Terms of Use

Driver: Carrier Terms of Service

The ShipperBee System facilitates delivery of parcels contracted by shipping customers (“Shippers”) executed by independently contracted Carriers (“Carriers”). Both Carriers and Shippers constitute “Users” of the ShipperBee System and the Terms outlined in this agreement apply to all Users.
ShipperBee Canada Inc. and its subsidiaries and affiliates (collectively, “ShipperBee”), grants licenses under this agreement (“License”), authorizing and governing access to and use of (amongst other things) ShipperBee Apps and ShipperBee Licensed Technology (collectively called the “ShipperBee System”) that permits participants to variously communicate, contract for, and facilitate parcel deliveries through the authorized use of their own Internet-enabled smartphones, tablets, computers or the like that have been registered in connection with their License (the “Services”).

• Permission is granted to download one copy of the materials (information or software) on the ShipperBee.com website for personal, non-commercial transitory viewing only. This is the grant of a license, not a transfer of title, and under this license User may not
• modify or copy the materials;
• use the materials for any commercial purpose, or for any public display (commercial or non-commercial);
• attempt to decompile or reverse engineer any software contained on the ShipperBee.com website or within the ShipperBee System;
• remove any copyright or other proprietary notations from the materials; or
• transfer the materials to another person or "mirror" the materials on any other server.
• This License and access to ShipperBee.com shall automatically terminate if User violates any of these restrictions and may be terminated by ShipperBee at any time. Upon termination of this License, User agrees to destroy or irretrievably delete any downloaded materials in Users possession whether in electronic or printed format.
• Unless otherwise expressly provided for herein, this Documentation, including the License Agreement and Terms of Use (“Terms”) is a binding legal agreement between User (the person accepting this agreement) and ShipperBee. Please read these Terms carefully. The Terms govern User’s access to and use of ShipperBee’s proprietary ShipperBee System. Before User may use a ShipperBee app to access ShipperBee System or any portion thereof, User must accept all of the terms and conditions in, and linked to, or otherwise applicable under this agreement.
• ShipperBee collects information from or about User or related to User’s use of ShipperBee System as a condition of granting/continuing license. A description of ShipperBee’s practices related to personal information and other data collected are included in ShipperBee’s Privacy Policy.
• In addition to this Terms of Service agreement and the Privacy Statement, Users may also be bound by additional agreements as a Shipper or Carrier. In the event of a conflict between these agreements and the General Terms, the General Terms will defer to the separate agreement,
• Suspension: ShipperBee reserves the right to implement a Suspension of User License, account and access to and use of ShipperBee System without any notice. In the event of such a suspension, User may request ShipperBee to end such Suspension by contacting ShipperBee, and if required in that connection resolving any remedies specified by ShipperBee.

3. Disclaimer

• ShipperBee System, ShipperBee Apps (the “Apps”), ShipperBee Technology and the ShipperBee Website (the “Site”) usage is subject to this agreement. Please read these terms carefully before using any of same.  By accessing and using any of these, User indicates acknowledgment and legally binding acceptance of these terms and conditions. 
• The materials on the Site are provided on an 'as is' basis. ShipperBee makes no warranties, expressed or implied, and hereby disclaims and negates all other warranties including, without limitation, implied warranties or conditions of merchantability, fitness for a particular purpose, or non-infringement of intellectual property or other violation of rights.
• SHIPPERBEE MAKES NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE SHIPPERBE PRODUCTS OR SERVICES TO WHICH USER’S PROVISION OF THE SERVICES RELATES. THE SHIPPERBEE SERVICES AND SOFTWARE MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. SHIPPERBEE IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS. By entering into this agreement, User agrees that it shall defend, indemnify and hold ShipperBee, its licensors and each such party's parent organizations, subsidiaries, affiliates, officers, directors, members, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (a) User violation or breach of any term of this agreement or any applicable law or regulation, including any local laws or ordinances, whether or not referenced herein, or (b) User’s ownership, use or operation of a motor vehicle, or (c) the use of ShipperBee's Software or Services.

