Terms and Conditions

AdShip.com, LLC’s Terms of Use

AdShip.com, LLC, ("AdShip"), provides customers with an array of advertising and shipping options based on its advertising subsidized multi carrier shipping platform, (collectively, the "Services," “Programs” or the “AdShip services”).

The use of this site is governed by the Terms & Conditions set forth below (the “Terms”, “Terms of Service” or “Terms of Use.”) Please read them carefully. Your use of this site indicates Your acceptance of these terms and conditions. AdShip reserves the right to make modifications, alterations or updates to this site and these Terms & Conditions at any time and without notice to users. You accept the affirmative obligation to periodically review whether or not these Terms & Conditions have changed, and Your continued use of this site shall be deemed an acceptance and agreement to be bound by such modifications, alterations or updates.

You (referred to herein as "You" "Your(s)" or "User" agree that Your use of such Services is at Your own risk. The Content (as defined below), and AdShip’s proprietary software, may be used in providing the Services, and are subject to the following reservations of intellectual property rights by AdShip or its suppliers.

Shipping Services

AdShip is not a common carrier, a freight forwarder or other form of shipping company. AdShip has developed and operates a shipping platform that enables shippers to aggregate certain shipping related functions in one convenient location. At no time is AdShip ever in control or possession of your packages and as such: the Terms of Carriage, Terms Of Service and Privacy Policies and Service Guides of FedEx, UPS, DHL and the USPS, which are incorporated by reference herein and can be found at each company’s respective website, govern the relationship by and between you as a shipper, recipient and/or third party payer.

By using the AdShip service You agree to comply with the terms of carriage, the terms of service, service guides and the related claim procedures, Limitations and Disclaimers as published and subject to unilateral change, without notice by the various shipping carriers and more specifically the carrier you selected when generating a shipping label and request within the AdShip system.

Export

You assume all responsibility for compliance with all laws and regulations of the United States and any other country from which You may access AdShip.com regarding access, use, export, re-export and import of any Content appearing on or available through AdShip.com.

You acknowledge and agree that you will not export or import any Content to any country to which export or import is restricted under United States law, that You are not a national of any such country, you are not a Denied Party listed on the U.S. Denied Persons List, you are not a Special Designated National on the U.S. Treasury Department's list of Specially Designated Nationals, and that the Content will not be used in the design, development or production of nuclear, chemical or biological weapons.

Trademarks

All service marks, trademarks, trade name, trade dress and other indicia of source used herein and otherwise by AdShip (collectively called the "Marks") are proprietary to AdShip or other respective owners that have granted AdShip the right and license to use such Marks. Users do not receive any trademark rights or any other rights in or to the Marks. Users do not receive any trademark rights in or to the Content.

AdShip is a proprietary mark of AdShip.com, LLC. All other trademarks/trade names are the property of their respective owners and are used by permission.

Copyright

All content included on this site, including without limitation, text, graphics, logos, trademarks, trade names, button icons, images, pre-designed templates, sounds, software, processing and other functionality, and all other material placed by AdShip (collectively called the "Content"), and the collection, arrangement and assembly of the Content, is the property of or licensed by AdShip or its suppliers and service providers and is protected by U.S. and international copyright laws. The Content on all pages of the AdShip website is provided solely for the use of AdShip’s customers to interact with AdShip and may not be used by You, or any other person or entity, or for any other purpose. Users do not receive any copyright in or to the Content itself. No interest in the Content, whether in whole or in part, may be sold, assigned, encumbered, licensed or otherwise transferred by You or any third parties. Neither Your use of the Content nor the creation of products or materials using such Content create joint authorship, joint ownership or "works made for hire" with AdShip in or regarding such Content.

When using any Services provided via the AdShip website, You may elect to upload or otherwise submit materials to the site (collectively, "Materials"). AdShip does not supervise the uploading of any User-provided Materials to this site, although it reserves the right to do so. You agree, represent and warrant that in using the Services, You will not upload, submit or otherwise transmit to AdShip:

(1)Materials that are unlawful, threatening, abusive, defamatory, obscene or which invade another person's privacy or further the commission or concealment of a crime;

(2)Materials that are not lawfully Yours to transmit;

(3)Materials that are the subject of, or which infringe upon, any patent, trademark, trade name, trade secret, copyright, right of publicity, moral right or other intellectual property right of another person or entity;

(4)Materials containing software viruses or other harmful computer code; or

(5)Materials that in any way interfere with or disrupt the Services or any servers or networks connected to or used with the Services (any of the foregoing, "Unauthorized Materials").

