uShip User Agreement

This document describes the terms with which uShip offers you access to our services. This agreement describes the terms and conditions applicable to your use of our services available under the www.uShip.com domain. Once you accept the terms and conditions of this Agreement, you hereby agree and acknowledge that at anytime and in our sole discretion, we may effectively modify the terms and conditions of this Agreement by posting the modified Agreement with its new terms and conditions on the uShip website. All modified terms and conditions shall take effect immediately after posting to the uShip website. You agree and consent to any and all modified terms and conditions hereunder. This Agreement may not be modified, amended, and/or changed by you in any manner. Furthermore, you agree that we may modify this Agreement or discontinue our website at anytime and without notice and without any liability or responsibility to you. This agreement is effective on September 17th, 2003 for all users.

1. uShip is a Neutral Venue. uShip is not a transportation service provider (TSP), freight forwarder or broker. Our site acts as a venue where shippers and TSPs can meet and enter into agreements. We are not involved in the actual transaction between shippers and TSPs. As a result, we have no control over the quality, safety, or legal aspects of the transactions that take place on our website. uShip does not prequalify or validate the claims of TSPs including with respect to their licensure, insurance and registration. We and our website function solely as a neutral venue and digital clearinghouse where two parties may agree on a price for a particular type of service. We are the neutral venue for this connection between you and other members. We do not provide any endorsement for you or your services, you acknowledge and agree that we do not provide the services and we are not in any way responsible for assisting you in any manner with your provision of the services. We cannot and will not guarantee the ability of members to complete payment for any of the provided services. Furthermore, due to the difficulty of individual authentication, especially on the Internet, we cannot and will not in any manner verify or confirm the identity or ability of members to pay for the provided services. You acknowledge and agree that any and all communications, correspondence, verbal or written, or any warranties or representations, made with regard to the services are not provided by us and are specifically and solely between you and the other member. Because we are not involved in the actual transaction between shippers and TSPs, we have no control over the accuracy of listings, the ability of TSPs to transport items, or the ability of shippers to send items. We cannot ensure that a shipper or TSP will actually complete a shipment.  

2. Membership. Our services are available only to individuals who can form legally binding contracts under applicable law. Our services are not available to minors or to temporarily or indefinitely suspended uShip members. Minors may only use this service in conjunction with their parents or guardians. Your uShip membership may not be transferred or sold to another party. If you are registering as a business entity, you represent that you have the authority to bind the entity to this agreement. Members who engage in the transportation of goods must have a valid license to operate the vehicle they intend to use. You agree that the website is for services only and that work that you provide will only involve services. You agree that you will not use your participation in the uShip website as a means to sell or market any types of goods or products, unless specifically allowed by uShip.

3. Other Terms and Conditions. You acknowledge and agree that we have the sole discretion to set forth and post additional terms and conditions for your use of the website at various places throughout the website. You agree that those additional terms and conditions shall be considered an effective amendment to this Agreement and said terms and conditions shall be incorporated herein. Furthermore, You expressly agree that if there is any conflict between those additional terms and conditions and the specific terms and conditions set forth herein, the terms and conditions set forth herein shall govern.

4. Fees. There are currently no fees to join uShip and no listing or transaction fees for shippers. Transportation Service Providers (TSP’s) are charged a base transaction fee (base fee may be discounted for “Power Provider” or other special programs) based on a tiered percentage of their accepted bid price.. The tiered match fee structure is as follows: 12.9% of the price from $0.01-$300.00, with a minimum charge of $19.99; 9.9% of the price from $300.01-$700.00; 6.9% of the price from $700.01-$2,000.00; and 3.9% of the price for any amount over $2000.01. For example, a match price of $2,500.00 would be charged a fee of $187.50. Please see the table below for the tiered breakdown for this example:

Tier	Amount	Rate	Fee
$.01-$300	$300.00	12.9%	$38.70
$300-$700	$400.00	9.9%	$39.60
$700-$2000	$1,300.00	6.9%	$89.70
$2000+	$500.00	3.9%	$19.50
Total:	$2500		$187.50

This fee is only charged if a TSP's bid is accepted by the shipper. Fees will not be billed to the TSP's credit card until the 4th day of the month following the month they were incurred. Multiple transactions in the same month will be billed collectively. If in any billing period, we are not able to charge your credit card on file the full amount owed us we reserve the right to charge your credit card for fees associated with specific matches or transactions that occurred on our site. Account credits resulting from prepaid deposits (see Section 5) will offset the fees due to uShip. uShip reserves the right to waive or change our fees, penalties, or interest at any time. We may temporarily change or suspend our fees as a promotion and such changes are effective for the promotional period described on our website. All fees are quoted in U.S. Dollars. You are solely responsible for paying all fees associated with using our services as well as all applicable taxes. You are responsible for all actions taken with your username and password, including fees. We recommend that you not disclose your uShip password to any third parties.