4. Additional Provisions

Furthermore, User   acknowledges and agrees as follows:

• Device access consent: ShipperBee System may automatically download and install in or on ShipperBee System certain updates for the Web Interfaces, ShipperBee Apps, Device Code or other Software of ShipperBee System, onto User’s registered device, and hereby consent to such downloading and installation without any separate notice thereof from ShipperBee. User agrees to receive and install such downloads, and understand that this is a condition of use of the ongoing license.
• Termination: If User or ShipperBee terminates the License or if User allows the License to expire or remain subject to any ongoing Suspension, User data (including any data stored on or in connection with ShipperBee System) might not be preserved by ShipperBee.
• Modification: ShipperBee may change the ShipperBee System at any time without providing notice and without having any liability to User or any other person or entity. ShipperBee may post descriptions of changes to ShipperBee System on its Site. If User does not agree with any such changes, User’s sole and exclusive remedy is to discontinue use of the ShipperBee System. Continued use of ShipperBee System by User indicates acceptance of, and agreement to, such changes as part of the ongoing License.
• Compliance: User shall: (a) provide accurate contact and other information reasonably requested by ShipperBee and notify ShipperBee immediately of any change in such information, including, but not limited to, any change in ownership of any registered User device; (b) properly maintain registered device; (c) not use ShipperBee System in violation of any laws, regulation or court order, or for any unlawful or abusive purpose; (d) not use ShipperBee System in any manner other than as intended by ShipperBee and expressly permitted by these Terms; (e) not use the ShipperBee System, in any manner that could harm ShipperBee, its affiliates, or any other person; and (f) strictly comply with these Terms and any other requirements or restrictions requested or imposed by ShipperBee from time to time.
• ShipperBee Apps:  ShipperBee may make available ShipperBee Apps that permit the ShipperBee System to be accessed and operated through smart phones or other mobile devices. Without limiting any restrictions set forth elsewhere in these Terms, the License granted for any ShipperBee App is limited to a non-transferable License to use ShipperBee App only on an account registered mobile device that User owns or controls. Users shall not assign any of their rights or delegate any of their obligations under this Agreement without the prior written consent of ShipperBee. Any purported assignment or delegation in violation of this Section is null and void. No assignment or delegation relieves Users of any of its obligations under this agreement.
• Content: ShipperBee Apps may contain open source software and/or other modules or code provided by third parties.
• License: ShipperBee Apps are licensed, not sold, to User for use only under these Terms. This license does not allow User to use ShipperBee Apps on any mobile device which User does not own or control which is not a registered device on its account, and may not distribute or make ShipperBee Apps available over a network, or where it could be used by multiple devices at the same time. Without limiting any of the other restrictions set forth in these Terms, User may not rent, lease, lend, sell, redistribute or sublicense ShipperBee Apps. User will not copy, decompile, reverse engineer, disassemble, attempt to derive the source code of, modify, or create derivative works of any ShipperBee Apps, any updates, or any part thereof (except as and only to the extent any foregoing restriction is prohibited by applicable law or to the extent as may be permitted by the licensing terms governing use of any open sourced components included with any ShipperBee Apps). Any attempt to do so is a violation of the rights of ShipperBee and its licensors. If User breaches this restriction or any other terms or conditions of this License, User may be subject to prosecution and damages. These Terms will govern any upgrades provided by ShipperBee that replace and/or supplement the original ShipperBee App, unless such upgrade is accompanied by a separate license, as designated by ShipperBee, in which case the terms of that separate license will govern. ShipperBee does not guarantee that ShipperBee Apps will be available for, or function in connection with, all smart phones or other mobile devices. The additional content and services associated with a ShipperBee APP may also change at any time in ShipperBee’s sole discretion. In order to use such ShipperBee Apps, User will be required to maintain an appropriate data plan from its wireless carrier at Users sole cost.
• Intellectual Property: All intellectual property rights, including copyrights, patents, patent disclosures and inventions (whether patentable or not), trade-marks, service marks, trade secrets, know-how and other confidential information, trade dress, trade names, logos, corporate names and domain names, together with all of the goodwill associated therewith, derivative works and all other rights (collectively, “Intellectual Property Rights”) in and to all documents, work product and other materials that are delivered to Users under this agreement or prepared by or on behalf of ShipperBee in the course of providing the Services shall be owned by ShipperBee. ShipperBee hereby grants the Users a license to use all Intellectual Property Rights free of additional charge and on a non-exclusive, worldwide, non-transferable, non-sublicensable, fully paid-up, royalty-free and perpetual basis to the extent necessary to enable the User to make reasonable use of the Services.

