1.2. CheeShip may change this TOS, the Policies and Fee Schedule from time to time. If we change this TOS or the Fee Schedule we will provide thirty (30) days prior notice either by emailing the email address associated with your account or by posting a notice on the Site. You can review the most current version of this TOS at any time at https://cheeship.com/terms-of-service/, the Policies are posted at https://cheeship.com/privacy/ and the Fee Schedule is available at https://cheeship.com/fees. The TOS and Fee Schedule, as applicable, will become effective thirty (30) days after we post or send you notice of such changes, and if you use the Service after that date, your use will constitute acceptance of the revised terms and conditions. If any change to the TOS, Policies or Fee Schedule is not acceptable to you, your only remedy is stop using the Services and send a cancellation email to email@example.com.
1.3. In order to access certain features of our Service you will be required to register with the Site. As part of the registration process, you will provide an email address and password for your account (“Account”).
3.1. Subject to the terms and conditions of this TOS, you may access and use the Service only for lawful purposes. All rights, title and interest in and to the Service and its components will remain with and belong exclusively to CheeShip. You shall not (a) sublicense, resell, rent, lease, transfer, assign, time share or otherwise commercially exploit or make the Service available to any third party; (b) use the Service 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 Service or its components, or (c) modify, adapt or hack the Service to, or otherwise attempt to gain unauthorized access to the Service or its related systems or networks. You shall comply with any codes of conduct, policies or other notices CheeShip provides you or publishes in connection with the Service, and you shall promptly notify CheeShip if you learn of a security breach related to the Service. You agree not to access the Service by any means other than through the interface that is provided by CheeShip for use in accessing the Service. Any rights not expressly granted herein are reserved and no license or right to use any trademark of CheeShip or any third party is granted to you in connection with the Service.
3.2. You are solely responsible for all data, information, text, content and other materials that you upload, post, deliver, provide or otherwise transmit or store (hereafter “post(ing)”) in connection with or relating to the Service (“Your Content”). For every email sent outside of your organization via the Services, you acknowledge and agree that CheeShip shall have the right to automatically add an identifying footer in accordance with our standard policies then in effect. You agree to cooperate with and provide reasonable assistance to CheeShip in promoting and advertising the Services.
3.3. You are responsible for maintaining the confidentiality of your login, password and account and for all activities that occur under your login or account. CheeShip reserves the right to access your account in order to respond to your requests for technical support. By posting Your Content on or through the Service, you hereby do and shall grant CheeShip a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, fully paid, sublicensable and transferable license to use, modify, reproduce, distribute, display, publish and perform Your Content in connection with the Service. CheeShip has the right, but not the obligation, to monitor the Service, Content, or Your Content. You further agree that CheeShip 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. To the extent you provide any suggestions, enhancement requests, feedback, recommendations or other input relating to the Service (“Feedback”), you hereby grant CheeShip the full, unencumbered right to use, incorporate and otherwise fully exercise and exploit any such Feedback in connection with its products and services.
3.4. Notwithstanding anything to the contrary, CheeShip shall have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies (including, without limitation, information concerning Your Content and data derived therefrom), and CheeShip will be free (during and after the term hereof) to (i) use such information and data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other CheeShip offerings, and (ii) disclose such data solely in aggregate or other de-identified form in connection with its business.
3.5. You understand that the operation of the Service, 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 and (c) transmission to CheeShip’s third party vendors and hosting partners to provide the necessary delivery, storage, fulfillment, hardware, software, networking, and related technology required to operate and maintain the Service. Accordingly, you acknowledge that you bear sole responsibility for adequate security, protection and backup of Your Content. CheeShip 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.
3.6. You shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, server, software, operating system, networking, web servers, long distance and local telephone service (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 CheeShip’s 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.
3.7. The failure of CheeShip to exercise or enforce any right or provision of this TOS shall not be a waiver of that right. You acknowledge that this TOS is a contract between you and CheeShip, even though it is electronic and is not physically signed by you and CheeShip, and it governs your use of the Service.
3.8. CheeShip reserves the right to use your name and/or company name as a reference for marketing or promotional purposes on CheeShip’s website and in other communication with existing or potential CheeShip customers. To decline CheeShip this right you need to email firstname.lastname@example.org stating that you do not wish to be used as a reference.
3.9. Subject to the terms hereof, CheeShip may (but has no obligation to) provide technical support services, through email in accordance with our standard practice.
