uShip In-Home Delivery Master Service Agreement
(Updated: November 19, 2024)
This uShip In-Home Delivery Master Service Agreement (“MSA”) applies to agreements signed on or after April 14, 2020, until July 1, 2023. For agreements signed prior to April 14, 2020, the master services agreement available at the following link applies: https://www.uship.com/learn/uship-in-home-delivery-msa/ . For all agreements signed on or after July 2, 2023, the master services agreement available at the following link applies: https://help.uship.com/hc/en-us/articles/15029662535831-uShip-Master-Services-Agreement.
This MSA governs your use of uShip’s In-Home Delivery Services (“Services”). By executing an agreement that references this MSA (“Contract”), you (hereinafter “Client”) accept and agree to the terms of this MSA. If you are entering into this MSA on behalf of a company or other legal entity, you represent that you have the authority to bind such entity and its Affiliates to this MSA. If you do not have such authority, or if you do not agree with these terms and conditions, you must not accept this MSA and may not use the Services. This MSA is effective as of the date the Contract is signed (the “Effective Date”).
Client acknowledges that this MSA is subject to the terms and conditions of the uShip User Agreement (“User Agreement”) and the uShip Privacy Policy (“Privacy Policy”), which are incorporated in full by this reference. By executing a Contract, Client acknowledges having read and understood the terms and conditions of the User Agreement and Privacy Policy.
This MSA, the Contract, the User Agreement, and the Privacy Policy shall collectively be referred to as the “Agreement”. In the event of any conflict among the various portions of the Agreement, the following order of precedence shall prevail: (i) Contract (including any Exhibits attached thereto); (ii) MSA; (iii) User Agreement; and (iv) Privacy Policy.
Client and uShip shall be collectively referred to as “the Parties” and individually referred to as “Party”.
The Parties agree as follows:
1. Scope of Services
1.1. uShip’s Obligations. uShip shall assist Client in the facilitation of shipping services via the uShip platform in a manner mutually agreed upon by the Parties. uShip will use reasonable efforts to integrate Client’s tools and content into uShip’s online processes in such a manner as mutually agreed upon by the Parties. uShip shall provide Client with instructions on the use of the uShip marketplace, including account creation. uShip will assign a dedicated Customer Success Manager to execute its duties hereunder. The Customer Success Manager is responsible for managing the Parties’ relationship and monitoring the program.
1.2. Not a Transportation Broker. For the avoidance of doubt, uShip is not acting as a broker for Client or Client’s customers by providing its Services (as defined in the User Agreement) and Managed Services (as defined in Exhibit A of the Contract).
1.3. Client’s Obligations. Client will promote uShip’s marketplace to its customers in such a manner mutually agreed upon by the Parties. Client shall be responsible for providing to uShip, in an accurate and timely manner, all information regarding Client as necessary for uShip to perform the Services under the Agreement. Client shall be solely responsible for the content of the Client information and the consequences of uShip’s reliance thereon. Client agrees to use reasonable efforts to integrate uShip tools and content into Client’s online processes in such a manner as mutually agreed upon by the Parties. Client agrees to list shipments on the uShip platform solely via automated means, a designated portal if applicable, or through a Customer Success Manager. Under no circumstances will Client manually list shipments on the uShip platform.
1.4 Minimum Shipment Volume. Client agrees to ship a mutually agreed upon minimum number of shipments each month. If Client fails to meet this obligation, uShip may, in its sole discretion, choose to stop providing Managed Services to Client. In such situations, Client will retain access to the Services and the uShip platform customer support team.
2. Term
2.1 Term. Unless otherwise specified, this MSA is effective as of the Effective Date and will remain in effect as long as the Contract is in effect, including any Renewal Terms. Following expiration of the Pilot Term (as defined in the Contract), the Contract term shall be for a period of one (1) year (“Initial Term”). Thereafter, the Contract shall automatically renew for successive one (1) year periods (each a “Renewal Term” and together with the Initial Term, shall be referred to as the “Term”), unless written notice of the intent not to renew the Agreement is provided by either Party at least sixty (60) days prior to the expiration date of the Initial or any Renewal Terms.
