These Terms and Conditions constitute a legally binding agreement made between you, whether personally or on behalf of an entity (“you”) and PrepShipHub (“we,” “us” or “our”), concerning your access to and use of www.prepshiphub.com (the “Platform”).
Supplemental terms and conditions or documents that may be posted on the Platform from time to time are hereby expressly incorporated herein by reference. We reserve the right, in our sole discretion, to make changes or modifications to these Terms and Conditions at any time and for any reason.
The information provided on the Platform is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject us to any registration requirement within such jurisdiction or country.
Accordingly, those persons who choose to access the Platform from other locations do so on their own initiative and are solely responsible for compliance with local laws, if and to the extent local laws are applicable.
The Platform is intended for users who are at least 18 years old. Persons under the age of 18 are not permitted to register for the Platform.
Intellectual Property Rights
Unless otherwise indicated, the Platform is our proprietary property and all source code, databases, functionality, software, designs, texts and graphics on the Platform (collectively, the “Content”) and the trademarks, service marks, and logos contained therein (the “Marks”) are owned or controlled by us or licensed to us, and are protected by copyright and trademark laws and various other intellectual property rights and unfair competition laws of the United States, foreign jurisdictions, and international conventions.
The Content and the Marks are provided on the Platform “AS IS” for your information and personal use only. Except as expressly provided in these Terms and Conditions or in form of a written Agreement between you and us, no part of the Platform and no Content or Marks may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever, without our express prior written permission.
Provided that you are eligible to use the Platform, you are granted a limited license to access and use the Platform and to download or print a copy of any portion of the Content to which you have properly gained access solely for your personal, non-commercial use. which you have properly gained access solely for your personal or commercial use. We reserve all rights not expressly granted to you in and to the Platform, the Content and the Marks.
User Generated Content
The Platform may provide you with the opportunity to create, submit, post, display, transmit, perform, publish, distribute, or broadcast content and materials to us or on the Platform, including but not limited to text, writings, personal information or other material (collectively, “Content”).
Content may be viewable by other users of the Platform. As such, any Content you transmit may be treated as non-confidential and non-proprietary. When you create or make available any Content, you thereby represent and warrant that: a) the creation, distribution, transmission, display, or performance, and the accessing, downloading, or copying of your Content do not and will not infringe the proprietary rights, including but not limited to the copyright, patent, trademark, trade secret, or moral rights of any third party. b) you are the creator and owner of or have the necessary licenses, rights, consents, releases, and permissions to use and to authorize us, the Platform, and other users of the Platform to use your Content in any manner contemplated by the Platform and these Terms and Conditions. c) you have the written consent, release, and/or permission of each and every identifiable individual person in your Content to use the name or likeness of each and every such identifiable individual person to enable inclusion and use of your Content in any manner contemplated by the Platform and these Terms and Conditions.
Any use of the Platform in violation of the foregoing violates these Terms and Conditions and may result in, among other things, termination or suspension of your rights to use the Platform.
By posting your Content to any part of the Platform or making Content accessible to the Platform, you automatically grant, and you represent and warrant that you have the right to grant, to us an unrestricted, unlimited, irrevocable, perpetual, non-exclusive, transferable, royalty-free, fully-paid, worldwide right, and license to host, use, copy, reproduce, disclose, broadcast, retitle, archive, store, cache, reformat, transmit, excerpt (in whole or in part), and distribute such Content for any purpose, commercial or otherwise. The use and distribution may occur in any media formats and through any media channels.
This license will apply to any form, media, or technology now known or hereafter developed, and includes our use of your name, company name, and franchise name, as applicable, and any of the trademarks, service marks, trade names, logos, and personal and commercial images you provide. You waive all moral rights in your Content, and you warrant that moral rights have not otherwise been asserted in your Content.
We do not assert any ownership over your Content. You retain full ownership of all of your Content and any intellectual property rights or other proprietary rights associated with your Content. We are not liable for any statements or representations in your Content provided by you in any area on the Platform.
You are solely responsible for your Content to the Platform and you expressly agree to exonerate us from any and all responsibility and to refrain from any legal action against us regarding your Content.
We have the right, in our sole and absolute discretion, a) to edit, redact, or otherwise change any Content; b) to pre-screen or delete any Content at any time and for any reason, without notice. We have no obligation to monitor your Content.
