SPS Commerce Carrier Service – LTL (Less-Than-Truckload) Terms and Conditions of Service

THANK YOU FOR CHOOSING TO USE THE SPS COMMERCE, INC. (“SPS”) CARRIER SERVICE – LTL SOLUTION (THE “SOLUTION”).

BEFORE ACCESSING THE SOLUTION, YOU SHOULD READ CAREFULLY THESE TERMS AND CONDITIONS OF SERVICE (THE “SOLUTION TERMS ”). THE SOLUTION TERMS APPLY TO ALL ASPECTS OF YOUR USE OF THE SOLUTION. THESE SOLUTION TERMS ARE INCORPORATED INTO AND ARE PART OF THE AGREEMENT FOR SERVICES, SUCH AS A SCOPE AND PROPOSAL, BETWEEN YOU AND SPS (THE “OTHER TERMS”). YOUR USE OF THE SOLUTION IS GOVERNED BY BOTH THESE SOLUTION TERMS AND THE OTHER TERMS (TOGETHER THE “AGREEMENT”) AND CONSTITUTE THE FULL AGREEMENT BETWEEN YOU AND SPS REGARDING THE SOLUTION. IN THE EVENT OF CONFLICT BETWEEN THESE SOLUTION TERMS AND THE OTHER TERMS, THE RELEVANT PROVISION IN THE OTHER TERMS WILL CONTROL. YOUR USE OF THE SOLUTION IS CONTINGENT UPON YOUR ACCEPTANCE OF AND AGREEMENT WITH THE SOLUTION TERMS. IF YOU DO NOT AGREE WITH THE SOLUTION TERMS, YOU SHOULD NOT ACCESS OR USE THE SOLUTION AND YOU ARE NOT GRANTED PERMISSION TO ACCESS OR USE THE SOLUTION. BY ACCESSING OR USING THE SOLUTION, YOU INDICATE THAT YOU HAVE READ AND UNDERSTAND THE SOLUTION TERMS, AS THEY MAY CHANGE FROM TIME TO TIME, THAT YOU AGREE TO THEM AND INTEND TO BE LEGALLY BOUND BY THEM. “YOU” OR “YOUR” REFERS TO THE INDIVIDUAL USING THE SOLUTION AND IF YOU USE THE SOLUTION ON BEHALF OF A CORPORATION, LLC, PARTNERSHIP, OR OTHER BUSINESS ENTITY, THEN “YOU” SHALL INCLUDE THAT BUSINESS ENTITY AND ANY INDIVIDUALS ASSOCIATED THEREWITH USING THE SOLUTION. IF YOU ARE USING THE SOLUTION ON BEHALF OF A BUSINESS OR OTHER LEGAL ENTITY, YOU ARE NEVERTHELESS INDIVIDUALLY BOUND BY THE SOLUTION TERMS.

1. SERVICE: The SOLUTION is an internet-based software platform that provides retail supply chain solutions designed to streamline the LTL shipping process. The SOLUTION is not itself, nor is it an agent for, a broker, motor, air, or rail carrier, freight forwarder or any other form of freight transportation provider ( “Transportation Providers”). All shipping rates, quotations, and transit times are provided directly from Transportation Providers and neither SPS nor any other third party are responsible for the accuracy or completeness of that information. Any shipments with a Transportation Provider booked through the SOLUTION platform are subject to the terms and conditions of the particular Transportation Provider with whom transportation has been arranged.