3. Price and Payment
3.1 Fees. Client agrees to pay all fees and other charges in accordance with the Contract.
3.2 Shipment Cost. Client agrees to pay the total transaction value displayed at the time of checkout for each shipment booked using uShip pursuant to the terms of the Contract.
3.3 Shipment Service Charge. Client agrees to pay to uShip a service charge for each shipment booked using uShip pursuant to the terms of the Contract. The service charge is non-refundable in the event of a completed shipment.
3.4 Shipping Protection. Client agrees to obtain shipping protection on each shipment that is booked using uShip via self-insurance, its own insurers, or by purchasing the uShip Protection Plan. Client shall be responsible for the payment of all protection costs, including processing fees. Client shall be responsible for reading and understanding the terms and conditions of the uShip Protection Plan, including restrictions, exclusions, and reimbursement maximums. Client acknowledges that the uShip Protection Plan, if purchased, is non-refundable except in the case of a completed shipment cancellation. Client shall be solely responsible for any and all damages that may occur to any unprotected shipments.
3.5. Damaged Shipments. In order to expedite the case submission process, Client will release payment to the Transportation Service Provider (as defined in the User Agreement) once the shipment has reached its final destination regardless of any damages which may have occurred. Client will promptly notify its Customer Success Manager regarding any and all damaged shipments.
3.6 Misrepresentations and Accessorial Fees. If the dimensions of the shipment vary from the original quote or additional equipment and/or services are required to complete delivery of a shipment, the Transportation Service Provider may charge additional amounts above the quoted price and the Client shall be responsible for all reasonable additional costs incurred including, but not limited to extra labor fees, storage charges, stair fees (per flight) for other than ground floor delivery, missed appointments and redelivery fees, and ferry costs. Client also acknowledges any partial shipments will be paid at the full quoted price unless Client notifies the selected Transportation Service Provider of the change at least 24 hours before the shipment is picked up.
3.7 Release of Payment. Client agrees to release payment to the Transportation Service Provider promptly, but in any case, no more than 24 hours after the shipment has reached its final destination.
3.8 Market Clearing Shipment Rates. Client agrees to offer each shipment listed using the uShip platform at reasonable market clearing rates. In the event a shipment is not accepted by a Transportation Service Provider within 48 hours, Client authorizes the offer price to be automatically increased by $75.00. In the event a shipment is not accepted by a Transportation Service Provider within 96 hours, Client authorizes the offer price to be automatically increased by an additional $75.00.
3.9 Payment Method. Unless otherwise specified, Client agrees to pay for all transactions on the uShip marketplace via credit card.
3.10 Taxes. Client is responsible for all applicable taxes, however designated, incurred in connection with the Agreement, including but not limited to: federal, state, or local sales or use taxes, value-added taxes (VAT), excise taxes, and other taxes or duties which may now or hereafter be levied on the Services provided hereunder or on payments made under the Agreement (collectively, the “Taxes”).
4. Provider of Services.
4.1 Identification of Provider of Services. Client will not attribute the Services provided to Client by uShip during the Contract Term to any other online shipping marketplace or direct competitor of uShip, except as expressly permitted in writing.
5. Publicity
5.1 Marketing. Except as expressly stated herein, neither Party shall (a) create, publish, distribute, or permit any written material (including any material on any website) referencing the other Party or its products or services without such Party’s written consent, or (b) make any representations, warranties or product claims regarding the other Party or its products or services without the such Party’s prior written consent.