We reserve the right, but not the obligation, to: a)monitor the Platform for violations of these Terms and Conditions; b) take appropriate legal action against anyone who, in our sole discretion, violates the law or these Terms and Conditions, including without limitation, reporting such user to law enforcement authorities; c) in our sole discretion and without limitation, refuse, restrict access to, limit the availability of, or disable (to the extent technologically feasible) any of your Content or any portion thereof; b) in our sole discretion and without limitation, notice, or liability, to remove from the Platform or otherwise disable all files and content that are excessive in size or are in any way burdensome to our systems; e) otherwise manage the Platform in a manner designed to protect our rights and property and to facilitate the proper functioning of the Platform.
Modifications And Interruptions
We reserve the right to change, modify, or remove the contents of the Platform at any time or for any reason at our sole discretion without notice. However, we have no obligation to update any information on our Platform. We also reserve the right to modify or discontinue all or part of the Platform without notice at any time.
We will not be liable to you or any third party for any modification, price change, suspension, or discontinuance of the Platform.
We cannot guarantee the Platform will be available at all times. We may experience hardware, software, or other problems or need to perform maintenance related to the Platform, resulting in interruptions, delays, or errors.
We reserve the right to change, revise, update, suspend, discontinue, or otherwise modify the Platform at any time or for any reason without notice to you. You agree that we have no liability whatsoever for any loss, damage, or inconvenience caused by your inability to access or use the Platform during any downtime or discontinuance of the Platform.
Nothing in these Terms and Conditions will be construed to obligate us to maintain and support the Platform or to supply any corrections, updates, or releases in connection therewith.
You acknowledge and agree that any questions, comments, suggestions, ideas, feedback, or other information regarding the Platform (“Submissions”) provided by you to us are non-confidential and shall become our sole property. We shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of these Submissions for any lawful purpose, commercial or otherwise, without acknowledgment or compensation to you.
You hereby waive all moral rights to any such Submissions, and you hereby warrant that any such Submissions are original with you or that you have the right to submit such Submissions. You agree there shall be no recourse against us for any alleged or actual infringement or misappropriation of any proprietary right in your Submissions.
Term And Termination
These Terms and Conditions shall remain in full force and effect while you use the Platform. WITHOUT LIMITING ANY OTHER PROVISION OF THESE TERMS AND CONDITIONS, WE RESERVE THE RIGHT TO, IN OUR SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY, DENY ACCESS TO AND USE OF THE Platform (INCLUDING BLOCKING CERTAIN IP ADDRESSES), TO ANY PERSON FOR ANY REASON OR FOR NO REASON, INCLUDING WITHOUT LIMITATION FOR BREACH OF ANY REPRESENTATION, WARRANTY, OR COVENANT CONTAINED IN THESE TERMS AND CONDITIONS OR OF ANY APPLICABLE LAW OR REGULATION. WE MAY TERMINATE YOUR USE OR PARTICIPATION IN THE Platform OR DELETE [YOUR ACCOUNT AND] ANY CONTENT OR INFORMATION THAT YOU POSTED AT ANY TIME, WITHOUT WARNING, IN OUR SOLE DISCRETION.
If we terminate or suspend your account for any reason, you are prohibited from registering and creating a new account under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party.
In addition to terminating or suspending your account, we reserve the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress.
To the extent the Service or any portion thereof is made available for any fee, you will be required to pay all fees forth in our Fee Schedule and provide us with information regarding your credit card or a bank account number. You represent and warrant that such information is true and that you are authorized to use the payment instrument. You agree to promptly update your account information with any changes that may occur.
Full payment for invoices issued must be received by us within thirty (30) days after we send you the invoice, or the Services may be terminated. Unpaid invoices are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection.
You shall be responsible for all taxes associated with Services other than U.S. taxes based on our net income. If you dispute any charges you must let us know within thirty (30) days after the date that we invoice you. We reserve the right to change our prices. If we do change prices, we will provide notice of the updated Fee in email to you, at least 30 days before the change is to take effect. At any time, we reserve the right to require a deposit for your Account to cover any fees, and we may increase or decrease the required deposit amount in its sole discretion.