AdShip takes no ownership in any Materials uploaded to the AdShip website, except AdShip retains its rights in and to the Content that is present on the site or that may be created and/or supplied by or for AdShip.

You also warrant and confirm that You own the copyright or have permission to copy any documents or Materials You submit online for printing or processing, and agree to defend, indemnify and hold AdShip, its parent and its parent's subsidiary companies and their respective officers, directors, agents and employees, harmless from any suit, demand, or claim arising out of any breach of this warranty and agree to pay any judgment or reasonable settlement offer resulting from any such suit, demand or claim, and to pay any attorney=s fees incurred by AdShip in defending against such suit, demand or claim.

Termination

The Terms will continue to apply until terminated by either you or AdShip as set out below.

If you want to terminate your legal agreement with AdShip, you may do so by (a) notifying AdShip at any time and (b) closing your accounts for all of the services which you use, where AdShip has made this option available to you. Your notice should be sent, in writing, to AdShip’s address which is set out at the beginning of these Terms.

AdShip may at any time, terminate its legal agreement with you if:

(A) you have breached any provision of the Terms (or have acted in manner which clearly shows that you do not intend to, or are unable to comply with the provisions of the Terms); or

(B) AdShip is required to do so by law (for example, where the provision of the Services to you is, or becomes, unlawful); or

(C) the partner with whom AdShip offered the AdShip services to you has terminated its relationship with AdShip or ceased to offer the Services to you; or

(D) AdShip is transitioning to no longer providing the Services to users in the country in which you are resident or from which you use the service; or

(E) the provision of the AdShip services to you by AdShip is, in AdShip=s opinion, no longer commercially viable.

Nothing in this Section shall affect AdShip=s rights regarding provision of Services under this Terms of Use Agreement.

When these Terms come to an end, all of the legal rights, obligations and liabilities that you and AdShip have benefitted from, have been subject to (or which have accrued over time whilst the Terms have been in force) or which are expressed to continue indefinitely, shall be unaffected by this cessation, and the provisions of the paragraph regarding Agoverning law@ (infra) shall continue to apply to such rights, obligations and liabilities indefinitely.

Links

This site may contain links to sites that are owned, operated and maintained by third parties, which are provided as a convenience to You. These linked sites are not under the control of AdShip and AdShip is not responsible for the accuracy of the content on such sites, or the privacy practices of such sites, AdShip does not monitor nor review the content of such sites, and You expressly understand that your access by link to such sites is at Your own risk and You acknowledge and agree that AdShip is not liable for any loss or damage which may be incurred by you as a result of the availability of those linked/external sites or resources, or as a result of any reliance placed by you on the completeness, accuracy or existence of any advertising, products or other materials on, or available from, such web sites or resources.

Registration on AdShip.com, LLC

You may choose to register on AdShip.com to access certain features or update Your account information. By registering on AdShip.com, You agree to provide accurate and current information about Yourself as prompted by the AdShip.com Login Registration pages and maintain and promptly update Your online profile information to keep it accurate and current.

When You register using AdShip.com Login Registration, You will select a user ID and password. You are responsible for maintaining the confidentiality of the password and user ID, and You are responsible for all activities that occur under Your password and user ID. You agree to (a) immediately notify AdShip of any unauthorized use of Your user ID and password, and (b) ensure that You exit from Your AdShip.com session at the end of each visit.

Privacy Policy

AdShip acknowledges that You may provide personal data or other information to its site via the Internet. Although AdShip will take all reasonable steps to safeguard Your personal data or other information, no system is 100% safe. Despite the use of secure server software and other precautions, such information is subject to interception or alteration by third parties. AdShip does not guarantee absolute confidentiality or security. In addition, AdShip may disclose part or all of Your personal data, User-provided Materials and printed products as required by law, rule, regulation or court order. The AdShip Security & Privacy Policy governs the handling of such information.

