ShipRush Terms of Use

This agreement (“Terms of Use”) defines the terms and conditions of using the website located at my.shiprush.com (“Website”). The Website is owned and operated by Z-Firm LLC, a California limited liability company (“Z-Firm”). Except for certain content created by users of the Website (as defined below), all pages within the Website, and any material made available for download by the Website, are the property of Z-Firm. Please read these Terms of Use carefully. You acknowledge and agree that use of this Website indicates your agreement to be bound by these Terms of Use. If you do not agree to be bound by these Terms of Use, please promptly exit this Website.

Although you can use the features of this Website alone or in tandem with ShipRush. The features and functionality provided by this Website are collectively referred to as the “Services”. The terms and conditions of using ShipRush are separately defined by the license agreement for the ShipRush software.

IF YOU ARE USING THIS WEBSITE ON BEHALF OF ANOTHER PERSON OR ENTITY (E.G. EMPLOYEE OR AGENT FOR A BUSINESS), YOU ACKNOWLEDGE AND AGREE THAT THE OTHER PERSON (WHETHER AN INDIVIDUAL OR A BUSINESS ENTITY AND IN ADDITION TO YOU) AGREES TO BE BOUND BY THE TERMS AND CONDITIONS OF THESE TERMS OF USE.

1.Use of the Website.

(a)The Website is protected by United States and international copyright and trademark laws. Except in connection with the intended operation and function of the Website, no portion of the content or information contained within the Website or content or information delivered as a result of visiting the Website may be reprinted, republished, modified, or distributed in any form without the express written permission of Z-Firm.

(b)During the authorized operation and use of the Website, your internet browser software may create one or more copies of the executable code, graphics files, data files, and other information and data transmitted to your computer (the “Cached Information”). The Cached Information must be stored solely on your local disk drive and used solely in support of the authorized operation and use of the Website and for no other purpose.

(c)You may not reverse engineer, decompile or otherwise attempt to extract the source code, algorithms, operational flow, data structures, or object structures of the Website, or any portion thereof, unless expressly permitted or required by law, or you have written authorization from Z-Firm to do so.

(d)You must not modify or remove any proprietary notices, including copyright notices, contained on the Website or any materials obtained in connection with your use of the Website.

(e)All rights not expressly granted by these Terms of Use are reserved by Z-Firm.

2.Use of the Services.

(a)In connection with using the Services, you will transmit information and data to the Website (collectively, “User Data”) including, but not limited to, information used in connection with establishing a user account, information stored in a ShipRush database and information created in connection with ecommerce transactions from other websites. Z-Firm acknowledges and agrees that you retain full ownership interest in the User Data.

(b)You grant Z-Firm a worldwide, royalty-free, non-exclusive, transferable, sublicensable, irrevocable, perpetual license to store, reproduce, modify, aggregate, display, and publish your User Data for the limited purpose of providing the Services.

(c)You represent and warrant the following about your User Data:

(1)The storage and use of your User Data will not infringe the proprietary rights of any party. Proprietary rights include, but are not limited to, copyright, patent, trademark and trade secret rights;

(2)Your User Data does not contain or install any viruses, worms, malware, Trojan horses, cross script attacks or other harmful or destructive content.

(d)Z-Firm, in its sole discretion, has the right (but not the obligation) to, (i) refuse or remove any content that is harmful or objectionable, (ii) is inconsistent with any of Z-Firm’s policies or procedures related to use of the Website or (iii) violates any term or condition of these Terms of Use.

(e)It is your exclusive obligation to update Z-Firm’s records with your current contact information including, without limitation, your email address.

3.Privacy Policy. Z-Firm’s Privacy Policy is an integral part of, and incorporated into, this Terms of Use. The Privacy Policy can be found at http://my.shiprush.com/pages/PrivacyPolicy.