Representations and Warranties
You represent and warrant that (i) you have full power and authority to enter into these Terms and Conditions; (ii) you own all of Your Content or have obtained all permissions, releases, rights or licenses required to engage in your posting and other activities (and allow us to perform our obligations) in connection with the Services without obtaining any further releases or consents; (iii) Your Content and other activities in connection with the Service, and our exercise of all rights and license granted by you herein, do not and will not violate, infringe, or misappropriate any third party’s copyright, trademark, right of privacy or publicity, or other personal or proprietary right, nor does Your Content contain any matter that is defamatory, obscene, unlawful, threatening, abusive, tortious, offensive or harassing;
THE PLATFORM IS PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS. YOU AGREE THAT YOUR USE OF THE PLATFORM AND OUR SERVICES WILL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE PLATFORM AND YOUR USE THEREOF, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE PLATFORM’S CONTENT OR THE CONTENT OF ANY WEBPLATFORMS LINKED TO THE PLATFORM AND WE WILL ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (1) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT AND MATERIALS, (2) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE PLATFORM, (3) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (4) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE PLATFORM, (5) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE PLATFORM BY ANY THIRD PARTY, AND/OR (6) ANY ERRORS OR OMISSIONS IN ANY CONTENT AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE PLATFORM. WE DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE PLATFORM, ANY HYPERLINKED WEBPLATFORM, OR ANY WEBPLATFORM OR MOBILE APPLICATION FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND WE WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND ANY THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.
AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.
Disclaimer Of Warranties
The Platform may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by us or by third-party providers, or because of other causes beyond our reasonable control. THE SERVICE, INCLUDING THE SITE AND CONTENT, AND ALL SERVER AND NETWORK COMPONENTS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND, AND PREPSHIPHUB EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. YOU ACKNOWLEDGE THAT PREPSHIPHUB DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE OR VIRUS-FREE, NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES, AND NO INFORMATION, ADVICE OR SERVICES OBTAINED BY YOU FROM PREPSHIPHUB OR THROUGH THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE THERMS AND CONDITIONS.
Limitation Of Liability
UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (WHETHER IN CONTRACT, TORT, OR OTHERWISE) SHALL PREPSHIPHUB BE LIABLE TO YOU OR ANY THIRD PARTY FOR (A) ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST SALES OR BUSINESS, LOST DATA, OR (B) FOR ANY DIRECT DAMAGES, COSTS, LOSSES OR LIABILITIES IN EXCESS OF THE FEES ACTUALLY PAID BY YOU IN THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO YOUR CLAIM OR, IF NO FEES APPLY, ONE HUNDRED ($100) U.S. DOLLARS. THE PROVISIONS OF THIS SECTION ALLOCATE THE RISKS UNDER THESE TERMS AND CONDITIONS BETWEEN THE PARTIES, AND THE PARTIES HAVE RELIED ON THESE LIMITATIONS IN DETERMINING WHETHER TO ENTER INTO THESE TERMS AND CONDITIONS.
PREPSHIPHUB`S LIABILITY REFERRED TO IN THIS SECTIONSHALL BE YOUR EXCLUSIVE REMEDY AGAINST PREPSHIPHUB FOR ANY CLAIM OR CAUSE OF ACTION WHATSOEVER RELATING TO LOSS, DAMAGE AND/OR DESTRUCTION OF PRODUCTS, UNLESS YOU PROVE BY AFFIRMATIVE EVIDENCE THAT PREPSHIPHUB CONVERTED THE PRODUCTS TO ITS OWN USE. YOU WAIVE ANY RIGHTS TO RELY UPON ANY PRESUMPTION OF CONVERSION IMPOSED BY LAW. IN THE EVENT OF LOSS, DAMAGE OR DESTRUCTION OF CONTENT FOR WHICH PREPSHIPHUB IS LEGALLY LIABLE, YOU AGREE THAT PREPSHIPHUB`S LIABILITY SHALL BE LIMITED TO $.01 PER KILOBIT FOR SUCH LOST, DAMAGED, AND/OR DESTROYED CONTENT. IN NO EVENT WILL PREPSHIPHUB BE LIABLE FOR ANY LOST SALES REVENUE FROM CONTENT LOSS. PREPSHIPHUB`S MAXIMUM LIABILITY FOR CONTENT LOSS WILL BE LIMITED TO 5% OF THE TOTAL CONTENT VALUE RATED AT $.01 PER KILOBIT OR ONE MONTH OF THE AVERAGE SERVICE FEE, WHICHEVER IS LOWER.
Some states do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, which means that some of the above limitations may not apply to you. IN THESE STATES, PREPSHIPHUB`S LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
You shall defend, indemnify, and hold harmless PrepShipHub from and against any claims, actions or demands, including without limitation reasonable legal and accounting fees, arising or resulting from your breach of these terms and conditions, any of Your Content, or your other access, contribution to, use or misuse of the Service. PrepShipHub shall provide notice to you of any such claim, suit or demand. PrepShipHub reserves the right to assume the exclusive defense and control of any matter which is subject to indemnification under this section. In such case, you agree to cooperate with any reasonable requests assisting PrepShipHub`s defense of such matter.
