision. All decisions are final.
CONFIDENTIALITY/NON-DISCLOSURE

During the course of your Membership, we may disclose to you, or you may otherwise learn of or discover, our documents, business practices, object code, source code, management styles, day-to-day business operations, capabilities, systems, current and future strategies, marketing information, financial information, software, technologies, processes, procedures, methods and applications, or other aspects of our business. You hereby agree that any and all of this information is confidential and shall be our sole and exclusive intellectual property. Any disclosure of our information to a third party (specifically including a direct competitor) is strictly prohibited. All obligations contained herein will survive the termination of this Agreement.
NON-SOLICITATION

During the term of this Agreement, you shall not solicit for employment any of our employees of whom you become aware through the performance of this Agreement. Furthermore, you shall not otherwise hinder any of our other business relationships including those with our Members.
USE OF SHIPLY

You agree that you shall not acquire the word "Shiply" or any variant that includes the word "Shiply" or may be confused with it on Google Adwords or any similar internet advertising service.
NO CONVICTIONS

You represent that you, and any individuals associated with you who will be involved in a Transaction have not been convicted of a crime which is related in any way to the shipping and/or transportation or haulage business. Furthermore, you warrant and represent that there are currently no legal proceedings instituted against you that would prevent you from performing a Transaction to which you are or may be a party or your obligations under the Conditions.
INDEMNIFICATION
1. Shiply and its Affiliates, owners, principals, officers, employees and agents shall be referred to, collectively, as “Shiply Indemnitees.” “Affiliate” means any entity that directly or indirectly owns or controls, is owned or controlled by, or is under the common ownership or control with a Party, where ownership or control is denoted by having more than fifty percent (50%) of the voting power (or equivalent ownership interest) of the applicable entity.
2. You agree to and shall indemnify, defend (with legal counsel reasonably acceptable to Shiply Indemnitees) and hold Shiply Indemnitees harmless from and against any and all actions, suits, claims, demands, debts, liabilities, obligations, losses, damages, costs, expenses, penalties or injury (including reasonable attorneys’ fees and costs of any suit related thereto) suffered or incurred by any of them arising from (a) any misrepresentation by, or breach of any covenant or warranty of by you contained in this Agreement or any exhibit, certificate, or other agreement or instrument furnished or to be furnished by you hereunder; or (b) any acts or omission by you and/or your Affiliates, owners, principals, officers, employees and agents. The foregoing indemnification shall expressly include personal injury and damage to property.
3. If any lawsuit, enforcement action or any attempt to collect on an alleged liability is filed against any Shiply Indemnitee on the bases described hereinabove, written notice thereof shall be given by the Shiply Indemnitee(s) to you within ten (10) business days after receipt of notice or other date by which action must be taken; provided, however, that the failure of any Shiply Indemnitee to give timely notice shall not affect its rights to indemnification hereunder except to the extent that you demonstrate damage caused by such failure. After such notice, you shall be entitled, if you so elect, to take control of the defense and investigation of such lawsuit or action and to employ and engage attorneys of your own choice to handle and defend the same, at your reasonable cost and expense. The Shiply Indemnitee(s) shall cooperate in all reasonable respects, at your cost and expense, with you and such attorneys in the investigation, trial and defense of such lawsuit or action and any appeal arising therefrom. You shall not, without the prior written consent of the respective Shiply Indemnitee(s), effect any settlement of any proceeding in respect of which the Shiply Indemnitee(s) is/are a party and indemnity has been sought hereunder unless such settlement of a claim, investigation, suit, or other proceeding only involves a remedy for the payment of money by you and includes an unconditional release of the Shiply Indemnitees from all liability on claims that are the subject matter of such proceeding.
INSURANCE

The following provisions apply only to TRANSPORT Providers.
1. Without limiting any of your liabilities or any other, if you are Transport Provider, you shall secure at your own expense and continuously maintain with insurance companies in good standing, reasonably acceptable to Shiply and having an A.M. Best Insurance Reports rating of A-VII or better such insurance as will protect Shiply Indemnitees from liability and claims for personal injuries and damages which may arise out of or result from a Transaction in the following minimum amounts:
  1. Auto Liability with limits not less than $2,000,000 per incident.
  2. Workers’ Compensation that complies with all applicable workers’ compensation laws.
  3. General Liability with limits not less than $1,000,000 per incident including full replacement value of all property transported by you.
  4. Employer’s Liability with limits not less than $1,000,000 per incident.
  5. Hazardous Materials. Each Member shall maintain insurance covering hazardous materials including but not limited to asbestos with limits not less than $1,000,000 per incident.
2. All liability policies required herein shall include provisions or endorsements naming Shiply, its Affiliates, owners, officers, directors, agents, employees, servants and insurers of the same as additional insureds or loss payees.
3. All policies required by this Agreement shall be on an “as occurred” basis with provisions that such insurance is primary and that any other insurance maintained by Shiply and its Affiliates (including self-insurance) is excess and not contributory insurance with the insurance required hereunder.
4. You shall provide notice to Shiply immediately upon receipt of notice of any policy cancellation or reduction of policy limits for any reason and shall provide proof of full replacement coverage prior to the effective date of cancellation.
5. Unless prohibited by applicable law, all required insurance policies shall contain provisions that the insurer will have no right of recovery or subrogation against Shiply, its Affiliates or co-venturers, owners, agents, directors, officers, employees, servants, and insurers, it being the intention of the parties that the insurance as effected shall protect all of the above-referenced parties.
6. You shall require subcontractors who perform services for you in connection with a Transaction to carry insurance commensurate with their respective scopes of work. You shall remain responsible for any claims, lawsuits, losses and expenses (including defense costs) that exceed any of your subcontractors’ insurance limits and for uninsured claims or losses.
Force Majeure

Neither Party will be responsible for any failure or delay in its performance under this Agreement (except for any payment obligations) due to causes beyond its reasonable control, including, without limitation, acts of God, strikes, lockouts, riots, acts of war, epidemics, pandemics, communication line failure, governmental orders (including but not limited to quarantines) and power failures.
Survival.

Those provisions of this Agreement that by their terms or sense are intended to survive termination or expiration of this Agreement will survive and remain in full force and effect, including, without limitation, General Conditions Sections 5, 6, 10 and 11, and Supplemental Conditions 7-9, 11, 13-15, 17-20.

Last Revised Date: May, 22 ^nd 2020