5. Deposits. When a shipper accepts a bid, they are required to pre-pay a deposit in the amount of the TSP’s transaction fee (see Section 4). This deposit is collected by uShip and credited to the TSP’s uShip account. The deposit amount is then deducted from the accepted bid amount, and the shipper pays the balance directly to the TSP. For example, if the total accepted bid is $2,500, then based on the tiered transaction fee, the shipper will pay an amount equal to the $187.50 fee. The deposit amount of $187.50 is collected by uShip and credited to the TSP’s uShip account. The shipper then pays the remaining balance of $2312.50 directly to the TSP. The pre-paid deposit is refundable to the shipper in the event of a match cancellation/retraction or in a dispute where the TSP is determined to be at fault.

6. Authorization to Credit and Debit Accounts. You irrevocably and expressly authorize uShip to credit any monies to the account that you have identified for uShip. You agree that it is your responsibility to maintain a valid, non-expired credit card on file with us while engaging in activity on our website. You agree that if you do not maintain a valid, non-expired card on file with us during any billing attempt, you may be subject to interest and penalties as enumerated above. You irrevocably and expressly authorize uShip to withhold any monies and/or debit any monies from any account that you have identified to uShip for any charge backs, fees, costs, deductions, adjustments and any other amounts owed to uShip. We reserve our rights to all actions and remedies in connection with any monies owed to uShip. You will indemnify, defend and hold us harmless for any claims, demands or causes of actions that we take toward any identified account pursuant to this Section.

7. Unpaid Fees. If, for any reason, any fees have not been received or in any manner realized by uShip on matches that have been completed by you for the services and any additional services performed by you ("Unpaid Fees"), You agree to pay such Unpaid Fees immediately. If in any billing period, we are not able to charge your credit card on file the full amount owed us we reserve the right to charge your credit card for fees associated with specific matches or transactions that occurred on our site. If in any billing period, we are not able to charge your credit card on file the full amount owed us, uShip may charge your account a penalty of no more than $10 for every billing period that your account remains unpaid. In addition, uShip may charge interest, in the amount of 1.5% per month or fraction thereof, on any unpaid account balance that you maintain. Any partial payments made to members’ account balances will first be applied to the most recent fees owed us. If anytime after 30 days we cannot collect any fees owed to us, we may suspend or terminate your account or, at our discretion, put your account into the uShip Financial Probation Program, which allows you to continue to place bids and win business in the uShip marketplace while being subjected to a higher match fee (currently 10.0%) that is paid directly to us by the Shipper as a deposit prior to the Shipper accepting a bid from You. This deposit reduces the money that you may collect from the Shipper by the exact amount of the deposit paid by the Shipper. If you subsequently pay off your entire balance owed to uShip, you may be removed from the uShip Financial Probation Program. uShip reserves the right to waive or change our fees, penalties, or interest at any time. You also agree to pay any attorney fees, and other costs of collection incurred by us with respect to any Unpaid Fees. You also consent and authorize us to in our sole discretion make appropriate reports to 3rd party credit collection agencies, credit reporting agencies, financial institutions, tax agencies and law enforcement authorities, and cooperate with them in any resulting investigation or prosecution.

8. Match Cancellations and Refunds. . A “Cancellation” occurs when either party has to cancel AFTER a bid was accepted on uShip but BEFORE any services are performed. After a bid is accepted and the two parties communicate directly, occasionally one or both of the parties determine that they cannot complete the transaction. Cancellations should only be requested after reasonable attempts have been made to reach an agreeable solution and it is certain that the services that were booked on uShip will not be performed. When you request a cancellation, the other party will be notified and will have 72 hours to respond by either:

a) accepting the cancellation and your reason;
b) accepting the cancellation but providing their own reason and/or comments; or
c) rejecting the cancellation and requesting review by uShip staff.