4.1. To the extent the Service or any portion thereof is made available for any fee, you will be required to pay all fees and any additional shipping expenses set forth in our Fee Schedule and provide CheeShip information regarding your credit card or a bank account number (for bank to bank transfer with ACH). You represent and warrant to CheeShip that such information is true and that you are authorized to use the payment instrument. You will promptly update your account information with any changes (for example, a change in your billing address or credit card expiration date) that may occur. Approximately every two weeks, CheeShip will post an invoice of the fees and charges to your account and/or otherwise make it available to you. You can elect to pay with a credit card or through ACH. Credit card or ACH declines may incur additional charges and/or lead to suspension or termination of Service. Full payment for invoices issued must be received by CheeShip thirty (30) days after CheeShip’s posting of 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 CheeShip’s net income. If you dispute any charges you must let CheeShip know within thirty (30) days after the date that CheeShip invoices you. We reserve the right to change CheeShip’s prices. If CheeShip does change prices, CheeShip will provide notice of the updated Fee Schedule on the Site or in email to you, at CheeShip’s option, at least 30 days before the change is to take effect. At any time, CheeShip reserves the right to require a deposit for your Account to cover any fees, shipping expenses or other costs, and CheeShip may increase or decrease the required deposit amount in its sole discretion.
8.1. The Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by CheeShip 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 CHEESHIP 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 CHEESHIP 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 CHEESHIP OR THROUGH THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS TOS.
8.2. CheeShip is not the importer of record for Products stored at or by CheeShip. CheeShip shall not be held liable for complying with your instructions regarding the Service. You acknowledge that CheeShip does not inspect Products nor does CheeShip take responsibility for the business decisions that you make and implement through the Service. For purposes of clarity, CheeShip is not the Merchant of Record for any Products. CheeShip is not responsible for Products that are damaged during the pick and pack process or for breakage of items during transit that have been picked and packed by CheeShip.
9.1. UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (WHETHER IN CONTRACT, TORT, OR OTHERWISE) SHALL CHEESHIP 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 THIS TOS BETWEEN THE PARTIES, AND THE PARTIES HAVE RELIED ON THESE LIMITATIONS IN DETERMINING WHETHER TO ENTER INTO THIS TOS.
9.2. CHEESHIP’S LIABILITY REFERRED TO IN THIS SECTION 9.2 SHALL BE YOUR EXCLUSIVE REMEDY AGAINST CHEESHIP FOR ANY CLAIM OR CAUSE OF ACTION WHATSOEVER RELATING TO LOSS, DAMAGE AND/OR DESTRUCTION OF PRODUCTS, UNLESS YOU PROVE BY AFFIRMATIVE EVIDENCE THAT CHEESHIP 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 PRODUCTS (“INVENTORY LOSS”) FOR WHICH CHEESHIP IS LEGALLY LIABLE, YOU AGREE THAT CHEESHIP’S LIABILITY SHALL BE LIMITED TO $.50 PER POUND FOR SUCH LOST, DAMAGED, AND/OR DESTROYED PRODUCTS. IN NO EVENT WILL CHEESHIP BE LIABLE FOR ANY LOST SALES REVENUE FROM INVENTORY LOSS. CHEESHIP’S MAXIMUM LIABILITY FOR INVENTORY LOSS WILL BE LIMITED TO 5% OF THE TOTAL PRODUCT VALUE (AS DEFINED BELOW) OR ONE MONTH OF THE AVERAGE BILLABLE STORAGE, WHICHEVER IS LOWER.
9.3. Handling physical products could result in loss or damage of Products. We maintain high standards, however occasionally facilities experience concealed shortages, product damages, mislabeled, miss-picked Products and/or cross-shipments. CheeShip maintains merchant friendly receiving and product labeling requirements. You agree that CheeShip will have a 3.5% shrink allowance based on the value of your account’s Products known to be in the facility based on the total Product value as determined in CheeShip’s sole reasonable discretion measured on an annual basis (“Product Value”) and subject to Limitations of Liability in this Section 9. Explainable, offsetting Product adjustments based on miss-marked Products or receiving Product errors will not be deemed a Product shrinkage event or lost Products.
9.4. 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, CHEESHIP’S LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
Attention: Copyright Agent
516 Sosebee Farm Rd #90
Grayson, GA 30017
Notice: To be effective, the notification must be in writing and contain the following information:
Counter-Notice: If you believe that the relevant content that was removed (or to which access was disabled) is not infringing, or that you have the authorization from the copyright owner, the copyright owner’s agent, or pursuant to the law, to post and use such content, you may send a written counter-notice containing the following information to the Copyright Agent:
If a counter-notice is received by the Copyright Agent, CheeShip will send a copy of the counter-notice to the original complaining party informing that person that it may replace the removed content or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the provider of the content, the removed content may be replaced, or access to it restored, in 10 to 14 business days or more after receipt of the counter-notice, at CheeShip’s sole discretion.
Repeat Infringer Policy: In accordance with the DMCA and other applicable law, CheeShip has adopted a policy of terminating, in appropriate circumstances and at CheeShip’s sole discretion, those who are deemed to be repeat infringers. CheeShip may also at its sole discretion limit access to the Site and/or terminate the accounts of any users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.