Terms Of Use

Last updated: December 2, 2024

3PL Business Inc., a New Jersey corporation d/b/a SPL Group (“we” and “us”) is the operator https://www.splgroup.com/ (“Website”) and provider of Shiphub Enterprise (accessible at: https://shiphub.io/) (“Shiphub Enterprise”) and Shiphub Express (website link pending) (“Shiphub Express” and, together with the Website and Shiphub Enterprise, the “Platform”). Our Platform is designed to provide assistance to users (“User(s)”, “you”) in the creation and management of shipments (each, a “Shipment”) processed and/or handled by us and/or our third party carriers (“Third-Party Carriers”). Our Platform and our Services (defined below) are offered to you on the sole condition of your acceptance without modification of any and all the terms, conditions, and notices set forth below (Collectively, the “Terms of Use”). By creating an account on our Platform (your “Account”) or by using any Services provided by us, you acknowledge that you have read, understood, and agreed to be bound by the Terms of Use and represent that you have read and understood the same. You further acknowledge and agree to be bound by the terms and conditions, rules, policies and procedures of any Third-Party Carriers (“Third-Party Carrier Terms”) utilized for the Shipment. It is your responsibility to read, review and comply with such Carrier Terms, which are hereby incorporated by reference and form an integral part of these Payment Terms. If you do not wish to agree to any provision of the Terms of Use or the Privacy Policy (defined below), you must not access or use our Platform.  

Our Platform is offered and available to users who are eighteen (18) years or older.  By using our Platform, you represent and warrant that you meet all of the foregoing eligibility requirements. If you do not meet these requirements, you must not access or use our Platform.

The Terms of Use are accessible at any time on the following page of our Platform https://www.splgroup.com/terms-of-use/. You must read, agree with and accept all the terms and conditions contained in the Terms of Use, and our privacy policy contained in https://www.splgroup.com/privacy-policy (“Privacy Policy”) prior to becoming User of our Platform.

The Terms of Use represent a legally binding agreement between you (and your client, employer or another entity if you are acting on their behalf) and us and its direct affiliates or subsidiaries, including the various different entities that we use to operate locally in different countries.

1. Acceptance of Terms of Use

1.1. If you are entering into these Terms of Use on behalf of a company, business or other legal entity, you represent that you have the authority to bind such entity and its affiliates to these Terms of Use, in which case the Terms of Use “you” or “your” shall refer to such entity and its affiliates. If you do not have such authority, or if you do not agree with these Terms of Use, you shall not accept the Terms of Use on behalf of such entity and you are not authorized to use our Platform or the Services.

1.2. By registering for the Services, you agree to provide and maintain true, accurate, current and complete information about yourself as prompted by the Services’ registration form. Our collection and processing of registration data and certain other information about you are governed by our Privacy Policy.

1.3. You acknowledge and agree that we may change or otherwise modify the Terms of Use from time to time in our sole discretion. All changes are effective immediately upon posting to our Platform. You understand and agree that your continued access or use of our Platform following the posting of revised Terms of Use means that you accept and agree to those changes. We endeavor to provide you with notice of any meaningful changes to the Terms of Use either through email or notification within our Platform, but our failure to do so shall not excuse your obligation to comply with any such modified Terms of Use. You agree to review this page from time to time so that you are aware of any changes, as they are binding on you.

1.4. You agree and acknowledge that you may be subject to additional terms applicable to certain Services provided by us that may be attached to such Services from time to time. All such terms are hereby incorporated by reference into these Terms of Use.

1.5. In the event that you commit any breach or violation of any terms and conditions under our Terms of Use, we shall be entitled to immediately terminate our Services, suspend your Account, and/or take other legal action available to us.

1.6. The usage of any services not provided by us directly (including, without limitation, warehousing services) requires you to enter into a separate legally binding service agreement with a third-party service provider. You acknowledge and agree that we do not assume any liability whatsoever for any acts, errors, or omissions (including, without limitation, any negligence or willful misconduct) of any third-party service providers with whom you or any of your affiliates may contract, regardless of the purpose.

2. Description of Services

2.1. For the purpose of these Terms of Use, “Services” shall include: (a) the Account services of our Platform; (b) all software, data, reports, text, images, sounds, video, and content made available through any of the foregoing (collectively referred to as the “Content”); and (c) Shipment services. Any new feature added to, or expanding the Services, is also subject to these Terms of Use.

3. Prohibited products

3.1. The following is a list of products that, for everyone’s safety, you are prohibited from shipping through our Platform and us (the “Prohibited Items”):

• Any product related to illegal activities or which is prohibited by law in the place of origin, the destination, or any sites through which such product travel.
• Any product requiring specific licenses to store or distribute. Examples of products with distribution and licensing requirements may include, but are not limited to:
  • Live plants and animals;
  • Alcoholic beverages;
  • Ammunition & firearms;
  • Tobacco;
  • Firearms and any kind of weapon;
  • Prescription pharmaceuticals or other dangerous drugs;
  • Explosive or hazardous products;
  • Counterfeit items;
  • Unique or one-of-a-kind materials; and
  • Precious metals in the forms of bullion or reserves.