Information Rights.

AdShip may retain and use, subject to the terms of the AdShip Privacy Policy (located at “http://www.AdShip.com/privacy.html”, or such other URL as AdShip may provide from time to time), all information You provide, including but not limited to Your advertising demographics and Your contact and billing information. You agree that AdShip may transfer and disclose to third parties personally identifiable information about You for the purpose of approving and enabling Your participation in the Program, including to third parties that reside in jurisdictions with less restrictive data laws than Your own. AdShip may also provide information in response to valid legal process, such as subpoenas, search warrants and court orders, or to establish or exercise its legal rights or defend against legal claims. AdShip disclaims all responsibility, and will not be liable to You for any disclosure of that information by any such third party. AdShip may share non-personally-identifiable information about You, including Your URLs, Your specific statistics and similar information collected by AdShip, with advertisers, business partners, sponsors, and other third parties.

Ownership

AdShip.com and its Content are protected by United States and international copyrights, trademarks and other laws. All rights reserved. Specifically, AdShip does not convey to anyone, through allowing access to FedEx.com, UPS.com or USPS.com any ownership rights in AdShip.com or in any Content appearing on or made available through AdShip.com. You may not copy, modify, translate, transmit, distribute, adapt, reproduce, decompile, reverse engineer or disassemble any part of AdShip.com or its Content.

Representations and Warranties.

You represent and warrant that (a) all of the information provided by You to AdShip to enroll in the Program is correct and current; (b) You are the owner or are legally authorized to act on behalf of the owner of such trademark, copyright or other intellectual proerty(ies) for the purposes of this Agreement and the Program; (c) You have all necessary right, power, and authority to enter into this Agreement and to perform the acts required of You hereunder; and (d) You have complied and will continue to comply with all applicable laws, statutes, ordinances, and regulations (including without limitation the CAN-SPAM Act of 2003 and any relevant data protection or privacy laws) in Your performance of any acts hereunder. In addition, to the extent that Your Site is a media player (1) You represent and warrant that You have a valid license to use and distribute such media player (including all content therein, including without limitation any Ads or Ad Units) for the purposes of this Agreement and the Program; and (2) You shall ensure that any media player(s) that constitute the Site shall comply with the terms and conditions set forth herein. You further represent and warrant that each Property and any material displayed therein: (i) comply with all applicable laws, statutes, ordinances, and regulations; (ii) do not breach and have not breached any duty toward or rights of any person or entity including, without limitation, rights of intellectual property, publicity or privacy, or rights or duties under consumer protection, product liability, tort, or contract theories; and (iii) are not pornographic, hate-related or otherwise violent in content.

1.0 EXCLUSION OF WARRANTIES

1.1 NOTHING IN THESE TERMS SHALL EXCLUDE OR LIMIT ADSHIP’S WARRANTY OR LIABILITY FOR LOSSES WHICH MAY NOT BE LAWFULLY EXCLUDED OR LIMITED BY APPLICABLE LAW. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR CONDITIONS OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR LOSS OR DAMAGE CAUSED BY NEGLIGENCE, BREACH OF CONTRACT OR BREACH OF IMPLIED TERMS, OR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, ONLY THE LIMITATIONS WHICH ARE LAWFUL IN YOUR JURISDICTION WILL APPLY TO YOU AND OUR LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

1.2 YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK AND THAT THE SERVICES ARE PROVIDED AS IS AND AS AVAILABLE.

1.3 IN PARTICULAR, ADSHIP, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS DO NOT REPRESENT OR WARRANT TO YOU THAT: (A) YOUR USE OF THE SERVICES WILL MEET YOUR REQUIREMENTS, (B) YOUR USE OF THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR, C) ANY INFORMATION OBTAINED BY YOU AS A RESULT OF YOUR USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE, AND (D) THAT DEFECTS IN THE OPERATION OR FUNCTIONALITY OF ANY SOFTWARE PROVIDED TO YOU AS PART OF THE SERVICES WILL BE CORRECTED.

1.4 ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU ARE AND WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR OTHER DEVICE AND/OR FOR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.

1.5 NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM ADSHIP OR THROUGH OR FROM THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS.