5. Roles and Relationships

The parties hereto agree that:

• ShipperBee is not in any sense a broker, a carrier, a mover, a freight forwarder nor an agent of or for User; 
• User is in every way, an independent contractor with respect to both ShipperBee and the Shipper, and not an employee of either, and,
• Nothing contained in this agreement shall be construed as creating agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between ShipperBee and Users, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.

6. Idea Submission

If User submits to ShipperBee a comment, idea, recommendation, suggestion or any other material (“Feedback”) related to ShipperBee Apps, devices or any other component of the ShipperBee System (excluding any illegal content), including through a Site or a ShipperBee App, User irrevocably assign to ShipperBee, without further consideration, all rights, title and interest in and to such Feedback, and all intellectual property rights related thereto, throughout the world. User agrees that ShipperBee will be entitled to use and implement, and to authorize others to use and implement, such Feedback without restriction and without any obligation of confidentiality, attribution or compensation. To the extent that the foregoing is deemed ineffective, User hereby grants to ShipperBee (and its successors and assigns) a non-exclusive, perpetual, irrevocable, worldwide, royalty-free, paid-up right and license, with the right to grant sublicenses to others, through multiple levels, to use, sell, offer for sale, make or have made, display, perform, reproduce, modify and create derivative works, import, export, and distribute and otherwise freely exploit the Feedback, in whole or in part, in any and all media, whether alone or together or as part of any material of any kind or nature. Without limiting any of the foregoing, ShipperBee will have the right to use, copy, display, perform, distribute, modify and re-format Feedback in any manner that ShipperBee may determine. By submitting Feedback, User represents and warrants to ShipperBee that (i) User has all necessary rights in and to such Feedback to do so and to provide the foregoing assignments and grants, (ii) none of the Feedback (or the information contained therein) infringes, misappropriates or violates any proprietary, intellectual property or other rights of any other person or entity, or contains any libelous, tortious, or otherwise illegal content.

7. Termination

• User may terminate the License and use of the ShipperBee System without cause at any time, and ShipperBee may suspend or terminate the License and User’s use of ShipperBee System without cause at any time. 
• ShipperBee may also terminate User’s access to and use of ShipperBee System (as well as the access and use of any person or persons associated with User’s account) at any time if ShipperBee, in its sole discretion, determines that User have failed to strictly comply with these Terms. Termination will not relieve User of any obligations accrued prior to the effective date of termination.
• ShipperBee reserves the right to modify or discontinue the ShipperBee System at any time and may do so without liability to any User.

8. Confidentiality

• During provision of the Services, User may have access to confidential information, including in respect of the ShipperBee, its related entities or third parties ("Confidential Information"). User agrees that while it is an independent contractor and at all times thereafter, User will not, without the prior written consent of ShipperBee, except as required by law or for User to obtain professional advice: (i) reveal, disclose or make known any Confidential Information to any person; or (ii) use the Confidential Information for any purpose, other than for the purpose of providing the Services in connection with this Agreement.
• If a User discloses Confidential Information, ShipperBee may, at its sole discretion, terminate the User’s Agreement with the Company, revoke Driver’s license to use the ShipperBee System and ShipperBee App(s) and look to other remedies available at law to the Company.