5.2 Use of Logo. Client hereby grants to uShip the express right to use Client’s company logo in marketing, sales, financial, and public relations materials and other communications solely to identify Client as a uShip customer. uShip hereby grants to Client the express right to use uShip’s logo solely to identify uShip as a provider of the Services to Client. Other than as expressly stated herein, neither Party shall use the other Party’s marks, codes, drawings or specifications without the prior written consent of the other Party.
6. Support
6.1 User Support. Each Party shall be responsible for their individual products and services.
6.2 Support Services. uShip shall provide support services to Client as set forth in the Contract. uShip will provide any Managed Services to Client during uShip’s normal hours of operations of Monday through Friday from 8 am to 5 pm Central time, excluding major United States holidays. Promptly after the Effective Date, uShip shall provide an escalation path for important issues and emergencies. uShip’s platform shall be available at least 99.5% of the time each month, excluding: (a) normal maintenance of up to 8 hours per month provided that Client is provided at least one (1) day advance notice of such maintenance; (b) errors or unavailability attributable to Client’s actions, omissions or hardware; and (c) events outside of uShip’s reasonable control. Any additional support provided by uShip must be mutually agreed upon by both Parties, in writing, prior to implementation.
7. Licenses
7.1 License and Use. Subject to the terms and conditions of the Agreement, and uShip’s prior written approval of each usage, uShip grants to Client a non-exclusive, non-transferable, revocable, royalty-free license and right to use, reproduce, electronically distribute, publicly display, and publicly perform uShip marks, logos, hypertext links and graphic icon buttons (collectively, the “uShip Content”) only as reasonably necessary under the Agreement and solely to refer to uShip or its products and services. uShip also grants to Client a non-exclusive non-transferable, worldwide limited license to make use of the uShip tools, uShip pricing service, online transportation marketplace and related application programming interfaces (“uShip APIs”), including any updates or enhancements thereto (collectively, the “uShip Applications”) as necessary to use the Services and otherwise exercise Client’s rights under the Agreement. Subject to the terms and conditions of the Agreement and Client’s prior written approval of each usage, Client grants to uShip a non-exclusive, non-transferable, revocable, royalty-free license and right to use, reproduce, electronically distribute, publicly display and publicly perform Client’s marks, logos, hypertext links, graphic icon buttons and other proprietary content (collectively, the “Client Content”) only as reasonably necessary under the Agreement and solely to refer to Client or its products and services. uShip shall have a royalty-free, worldwide, transferable, sub-licensable, irrevocable and perpetual license to incorporate into the uShip Applications or otherwise use any suggestions, enhancement requests, recommendations or other feedback it receives from Client for Services provided under the terms of the Agreement.
7.2 Limitations. uShip owns all right, title and interest in uShip Applications and all uShip Content. Client will not alter, reverse engineer, decompile, disassemble, or rent the uShip Content or uShip Applications. Client will not use uShip Content in a manner that tarnishes, blurs or dilutes its quality or the associated goodwill. Client owns all right, title and interest in Client Content. uShip will not alter, reverse engineer, decompile, disassemble, or rent the Client Content. uShip will not use Client Content in a manner that tarnishes, blurs or dilutes its quality or the associated goodwill.
7.3 Restrictions. Client further agrees it will not: (A) access uShip APIs or documentation in violation of any law or regulation; (B) access uShip APIs in any manner that (i) compromises, breaks or circumvents any of uShip’s technical processes or security measures associated with the uShip platform, (ii) poses a security vulnerability to customers or users of the uShip platform, or (iii) tests the vulnerability of uShip’s systems or networks; (C) access uShip APIs or documentation in order to replicate or compete with the Services; (D) attempt to reverse engineer or otherwise derive source code, trade secrets, or know-how of uShip APIs or Services; or (E) attempt to use uShip APIs in a manner that exceeds rate limits, or constitutes excessive or abusive usage.
7.4 Audit. uShip reserves the right to audit Client’s use of the uShip APIs to ensure it does not violate the Agreement and to ensure proper implementation. Client agrees it will cooperate with inquiries related to such an audit and provide proof of compliance to uShip upon request.