3.2. We shall not be liable under any circumstances, including, without limitation, for any loss, damage, destruction, costs incurred, or penalties imposed as a result of the shipping by you of any such prohibited product.

3.3. In order to maintain the integrity of our Services and reputation, we will report any activities pertaining to shipping prohibited items to relevant law enforcement authorities and shipping partners.

4. General Conditions/ Access and Use of the Services

4.1. Subject to the terms and conditions of these Terms of Use, you may access and use the Services only for lawful purposes. All rights, titles and interests in and to the Services and its components will remain with and belong exclusively to us. You shall not: (a) sublicense, resell, rent, lease, transfer, assign, time share or otherwise make the Services available to any third party, without our written consent; (b) use the Services in any unlawful manner (including without limitation in violation of any data, privacy or export control laws) or in any manner that interferes with or disrupts the integrity or performance of the Services or its components or otherwise violates our Terms of Use; or (c) modify, adapt or hack the Services to, or otherwise attempt to gain unauthorized access to the Services or its related systems or networks. You shall comply with any codes of conduct, policies or other notices we provide to you or publishes in connection with the Services, and you shall promptly notify us if you learn of a security breach related to the Services.

4.2. You may not tender for shipment any of the Prohibited Items listed in Section 3.1. By using the Services, you grant us and any authorized third parties the right to inspect your Shipment at any time. We reserve the right to reject or suspend the carriage of any item at any time.

4.3. You shall not use the Services to (or assist another person to):

1. input into our Platform anything that: (i) infringes any intellectual property or other proprietary rights of any party; (ii) you do not have a right to upload under any law or under contractual or fiduciary relationships; (iii) contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; (iv) poses or creates a privacy or security risk to any person; (v) is unlawful, harmful, threatening, abusive, harassing, tortious, excessively violent, defamatory, vulgar, obscene, pornographic, libelous, invasive of another’s privacy, hateful racially, ethnically or otherwise objectionable; or (vi) in our sole judgment, is objectionable or which restricts or inhibits any other person from using or enjoying the Services, or which may expose us or its users to any harm or liability of any type;
2. interfere with or disrupt the Services or servers or networks connected to the Service, or disobey any requirements, procedures, policies or regulations of networks connected to the Services; or
3. violate any applicable local, state, national or international law, or any regulations having the force of law;
4. impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity; or
5. obtain or attempt to access or otherwise obtain any materials or information through any means not intentionally made available or provided for through the Services.

4.4. You are solely responsible for all data, information, feedback, suggestions, text, content and other materials that you input, post, deliver, provide or otherwise transmit or store in connection with or relating to the Services (“Your Content”). We reserve the right to access your Account to respond to your requests for technical support. By posting Your Content on or through the Services, you shall, and hereby do, grant us a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, fully paid, sub licensable and transferable license to use, modify, reproduce, distribute, display, publish and perform Your Content in connection with the Services and to improve our products and Services, subject to the terms and conditions of these Terms of Use and our Privacy Policy. We have the right, but not the obligation, to monitor your use of the Content and Services and Your Content, and to disclose such use or Your Content if required to do so by law or in the good faith belief that such action is necessary to: (i) comply with a legal obligation; (ii) protect and defend our rights or property; (iii) act in urgent circumstances to protect the personal safety of users of the Services or the public; or (iv) protect against any other legal liability. You further agree that we may remove or disable any Content at any time for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such Content), or for no reason at all.

4.5. You understand that the operation of the Services, including Your Content, may be unencrypted and involve: (a) transmissions over various networks; (b) changes to conform and adapt to technical requirements of connecting networks or devices; or (c) transmission to our third-party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to operate and maintain the Services. Accordingly, you acknowledge that you bear sole responsibility for adequate security, protection and backup of Your Content. We will have no liability to you for any unauthorized access or use of any of Your Content, or any corruption, deletion, destruction or loss of any of Your Content.

4.6 We reserve the right to withdraw or amend our Platform, and any service or material we provide on our Platform, in our sole discretion without notice. We will not be liable if for any reason all or any part of our Platform is unavailable at any time or for any period. From time to time, we may restrict user access, including registered user access, to some parts of our Platform or the entire Platform.

4.7. You shall be responsible for making all arrangements necessary for you to have access to our Platform and ensuring that all persons who access our Platform through your internet connection are aware of these Terms of Use and comply with them. You are also responsible for obtaining and maintaining any equipment and ancillary Services needed to connect to, access or otherwise use the Services, including, without limitation, browsers, modems, hardware, servers, software, operating system, networking, web servers and internet Services (collectively, “Equipment”). You shall be responsible for ensuring that such Equipment is compatible with the Services and complies with all configurations and specifications set forth in our published policies then in effect. You shall also be responsible for maintaining the security of the Equipment, your Account, passwords (including, but not limited to, administrative and user passwords) and files, and for all uses of your Account or the Equipment with or without your knowledge or consent.

4.8. Our failure to exercise or enforce any right or provision of these Terms of Use shall not be a waiver of that right. You acknowledge that these Terms of Use of Services form is a contract between you and us, even though it is electronic and is not physically signed by you and us, and it governs your use of the Services and takes the place of any prior agreements between you and us.