9. Indemnity and Release; Limitation of Liability

• User will, at its own cost, indemnify, defend and hold ShipperBee, its affiliates, and its and their respective distributors, dealers, resellers, providers, suppliers, licensors, officers, directors, employees, agents, independent Carriers and representatives (collectively, the “Indemnified Parties”) harmless from and against any and all losses, fines, settlements, fees, costs, damages, and expenses (including attorneys’ fees and costs and expenses of investigation) arising or resulting in any manner from User’s breach of or other failure to strictly comply with these Terms or from any access to or use of (or the inability to access or use) the ShipperBee System, or any portion thereof. USER HEREBY RELEASE THE INDEMNIFIED PARTIES FROM ANY AND ALL CLAIMS, LIABILITIES AND LOSSES IN CONNECTION WITH THE SHIPPERBEE SYSTEM, INCLUDING CLAIMS FOR PERSONAL INJURY OR PROPERTY DAMAGE ARISING FROM THE TOTAL OR PARTIAL FAILURE OF PERFORMANCE OF THE SHIPPERBEE SYSTEM, EVEN IF CAUSED BY THE FAULT OR NEGLIGENCE OF SHIPPERBEE OR ANY OTHER INDEMNIFIED PARTY, OR THE MALFUNCTION OF SHIPPERBEE SYSTEM. 
• ShipperBee does not assume any responsibility or liability to Users or any third party for any losses or damages (including any direct, indirect, special, reliance, incidental or exemplary damages and consequential damages or loss of anticipated profits, attorneys’ fees or economic loss), irrespective of the cause, that may occur even if due to ShipperBee’s negligent performance or failure to perform any obligation under these Terms or any other basis. In the event of any breach of these Terms by ShipperBee, User’s sole and exclusive remedy, and ShipperBee’s sole and exclusive obligation, will be the refund the applicable License Fee (if any) paid for the portion of ShipperBee System that is the subject of such breach by ShipperBee.
• This agreement is for the sole benefit of ShipperBee, the Users and their respective successors and permitted assigns and nothing herein, express or implied, is not intended to nor shall confer upon any other person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of these Terms.
• In the event that, notwithstanding these Terms, ShipperBee is held to be liable to a User, or any invitees, agents, employees or other person or entity, regardless of the legal theory asserted, whether arising out of contract, extra-contractually or in tort (including actions based on negligence, gross negligence, strict liability, and willful and/or intentional conduct), warranty, indemnity, or other theory of liability and whether related to the design, performance, use, defect or failure of a product or service, then to the maximum extent permitted by applicable law, the limitation of ShipperBee’s liability for any and all harm, damages, injury or loss will not exceed, in the aggregate,$100. USER HEREBY RELEASES THE INDEMNIFIED PARTIES FROM, AND WAIVE ALL CLAIMS FOR DAMAGES EXCEEDING THE LIMITS SET FORTH HEREIN FOR ALL HARM, DAMAGES, INJURY OR LOSS INCURRED, INCLUDING ACTUAL, DIRECT, INDIRECT, CONSEQUENTIAL, INCIDENTAL, COLLATERAL, EXEMPLARY, PUNITIVE, RELIANCE OR SPECIAL DAMAGES (INCLUDING BUSINESS INTERRUPTION OR LOSS OF DATA (DIRECT OR INDIRECT), GOODWILL, PROPERTY DAMAGE, PERSONAL INJURY, DEATH, ATTORNEYS FEES, REPUTATION, REVENUE, OR PROFITS), EVEN IF FORESEEABLE OR THEY WERE ADVISED OR MADE AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES OR DAMAGES AND REGARDLESS OF WHETHER THE CLAIM IS BASED ON CONTRACT, EXTRA-CONTRACTUAL LIABILITY, TORT (INCLUDING NEGLIGENCE, GROSS NEGLIGENCE, STRICT LIABILITY, AND WILLFUL AND/OR INTENTIONAL CONDUCT), WARRANTY, INDEMNITY, OR OTHER THEORY OF LIABILITY. This limitation is a material inducement for ShipperBee to furnish the ShipperBee System to USER. Some states or other jurisdictions do not allow limitations of liability, so the above limitations may not apply, and User may have other legal rights that vary by jurisdiction.
• TO THE MAXIMUM EXTENT PERMITTED BY LAW, USER AGREES THAT NO LAWSUIT OR ANY OTHER LEGAL PROCEEDING CONNECTED WITH THESE TERMS, OR SHIPPERBEE SYSTEM WILL BE BROUGHT OR FILED BY USER MORE THAN ONE (1) YEAR AFTER THE INCIDENT GIVING RISE TO THE CLAIM OCCURRED.
• User understands and agrees that these Terms will: (i) apply to and protect the employees, officers, shareholders, parent companies, directors, agents, licensors, representatives, Carriers, affiliates and assignees of ShipperBee and other Indemnified Parties, and (ii) be binding on User’s heirs, administrators, custodians, trustees, agents and successors.
• User understands and acknowledges that (i) the software and devices that make up the ShipperBee System are not impenetrable and may be the subject of efforts by others to compromise the security or operation of such ShipperBee System or to intercept data passing from, to or between components of the ShipperBee System; and (ii) bad actors may attempt to use or hijack User’s device(s) and portions of the software as a part of an Internet of Things botnet or for other harmful or illegal purposes. Should any such acts, compromise or other incident occur, ShipperBee’s liability will be limited as provided herein, and ShipperBee will have no responsibility or obligation to investigate, remediate, or remedy such acts, compromise, or incident. ShipperBee will notify Users of an incident to the extent required by applicable law.
• No waiver by ShipperBee of any of the provisions of this agreement is effective unless explicitly set forth in writing and signed by ShipperBee. No failure to exercise, or delay in exercising, any rights remedy, power or privilege arising from this agreement operates or may be construed as a waiver thereof. No single or partial exercise of any right, remedy, power or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.
• Agreement and Amendment. These Terms are effective upon acceptance by User, supersede all prior agreements, understandings, negotiations, representations and warranties, and communications relating to the ShipperBee System, any Site and/or ShipperBee Apps, and constitute the entire agreement between User and ShipperBee with respect to the subject matter hereof. There are no written or oral understandings that are not fully expressed in these Terms relating to such subject matter.
• These terms are subject to change by ShipperBee, at its sole discretion, and User will be deemed to have received notice if sent by ShipperBee by electronic mail or by posting on the Site. ShipperBee may update these Terms – and in any case, continued use of ShipperBee system indicates User’s agreement to such changes.