If your Request for Cancellation is accepted by the other party, the match will be retracted and the shipment can either be relisted or deleted. If your Request is rejected by the other member, then the Request will be sent to uShip and a determination will be made on allowing or not allowing the Cancellation. If the other party does not respond within the 72 hour period, the cancellation and reason will be automatically accepted (Case a). Once a cancellation is accepted, any refunds associated with the shipper deposit will be refunded to the shipper.

Cancellations are also incorporated into feedback. Every member is allowed 1 free cancellation for every 10 matches (10%) on uShip. Each excessive cancellation, above the 10% threshold, will count as ½ of a non-positive against a member’s percent positive feedback. Cancellations will not affect the overall feedback score, just the percent positive. Cancellations from Book it Now and Ship it Now matches will not count as excessive cancellations.

uShip takes abuse of the Cancellation process seriously. This includes submitting false or exaggerated reasons, attempting to retract matches that have already occurred or are expected to occur, or colluding with other members to abuse the process. A member that is found to be abusing the process will automatically have their cancellation request denied, may be subject to additional fees and penalties, and may have their account immediately suspended or deleted.

Please do not email dispute@uShip.com for Match Retractions.

9. No Agency. You hereby agree and acknowledge that your execution of this Agreement, your provision of services and/or your use of the uShip website, does not confer or imply any contractor (independent or otherwise), agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship with us and furthermore that no affiliation, association or connection exists between you and us.

10. Release. Should you have a dispute with one or more uShip users, you release uShip, Inc., its officers, directors, agents, and employees from all claims, demands and damages (actual and consequential) of any kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes.

11. Shipping. As a shipper, you are obligated to complete the transaction with the TSP if you accept the TSP's bid, unless the transaction is prohibited by law or by this Agreement. By accepting a TSP's bid, you agree to be bound by the conditions of the bid included in the bid details so long as those trip details are not in violation of this Agreement or unlawful. Acceptance generally is not retractable unless: (1) the TSP materially changes the bid details after your acceptance; (2) a typographical error is made; or (3) you cannot authenticate the TSP's identity or credentials (see “Match Retraction” above for more details). The TSP reserves the right to inspect your shipment before accepting it, and to refuse to transport any item prohibited by this Agreement or by law. We recommend that you do not seal any package before inspection by the TSP. IMPORTANT: uShip does not screen or qualify TSPs for compliance with federal, state or local laws and regulations. It is recommended that you confirm such compliance directly with the TSP before services are rendered by the TSP.

12. Prohibited and Restricted Items. Prohibited Items: Hazardous or dangerous goods. These are items that may pose a danger to health, safety, or property while being transported (such as explosives, radioactive materials, flammable gases and solids, and toxic substances). Hazardous goods that cannot be shipped through the mail or commercial carrier are not allowed on uShip. The few hazardous materials that lawfully may be transported under certain conditions (if they are properly packaged and labeled) may be listed on uShip - provided that the 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. For details on particular hazardous substances and transportation requirements in the US, see the U.S. Postal Service Publication 52. Restricted Items: Prohibited regulated or perishable goods. These are items considered restricted or perishable by the U.S. Postal Service which generally do not pose a danger to health, safety, or property while being transported, but their transport is regulated or banned for public policy reasons. Generally, restricted or perishable items that can lawfully be transported by mail or commercial carrier are permitted on uShip (see U.S. Postal Service Publication 52 for additional details). Full responsibility rests with the sender to comply with all postal and nonpostal laws and regulations that relate to the mailing of hazardous, restricted and perishable material. Anyone who sends, or causes to be sent, a non-mailable or improperly packaged hazardous material can be subject to legal penalties (i.e., fines and/or imprisonment), including but not limited to those specified in 18 U.S.C.

13. Household Goods Shipments. The Federal Motor Carrier Safety Administration (FMCSA), part of the U.S. Department of Transportation, administers laws and regulations for the protection of shippers of household goods. Your TSP is required by the FMCSA to provide you with certain information pertaining to a household goods move. You can determine the FMCSA registration and safety status of your TSP at www.fmcsa.dot.gov and review the FMCSA regulations for household goods moves as well as other helpful information at www.protectyourmove.gov.