We will maintain certain data that you transmit to the Web Site for the purpose of managing the Web Site, as well as data relating to your use of the Web Site. Although we perform regular routine backups of data, you are solely responsible for all data that you transmit or that relates to any activity you have undertaken using the Web Site.
You agree that we shall have no liability to you for any loss or corruption of any such data, and you hereby waive any right of action against us arising from any such loss or corruption of such data.
The Receiving Party acknowledges that the Confidential Information is confidential to the Disclosing Party and is not in the public domain. The Receiving Party agrees to: a). protect the Confidential Information and not reveal or disclose it to any other Party; b). only use the Disclosing Party’s Confidential Information for the performance of its obligations and responsibilities under this Agreement; c). only disclose the Confidential Information to its personnel on a need-to-know basis; and d). obtain promises of confidentiality from those personnel who are granted access to the Confidential Information.
These confidentiality obligations will remain valid for a period of 5 (five) years after the expiry or termination of this Agreement. These obligations do not apply to any Confidential Information that: a). was lawfully in the public domain at the time of disclosure or lawfully becomes available to the general public afterwards; b). was lawfully known by the Receiving Party at the time it was received; c). was independently developed by the Receiving Party before the time it was received; d). was lawfully given to the Receiving Party by a Third Party; or e). was disclosed in order to comply with a court order or other legal duty, provided that the Receiving Party must only disclose the minimum Confidential Information: (i). required to comply with the court order or other legal duty; and (ii). after having provided as much notice to the other Party as is reasonably practical in the circumstances.
Each Party must use the same degree of care that it uses to protect its own Confidential Information of a similar nature and value, but in no event less than a reasonable standard of care. In the event of a breach by the Receiving Party of any confidentiality obligation, the Receiving Party acknowledges that damages may be inadequate compensation and, subject to the court’s discretion, the Disclosing Party may restrain, by an injunction or similar remedy, any conduct or threatened conduct which is or will constitute such a breach.
You agree that, if you have provided PrepShipHub with personal data relating to a third party (1) you have in place all necessary appropriate consents and notices to enable lawful transfer such personal data to PrepShipHub and (2) that you have brought to the attention of any such third party the Privacy Notice available on the PrepShipHub’s website or otherwise provided a copy of it to the third party. You agree to indemnify PrepShipHub in relation to all and any liabilities, penalties, fines, awards or costs arising from your non-compliance with these requirements.
Electronic Communications, Transactions, And Signatures
Visiting the Web Site, sending us emails, and completing online forms constitute electronic communications. You consent to receive electronic communications, and you agree that all agreements, notices, disclosures, and other communications we provide to you electronically, via email and on the Web Site, satisfy any legal requirement that such communication be in writing.
YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS, AND OTHER RECORDS, AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES, AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED BY US OR VIA THE WEB SITE.
You hereby waive any rights or requirements under any statutes, regulations, rules, ordinances, or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by any means other than electronic means.
California Users And Residents
If any complaint with us is not satisfactorily resolved, you can contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 North Market Blvd., Suite N 112, Sacramento, California 95834 or by telephone at (800) 952-5210 or (916) 445-1254.
These Terms and Conditions and any policies or operating rules posted by us on the Web Site constitute the entire agreement and understanding between you and us. Our failure to exercise or enforce any right or provision of these Terms and Conditions shall not operate as a waiver of such right or provision.
These Terms and Conditions operate to the fullest extent permissible by law. We may assign any or all of our rights and obligations to others at any time. We shall not be responsible or liable for any loss, damage, delay, or failure to act caused by any cause beyond our reasonable control.
If any provision or part of a provision of these Terms and Conditions is determined to be unlawful, void, or unenforceable, that provision or part of the provision is deemed severable from these Terms and Conditions and does not affect the validity and enforceability of any remaining provisions.
There is no joint venture, partnership, employment or agency relationship created between you and us as a result of these Terms and Conditions or use of the Web Site. You agree that these Terms and Conditions will not be construed against us by virtue of having drafted them.
You hereby waive any and all defenses you may have based on the electronic form of these Terms and Conditions and the lack of signing by the parties hereto to execute these Terms and Conditions.
These Terms and Conditions and your use of the Platform are governed by and construed in accordance with the laws of the State of Delaware applicable to agreements made and to be entirely performed within the State of Delaware, without regard to its conflict of law principles.
In order to resolve a complaint regarding the Web Site or to receive further information regarding use of the Web Site, please contact us at:
110 Brittany Way Bear, DE 19701, USA
+1 (302) 300-7466