8. Confidential Information
8.1 Confidential Information. Confidential Information means all information provided by one Party (“Disclosing Party”) to the other Party (“Receiving Party”) which the Disclosing Party has not released publicly and has designated as “confidential,” “proprietary,” or some similar designation, including but not limited to: uShip’s pricing service, the Shopify uShip App Installation Link, the Disclosing Party’s know-how, all information regarding the Disclosing Party not known to the general public, and confidential information disclosed to the Disclosing Party by third parties and conveyed to the Receiving Party as such. The Parties further agree that the terms of the Contract shall be considered Confidential Information.
8.2 Return of Confidential Information. Upon written request, the Receiving Party will return all Confidential Information received from the Disclosing Party no later than ten (10) days after termination of the Agreement. Alternatively, the Receiving Party may destroy such Confidential Information with the Disclosing Party’s prior written consent, in which case an officer of the Receiving Party will certify in writing to the Disclosing Party that all such Confidential Information has been so destroyed. This Section 8.2 shall not apply to the Parties’ Contract.
8.3 Nondisclosure. Each Party shall hold in confidence any Confidential Information received by it from the Disclosing Party under the Agreement, or any agreement supplemental to the Agreement which is entered into by the Parties, and shall protect the confidentiality of such with the same degree of care that it exercises with respect to its own Confidential Information, but in no event less than reasonable care for a period of three (3) years from receipt thereof. Access to one Party’s Confidential Information shall be restricted to the other Party’s employees and independent contractors with a need to have access, and who are bound by an appropriate written agreement to protect the Disclosing Party’s Confidential Information consistent with the Receiving Party’s confidentiality obligations hereunder.
8.4 Exceptions. Notwithstanding any provision herein concerning the obligations of Confidential Information, Confidential Information does not include information which: (i) is public knowledge at the time of disclosure; (ii) becomes public knowledge through no act or omission of the Receiving Party; (iii) has been rightfully furnished to the Receiving Party by a third party without any restriction on disclosure or any obligation of confidentiality prior to obtaining the Confidential Information from the Disclosing Party; (v) was independently developed by the Receiving Party, without access to or uses of the Disclosing Party’s Confidential Information, (vi) is approved for release or use by written authorization of an officer of the Disclosing Party, or (vii) personal information.
8.5 Required Disclosure. If a Receiving Party is required by any governmental entity or legal process to disclose Confidential Information, the Receiving Party shall provide reasonable notice to the Disclosing Party so that the Disclosing Party may seek appropriate relief.
8.6 Remedies. The Parties agree their obligations hereunder are necessary and reasonable in order to protect Confidential Information shared under the Agreement. The Parties agree that monetary damages would be inadequate compensation for any breach of this Section 8. Accordingly, each Party agrees and acknowledges that any breach or threatened breach of its confidentiality obligations hereunder will cause irreparable injury to the other Party and that, in addition to any other remedies that may be available, in law, equity or otherwise, the non-breaching Party shall be entitled to obtain injunctive relief against the breach or threatened breach of the confidentiality obligations, without the necessity of proving actual damages.
9. Privacy.
9.1 Obligations. Each Party agrees to use the other Party’s customer information, that may be obtained as a result of the Agreement, in compliance with all applicable privacy laws, rules, and regulations. The Parties agree to adequately display their Privacy Policy on their website at all times. The Parties further agree their respective Privacy Policies will meet industry standards.
10. Circumvention
10.1 Penalty. If during the Term or in the six (6) months immediately succeeding expiration or termination, Client directly contracts for shipping services with a Transportation Service Provider first introduced to Client via the uShip platform, then Client shall pay uShip a monthly fee in the amount of $5,000 per Transportation Service Provider for a period of six (6) months. For the avoidance of doubt, the foregoing penalty shall not apply if (i) Client contracted directly or indirectly with such Transportation Service Provider at any time during the one (1) year period immediately prior to the Effective Date, or (ii) brought such Transportation Service Provider to uShip’s marketplace; however, the exclusions shall not apply to transportation load boards or those Transportation Service Providers that Client contracted with after the date of its account creation on the uShip platform.