14. Non-household Goods Shipments. The Federal Motor Carrier Safety Administration, part of the U.S. Department of Transportation, required that all TSPs handling interstate shipments register with it and provide certain information. You can determine the registration and safety statues of your TSP at www.fmcsa.dot.gov. Certain transportation services may involve movements only within one state. A number of states have statutes and regulations pertaining to such intrastate transportation. We suggest you check with your state Department of Transportation if your service is entirely within one state.

15. Transportation. You must legally be able to transport the shipments you bid on. You agree that it is your sole obligation to comply with all laws, rules, statutes and regulations that may apply including any and all local, state and federal licensing requirements. You must describe your offer and all terms of your services on the bid submittal form on our site. You acknowledge that the uShip website exists for members to make a fully informed decision about your bids, services offering, policies and procedures. Therefore, you shall disclose to every member that you attempt to do business with your services offerings and relevant policies, procedures and fees that you will charge, including, but not limited to, taxes and/or other service charges. In the event, that you charge "extra fees" (and we are made aware of this fact), uShip reserve the right to suspend or cancel your account at our sole discretion. Your bid may only include content relevant to the description of your transportation services. If you bid on any shipment and your bid is accepted by the shipper, you are obligated to perform the services offered in your bid at the accepted bid price. You authorize uShip to charge the uShip match fee to your credit card when the shipper accepts your bid (see Fees and Match Retraction above). We provide distance calculations and driving directions (or links to 3rd party driving directions) to TSPs as part of our service. We are not responsible for the accuracy of this information. We recommend that you verify with the shipper the information that we provide.

16. Account Flagging System. The uShip site is self-policed by the uShip community via a flagging system. The flagging system is used to communicate the policies of the uShip User Agreement and uShip Discussion Forum Rules. uShip members are able to ‘flag’ certain texts that do not comply with this Agreement or the Forum Rules. White flags are located in areas that are able to be flagged, including: shipment Q&A forum, the bid details section, user profiles, and shipment listing information. To flag text, community members click on the white flag following the text in question. After agreeing that the text you are flagging violates the uShip User Agreement or Forum Rules, the white flag will turn yellow. A yellow flag is sent to the uShip team for review. After review, the uShip team will either ‘green flag’ the text, meaning there was no violation, or ‘red flag’ the text, meaning there was a violation and the content has been removed. A uShip member who receives a red flag on three separate occasions is subject to suspension of their account.  

17. Information You Submit. You solely are responsible for any information you provide to us or other users in the registration, shipping, or transportation process. Your personal information and any shipment or trip listings must be true, legal, accurate, and non-fraudulent. You may not provide contact information to other members for the purpose of bypassing uShip transaction fees. Information may not contain any viruses or other malware that may damage or interfere with our website. Furthermore, you may not list any shipment or trip on our site that, by paying to us a match fee, could cause us to violate any applicable law, statute, ordinance or regulation, or that violates our Prohibited Items terms. You authorize uShip to use the information you supply to us in connection with our services and in accordance with this Agreement. Our website acts as a passive conduit for any and all communication and/or distribution of information. We have no control, editorial or otherwise, over any communication, information, and specifically, over the content of such communication or information. We do not and will not ensure the accuracy or reliability of such communication or information nor will we act as a monitor over the content of such communication for information. However, we do reserve the absolute right to remove or restrict any communication or information that you may post to the website that is in violation of this Agreement, illegal, threatening, or lewd. You acknowledge and agree that this website acts as a passive conduit for any of your on line communication or distribution of content or information.

Furthermore, you expressly represent and warrant the following: (1) You are the owner, with all appurtenant rights thereto, of any and all communication, content and/or information that you post on the website, or; (2) You are the legitimate and rightful grantee of a worldwide, royalty free, perpetual, irrevocable, sub-licensable, non-exclusive license to use, distribute, reproduce and distribute such communication, content and/or information. To only that extent to allow us to use your communication, content and/or information and not violate your rights in the same, You grant to us a royalty free, perpetual, irrevocable, sub-licensable, non-exclusive license to exercise the copyright, publicity and database rights that you have in your communication, content and/or information. You further represent and warrant that any and all of your online communication, content and/or information:

• Will not violate any federal or state law, regulation, rule, or statute;
• Will not violate the terms of this Agreement;
• Will not infringe any third party's intellectual property rights including but not limited to copyright, patent or trademark rights;
• Will not contain obscene, lewd, or suggestive content and under no circumstances will it contain pornography;
• Will not be libelous, threatening, harassing or defamatory. This specifically includes making legal claims of any sort about uShip employees, agents, other members, or the marketplace itself;
• Will not contain any computer hardware or software, viruses, trojan horses, worms, or any other computer programming that may interfere with the operation of our website, operation of any of our systems and or create or impose a large burden or load on our website;
• Will not scan or test the vulnerability or security of our website or the system within which it operates;
• Will not be used for commercial or public purposes outside of the requirements of this Agreement;
• Will not create liability for us in any manner whatsoever;
• Will not frame or link to our website without our written permission;
• Will not involve the upload, or insertion of, any programming language or code into or onto, our website.

You agree to use common sense and good judgment when conducting or posting any online communication or distribution of information. You assume legal responsibility for all damages incurred as a result of any of your online communication or distribution of information.

18. Fraud. uShip may suspend or terminate your account if we suspect that you have engaged in fraudulent activity in connection with our website. Members may not manipulate the bid prices for any shipment or interfere with other members' listings or transactions. Other fraudulent acts include:

A. Fees - You shall NOT:

• Charge to, or in any way attempt to collect from members, as an additional charge to the total amount agreed upon for the services, the uShip Match Fee, or;
• Charge members a higher price (including taxes, service charges, or any other fees) than that which was agreed upon on the uShip website (given that the particulars of the service requested are materially the same as those requested on the uShip website). Your accepted bid price must include ANY and ALL charges, including any taxes, fees, etc.;
• Represent or communicate to members that you are to collect the uShip Match Fee;
• Cause another person or entity to engage in any conduct, act or behavior intended or designed to circumvent or avoid, in any manner, our right to the uShip Match Fee;
• Enter into any transaction, letter of intent or memorandum of understanding, written or verbal, formal or informal agreement, with a member, that circumvents or avoids our right to a Match Fee;
• Communicate or correspond, whether by written, verbal, or electronic means, with a member, for the purpose of entering into an agreement or transaction that circumvents or avoids our right to a Match Fee.

B. Manipulating feedback - You acknowledge and agree that the uShip website is a neutral venue and that all transactions for services are made by and between you and other members only and, therefore, we can not, do not and will not make any comments on behalf of you or your services. As a consequence, you acknowledge that the key component and integrity of the website is the ability of members to leave feedback about you and/or your services (whether positive, neutral or negative) AND for other members to read and evaluate those feedback reviews and make voluntary choices based upon those feedback. Therefore, in order to preserve the key component and integrity of the website, you shall NOT:

• Improperly influence in any manner, or cause another to, improperly influence in any manner the feedback of the member;
• Post and/or cut and paste and/or copy the content of a member feedback review from the uShip website to your own personal or business website, to any other third party web site and/or on any of your own personal, business or third party marketing/advertising materials regardless of the form;
• Attempting to gain feedback by receiving multiple feedback from the same member (members may only leave one feedback, whether positive, neutral, or negative, to any other member, regardless of the number of matches that the two parties complete with each other);
• Post or attempt to post, in any manner or by any means, a feedback review on your own account.

19. Off-Site Communications. uShip prohibits offers by its members to transport listed shipments, or to offer listed shipments for transport, outside of the uShip site. Offers of this nature circumvent uShip’s fee structure and are a potential fraud risk for both shippers and TSPs. Some examples of off-site offers include:

• Entering personal contact information, such as website addresses, fax numbers, phone numbers or email addresses, in uShip’s question and answer system, profile section, “Additional Information” sections, username, discussion forums, shipment listing, or shipment description.
• Using personal contact information, such as website addresses, fax numbers, phone numbers, or email addresses, obtained through uShip’s question and answer system, profile section, “Additional Information” section, username, discussion forums, shipment listing, or shipment description to offer to deliver a listed item off-site or to offer a shipment for delivery off-site.

uShip reserves the right to edit, amend, or delete any personal contact information that members submit on our site. uShip reserves the right to suspend or delete the account of any member that attempts to make off-site transactions.