10. Governing law and Dispute Resolution

• All matters arising out of or relating to this agreement are governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein without giving effect to any choice or conflict of law provisions or rule (whether of the Province of Ontario or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the Province of Ontario. 
• User agree that if any Dispute (as defined below) arises hereunder, either User or ShipperBee may demand in writing that the Dispute shall be referred to and finally resolved by arbitration under the Canadian Arbitration Association Arbitration Rules. The place of the arbitration shall be Guelph, Ontario, Canada. There shall be three arbitrators. Each party may nominate an arbitrator of its own choosing and the third arbitrator will be selected by mutual agreement between the parties’ selected arbitrators. The language of the arbitration shall be English. The Arbitral Tribunal must select its award from one of the final offers made by each of the Parties, in its entirety and without modification. The Arbitral Tribunal need not provide detailed reasons for its award. An oral hearing need not be held. There will be no appeal from the decision of the Arbitral Tribunal on questions of fact, law, or mixed fact and law. Whether or not any Dispute (or part of a Dispute) is subject to arbitration, USER AGREES THAT ANY CLAIM WILL BE BROUGHT ONLY IN USERS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING, THEREBY WAIVING THE RIGHT TO PARTICIPATE AS A CLASS REPRESENTATIVE OR CLASS MEMBER IN A CLASS ACTION relating in any way to a Dispute, WAIVE ANY RIGHT TO A TRIAL BY JURY and agree to have such matter tried by a court without a jury.
• Each party will continue to have the following rights: 1) right to file for bankruptcy in court; 2) right to take legal action to enforce the arbitrator’s decision; and 3) right to request that a court of law review whether the arbitrator exceeded its authority.
• A “Dispute” is any controversy or claim that relates in any way to the ShipperBee System, the Site, and any ShipperBee App or otherwise related to these Terms and conditions, and/or any question regarding whether a matter is subject to arbitration under these provisions. The arbitrator’s award will be final and binding on all parties to the arbitration. Either party may enter judgment on the award in any court. If ShipperBee is required to enforce these Terms in court, ShipperBee will be entitled to its legal fees, including but not limited to attorneys’ fees, and costs incurred in doing so. Nothing in these Terms will give the arbitrator any authority, power, or right to alter, change, amend, modify, add to, or subtract from the provisions of these Terms. The words “include,” “includes” and “including” will be deemed to be followed by the phrase “without limitation”. With respect to any judicial action taken, the parties hereby agree to submit to the exclusive personal jurisdiction of the Province of Ontario and Canadian federal courts situated in Ontario.