11. Termination
11.1 Termination. This MSA shall terminate upon termination of the Contract. In the event of termination, Client shall pay all amounts owed by Client to uShip through the termination date.
11.2 Survival. Sections 3 and 8-14 of this MSA shall survive any termination or expiration the Agreement.
12. Representations and Warranties
12.1 Mutual Representations and Warranties. Each Party represents and warrants that it has full power and authority to carry out all its obligations expressed in the Agreement.
12.2 uShip Representations and Warranties. uShip represents and warrants that any integration services provided under the Agreement shall be performed by qualified and experienced personnel, and, that such services will be of kind and quality and will meet the specifications and schedules mutually agreed to by the Parties. uShip further represents and warrants that to its knowledge its Services do not and will not infringe upon or otherwise violate any third party’s intellectual property rights.
12.3 Client Representation and Warranties. Client represents and warrants that its services are suitable for integration with the uShip online marketplace. If entering into the Agreement on behalf of a company or other legal entity, Client represents that it has the authority to bind such entity to the Agreement.
12.4 Disclaimer of Other Warranties. OTHER THAN AS SPECIFICALLY SET FORTH IN THE AGREEMENT, EACH PARTY DISCLAIMS ALL WARRANTIES AND CONDITIONS, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF TITLE, NONINFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. USHIP WILL NOT BE LIABLE DUE TO (I) OUTAGES CAUSED BY THE FAILURE OF PUBLIC NETWORK OR COMMUNICATIONS COMPONENTS OR (II) UNKNOWN ERRORS IN ANY ELECTRONIC FILES PROVIDED BY USHIP. USHIP MAKES NO REPRESENTATION OR WARRANTY THAT THE OPERATION OF USHIP’S SITE WILL BE UNINTERRUPTED OR ERROR-FREE, AND USHIP WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS. USHIP SHALL HAVE NO LIABILITY OF ANY KIND TO CLIENT WITH RESPECT TO ANY MODIFICATIONS TO THE USHP APIS OR ANY ADVERSE EFFECTS RESULTING FROM ANY MODIFICATIONS. ADDITIONALLY, USHIP SHALL NOT BE LIABLE FOR ANY UNINTENDED USE OF THE USHIP APIS BY CLIENT OR INCORRECT IMPLEMENTATION OF THE USHIP APIS BY CLIENT. CLIENT UNDERSTANDS THAT ANY MANAGED SERVICES PROVIDED BY USHIP TO CLIENT ARE BASED ON INFORMATION PROVIDED DIRECTLY FROM CLIENT. BECAUSE OF THE POSSIBILITY OF HUMAN OR OTHER ERROR WITH A NON-TECHNOLOGICAL SOLUTION, ALL MANAGED SERVICES ARE PROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTIES OF ANY KIND OTHER THAN TO THE LIMITED EXTENT EXPRESSLY SET FORTH IN THE AGREEMENT. USHIP EXPRESSLY DISCLAIMS LIABILITY FOR ERRORS AND OMISSIONS IN ALL SHIPMENT LISTINGS THAT ARE LISTED TO THE USHIP MARKETPLACE BY USHIP ON BEHALF OF CLIENT. IN ADDITION, USHIP DOES NOT WARRANT THE PERFORMANCE OR RESULTS OF ANY TRANSPORTATION SERVICE PROVIDER. USHIP EXPRESSLY DISCLAIMS LIABILITY FOR ANY DAMAGES ARISING OUT OF OR IN CONNECTION WITH ANY ASSEMBLY SERVICES PROVIDED BY A TRANSPORTATION SERVICE PROVIDER TO CLIENT OR CLIENT’S CUSTOMERS. CLIENT WILL NOT BE LIABLE DUE TO (I) OUTAGES CAUSED BY THE FAILURE OF PUBLIC NETWORK OR COMMUNICATIONS COMPONENTS OR (II) UNKNOWN ERRORS IN ANY ELECTRONIC FILES PROVIDED BY CLIENT. CLIENT MAKES NO REPRESENTATION OR WARRANTY THAT THE OPERATION OF CLIENT’S SITE WILL BE UNINTERRUPTED OR ERROR-FREE, AND CLIENT WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS.