2. USER INFORMATION REQUIRED; RIGHTS GRANTED BY YOU; AUTHORIZATION: YOU must provide any information requested in order to complete the signup/login process for the SOLUTION, such as contact name, contact phone number and valid email address. YOU agree that this information provided by YOU will be accurate and current and YOU further agree to maintain and promptly update this information as necessary. YOU must also provide YOUR account information related to the various Transportation Providers you wish to contact through the SOLUTION. By submitting this information, and Transportation Providers’ websites passwords, usernames, account information, data, and other content (collectively, “Content”) to SPS and third parties designated by SPS (“Third Party Providers”), YOU are licensing that Content to SPS and Third Party Providers for the purpose of providing the SOLUTION. SPS and Third Party Providers may use and store the Content in connection with providing the Solution and in accordance with the SOLUTION TERMS. You represent that YOU are entitled to submit Content to SPS and Third Party Providers for use for this purpose, without any obligation by SPS or Third Party Providers to pay any fees or be subject to any agreements, restrictions or limitations.
By using the SOLUTION, YOU expressly authorize SPS and Third Party Providers to access YOUR account information maintained by identified Transportation Providers, on YOUR behalf as YOUR agent. The SOLUTION will be directly or indirectly connected to the websites and/or information systems for the Transportation Providers YOU have identified. SPS and Third Party Providers will submit information including usernames and passwords that YOU provide to log into the Transportation Providers’ websites and information systems. YOU hereby authorize and permit SPS and Third Party Providers to use and store information submitted by YOU to accomplish the foregoing and to configure the SOLUTIONS so that such information is compatible with the Transportation Providers’ websites and information systems for which YOU submit YOUR information. For purposes of the Solution Terms and solely to provide the Transportation Providers’ websites information to YOU as part of the SOLUTION, YOU grant SPS and Third Party Providers a limited power of attorney, and appoint SPS and Third Party Providers as YOUR attorney-in-fact and agent, to access Transportation Providers’ websites and information systems, retrieve and use YOUR information with the full power and authority to do and perform each thing necessary in connection with such activities, as YOU could do in person. YOU ACKNOWLEDGE AND AGREE THAT WHEN SPS and/or any Third Party Providers ARE ACCESSING AND RETRIEVING ACCOUNT INFORMATION FROM TRANSPORTATION PROVIDERS’ WEBSITES AND INFORMATION SYSTEMS, SPS and Third Party Providers ARE ACTING AS YOUR AGENT, AND NOT AS THE AGENT OF OR ON BEHALF OF THE TRANSPORTATION PROVICER THAT OPERATES THE TRANSPORTATION PROVIDER WEBSITE/INFORMATION SYSTEM.
YOU understand and agree that the SOLUTION is not sponsored or endorsed by any Transportation Providers accessible through the SOLUTION. Neither SPS nor any Third Party Providers are responsible for any Transportation Provider’s payment processing errors or fees or other SOLUTION-related issues, including those issues that may arise from inaccurate account information. As your limited attorney in fact and/or agent, YOU authorize SPS to work with Transportation Providers on YOUR behalf by, including, but not limited to, using their website, creating website accounts, accessing website functionality, and/or consuming web services/APIs to retrieve electronic information concerning YOUR shipments, including, but not limited to, rates, tariffs, discount structure and/or shipment status. Neither SPS nor any Third Party Providers assumes any liability and in no event shall be responsible for any Transportation Provider and/or broker billing or tariff inaccuracies.
If YOU choose to use any FedEx Transportation Provider as a carrier within the SOLUTION, please note that i) FedEx only assigns meter numbers to its customers who (a) successfully complete the FedEx customer registration process in accordance with the FedEx Program Manual, including executing FedEx’s written end user license; and, (b) agree to FedEx’s terms of services (including, the FedEx Services Guide, the terms of carriage, license agreement) and credit policies, as may be modified, from time to time, by FedEx in its sole discretion, prior to FedEx providing any FedEx services; and (ii) that any FedEx customer software may only be used by such FedEx customer to ship packages on behalf of such FedEx customer.
The SOLUTION may access Third Party Providers’ (including Transportation Providers’) connections, networks and systems to complete a request or otherwise provide the SOLUTION, which Third Party Providers may require their own separate agreements with You and You agree to comply with all such agreements. Such agreements are not governed by the SOUTION TERMS and SPS fully disclaims all representations and warranties by, or pertaining to the service provided by, any such providers.

3. ACCOUNT SECURITY: YOU agree that YOU are responsible for maintaining and protecting the security of YOUR SOLUTION account and password. YOU further agree that neither SPS nor any Third Party Providers are or will be liable for any loss or damage resulting from YOUR failure to comply with this security obligation. YOU will refrain from charging anyone for access to any portion of the SOLUTION, or any information therein. YOU will not allow non-registered users access to the SOLUTION nor share any proprietary information regarding the operation of the SOLUTION with any non-authorized users. Further, YOU agree YOU are fully responsible for anything that happens through YOUR account.

4. INFORMATION PROVIDED BY YOU: By providing information through the SOLUTION, YOU represent and warrant that YOU are entitled to submit the information and that the information is true, accurate, complete, current, and not in violation of any contractual restrictions or other third party rights. It is YOUR responsibility to ensure the accuracy of all information provided and to keep YOUR profile information accurate and updated.