1.6 ADSHIP EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

2.0 LIMITATION OF LIABILITY

2.1 SUBJECT TO THE OVERALL PROVISION IN PARAGRAPH 14.1 ABOVE, YOU EXPRESSLY UNDERSTAND AND AGREE THAT ADSHIP, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS SHALL NOT BE LIABLE TO YOU FOR:

(A) ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL CONSEQUENTIAL OR EXEMPLARY DAMAGES WHICH MAY BE INCURRED BY YOU, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY. THIS SHALL INCLUDE, BUT NOT BE LIMITED TO, ANY LOSS OF PROFIT (WHETHER INCURRED DIRECTLY OR INDIRECTLY), ANY LOSS OF GOODWILL OR BUSINESS REPUTATION, ANY LOSS OF DATA SUFFERED, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR OTHER INTANGIBLE LOSS;

(B) ANY LOSS OR DAMAGE WHICH MAY BE INCURRED BY YOU, INCLUDING BUT NOT LIMITED TO LOSS OR DAMAGE AS A RESULT OF:

ANY RELIANCE PLACED BY YOU ON THE COMPLETENESS, ACCURACY OR EXISTENCE OF ANY ADVERTISING, OR AS A RESULT OF ANY RELATIONSHIP OR TRANSACTION BETWEEN YOU AND ANY ADVERTISER OR SPONSOR WHOSE ADVERTISING APPEARS ON THE SERVICES; ANY CHANGES WHICH ADSHIP MAY MAKE TO THE SERVICES, OR FOR ANY PERMANENT OR TEMPORARY CESSATION IN THE PROVISION OF THE SERVICES (OR ANY FEATURES WITHIN THE SERVICES); (III) THE DELETION OF, CORRUPTION OF, OR FAILURE TO STORE, ANY CONTENT AND OTHER COMMUNICATIONS DATA MAINTAINED OR TRANSMITTED BY OR THROUGH YOUR USE OF THE SERVICES; (III) YOUR FAILURE TO PROVIDE ADSHIP WITH ACCURATE ACCOUNT INFORMATION; (IV) YOUR FAILURE TO KEEP YOUR PASSWORD OR ACCOUNT DETAILS SECURE AND CONFIDENTIAL;

2.2 THE LIMITATIONS ON ADSHIP’S LIABILITY TO YOU IN PARAGRAPH 2.1 ABOVE SHALL APPLY WHETHER OR NOT ADSHIP HAS BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING.

Limitations of Liability; Force Majeure.

EXCEPT FOR ANY INDEMNIFICATION AND CONFIDENTIALITY OBLIGATIONS HEREUNDER OR YOUR BREACH OF ANY INTELLECTUAL PROPERTY RIGHTS AND/OR PROPRIETARY INTERESTS RELATING TO THE PROGRAM, (I) IN NO EVENT SHALL EITHER PARTY BE LIABLE UNDER THIS AGREEMENT FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY, OR PUNITIVE DAMAGES WHETHER IN CONTRACT, TORT OR ANY OTHER LEGAL THEORY, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND (ii) ADSHIP'S AGGREGATE LIABILITY TO PUBLISHER UNDER THIS AGREEMENT FOR ANY CLAIM IS LIMITED TO THE NET AMOUNT PAID BY ADVERTISER TO ADSHIP OR THE NET AMOUNT PAID BY ADSHIP TO SHIPPER DURING THE THREE MONTH PERIOD IMMEDIATELY PRECEDING THE DATE OF THE CLAIM.

Each party acknowledges that the other party has entered into this Agreement relying on the limitations of liability stated herein and that those limitations are an essential basis of the bargain between the parties. Without limiting the foregoing and except for payment obligations, neither party shall have any liability for any failure or delay resulting from any condition beyond the reasonable control of such party, including but not limited to governmental action or acts of terrorism, earthquake or other acts of God, labor conditions, and power failures.

Indemnification

You agree to indemnify, defend and hold AdShip, its agents, affiliates, subsidiaries, directors, officers, employees, and applicable third parties (e.g. relevant advertisers, syndication partners, licensors, licensees, consultants and contractors) (collectively "Indemnified Person(s)") harmless from and against any and all third party claims, liability, loss, and expense (including damage awards, settlement amounts, and reasonable legal fees), brought against any Indemnified Person(s), arising out of, related to or which may arise from Your use of the AdShip services, and/or Your breach of any term of this Agreement.