13. Indemnification
13.1 Indemnity. Each Party shall, at its own expense, indemnify, defend, and hold harmless the other Party, and such party’s employees, directors, officers, members, managers, representatives, agents, successors and assigns (collectively referred to as the “Indemnified Parties”) against any claim, suit, action, liabilities, costs, expenses, damages and fees (including reasonable attorney’s fees), awarded or paid in settlement of any claim, suit, action, or proceeding brought by an unaffiliated third party against the Indemnified Parties (collectively referred to as “Claims”), arising from or relating to the Indemnifying Party’s (i) failure to comply with applicable laws and regulations; (ii) gross negligence or willful misconduct; or (iii) misrepresentation or breach of any warranty, provided however that (a) the Indemnified Party shall provide the Indemnifying Party with prompt notice of any Claim; (b) such claim is promptly turned over to the Indemnifying Party or its counsel for defense (with the Indemnified Party’s reasonable cooperation at the Indemnifying Party’s expense); and (c) to the extent such Claim does not result directly from the Indemnified Party’s negligence, willful misconduct or breach of any provision of the Agreement.
14. Limitation of Liability
EXCEPT WITH RESPECT TO EACH PARTY’S CONFIDENTIALITY AND INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE FOR INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, SUCH AS, BUT NOT LIMITED TO, LOST REVENUES OR PROFITS, LOSS OF BUSINESS OR LOSS OF DATA, IN CONNECTION WITH OR ARISING OUT OF OR IN CONNECTION WITH THE AGREEMENT. IN NO EVENT, WILL ANY PARTY BE LIABLE TO THE OTHER PARTY IN AN AMOUNT GREATER THAN THE TOTAL SERVICE FEES PAID TO USHIP IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE OCCURRENCE OF THE EVENT GIVING RISE TO THE OTHER PARTY’S CLAIM FOR ANY DAMAGES. THIS LIMITATION OF EACH PARTY’S LIABILITY IS CUMULATIVE, WITH ALL PAYMENTS FOR CLAIMS OR DAMAGES IN CONNECTION WITH THE AGREEMENT BEING AGGREGATED TO DETERMINE SATISFACTION OF THE LIMIT. THE EXISTENCE OF ONE OR MORE CLAIMS WILL NOT ENLARGE THE LIMIT.
NOTWITHSTANDING THE FOREGOING, NEITHER PARTY EXCLUDES OR LIMITS LIABILITY TO THE OTHER PARTY FOR: (I) FRAUD OR FRAUDULENT MISREPRESENTATION; (II) DEATH OR PERSONAL INJURY CAUSED BY NEGLIGENCE; (III) INTENTIONAL MISCONDUCT OR GROSS NEGLIGENCE; AND/OR (IV) IF SUCH EXCLUSION OR LIMITATION WOULD BE IN BREACH OF ANY APPLICABLE LAW.
15. Miscellaneous
15.1 Headings. Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section.
15.2 No Dependence on Future Functionality. Client agrees that it is not entering into the Agreement contingent on the provision of any future functionality or features, or on any oral or written public comments made by uShip regarding future functionality or features. No statement or other information made or provided orally or otherwise shall be binding unless specifically set forth in the Agreement.