5. USER ELIGIBILITY AND REQUIREMENTS: To be eligible to use the SOLUTION, YOU must meet the following criteria and represent and warrant that YOU: (1) are 18 years of age or older; (2) are not currently restricted from the SOLUTION, or not otherwise prohibited from having an account, (3) have full power and authority to agree to these SOLUTION TERMS and doing so will not violate any other agreement to which YOU are a party; (4) will not violate any rights of SPS or any Third Party Providers, including these SOLUTION TERMS and/or any intellectual property rights such as copyright, patent, licensing, or trademark rights; (5) agree to provide at YOUR cost all equipment, software, and internet access necessary to use the SOLUTION; and (6) agree not to reproduce, copy, sell, resell, or exploit any portion of the SOLUTION (including, but not limited to, the HTML/CSS or visual design elements of the SOLUTION), or use the SOLUTION or access the SOLUTION without the express written permission of SPS and applicable Third Party Providers. Violation of this paragraph may result in civil and/or criminal penalties and fines as well as liability for attorney fees. The SOLUTION is subject to applicable copyrights. All rights are reserved. Portions of the SOLUTION are patent pending and/or licensed under U.S. Patent No. 7,430,517 B1 or 14/257, 617.

6. COMPLIANCE WITH LAWS: YOU agree that YOU are responsible for, warrant compliance with, and will adhere to any and all applicable federal, state, local, foreign and international laws, regulations, ordinances, executive orders, rules, orders, standards, conventions, directives, and treaties.

7. MISUSE OF THE SOLUTION: YOU agree to use the SOLUTION only for the purpose for which it is intended. YOU agree not to modify, adapt, reverse engineer, create derivative works from, or hack the SOLUTION or modify another website so as to falsely imply that it is associated with the SOLUTION, SPS and/or any Third Party Providers. YOU agree not to use the SOLUTION for any illegal or unauthorized purpose or activities. YOU agree not to upload, post, host or transmit unsolicited emails or text messages including “junk mail” and “spam” messages or upload, post, host, e-mail, or transmit any content that is unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene or otherwise objectionable or violates any party’s intellectual property rights or these SOLUTION TERMS. YOU agree not to transmit any worm or virus or code of a destructive nature which interferes in any way with the SOLUTION.

8. PRIVACY POLICY: By using the SOLUTION, SPS and the Third Party Providers may use any information, including personally identifiable information, YOU submit to us in accordance with these SOLUTION TERMS and SPS’s applicable Privacy Policy. YOU acknowledge that YOUR submission of any information, statements, data, and content to us is voluntary on YOUR part.

9. DISCLAIMER OF WARRANTIES: YOUR use of the SOLUTION is at YOUR sole risk. The SOLUTION, including the information contained on or made available through the SOLUTION is provided “as is,” “as available” and with all inaccuracies. To the fullest extent permissible under applicable law, SPS and all Third Party Providers disclaim any and all warranties and representations and makes no warranty or representation of any kind, expressed, statutory, or implied, written or oral, including, but not limited to, those of merchantability or fitness for a particular purpose, accuracy, content, completeness, quality, systems integration, legality, reliability, operability, availability, title, non-infringement, or arising from a course of dealing, usage or trade practice. Neither SPS nor any Third Party Providers represent or warrant that the SOLUTION will meet YOUR specific requirements. Neither SPS Commerce nor any Third Party Providers represent or warrant that the SOLUTION will be uninterrupted, timely, secure, error-free, or free of computer viruses or other harmful mechanisms, that the quality of any products, services, information or other material purchased or obtained by YOU through the SOLUTION will meet YOUR expectations, or that any errors in the SOLUTION will be corrected. Neither SPS nor any Third Party Providers is responsible, and makes no representations or warranties for the delivery of messages sent through the SOLUTION to anyone. THE OPERATION OF THE SOLUTION MAY BE INTERRUPTED DUE TO MAINTENANCE, UPDATES, OR SYSTEM OR NETWORK FAILURES. SPS AND ALL THIRD PARTY PROVIDERS DISCLAIM ALL LIABILITY FOR DAMAGES CAUSED BY ANY SUCH INTERRUPTION OR ERRORS IN FUNCTIONING. FURTHERMORE, SPS AND ALL THIRD PARTY PROVIDERS DISCLAIM ALL LIABILITY FOR ANY MALFUNCTIONING, IMPOSSIBILITY OF ACCESS, OR POOR USE CONDITIONS OF THE SPS SITE AND OTHER SITES ACCESSED THROUGH THE SOLUTION DUE TO INAPPROPRIATE EQUIPMENT, DISTURBANCES RELATED TO INTERNET SERVICE PROVIDERS, TO THE SATURATION OF THE INTERNET NETWORK, AND FOR ANY OTHER REASON. YOU AGREE THAT NEITHER SPS NOR ANY THIRD PARTY PROVIDERS ARE RESPONSIBLE FOR ANY CHARGES INCURRED FOR ANY LOSSES, DAMAGES, FINES, CLAIMS, THEFT, LEGAL EXPENSES OR PENALTIES OF ANY KIND RELATED TO YOUR USE OF THE SOLUTION.