11. Severability

 If any provision of these Terms or the application of any such provision to any person, entity or circumstance shall be held invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability will not affect any other provision of these Terms, which will remain in full force and effect, and will be binding upon the parties hereto and their respective heirs, executors, representatives, employees, affiliates, successors, and assigns. The parties intend that all disclaimers of warranties, limitations of liability, and exclusions of damages in these Terms will be upheld and applied to the maximum extent permitted by law.

12. Survival

Provisions of these Terms, which by their nature should apply beyond their terms, will remain in force after any termination or expiration of this agreement. 

GENERAL LICENSE - SHIPPER LICENSE SPECIFIC TERMS AND CONDITIONS

The Company may terminate your participation in the Service and terminate any license granted under this Agreement at any time, for any reason, with or without cause, and without notice.  Upon such termination all remaining terms of this Agreement will remain in full force and effect.

3. Cancellation of Account

If you wish to cancel your account, please contact us at or through support at support@shipperbee.com

4. Limitations of Service 

 Shipper represents, warrants and agrees, that: 

• Shipper is legally able to enter into this Agreement and is allowed to use the Service and Application in accordance with the terms and conditions contained in this Agreement.
• The Service and Application are intended to be used only to facilitate deliveries for Shippers with Carriers using personal vehicles or SUVs, or by foot, bicycle, or motorcycle.
• SHIPPER MAY NOT AND WILL NOT USE THE SERVICE OR APPLICATION TO TRANSPORT ILLEGAL DRUGS OR NARCOTICS, WEAPONS, PERISHABLE GOODS OR FOODSTUFFS, CHEMICALS, PEOPLE, LIVESTOCK, PROHIBITED MATERIALS, HAZARDOUS MATERIALS, OR ANY MATERIALS THE TRANSPORTATION OF WHICH IS SUBJECT TO ANY FEDERAL, PROVINCIAL, STATE, OR LOCAL LAWS OR REGULATIONS.  
• SHIPPER MAY NOT USE THE SERVICE OR APPLICATION IF THE ACTIVITIES AS A SHIPPER SUBJECT SHIPPER, SHIPPERBEE OR THE CARRIER TO ANY LICENSING OR REGULATION REQUIREMENTS.
• SHIPPERBEE IS NOT A MOTOR CARRIER, MOVER, OR BROKER AND AS SUCH DOES NOT PROVIDE CARRIAGE, MOVING, OR BROKERAGE SERVICES.

5. Non-circumvention

Shipper may not circumvent or bypass the Service or Application in order to directly enter into a delivery arrangement or agreement with any Shipper or Carrier. 

6. User Obligations

Shipper has sole responsibility for all activities that occur under its ShipperBee password or account and are solely responsible for interactions with other users. Shipper will keep its account password and any other identification that allows access to the Service secure and confidential.  ShipperBee takes precaution to secure Shipper’s data – both personal and commercial – that is shared with ShipperBee.  If Shipper becomes aware of actual or suspected unauthorized use of its account, or any other breach of security, Shipper will notify ShipperBee immediately.  Shipper will provide ShipperBee with any information relevant to the known or suspected security breach and any other information that ShipperBee may reasonably request.  It is the Shipper’s sole responsibility to download the correct Application for its device(s).

7. User Restrictions

Shipper may not, directly or indirectly, in connection with its use of the Service or Application:

• Use the Service or Application or any ShipperBee content in violation of this Agreement;
• Authorize others to use Shipper’s user account, or assign or otherwise transfer Shipper’s user account to any other person.  For greater certainty, if Shipper is an organization with several user accounts, user accounts may be re-assigned to new employees within the Shipper’s organization;
• Access the Service or Application using unauthorized means or an incompatible or unauthorized device; 
• Infringe or violate in any way the legal rights of the owner of any copyrighted material, trademarks, or proprietary or confidential information or other property rights; 
• Express or imply that any statements Shipper make are endorsed by or attributable to ShipperBee without our express written consent;
• Remove any copyright, trademark or other proprietary rights notices contained in the Service or Application, or otherwise interfere with or infringe ShipperBee’s copyright, trademark or other proprietary or commercial rights;
• Send spam in violation of applicable laws or regulations, distribute any unlawful material, or otherwise violate any law or regulation;
• Create a nuisance, "stalk" or otherwise harass any person, post or distribute any content or material that is in any way tortious, obscene, threatening, libelous, fraudulent, harmful, or in violation of any other person’s privacy rights, or otherwise use the Service or Application in a tortious manner, for a fraudulent purpose, or in a manner that in any way violates or impairs the legal rights of others;
• Interfere with or disrupt the Application or Service or its related infrastructure or attempt to retrieve, index, "data mine", reproduce, or circumvent the navigational structure or presentation of the Service or its contents;
• Transmit or otherwise distribute any content that contains any viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs that may adversely affect the functionality of any software, equipment, or network, or that may in any way interfere with or disrupt the integrity or performance of the Application or Service or ShipperBee’s content; 
• Decipher, decompile, disassemble, reverse engineer, modify, adapt, sublicense, translate, sell, resell, transfer, assign, or distribute the Service or the Application, or make derivative works based upon, or otherwise make available to any third party or commercially exploit any portion or derivative of the Service or Application or other content of ShipperBee; or
• Impersonate any person or entity or forge headers or otherwise manipulate identifiers that results in disguising the origin of any information transmitted through the Service, or
• "frame" or "mirror" any part of the Service, or use meta tags or code or other devices containing any reference to ShipperBee or the Service that may direct any person to any other web site for any purpose. 

8. Limited License Granted by ShipperBee

Subject to the Company’s right to terminate Shipper’s right to use the Service, Shipper shall have a limited non-exclusive, non-transferable license to:

• Download and install a copy of the Application only on devices that owned or controlled by Shipperand to run such copy of the Application solely for its own use. 
• View, download and print any content that the Company makes available through the Service or Application, excluding content provided by other users, solely for Shipper’s non-commercial use, and to view any content provided by other users to which you are permitted access, solely for Shipper’s non-commercial use.
• Use the Application and Service in compliance with this Agreement. 
  

9. License Granted by Shipper

Shipper hereby grants to ShipperBee a worldwide, irrevocable, perpetual, non-exclusive, transferable, royalty-free license, with the right to sublicense, use, view, copy, adapt, modify, distribute, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast and otherwise exploit, all content Shipper makes available on or through the Service or Application.  This license will not alter or otherwise impact Shipper’s ownership rights in any of its content, and nothing in this Agreement will be deemed to reduce or restrict such rights.

10. Shipper and Carrier Ratings

The Service and Application may contain a feature for Shippers to rate Carriers and vice versa according to a five-star rating system, which rating will be displayed by the Application (the “Carrier Rating”).  Higher rated Shipper/Carriers may be provided more opportunities at ShipperBee’s sole and absolute discretion.  Lower rated Shippers/Carriers may be provided fewer shipment or delivery opportunities or may be denied access to shipment or delivery opportunities in ShipperBee’s sole and absolute discretion.  An unrated Shipper or Carrier will receive the highest initial rating.  All subsequent ratings will be averaged.

11. Right to Monitor; Privacy Policy

The Company shall have no obligation to monitor any user’s access to or use of the Service, the Application, or content.  Nothwithstanding the forgoing, ShipperBee does reserve the right to do so for the purpose of ensuring compliance with this Agreement and monitoring any disputes.  Please also see our Privacy Policy, the terms and conditions of which are incorporated by reference into this Agreement. 

12. Copyright Policy

The Company respects Shipper’s intellectual property rights and the intellectual property of others. If Shipper reasonably believes that any content posted by the Company infringes upon its copyrights, Shipper has an obligation to notify us immediately. 