4.9. Subject to the Terms of Use hereof, we may (but has no obligation to) provide technical support Services via email in accordance with our standard practices. We may use the consignee’s personal information to send them updates about their packages, gain consignee feedback, and in general any time we consider it needed to carry on its Services.

4.10. In the event that you wish to change any information regarding the Shipment, such as address, items included or other matters, you shall, as soon as possible, notify our customer service at support@splgroup.com. In the event that the Shipment has already been handed over to any shipping company, courier, or mail service (“Courier”), such changes may not become effective, or the Courier may require a fee to validate the change.

4.11. Eligibility.  

To be eligible to use our Services under this Agreement, you must be at least 18 years old or the age of consent in the jurisdiction in which you reside.

5. Account

5.1. To access our Platform and some or all of the Services, you may be asked to provide certain registration details or other information. It is a condition of your use of our Platform that all the information you provide on our Platform is correct, current and complete. You agree that all information you provide to register with our Platform or otherwise, including, but not limited to, through the use of any interactive features on our Platform, is governed by our Privacy Policy, and you consent to all actions we take with respect to your information, consistent with our Privacy Policy.  

5.2. If you choose, or are provided with, a username, password, or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your Account is personal to you and agree not to provide any other person with access to our Platform or portions of it using your username, password, or other security information. You agree to notify us immediately of any unauthorized access to or use of your username or password or any other breach of security. You also agree to ensure that you exit your Account at the end of each session. You should use particular caution when accessing your Account from a public or shared computer so that others are not able to view or record your password or other personal information. We have the right to disable any username, password, or other identifier, whether chosen by you or provided by us, at any time, in our sole discretion and for any or no reason, including if, in our opinion, you have violated any provision of these Terms of Use.

5.3 While we reserve the right to cancel your Account, as a general matter, all our user accounts are maintained perpetually unless and until cancelled by the user. Following any account cancelation, we may maintain certain account settings and information for a period of time in the event of account re-activation. The period of time we maintain account information shall be in our sole discretion. We may terminate or suspend your Account at any time for lack of use, lack of payment, or breach of this Agreement, or any other reason at its sole discretion. Termination of your Account will not affect your obligation to pay any outstanding fees due or that may have accrued through the effective date of the termination.

6. Fees; Payment

6.1. Fees. 

You can use our Platform to generate shipping labels using your Account. If you generate a shipping label using your Account, you will be charged the shipping cost, which shall include all costs related to the Shipment, quoted by us, including, but not limited to, transportation cost, fuel surcharge, import tax, import duty, remote area surcharge, residential surcharges, courier tax handling fees, pick-up fees, and any other amount related to the activity of shipping through us (“Shipping Fees”). You acknowledge and agree that the Shipping Fees do not include any additional fees which may arise out of separate agreements with third-party service providers.

To generate shipping labels using your Account and create a Shipment, you must submit an approved method of payment to us.

6.2 Carrier Insurance.

You may purchase insurance coverage for your Shipments (“Carrier Insurance”) through our carrier partners (our “Carrier Partners”). All rules, terms and policies related to any Carrier Insurance policies offered through our Carrier Partners Website shall be governed by the terms and conditions provided by the relevant Carrier Partner.

6.3 Additional Fees.

You will pay any fees related to your purchase from our Platform of any Products or Services, including, but not limited to, Taxes and Duties, Shipping Fees Discrepancies (“Additional Fees”). 

6.4. Discrepancies.

Quotations for Shipping Fees by us are based on the information provided by you, including, but not limited to, sender’s address, receiver’s address, weight, dimensions, and value of the items. In the event a shipping label is generated using our Platform and there is a discrepancy between the Shipping Fees charged by us at the moment the User purchases a shipping label and the costs for the Shipment charged by Couriers to us due to incorrect information that you provided, including, but not limited to, incorrect weight, dimensions, value of the item(s), addresses, declaration of residential address, or any other information critical to estimate Shipping Fees, you will be responsible for such discrepancy amount (“Shipping Fees Discrepancies“ or “Adjustments“). We specifically disclaim any liability for any errors in Shipping Fees due to inaccurate or incomplete information. We are not responsible for any changes or alteration of the Shipping Fees. We agree to make reasonable efforts to bill such discrepancy amount to your Account in a timely manner but we make no representations or warranties regarding the amount of time needed to complete processing.

6.5 Authorized Payment Methods.

The authorized payment methods shall be detailed in the specific payment terms and conditions of Shiphub Enterprise and Shiphub Express (“Authorized Payment Methods”). 

6.6 Account Funding 

You may pre-purchase credits (“Credits”) to be used to pay for Shipments through your Account. Please note that you may be required to make payments for your Shipments through Credits, as determined by us and/or our Third-Party Carriers. The minimum purchase (to fund your Account) is $150.00. The balance in your Account at any time is referred to as your “Account Balance”. There are no minimum or maximum Account Balance requirements.  You are allowed to print or create labels up to the current balance of pre-funding in your Account. If any Service payment cannot be completed successfully due to an insufficient Account Balance, you will be required to pay the remaining balance necessary to complete your purchase. You may also deposit additional funds to your Account via credit card to cover the remaining balance. If additional fees are incurred after the initial shipment is created (e.g., additional carrier fees for incorrect weight or dimensions, residential delivery fees or duties and taxes, etc.), we will cause the credit card used to process the initial payment to automatically be charged in the amount necessary to cover such additional fees if your Account Balance is insufficient to cover the total amount owed.  You will be notified that the Services are unable to be completed if your payment method is declined or there are insufficient funds in your Account.