20. Community Discussion Forums. uShip’s Community Discussion Forums are intended to allow our members to communicate their experiences using uShip. uShip reserves the right to edit, amend, or delete any information posted on the discussion forums if, in the sole opinion of uShip, the posting contains language that is vulgar, obscene, inflammatory, illegal, irrelevant, or in violation of any section of this User Agreement or our Discussion Forum Rules, which has detailed information about what postings we deem unacceptable.

21. Right to Reject or Remove Members. We reserve the absolute right to reject your participation, or remove you from your current participation, in the uShip website at any time and for any reason or for no reason and without notice to you. An event that may result in the rejection or removal of Your participation can include but is not limited to: any circumvention of the uShip marketplace by you or by others at your direction; Your creation, maintenance and/or management of more than one account; your circumvention or non-payment in full of our fees; any attempt by you to improperly influence, or cause another to, improperly influence the feedback of members; any attempt by you to harass, or cause another to harass, or commit inappropriate communications with a member and/or a failure to deliver the promised services on time; any attempt by you to harass, or cause another to harass, or commit inappropriate communications with one of employees, agents, or partners.

22. Petition for Reinstatement. Upon your removal from the uShip website, you may petition for reinstatement. Your petition for reinstatement must include the following: a) A written statement as to why you should be reinstated b) Your contact information; your Petition will be reviewed at our discretion and any determination as to your reinstatement will be based on our sole judgment. Your submission of a Petition does not, in any manner, guarantee, that you will be reinstated and we specifically disclaim any and all representations with respect to such guarantee. We will contact you as to our decision to reinstate You. We are not obligated to give you any reason or basis as to our decision. You understand that any decision as to reinstatement may be a simple, yes or no. All decisions are final.

23. Confidentiality/Non-Disclosure. As a result of the performance of this Agreement and whether due to any intentional or negligent act or omission, 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 ("Our Information"). You hereby agree and acknowledge that any and all of our information is confidential and shall be our sole and exclusive intellectual property and proprietary information. You agree to use Our Information only for the specific purposes as allowed by the performance of this Agreement. Any disclosure of Our Information to a third party specifically including a direct competitor is strictly prohibited and will be vigorously challenged in a court of law. All obligations contained herein shall survive the termination of this Agreement. Furthermore, you acknowledge that our information is proprietary, confidential and extremely valuable to us, and that we would be materially damaged by your disclosure of Our Information. You acknowledge and agree that monetary damages provide an insufficient remedy for the breach of this confidentiality obligation, and that we shall be entitled to injunctive relief.

24. Taxes You are responsible for collecting and remitting any and all taxes associated with the transactions or use of this site.

25. Record Keeping/Audit. We reserve the right to keep all records of any and all transactions and communications between you and other members for administration purposes.

26. Non-solicitation. During the term of this agreement, you shall not solicit to hire nor hire our employees of whom you become aware of through the performance of this Agreement. Furthermore, you shall not otherwise interfere with any of our other business relationships including those with our members.

27. No Felony Convictions. You represent and warrant that you, and any individuals associated with you who will perform the services, have not been convicted of a felony. Furthermore, you represent or warrant that there are currently no legal proceedings, criminal, civil or administrative, instituted against you that will prevent you from performing the services.

28. Unsolicited Idea Submission. We always want to receive messages and feedback from uShip members and welcome any comments regarding the uShip marketplace. However, uShip policy does not allow us to accept or consider ideas, suggestions, or proposals other than those we specifically request. The intent of this policy is to avoid the possibility of future misunderstandings when new functionality and features developed internally by uShip might be similar or even identical to your idea.

If you do send uShip an unsolicited suggestion, idea, or proposal, or if you send, at the request of uShip, a comment or suggestion to improve the uShip Marketplace (for example, through Discussion Boards or via email) (collectively, the "Submission"), uShip will consider the Submission to be non-confidential and non-proprietary. uShip shall have no obligations concerning the Submission, contractual or otherwise (including but not limited to an obligation to keep the Submission confidential), and shall not be liable for any use or disclosure of any Submission. uShip shall be entitled to unrestricted use of the Submissions for any purpose whatsoever, commercial or otherwise, without compensation to you.