No Other Relationship

The use of this site creates no relationship, contractual or otherwise, between You and any other entity, supplier or service provider, other than AdShip LLC.

Confidentiality

You agree not to disclose AdShip Confidential Information without AdShip's prior written consent. "AdShip Confidential Information" includes without limitation: (a) all AdShip software, technology, programming, specifications, materials, guidelines and documentation relating to the Program; (b) statistics relating to Your advertisements performance in the Program provided to You by AdShip; and 8) any other information designated in writing by AdShip as "Confidential" or an equivalent designation. However, You may accurately disclose the amount of AdShip=s gross payments to You pursuant to the Program. AdShip Confidential Information does not include information that has become publicly known through no breach by You or AdShip, or information that has been (I) independently developed without access to AdShip Confidential Information, as evidenced in writing; (ii) rightfully received by You from a third party; or (iii) required to be disclosed by law or by a governmental authority.

No Warranty

ADSHIP MAKES NO WARRANTY, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WITH RESPECT TO ADVERTISING, LINKS AND OTHER SERVICES, AND EXPRESSLY DISCLAIMS THE WARRANTIES OR CONDITIONS OF NONINFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR ANY PARTICULAR PURPOSE. TO THE EXTENT ADS AND LINKS ARE DISPLAYED IN CONNECTION WITH NON-ADSHIP CONTENT, ADSHIP SHALL NOT HAVE ANY LIABILITY IN CONNECTION WITH THE DISPLAY OF SUCH ADS, LINKS, AND SEARCH RESULTS.

No Guarantee

AdShip makes no guarantee regarding the level of impressions of Ads or clicks on any Ad or the inclusion of inserted print ads, the timing of delivery of such impressions and/or clicks, or the amount of any payment to be made to You under this Agreement. In addition, for the avoidance of doubt, AdShip does not guarantee the Program will be operable at all times or during any down time (I) caused by outages to any public Internet backbones, networks or servers, (ii) caused by any failures of Your equipment, systems or local access services, (iii) for previously scheduled maintenance or (iv) relating to events beyond AdShip=s (or its wholly owned subsidiaries=) control such as strikes, riots, insurrection, fires, floods, explosions, war, governmental action, labor conditions, earthquakes, natural disasters, or interruptions in Internet services to an area where AdShip (or its wholly owned subsidiaries=) or Your servers are located or co-located.

Order Acceptance

The completion and submission of a shipping label does not constitute the acceptance of a shipment . AdShip reserves the right, without prior notification, to refuse service to any customer. Verification of information may be required prior to the acceptance of any order. No obligation to provide services exists between Your and AdShip until AdShip exercises the authorization to charge Your credit card, and the charge is validated and accepted by Your credit card company.

AdShip Rights

You acknowledge that AdShip owns all right, title and interest, including without limitation all Intellectual Property Rights (as defined below), in and to the Program (including AdShip's ad serving technology, and Brand Features, including implied licenses, and excluding items licensed by AdShip from third parties and excluding any third party media player that may comprise the Property), and that You will not acquire any right, title, or interest in or to the Program except as expressly set forth in this Agreement. You will not modify, adapt, translate, prepare derivative works from, decompile, reverse engineer, disassemble or otherwise attempt to derive source code from any AdShip services, software, or documentation, or create or attempt to create a substitute or similar service or product through use of or access to the Program or proprietary information related thereto. You will not remove, obscure, or alter AdShip's copyright notice, Brand Features, or other proprietary rights notices affixed to or contained within any AdShip services, software, or documentation (including without limitation the display of AdShip=s Brand Features with Ads, and/or Links as applicable). "Intellectual Property Rights" means any and all rights existing from time to time under patent law, copyright law, semiconductor chip protection law, moral rights law, trade secret law, trademark law, unfair competition law, publicity rights law, privacy rights law, and any and all other proprietary rights, as well as, any and all applications, renewals, extensions, restorations and re-instatements thereof, now or hereafter in force and effect worldwide.