4.Subscription Fees. When used with ShipRush and in eBay Selling Manager Applications, the services are currently free of charge. On a minimum of sixty (60) days prior notice to you, Z-Firm has the right, in its sole discretion, to introduce fees and costs for the Services. Z-Firm is deemed to have complied with its notice obligations under this section by sending an email message to your email address as set forth in your account records.

5.Operation of the Software.

(a)Passwords. Your are solely responsible for maintaining the confidentiality of passwords associated with the Website and the Services. You must promptly notify Z-Firm If any password is lost, stolen, needs to be reset because of a change in personnel or other circumstance which may jeopardize the confidentiality of any password.

(b)Support Tool. You understand and agree that the Services are a tool designed to assist you with the operation and management of your ecommerce business. You are and remain solely responsible for establishing all policies, procedures and practices used in connection with the management and operation of your business.

(c)Protection of Proprietary Information.

(1)The Website receives, processes, stores, and generates output containing private and proprietary information (the “Proprietary Information”). Z Firm has implemented the following features to assist you with the protection of the Proprietary Information (the “Website Security Features”):

(A)Secure Sockets Layer (SSL) is used for transmission of Proprietary Information to or from an ecommerce platforms when applicable and support by that ecommerce platform. SSL is also used for login authentication.

(B)Electronic tokens provided by ecommerce platforms in connection with accessing your account are encrypted for storage on system hard drives.

(2)Although Z-Firm has implemented the Website Security Features, you understand and agree that it is your sole obligation and responsibility to select and implement the processes, procedures and technologies for protecting access to, distribution of and use of, such information.

(3)You understand and agree that it is your sole obligation and responsibility to comply with the laws, regulations and rules applicable to the acquisition, storage, use and distribution of personally identifiable and other private information.

6.Modifications and Enhancements of the Services. At the sole discretion of Z-Firm, Z-Firm may develop, and make available to you, changes, revisions, enhancements or modifications to the Services (each a “Services Revision”). Z-Firm is not obligated to develop any Services Revision including without limitation modifying the Services to operate on new or modified systems, equipment or configurations. A Services Revision may also eliminate a particular feature or functionality. Each Services Revision will be classified at the sole discretion of Z-Firm (e.g. new version, new release, or new modification). Each “Services Revision” is deemed to be part of the Website under this Agreement. You understand and agree that Z-Firm, in its sole discretion, may charge an additional fee to access and use the additional functionality of a Services Revision, or any portion thereof.

7.Proprietary Rights in the Website.

(a)All right, title and interest in and to the Website and the Services (including any Services Revision) is owned by Z-Firm. The Website may include one or more components licensed from a third party and such third parties own the rights to their respective components. Except for the authorized use of the Website, no term or provision of the Terms of Use shall be interpreted as a sale, assignment, or transfer of any right, title or interest in the Website or Services, or any portion or component thereof, to you or any third party.

(b)You acknowledge and agree that SHIPRUSH and the ShipRush logo are trademarks and service marks of Z-Firm. All other trademarks, service marks, logos and trade names used within the Website are the intellectual property of their respective owners.

8.Electronic Audit Right. Z-Firm has the right to monitor usage of the Website (including the Services) to assess performance of the Website, assess potential modifications and enhancements to the Website and to confirm your compliance with the terms and conditions of these Terms of Use.

9.Termination of the Services.

(a)This Terms of Use agreement terminates immediately when you close your account including, without limitation, by using the account management features available on Website.

(b)Z-Firm has the right to immediately terminate this Terms of Use agreement (including, without limitation, access to the Services) for any breach of these Terms of Use. Z-Firm will send notice of the termination to the email address, if any, set forth in your account records.

(c)Without limiting Z-Firm’s rights in the prior section, Z-Firm has the right to terminate or cancel the Services at any time, with or without cause, by providing you with a minimum of 60 days prior written notice. Z-Firm is deemed to have complied with its notice obligations under this section by sending an email message to your email address as set forth in your account records.