29. Identity Verification. We use techniques to help verify the identity of TSPs when they register on our website; however, uShip cannot and will not confirm each service provider's identity. We have implemented a user-managed feedback system to help you evaluate other members you are transacting with.

30. Feedback. For each uShip transaction, the shipper and service provider are allowed to rate each other by leaving feedback for one another. Feedback consists of leaving one rating (positive, negative or neutral), along with a short comment about your experience. Feedback scores are calculated when another member gives you a +1, 0, -1 score. Each member’s overall feedback score is the difference between the number of members who left a positive rating and the number of members who left a negative rating.

When a member leaves more than one of a particular type of feedback, for example three positive ratings for another member (for three different transactions), the other member’s score only increases by +1. While the score is only increased by +1, each of the comments are made available for the community to read in the profile section. A member can only influence another member’s feedback score by one positive, one negative or one neutral rating. For example, if you leave 3 positives and a negative, only one of the positives and one of the negatives will count against the score, netting to provide a score of 0.

Cancellations are also incorporated into feedback. Every member is allowed 1 free cancellation for every 10 matches (10%) on uShip. Each excessive cancellation, above the 10% threshold, will count as ½ of a non-positive against a member’s percent positive feedback. Cancellations will not affect the overall feedback score, just the percent positive. Cancellations from Book it Now and Ship it Now matches will not count as excessive cancellations.

If you attempt in any way to undermine the integrity of our feedback system in any way, or if you earn a net feedback rating of negative four (-4) or lower, your membership may be suspended. You acknowledge that your feedback consists of comments left by other uShip members and a composite feedback number compiled by uShip. You agree that you will not use your uShip feedback in any venue other than uShip. Members should always use caution and good judgment when leaving feedback for another member because, members could be help legally responsible for damages to a member’s reputation if a court were to find that the remarks constitute libel or defamation. Under federal law (the Communications Decency Act), because uShip does not censor feedback or investigate it for accuracy, uShip is not legally responsible for the remarks that members post, even if those remarks are defamatory. However, this law does not protect the person who leaves the feedback from responsibility for it.

31. Resolving Feedback Disputes. To maintain the integrity of the feedback system, feedback left for a member is a permanent part of that member’s profile. Feedback comments cannot be edited at a later date. Members should resolve any misunderstandings prior to leaving feedback since most misunderstandings can and are resolved quickly through direct communication. There may be times when you are unhappy with, disagree with, or regret feedback that you left for another member, or that may have been left for you. If you have a disagreement over feedback that has been left, you have options to respond:

A) Reply to Feedback Received. Share your side of the story by responding to any comment that has been left for you. Your response will be shown directly below the comment left by the other uShip member.
B) Mutual Feedback Withdrawal. If both members are able to resolve a problem after feedback has been left, you can mutually agree to withdraw the feedback rating. The feedback comment will still appear in your profile, but it will no longer count towards your feedback score. Both members must agree, and feedback will be withdrawn at the same time upon confirmation of the request by both members.
C) Feedback Comment Withdrawal. uShip will remove individual feedback comments only in very rare circumstances, such as when they violate certain uShip policies. Other situations where uShip will remove feedback include: feedback containing vulgar language or other personal contact information, and instances when uShip receives a valid court order to remove feedback.

32. Remedies. Remedies for use of our website that violate this agreement include, but are not limited to, the immediate removal your shipment or trip listings, notifying our members of your actions, issuing a warning, temporarily suspending your membership, terminating your membership, and refusing to provide our services to you.

33. No Warranty. uShip, our employees, and our suppliers provide services without any warranty or express, implied or statutory conditions. We specifically disclaim any implied warranties of title, merchantability, fitness for a particular purpose and non-infringement.

34. Limited Liability. In no event shall we, our employees, or our suppliers be liable for lost profits or any special, incidental or consequential damages arising out of or in connection with our website, our services or this agreement however arising, including negligence. Our liability, and that of our employees and suppliers, to you or any third parties in any circumstance is limited to the greater of the amount of fees you pay to us in the 12 months prior to the action giving rise to liability, and $100.

35. Indemnity. You agree to indemnify and hold us and our officers, directors, agents, and employees harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of your negligence, breach of this Agreement, or violation of any law or the rights of a third party.

36. Legal Compliance. You shall comply with all applicable domestic and international laws, statutes, ordinances and regulations regarding your use of our service and your listing, shipping, transporting, and solicitation of offers to ship and transport items.