Publicity

You agree that AdShip may use Your name and logo in presentations, marketing materials, customer lists, financial reports and Web site listings of customers. If You wish to use AdShip's trade names, trademarks, service marks, logos, domain names, and other distinctive brand features ("Brand Features"), You may do so, so long as such use is in compliance with this Agreement and in compliance with AdShip's then current Brand Feature use guidelines, and any content contained or referenced therein, which guidelines may be found at the designated URL AdShip may provide from time to time.

Provision of Services

AdShip has subsidiaries and affiliated legal entities around the world (ASubsidiaries and Affiliates@). Sometimes, these companies will be providing the Services to you on behalf of AdShip itself. You acknowledge and agree that Subsidiaries and Affiliates will be entitled to provide the Services to you.

AdShip is constantly innovating in order to provide the best possible experience for its users. You acknowledge and agree that the form and nature of the Services which AdShip provides may change from time to time without prior notice to you.

As part of this continuing innovation, you acknowledge and agree that AdShip may stop (permanently or temporarily) providing the Services (or any features within the Services) to you or to users generally at AdShip=s sole discretion, without prior notice to you. You may stop using the Services at any time. You do not need to specifically inform AdShip when you stop using the Services, unless you are otherwise contractually required or obligated to do so.

You acknowledge and agree that if AdShip disables access to your account, you may be prevented from accessing the Services, your account details or any files or other content which is contained in your account.

License from AdShip

AdShip gives you a personal, worldwide, royalty-free, non-assignable and non-exclusive license to use the software provided to you by AdShip as part of the services as provided to you by AdShip (referred to as the ASoftware@ below). This license is for the sole purpose of enabling you to use and enjoy the benefit of the services as provided by AdShip, in the manner permitted by these Terms.

You may not (and you may not permit anyone else to) copy, modify, create a derivative work of, reverse engineer, decompile or otherwise attempt to extract the source code of the Software or any part thereof, unless this is expressly permitted or required by law, or unless you have been specifically told that you may do so by an authorized representative of AdShip, in writing.

Unless AdShip has given you specific written permission to do so, you may not assign (or grant a sub-license of) your rights to use the Software, grant a security interest in or over your rights to use the Software, or otherwise transfer any part of your rights to use the Software.

Content license from you

You retain copyright and any other rights you already hold in Content which you submit, post or display on or through, the Services. By submitting, posting or displaying the content you give AdShip a perpetual, irrevocable, worldwide, royalty-free, and non-exclusive license to reproduce, adapt, modify, translate, publish, publicly perform, publicly display and distribute any Content which you submit, post or display on or through, the AdShip services. This license is for the sole purpose of enabling AdShip to display, distribute and promote the AdShip service and may be revoked by You by terminating your use of the AdShip services and by providing written notice to AdShip.

You understand that AdShip, in performing the required technical steps to provide its services to its users, may (a) transmit or distribute your Content over various public networks and in various media; and (b) make such changes to your Content as are necessary to conform and adapt that Content to the technical requirements of connecting networks, devices, services or media. You agree that this license shall permit AdShip to take these actions.

You confirm and warrant to AdShip that you have all the rights, power and authority necessary to grant the above license.

Advertiser Policies

The AdShip Service provides advertisers the opportunity to deliver advertisements in connection with shipping labels and/or invoices and/or an insert generated through the AdShip System; Advertisers may generate their advertisements within the AdShip System or may upload their advertisement to the AdShip System. AdShip’s Advertiser Policies, which can be found at www.AdShip.com/advertiserpolicies.htm set forth those additional terms of service applicable to advertisers who use the AdShip Services.

Copyright and trade mark policies

It is AdShip’s policy to respond to notices of alleged copyright infringement that comply with applicable international intellectual property law (including, in the United States, the Digital Millennium Copyright Act) and to terminate the accounts of repeat infringers.

AdShip will establish and operate a trade mark complaints procedure in respect of AdShip=s advertising business, details of which will be available upon request.