6.7. Currency Fluctuations and Exchange Rates

We reserve the right to adjust its pricing in response to currency fluctuations, including, but not limited to, currency conversion rate changes, conversion fee changes, and/or discount rate changes. We will indicate which currency a transaction is being billed for, but we are not responsible for any fee or currency exchange rates charged to you by any third party payment provider.

6.8. Shipping Fee Disputes

In the event that you disagree with any Shipping Fees charged to your Account, you shall submit such complaint to us within thirty (30) days of the fee being charged (“Dispute Period”). We will not review customer requests for Shipping Fees adjustments that are received after the Dispute Period.

6.9. Taxes

You acknowledge and agree that all fees, charges and any other rates or amounts charged by us to you hereunder are exclusive of any applicable value added, sales/use or goods and Services’ taxes (“Transaction Taxes”) which may be levied in connection with the supply by us of the Services to you. Where applicable, you shall be responsible for paying all Transaction Taxes arising in respect of the Shipping Fees or other amounts charged by us to you.

Users who incorrectly declare the commodity type and/or value of their shipment(s) will automatically be charged the difference between the declared value and the transactional value, whichever is higher, plus any applicable fees incurred as a result thereof.

6.10. Balance Refund

If applicable, Users may request for a refund from us of any available and unused Account Balance, that will be refunded on the Authorized Payment Method used to deposit the funds on the Account, subject to payment of payment fees, or transaction fees, or any other related fees. We will refund the available and unused Account Balance within ten (10) days from the time the request by the User is received by us.

6.11. Shipping Fee Refund

Users may cancel any paid and unused shipping label and request for a refund accordingly within ten (10) calendar days from the date on which they placed their order. We will refund the Shipping Fee to the User, either to the User Account Balance or to the User Authorized Payment Method, within ten (10) days from the date the User has requested for such cancellation, minus all credit card processing fees or fees we have incurred as a result of the transaction. In the event that the Shipment has already been shipped and sent over to the courier, such Shipment may not be cancelled and the User shall be billed for the full Shipment Fee and any other related fees thereof. In case a Shipment previously refunded to the User by us, is shipped by User, we will bill and charge User for the related Shipment Fees.

6.12. Others

You are responsible for all applicable Taxes that arise from or as a result of your subscription to or purchase of our Services. To the extent that we charge these Taxes, they are calculated using the tax rates that apply based on the billing address you provide to us. If you are not charged Taxes by us, you are responsible for determining if Taxes are payable, and if so, self-remitting Taxes to the appropriate tax authorities in your jurisdiction.

For the avoidance of doubt, all sums payable by you to us under these Terms of Use shall be paid free and clear of any deductions or withholdings whatsoever. Other than Taxes charged by us to you and remitted to the appropriate tax authorities on your behalf, any deductions or withholdings that are required by law shall be borne by you and paid separately to the relevant taxation authority. We shall be entitled to charge the full amount of Fees stipulated under these Terms of Use to your Authorized Payment Method ignoring any such deduction or withholding that may be required.

7. Hazardous Materials

We strictly comply with all applicable federal, state and local laws, rules and regulations, including, without limitation, the Hazardous Materials Transportation Act (49 U.S.C. §5101 et seq.) and U.S. Department of Transportation regulations (49 CFR), as well as the standards and requirements imposed by our Third Party Carriers, including, but not limited to, the United States Postal Service (“USPS”) and USPS’s Publication 52 (“Pub 52”) (accessible at: https://pe.usps.com/text/pub52/welcome.htm). Accordingly, it is your responsibility to confirm whether your Shipment contains any hazardous materials, and to comply with USPS’s Pub 52 guidelines.  

7.1. Hazardous Materials Fees

Additional charges for dangerous or hazardous materials, as defined in Title 49 of the United States Code (“Hazardous Materials”), will be imposed on your Shipment. If you fail to select the shipping service applicable to Hazardous Materials, you will be charged at the highest level of service and/or as determined by the Third-Party Carriers. Accordingly, it is your responsibility to determine if a Shipment contains a Hazardous Material and to properly classify, label, mark and package it in accordance with applicable laws, rules and regulations. 

8. Intellectual Property

8.1. Our Property

Our Platform and its entire Contents, features, and functionality, including but not limited to all products, designs, patterns, information, software, text, logos, displays, photographs, images, video, and audio, and the design, selection, graphical elements, and arrangement thereof (collectively the “Content”), are subject to these Terms of Use and owned by us, its licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws. Subject to these Terms of Use, you are granted personal, non-exclusive and revocable access to our Content. No licenses or rights to the Content are granted to you, by implication or otherwise. We reserve all other rights. 