10. LIMITATION OF LIABILITY: In no event shall SPS or any Third Party Providers have any liability for damage, loss, or delay to goods shipped incidental to use of the SOLUTIONS of any kind. SPS’s sole responsibility is to provide the SOLUTION (directly or through one or more Third Party Providers) for YOUR use, subject to the SOLUTION TERMS, and SPS (and Third Party Providers) liability is limited to a refund of the total subscription fee paid by YOU or on YOUR behalf in the thirty days immediately prior to any claim or related claims brought by YOU for any reason. To the extent the foregoing may be disallowed by applicable law, SPS (and Third Party Providers) liability shall be limited to the fullest extent otherwise permitted by law. YOU EXPRESSLY UNDERSTAND AND AGREE THAT SPS AND THIRD PARTY PROVIDERS, ALL OF THEIR RESPECTIVE PARENTS, SUBSIDIARIES AND AFFILIATED COMPANIES, AND ALL OF THEIR RESPECTIVE DIRECTORS, OFFICERS, AGENTS AND EMPLOYEES SHALL NOT BE LIABLE FOR ANY DIRECT, SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, EXTRA-CONTRACTUAL, OR PUNITIVE DAMAGES OF ANY KIND WHATSOEVER, WHICH MAY OR DOES RESULT FROM THE USE OF, ACCESS TO, OR INABILITY TO USE THE SOLUTION, INCLUDING THE CONTENT CONNECTED THEREWITH, UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA, STATEMENTS OR CONDUCT OF ANY THIRD PARTY, ANY MODIFICATION, PRICE CHANGE, SUSPENSION OR TERMINATION OF THE SOLUTION, IN WHOLE OR IN PART, OR ANY OTHER MATTER RELATING TO THE SOLUTION, REGARDLESS OF LEGAL THEORY, WHETHER OR NOT ANY PARTY HAD BEEN ADVISED OF THE POSSIBILITY OR PROBABILITY OF SUCH DAMAGES, AND EVEN IF THE REMEDIES OTHERWISE AVAILABLE FAIL THEIR ESSENTIAL PURPOSE, INCLUDING, WITHOUT LIMITATION, LOST REVENUES OR LOST PROFITS, BUSINESS INTERRUPTION, GOODWILL, USE, OR OTHER INTANGIBLE LOSSES, DAMAGE CAUSED TO YOUR COMPUTER, COMPUTER SOFTWARE, SYSTEMS AND PROGRAMS AND THE DATA THEREON OR THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES. THIS LIMITATION OF LIABILITY SHALL APPLY TO PREVENT RECOVERY OF ANY OF THE AFOREMENTIONED DAMAGES, ANY DAMAGES YOU MAY INCUR BECAUSE OF THIRDPARTY PROVIDER SERVICES OR OTHER SERVICES OR GOODS RECEIVED THROUGH THE SOLUTION.

11. INDEMNIFICATION: YOU agree to defend, indemnify, and hold harmless SPS and Third Party Providers, and all of their respective parents, subsidiaries and affiliated companies, and all of their respective directors, officers, employees, agents, and vendors from and against any and all suits, actions, claims, proceedings, damages, settlements, judgments, injuries, liabilities, losses, risks, costs, and expenses (including without limitation attorneys’ fees and litigation expenses) relating to or arising from the SOLUTION, YOUR access and/or use of the SOLUTION (or any derivatives of the SOLUTION offered to YOU) or any use under YOUR username and password whether or not authorized by YOU, YOUR fraud, violation of law, or willful misconduct, and any breach by YOU of these SOLUTION TERMS, including, but not limited to, YOUR use of the SOLUTION, uploading, emailing, posting, publishing, transmitting or submitting any content, or any misrepresentation, breach of warranty or certification made by YOU.