10.Effect of Termination. On termination, (i) you will lose all access to the Services and (ii) Z Firm has the right to delete your User Data and all other information associated with your account.

11.Availability of Website. Z-Firm, in its sole discretion, may modify, suspend or discontinue any aspect of the Website or the Services at any time.

12.Limited Warranty and Disclaimer; Limitation of Liability.

(a)THIS WEBSITE INCLUDING, BUT NOT LIMITED TO THE SERVICES, ARE PROVIDED “AS IS,” WITH NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED. YOU ASSUME TOTAL RESPONSIBILITY AND RISK FOR YOUR USE OF THIS WEBSITE AND THE SERVICES.

(b)Z-FIRM, AND ITS OFFICERS, MEMBERS, EMPLOYEES, AGENTS, LICENSORS, SUCCESSORS AND ASSIGNS ARE NOT RESPONSIBLE OR LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE, OR OTHER DAMAGES ARISING OUT OF OR RELATING TO YOUR ACCESS TO AND USE OF THE WEBSITE (INCLUDING THE SERVICES), ANY CONTENT OR INFORMATION CONTAINED WITHIN THE WEBSITE, ANY CONTENT OR INFORMATION DELIVERED AS A RESULT OF VISITING THE WEBSITE, OR ANY HYPERLINKED WEBSITE. YOUR SOLE REMEDY FOR A BREACH OF THESE TERMS OF USE BY Z-FIRM, OR ANY DISSATISFACTION ARISING FROM OR RELATED TO THE WEBSITE (INCLUDING THE SERVICES), IS TO STOP USING THE WEBSITE. THIS LIMITATION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF Z-FIRM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

13.Links or Pointers to Other Sites. Z-Firm makes no representations about any other web site that you may access through this Website. You acknowledge and agree that when you access a non-Z-Firm web site, it is independent from Z-Firm and that Z-Firm has no control over that Website including, without limitation, its content, terms of use and privacy policy. It is solely your responsibility to protect against destructive content such as viruses, worms and trojan horses.

14.Indemnity. You agree to indemnify, defend, and hold harmless Z-Firm, and its officers, members, employees and agents, from and against any claims, demands, damages, and costs (including attorneys’ fees and costs) arising out of or related to one or more of the following: (i) the actual or alleged infringement by you of the intellectual or other proprietary rights of a third party as a result of the unauthorized use of the Software or Documentation, (ii) the actual or alleged violation by you of any law, statute, or regulation as a result of the unauthorized use of the Website (including the Services), or (iii) the actual or alleged breach of any terms of these Terms of Use.

15.Transfer of Rights. Except with the prior written consent of Z-Firm, you may not assign, transfer or sublicense your rights and obligations under these Terms of Use, or any portion thereof, or grant a security interest in or over your rights to use the Website or the Services. Any unauthorized assignment, transfer, sublicense or security interest is void. Z-Firm has the right to assign, transfer and sublicense its rights and obligations without restriction and in its sole discretion.

16.Choice of Law; Venue; Attorneys Fees; Severability. These Terms of Use are entered into in the State of California and shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of law rules. Each party to these Terms of Use submits to the exclusive jurisdiction of the state and federal courts sitting in the County of Sonoma in the State of California and, to the maximum extent permitted by law, waives any jurisdictional, venue, or inconvenient forum objections to such courts. In any action to enforce these Terms of Use, the prevailing party is entitled to recovery of its costs and attorney fees. In the event that any of the Terms of Use are held by a court or other tribunal of competent jurisdiction to be unenforceable, those provisions shall be limited or eliminated to the minimum extent necessary so that these Terms of Use shall otherwise remain in full force and effect.

17.Entire Agreement. These Terms of Use constitute the entire agreement between Z-Firm and you pertaining to the subject matter of this Agreement. In its sole discretion, Z-Firm may modify these Terms of Use by posting the revised version on the Website. Your continued use of this Website will indicate your agreement to be bound by the modified Terms of Use.