Trademarks, trade dress, service marks, and all graphical elements, including the look at feel of our Platform and our Services are distinctive and protected and belong to us. Our Platform may also contain various third-party names and marks that are the property of their respective owners.

These Terms of Use permit You to use our Platform and the Content for your personal, non-commercial use only. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material or Content on our Platform, except as follows:

• Your computer may temporarily store copies of such materials in RAM incidental to your accessing and viewing those materials.
• You may store files that are automatically cached by your web browser for display enhancement purposes.
• If we provide social media features with certain Content, you may take such actions as are enabled by such features.

You may not:

• Modify copies of any materials or Content from our Platform.
• Use any illustrations, photographs, video or audio sequences, graphics or any Content without our prior written consent.
• Delete or alter any copyright, trademark, or other proprietary rights notices from copies of materials and Content from our Platform.

You must not access or use for any commercial purposes any part of our Platform or any Services, materials or Content available through our Platform. 

If you print, copy, modify, download, or otherwise use or provide any other person with access to any part of our Platform in breach of these Terms of Use, your right to use our Platform will cease immediately and you must, at our option, return or destroy any copies of the materials you have made. No right, title, or interest in or to our Platform or any Content on our Platform is transferred to you, and all rights not expressly granted are reserved by us. Any use of our Platform not expressly permitted by these Terms of Use is a breach of these Terms of Use and may violate copyright, trademark, and other laws.

8.2 Trademarks

Shiphub Express, Shiphub Enterprise, our company’s logo, and all related names, logos, product and service names, designs, products and slogans are our trademarks and/or our licensors. You may not use such marks without our prior written permission. All other names, logos, product and service names, designs, and slogans on our Platform are the trademarks of their respective owners. You may not use the trademarks to disparage us, any third party, or our or such third party’s services, or in any manner that may damage any goodwill in the trademarks. You must not use any trademarks as part of a link to or from any website unless We approve of such use by prior written consent. 

8.3. Additional Restrictions

Other than as permitted herein, you shall not (and you shall not permit others to), directly or indirectly, modify, translate, decompile, disassemble, or reverse engineer any part of our property, or otherwise attempt to discern the functioning or operation of our Platform or Services; or copy, rent, lease, distribute, or otherwise transfer any or the rights that you receive hereunder. For the avoidance of doubt, all our page headers, custom graphics, button icons, and scripts are service marks, trademarks, and/or trade dress and you shall not copy, imitate, or use them without our express prior written consent. You may use HTML logos provided by us through our merchant Services, auction tools features or affiliate programs without prior written consent solely for the purpose of directing web traffic to our Platform. You shall not alter, modify or change such HTML logos in any way, use them in a manner that is disparaging or otherwise adverse to us or the Services, or display them in any manner that implies our sponsorship or endorsement. You shall not (and you shall not permit others on your behalf to): (i) use any robot, spider, scraper or other automated means to access our Platform or Services for any purpose without our express written permission, (ii) interfere or attempt to interfere with the proper working of our Platform or any activities conducted on our Platform, or (iii) bypass any measures we may use to prevent or restrict access to our Platform or the Services.

8.4. Client Property

All materials provided by you while using the Services shall be deemed “Client Property” for purposes of this Agreement. You hereby grant us a non-exclusive license to the Client Property solely as needed to provide the Services. No other licenses, express or implied, under any intellectual property rights are granted by you to us under these Terms of Use.

9. Confidential Information

9.1. Definition

Each party (“Recipient”) acknowledges that it may receive Confidential Information as defined herein. For purposes of these Terms of Use and subject to the exclusions set forth below, Confidential Information means any information provided to it by the other party (“Discloser”) that is marked, labelled or otherwise designated as confidential or proprietary, or that Recipient knew, or should have known, was confidential due to the circumstances surrounding the disclosure.

9.2. Exclusion

Information that is subject to one of the exclusions below shall not be Confidential Information. The exclusions include: (a) Non-transactional Confidential Information (as defined below); (b) information publicly known at the time of disclosure; (c) information received by Recipient without restriction from a third party; (d) information published or otherwise made known to the public by Discloser; (e) information that was generated independently without reference to the Discloser’s Confidential Information; or (f) information that is required to be disclosed under a court order or pursuant to any applicable governmental rule, regulation or statute, provided that Recipient provide Discloser with prior written notice of such disclosure, (as permitted by law) and the timing for response set forth in the request.

9.3. Non-transactional Confidential Information

Other than transaction information absolutely required for us to provide, or for you to use the Services, we do not require nor desire any of your proprietary information (“Non-transactional Confidential Information”). You agree not to provide us with any Non-transactional Confidential Information including, but not limited to, prototypes of new products, without our express prior written consent. In the event that you send such Non-transactional Confidential Information to us without our prior written consent, then we shall not be obligated to treat such information as Confidential Information.

9.4. Standard of Care

Recipient shall not use the Confidential Information for any purpose other than as required by these Terms of Use. Recipient shall not disclose the Confidential Information to any third party, other than as required to perform the Services. Recipient shall use at least the same standard of care with the Discloser’s Confidential Information as it does with its own Confidential Information, but in no event with less than reasonable care. Each party acknowledges that breach of this provision would result in irreparable harm to the other party, for which money damages would be an insufficient remedy, and therefore that the other party will be entitled to seek injunctive relief to enforce the provisions of this Section.