37. Arbitration. Any legal claim arising out of or relating to this Agreement or our services, excluding legal action taken by uShip to collect our fees and/or recover damages for, or obtain an injunction relating to, the uShip site operations, intellectual property, and our services, shall be settled by binding arbitration in accordance with the commercial arbitration rules of the American Arbitration Association. The arbitration shall be conducted in Austin, Texas, and judgment on the arbitration award may be entered into any court having jurisdiction thereof.

38. Dispute Resolution. Disputes between you and uShip regarding our services should be reported to support@uship.com. We will attempt to resolve any disputes you have with us. Because we are a neutral venue (as explained above), we are not responsible for resolving any disputes between you and members regarding services. If you report a dispute to uShip, we will make every effort to help both parties communicate, however, all disputes must be resolved directly between you and members. Therefore, if we are contacted by a member who claims to have a dispute with you regarding the services and they request your contact information (including but not limited to any of your provided phone numbers and/or addresses) to settle the dispute, You expressly authorize us to release your provided contact information to the customer and you agree to release us from any and all liability associated therewith. We encourage you to report all member-to-member disputes to law enforcement officials or a certified mediation or arbitration entity (for example, SquareTrade). We do not specifically endorse any such third party mediation or arbitration entity. When appropriate, we also encourage you to report disputes involving fraud, theft, or other criminal activity to the appropriate law enforcement agencies.

39. Protection of Intellectual Property Content. The uShip website contains copyrighted material, inventions, know how, potential patentable business method material, design logos, phrases, names, logos or HTML Code ("Intellectual Property Content") all of which, unless otherwise indicated and/or provided pursuant to a third party license, are our sole property and we retain all appurtenant rights, interests and title thereto. We also claim ownership rights under the copyright and trademark laws with regard to the "look", "feel", "appearance" and "graphic function" of this website including but not limited to its color combinations, sounds, layouts and designs. You agree and acknowledge that your use of this website does not confer upon you any license or permission to use our (or any third party's) Intellectual Property Content. You shall not reproduce, modify, display, sell, or distribute the Intellectual Property Content, or use it in any other way for public or commercial purpose. All other trademarks, service marks and copyrights are held by their rightful owners.

40. Trademark and Domain Name Protection. The uShip website contains trademarks, tradenames, trade dress, service marks, domain names or other indicia of ownership (collectively the "Marks") owned or licensed for use by us. Unless otherwise agreed to in an Addendum to this Agreement, you agree that no right, property, license, permission or interest of any kind in or to the Marks is or is intended to be given or transferred to or acquired by you pursuant to the execution, performance or non-performance of this Agreement or any part thereof. You shall in no way contest or deny the validity of, our right of title to or license of use for, the Marks, and you shall not encourage or assist others directly or indirectly to do so, during the lifetime of this Agreement and thereafter. You shall not utilize the Marks in any manner that would diminish their value or harm their reputation. You shall not use or register any domain name that is identical to or similar to any of the Marks.

41. Security. uShip uses industry standard practices to safeguard your personal information, including firewalls and Secure Socket Layers. We utilize several different security techniques to protect data from unauthorized access, but we cannot guarantee the security of our system. We also do not guarantee uninterrupted or secure access to our system, as the operation of our website can be interrupted by numerous factors outside of our control.

42. Governing Law. THIS AGREEMENT AND YOUR USE OF THE SITE SHALL BE GOVERNED BY THE LAWS OF THE STATE OF TEXAS, WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAWS.

43. General. This Agreement may not be modified, supplemented, qualified, or interpreted by any trade usage or prior course of dealing not made a part of the Agreement by its express terms. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity of this Agreement as a whole and any such provision should be enforced by authorities, and reconstructed if need be, to apply to the maximum extent allowable under applicable law. The failure by either party to enforce at any time any of the provisions of this Agreement, to exercise any election or option provided herein, or to require at any time the performance of the other of any of the provisions herein will not in any way be construed as a waiver of such provisions. Reasonable attorneys' fees and costs will be awarded to the prevailing party in the event of litigation involving the enforcement or interpretation of this Agreement. The section headings used herein are for convenience only and shall not be given any legal import.

Last Revised Date: August 1, 2007

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