15.3 Assignment. Client shall not assign its rights nor delegate its duties under the Agreement without the prior written consent of uShip, which shall not be unreasonably withheld. uShip may assign its rights and obligations under the Agreement to an entity that acquires all or substantially all of uShip’s business or assets, a merger partner, or a successor in business without the consent of Client. The Agreement will be binding upon and will inure to the benefit of the Parties and their respective successors and assigns.
15.4 Notices. All notices provided under the Agreement shall be made in writing by mail, return receipt requested, or e-mail. Notice given by mail shall be sent to Client at the address set forth on the Contract and to uShip at the address set forth in the User Agreement. Notice given by mail will be deemed given by the earlier of actual receipt or two (2) business days after the date sent. Notice given by e-mail will be deemed given one (1) business day following the date sent if properly addressed and the sender receives delivery confirmation.
15.5 Force Majeure. Neither Party will be liable if any performance under the Agreement is interfered with by any condition beyond its reasonable control, including but not limited to: strikes, lockouts, or other labor disputes, riots, governmental authorities, pandemics, epidemics, outbreaks of disease, war, embargoes, fire, earthquakes, Internet outages, failures of Internet hosting providers, power outages, or acts of God. The affected Party will be excused from such performance to the extent of such condition.
15.6 Modifications; Waivers. No addition or modification to the Agreement is valid unless made in writing and signed by the Parties. No waiver will be implied from conduct or failure to enforce rights, nor be effective, unless in writing signed on behalf of the Party against whom the waiver is asserted.
15.7 Non-Solicitation. Both uShip and Client agree that, during the Term and for a period of one (1) year thereafter, neither Party will, directly or indirectly, induce or solicit for hire any individual who has been directly involved with the performance or supervision of Services provided under the Agreement as an employee of the other Party, without the express written consent of the other Party; and will not seek to interfere with the working relationship between any such individual and such Party. For clarity, the foregoing shall not restrict either Party from advertising employment opportunities in any manner that does not directly target the other Party’s employees.
15.8 Independent Contractors. The Agreement does not create, and nothing contained in the Agreement will be deemed to establish a joint venture between the parties, or the relationship of employer-employee, partners, principal-agent or the like. Further, neither Party has the power to bind the other without first obtaining the other Party’s prior written consent, nor make any representation that it has any such power.
15.9 Governing Law; Venue. The Agreement will be construed in accordance with and governed by the laws of the State of Texas without reference to its conflicts of laws rules, any and all disputes arising hereunder shall be resolved exclusively in the state and federal courts in and for Austin, Travis County, Texas. All parties consent to exclusive and personal jurisdiction in Texas.
15.10 Attorneys’ Fees. The prevailing Party in any litigation in connection with the Agreement will be entitled to recover from the other Party its costs and reasonable attorneys’ fees and other expenses.
15.11 Arbitration and Waiver of Class Actions. Any legal claim arising out of or relating to the Agreement or uShip’s Services shall be settled by binding arbitration in accordance with the commercial arbitration rules of the American Arbitration Association, including, if necessary, the Optional Rules for Emergency Measures of Protection. The arbitration shall be conducted in Austin, Texas, and judgment on the arbitration award may be entered into any court having jurisdiction thereof. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS SECTION 15.11 MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS, AND CLAIMS OF MORE THAN ONE CLIENT CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CLIENT OR USER.
15.12 Amendment. uShip may amend this MSA from time to time, in which case the new MSA will supersede prior versions. uShip will notify Client not less than thirty (30) days prior to the effective date of any such amendment and Client’s continued use of the Services following the effective date of any such amendment may be relied upon by uShip as Client’s consent to any such amendment. 15.13 Severability. If any provision herein is held to be invalid or unenforceable for any reason, the remaining provisions will continue in full force without being impaired or invalidated in any way.
15.14 Entire Agreement. The Agreement, comprised of the MSA, the Contract, the User Agreement, and the Privacy Policy, constitutes the entire agreement between the parties relating to its subject matter and supersedes all prior representations, discussions, and agreements.