9.5. Return or Destruction

Other than transactional information that is retained in the ordinary course of our business, each party shall either promptly return all Confidential Information, or confirm that such Confidential Information has been destroyed promptly after receipt of written request from the other party.

9.6. Aggregate Use

Subject to the Terms of Use herein, you hereby acknowledge and agree that we may compile aggregate results from all of, or a selection of your use of the Services, provided that we shall not disclose any information that would individually identify you (“Aggregate Information”). Such Aggregate Information shall be deemed to be our Confidential Information. You also hereby agree that we may review and use your individual use of the Services in order to provide Services to you, to evaluate our provision of the Services, and to improve our Services offerings.

9.7. Privacy Policy

We believe in protecting your privacy. Any information you provide to us or input on our Platform as set out above will be used in accordance with our privacy policy, located at https://www.splgroup.com/privacy-policy/.  We do not sell, rent, or otherwise disclose your Confidential Information to a third party without your consent or as permitted by the Privacy Policy.

9.8. Data Security Vulnerabilities

In the event that a data security vulnerability is identified within our system, we are committed to acknowledging the vulnerability within 72 hours of its discovery. Our dedicated security team will promptly assess the severity of the vulnerability and take appropriate measures to address and rectify the issue within a reasonable timeframe, as defined by the nature of the vulnerability.

10. Indemnification

You agree to indemnify, defend and to hold us harmless, our officers, directors, employees and agents from and against any and all claims, liabilities, damages, losses or expenses, including reasonable attorneys’ fees and costs, due to or arising out of your use of the Services and/or your violation of the Terms of Use. Upon requesting for our Service, you agree to indemnify, defend and hold us harmless from any and all claims for transportation, storage, handling and other charges relating to the goods in respect of the Shipment, including undercharges, rail demurrage, truck/intermodal detention and other charges of any nature, whether or not we accept such order.

11. Disclaimers

11.1. As Is.

Our Platform is provided to You “AS IS” and “AS AVAILABLE” and with all faults and defects without warranty of any kind. To the maximum extent permitted under applicable law, we, on our own behalf and on behalf of our parents, subsidiaries, licensees, successors, assigns, directors, owners, agents, representatives, employees, contractors, and/or other service providers (the “Affiliates”), expressly disclaims all warranties, whether express, implied, statutory or otherwise, with respect to our Platform, including all implied warranties of merchantability, fitness for a particular purpose, title and non-infringement, and warranties that may arise out of course of dealing, course of performance, usage or trade practice. Without limitation to the foregoing, we provide no warranty or undertaking, and makes no representation of any kind that our Platform will meet Your requirements, achieve any intended results, be compatible or work with any other software, applications, systems or services, operate without interruption, meet any performance or reliability standards or be error free or that any errors or defects can or will be corrected.

Without limiting the foregoing, neither us nor any of our providers make any representation or warranty of any kind, express or implied: (i) as to the operation or availability of our Platform, or the information, Content, and materials or products included thereon; (ii) that our Platform will be uninterrupted or error-free; (iii) as to the accuracy, reliability, or currency of any information or Content provided through our Platform; or (iv) that our Platform, its servers, the Content, or e-mails sent from or on our behalf are free of viruses, scripts, trojan horses, worms, malware, timebombs or other harmful components.

We are not liable for the acts or omissions of any third parties, including third parties that help us provide the services.

Some jurisdictions do not allow the exclusion of certain types of warranties or limitations on applicable statutory rights of a consumer, so some or all of the above exclusions and limitations may not apply to You. But in such a case the exclusions and limitations set forth in this section shall be applied to the greatest extent enforceable under applicable law.

11.2. No Continuous Access.

We do not guarantee continuous, uninterrupted or secure access to the Services. Operation of the Services may be interfered with by numerous factors outside of our control. We will make reasonable efforts to process requests for receiving or shipping merchandise in a timely manner but we make no representations or warranties regarding the amount of time needed to complete processing because our Services are dependent upon many factors outside of our control, such as delays caused by third parties. We are not liable for any direct, indirect, incidental damage, loss of profit, goodwill, use, or data resulting from our inability to provide the Service. We reserve the sole right to discontinue our Platform and our Services, including any of our Platform’s features, at any time with or without notice to you.

11.3. Others.

You understand that we do not inspect your goods nor do we take any responsibility for the business decisions that you make and implement through the Services. You acknowledge that we are not the Merchant of Record, nor the Importer of Record, and nor the owner of any product shipped by you through us.

12. Disclaimer of Warranties

You understand that we cannot and do not guarantee or warrant that files available for downloading from the internet or our Platform will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our Platform for any reconstruction of any lost data. TO THE FULLEST EXTENT PROVIDED BY LAW, WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE PLATFORM OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE PLATFORM OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT.