13. Fees and Payment Terms

• The ShipperBee System platform will automatically calculate and set the fee to be paid by the Shipper (the “Shipper’s Fee”) through the Service and Application.  The Application will display the Shipper’s Fee to the Shipper.  The Shipper is responsible to ensure that order details are accurate. After reviewing the shipment details, a Shipper completing the order is deemed to accept the price presented by the ShipperBee System at time of order creation. 
• All payments by Shipper to ShipperBee will be made in accordance with the Shipper’s service agreement or, if there is no specific Shipper agreement, with these general terms and conditions.  Payment of Shipper’s fees will be made electronically:
• By credit card through ShipperBee’s Merchant Account provider;
• by Electronic Funds Transfer (EFT or ACH);
• by wire payment, or
• by Cheque/Check if approved by ShipperBee
• Shipment prices are determined and presented on the ShipperBee system. In Canada they are quoted and payable in Canadian Dollars. 
• In addition to quoted shipment prices Shipper is responsible for any and all taxes imposed by regulatory authorities including without limitation all harmonized sales tax (HST), goods and services tax (GST), value added tax, sales, use and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any federal, provincial, territorial or local government entity on any amounts payable by Shipper hereunder. 
• Upon confirmation of delivery of shipment, Shipper will be invoiced according to the terms of their specific shipping agreement. In the event that no such agreement exists, Shipper will be invoiced bi-weekly with payment due net 15 days from issuance date of invoice.
• Shipper shall contact the Company to resolve any disputes as to charges or credits.  Without limiting the generality of the foregoing, if the Shipper objects to payment for any reason, including but not limited to failure of the Carrier to make delivery, or damage to or loss of the shipped item, the Shipper shall contact ShipperBee to request an investigation. 
• Third party message and data rates may also apply and are Shipper’s sole responsibility.

14. Intellectual Property Ownership

ShipperBee owns all right, title and interest in and to the Application, the Service, and any content provided by the Company, including all related intellectual property rights, including but not limited to copyright, patent, trademark, and confidential information rights, and any variations or derivatives thereof created by any person.  This Agreement does not convey any license or rights of ownership in such rights.

15. Third Party Advertising

ShipperBee may, in our sole discretion, use third party advertising through the Application or Service, and Shipper agrees to receive such advertising and marketing.  If Shipper does not wish to receive such advertising it must notify the Company immediately.  Should Shipper not wish to receive marketing and advertising, the Company reserves the right to charge you a higher fee for the Service or Application, which higher fee, if applicable, will be posted on our website. 

16. Usage Data

Through provision of the Service and the Application, the Company collects and maintains certain data (“Usage Data”).  The Company may share this Usage Data with Shipper in an effort to improve the Services.  The Company may also compile and release information, on an anonymized basis, which will include Shipper’s Usage Data (for example, the Company may share that it moves 10,000 parcels per day of which Shipper’s parcels are 1,000).

17. Limitation of Liability

Notwithstanding anything to the contrary contained herein, the Company’s liability, and the liability of the Company’s parent organizations, subsidiaries, affiliates, successors, officers, directors, users, employees, licensors, attorneys and agents, to Shipper or any third parties in any circumstance is limited to $100. In certain jurisdictions laws do not allow limitations on implied warranties or the exclusion or limitation of certain damages. If these laws apply to Shipper, some or all of the above disclaimers, exclusions or limitations may not apply, and Shipper may have additional rights.

18. Contact and Notifications

• All contacts or notifications required or desired to be given or delivered under the terms of this Agreement shall be in writing
• The Company may provide notice to Shipper by means of a general notice on the Service, email to email address on record in Shipper’s account information, or by facsimile, personal delivery, overnight courier service, or first-class mail, to address on record in Shipper’s account information, postage prepaid.  
• Shipper shall provide notice to us by:
• email to: 
  support@shipperbee.com, with receipt of delivery requested, or
• first class certified mail, return receipt requested, postage prepaid:
  ShipperBee Canada Inc.
  #6-335 Laird road, Guelph, ON, N1G 4P7 Canada
• Notifications delivered in person, emailed notifications, and notifications sent by overnight courier service will be deemed given when delivered. Mailed notices shall be deemed given on the second business day after mailing.

19. Assignment

• This Agreement may not be assigned by Shipper without the Company’s prior written approval.
• ShipperBee may assign this Agreement without prior notice or consent to:
• a parent or subsidiary,
• an acquirer of assets, or
• a successor by merger.
• Any purported assignment in violation of this section shall be void.