YOUR USE OF THE PLATFORM, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE PLATFORM IS AT YOUR OWN RISK. THE PLATFORM, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE PLATFORM ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER THE COMPANY NOR ANY PERSON ASSOCIATED WITH THE COMPANY MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE PLATFORM. WITHOUT LIMITING THE FOREGOING, NEITHER THE COMPANY NOR ANYONE ASSOCIATED WITH THE COMPANY REPRESENTS OR WARRANTS THAT THE PLATFORM, ITS CONTENT, OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE PLATFORM WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR PLATFORM OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE PLATFORM OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE PLATFORM WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS. 

TO THE FULLEST EXTENT PROVIDED BY LAW, THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE.

THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

13. Limitation of Liability

13.1. Third-Party Liability

By accepting the Terms of Use, you acknowledge and agree that we do not assume any liability whatsoever for acts, errors, or omissions (including, without limitation, any negligence or willful misconduct) of any third-party service providers with whom you or any of your affiliates may contract, regardless of the purpose.

13.2. Waiver of Consequential Damages and Limitation of Liability.

In no event shall we be liable for any indirect, incidental, special or consequential damages, or damages for loss or damage of Shipments, loss of profits, revenue, data or use, incurred by you or any third party, whether in an action in contract or tort, arising from your access to, or use of, our Platform, any content, or any third-party websites and content. Other than as set forth below, in no event shall our liability under this agreement exceed the monies paid or payable by you to us for the applicable services, excluding carrier fees or other third-party fees (“Damages Cap”). In the event of an unauthorized transaction by one of our employees or agents, we are only liable for the damages cap. We must be notified within five (5) days after any unauthorized transaction or you acknowledge to waive all damages from us.

13.3. Declaration and Accurate Information

You are responsible for providing complete and accurate information with respect to each Shipment, including, but not limited to, the item category and item value of the Shipment. You shall be responsible for any error, damage, expense or consequence resulting from wrong or incomplete information provided to us. You shall further indemnify, defend and hold us and our Affiliates harmless from any loss or expense resulting as a consequence of any wrong information provided by you. We shall not be responsible for losses or damages in the event that any item contained in the Shipment is wrongfully declared. Moreover, we are in no way responsible for any damages or losses due to custom practice. We shall not be liable for the accuracy and truthfulness of the information provided by you.

13.4. Import Taxes and Duties

When you generate a Shipment using a Courier Account shipping label, you have the option of choosing between a DDU Shipment or a DDP Shipment. In DDU Shipments, you choose not to pay in advance for any taxes and duties in respect of the Shipment arising in the destination country, of which the receiver will be billed accordingly. By using DDU Shipment, Users acknowledge that any local customs charges, import taxes, import duties, last-mile delivery fee, or in general any extra charge(s) regarding the Shipment (“Taxes and Duties”), will be of the receiver’s sole responsibility. We shall not be liable for any discrepancies between the Shipping Fees by us and any local fee, or additional delivery fee charged to the receiver.

We will provide you with an estimate of the Taxes and Duties prior to each Shipment for your reference (“Estimate”). For DDU Shipments, such Estimate shall be for reference only and the Shipment may be subject to other additional charges depending on the local custom practices of the destination country. The Users shall not be liable for any discrepancy between the Shipping Fees by us and any local fee, or additional delivery fee provided that all information in respect of the Shipment submitted to us by the User is complete and accurate. We reserve the right to charge a User using DDP Shipments additional fees in respect of excessive Taxes and Duties resulting from the incomplete and/or inaccurate information provided by the User used to compute the Estimate.

We are not responsible for any taxes and duties, neither for DDU Shipments nor for DDP Shipments.

13.5. Customs

We shall not be liable for any loss, delay, or damage of items shipped, while in the hands of a local custom. In addition, we shall not be held responsible in the event that the local custom confiscates, holds, or denies release of the Shipment to the receiver.

13.6. Service provided by Courier

We are a technology platform that connects shippers and couriers. In no circumstances will we be liable for any Services or information provided by any Courier. Under no circumstances will we be held responsible or liable for any damage, destruction, loss, late delivery of Shipment, failures in handling in shipments to couriers, failed or late shipment collection by Courier, or any issues with tracking updates for any Courier. We shall also not be liable for acts, errors, or omissions (including, without limitation, any negligence or willful misconduct) of any third-party service providers (including, without limitation, any delay, wrong, or missed pickup by the Courier). We are not liable for any delivery time information shown on our Platform.

13.7. Other

We are not liable for any fees or expenses, resulting as a consequence of a change of your information (for example change of address, order cancellation, or order call-back), after a Shipment has been confirmed and paid for using our Platform. We shall not be liable for any delay in the generation of shipping documents.

14. Links to Other Websites

Our Platform may contain links to or features from third-party websites or service providers that are not owned or controlled by us. We have no control over, and assumes no responsibility for, the Content, privacy policies, or practices of any third-party websites or service providers. By agreeing to these Terms of Use, you further acknowledge and agree that we are not and shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such Content, goods or services available on or through any such websites or services.

We strongly advise you to read the terms and conditions and privacy policies of any third-party web sites or services that you visit or that we rely upon to provide our Platform to you.

15. Termination

Notwithstanding the provisions of Section 5.3, you have the right to terminate your Account at any time by sending a cancellation request to support@splgroup.com. Subject to earlier termination as provided below, we may terminate your Account and these Terms of Use at any time by providing thirty (30) days prior notice to the administrative email address associated with your Account. In addition to any other remedies we may have, we may also terminate these Terms of Use upon thirty (30) days’ notice (or ten (10) days in the case of non-payment), if you breach any of the Terms of Use or conditions of these Terms of Use. We also reserve the right to modify or discontinue, temporarily or permanently, the Services (or any part thereof). Except as provided above, upon any termination of your Account, we may store all of Your Content on the Services (if any), or it may be permanently deleted by us, in its sole discretion. We will reimburse any remaining Account Balance within ninety (90) Days.

16. Dispute Resolution

If you have any concern or dispute about our Platform or the Services, you agree to first try to resolve the dispute informally by contacting us. We may, at our sole discretion, require you to submit any disputes arising from these Terms of Use or use of our Platform, including disputes arising from or concerning their interpretation, violation, invalidity, non-performance, or termination, to final and binding arbitration under the Rules of Arbitration of the American Arbitration Association applying New York State law.

16.1. Limitation on Time to File Claims

TO THE FURTHEST EXTENT PERMITTED UNDER APPLICABLE LAW, ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OF USE OR THE SITE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

16.2 Class and Mass Action Waiver

YOU AND WE EACH AGREE THAT ANY PROCEEDINGS WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT AS A CLASS, REPRESENTATIVE, MASS, OR CONSOLIDATED ACTION. Neither you, nor any other Platform user can be a class representative, class member, or otherwise participate in a class, consolidated, mass, or representative proceeding.

In any action between you and us, if a court determines that any part of this arbitration provision of this Class and Mass Action Waiver is unenforceable with respect to any claim, remedy, or request for relief, then this Class and Mass Action Waiver will not apply to that claim, remedy, or request for relief; provided, however, the Class and Mass Action Waiver will still apply to all other claims, remedies, and requests for relief that You or We may assert in that or any other action.

16.3 Jury Trial Waiver

If a claim proceeds in court, YOU AND WE EACH WAIVE ANY RIGHT TO A JUDRY TRIAL.

17. Governing Law and Venue

All matters relating to our Platform and these Terms of Use, and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of New York without giving effect to any choice or conflict of law provision or rule (whether of the State of New York or any other jurisdiction).

Any legal suit, action, or proceeding arising out of, or related to, these Terms of Use or our Platform shall be instituted exclusively in the federal courts of the United States or the courts of the State of New York, in each case located in the City of New York, County of New York, although we retain the right to bring any suit, action, or proceeding against you for breach of these Terms of Use in your country of residence or any other relevant country. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

18. General Provisions

18.1 No Waiver; Severability

No waiver by us of any term or condition set out in these Terms of Use shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any by us to assert a right or provision under these Terms of Use shall not constitute a waiver of such right or provision.

If any provision of these Terms of Use is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms of Use will continue in full force and effect.

18.2 Entire Agreement

These Terms of Use and Our Privacy Policy constitute the sole and entire agreement between you and us regarding our Platform and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding our Platform.

18.3. Notices to You

You agree that we may provide notice to you by posting it on our Platform, emailing it to the email address listed in your Account, showing a notification when you login to your Account, or mailing it to the street address listed in your Account. Such notice shall be considered to be received, read and understood by you within 24 hours of the time it is posted to our Platform or emailed to the email address listed in your Account. If the notice is sent by mail, we will consider it to have been read and understood by you within 24 hours of the time it is delivered. We reserve the right to terminate your Account if you withdraw your consent to receive electronic communications.

18.4. Assignment

You may not transfer or assign any rights or obligations you have under this Agreement without our prior written consent and any attempted assignment without that consent will be void. We reserve the right to transfer or assign this Agreement or any right or obligation under this Agreement at any time. Subject to the foregoing provisions of this Section, these Terms of Use shall be binding on and inure to the benefit of the parties’ successors and assigns.

18.5. Attorneys’ Fees and Costs

We shall have the right to collect from you its reasonable costs and necessary disbursements and attorneys’ fees incurred in enforcing these Terms of Use.

18.6. Force Majeure

We shall not be liable for any delays or inability to perform the Services caused by forces beyond our control including, without limitation, acts of God or acts of third-party Service providers, including, but not limited to, carriers and postage systems. When goods are ordered out, in the case of acts of God, war, terrorism, public enemies, seizure under legal process, strikes, lockouts, riots and civil commotions, or any reason beyond our control, or because of loss or destruction of goods for which we are not liable, or because of any other excuse provided by law, we shall not be liable for failure to carry out such instructions.

18.7. For European Union (EU) Users

If you are a European Union consumer, you will benefit from any mandatory provisions of the law of the country in which you are resident in.

18.8. United States Legal Compliance

You represent and warrant that (i) you are not located in a country that is subject to the United States government embargo, or that has been designated by the United States government as a “terrorist supporting” country, and (ii) you are not listed on any United States government list of prohibited or restricted parties.

18.9. Translation Interpretation

These Terms of Use have been translated if we have made them available to you on our Platform. You agree that the original English text shall prevail in the case of a dispute.

18. Contact Us

If you have any questions about these Terms of Use, you can contact us at any time by sending an email to support@splgroup.com.