Payment

You shall receive a payment, credit or discount related to the number of valid Ads, the number of valid impressions of Ads displayed in connection with the delivery of our shipments and those emails associated with your shipments

Payments to You shall be sent by AdShip within approximately thirty (30) days after the end of each calendar month that you are serving Ads with Your shipments, if Your earned balance is $50 or more and if the Agreement is terminated, AdShip shall pay Your earned balance to You within approximately ninety (90) days after the end of the calendar month in which the Agreement is terminated by You (following AdShip's receipt of Your written request, including by email, to terminate the Agreement) or by AdShip. In no event, however, shall AdShip make payments for any earned balance less than $10.

Notwithstanding the foregoing, AdShip shall not be liable for any payment based on: (a) any amounts which result from Ads not actually included either on an insert basis in the subject package for which a shipping label and advertisement has been created through the AdShip website, or for Ads for which an invalid or improper email address was entered into the AdShip system which is not the primary email address of the intended recipient of the subject package, or should the shipper misrepresent the audience, for Ad selection purposes, to whom the subject package is destined or as a result of any breach of this Agreement by You for any applicable pay period. AdShip reserves the right to withhold payment or charge back Your account due to any of the foregoing or any breach of this Agreement by You, pending AdShip's reasonable investigation of any of the foregoing or any breach of this Agreement by You, or in the event that an advertiser whose Ads are displayed in connection with Your shipping package(s) defaults on payment for such Ads to AdShip. In addition, if You are past due on any payment to AdShip, AdShip reserves the right to withhold payment until all outstanding payments have been made or to offset amounts owed to You in connection with the AdShip service by amounts owed by You to AdShip. To ensure proper payment, You are solely responsible for providing and maintaining accurate address and other contact information as well as payment information associated with Your account. For U.S. taxpayers, this information includes without limitation a valid U.S. tax identification number and a fully-completed IRS Form W-9. For non-U.S. taxpayers, this information includes without limitation either a signed certification that the taxpayer does not have U.S. Activities or a fully-completed IRS Form W-8 or other form, which may require a valid U.S. tax identification number, as required by the U.S. tax authorities. Any bank fees related to returned or cancelled checks due to a contact or payment information error or omission may be deducted from the newly issued payment. You agree to pay all applicable taxes or charges imposed by any government entity in connection with Your participation in the AdShip Service. AdShip may change its pricing and/or payment structure at any time. If You dispute any payment made under the Program, You must notify AdShip in writing within thirty (30) days of any such payment. Failure to so notify AdShip shall result in the waiver by You of any claim relating to any such disputed payment. Payment shall be calculated solely based on records maintained by AdShip. No other measurements or statistics of any kind shall be accepted by AdShip or have any effect under this Agreement. The payments made under this Agreement are for use by You only and may not be transferred or in any manner passed on to any third party unless expressly authorized in writing by AdShip (including by electronic mail). From time to time AdShip may be holding funds, payments and other amounts due to You in connection with the AdShip service. You acknowledge and agree that AdShip may, without further notice to You, contribute to a charitable organization selected by AdShip all funds, payments and other amounts related to the AdShip service that are held by AdShip and that are due to you (if any), but which AdShip is unable to pay or deliver to You because Your account is Inactive. AInactive@ means that, based on AdShip=s records: (a) for a period of two (2) years or more You have not logged into your account or accepted funds, payments or other amounts that AdShip has attempted to pay or deliver to You, and (b) AdShip has been unable to reach You, or has not received adequate payment instructions from You, after contacting You at the address shown in AdShip=s records.

Because this site is viewable internationally, not all products and services mentioned will be available in Your country. If Your have any questions about international service, email AdShip's Customer Relations at:support@AdShip.com.

Claims

When the shipping company to whom you are submitting a claim for a lost, damaged, late, missing shipment requires that a claim be originated by AdShip, AdShip will use commercially reasonable efforts to assist you in the filing of said claim. However, you acknowledge and agree that any such claim must be submitted in the complete form and substance prescribed by the actual service provider/shipping company. Please review the claims process and policies of the service provider that you selected when you generated your shipping label with the AdShip system.

Claims must be submitted to AdShip in the complete form and substance as required by the shipping service provider within 7 days of your shipment to provide us with ample time to submit the claim to the respective carrier on your behalf.

(1) FedEx Claims Procedure and Documentation:
http://www.fedex.com/us/demo/claimsonline/start.html

(2) UPS Claims Procedures and Documentation:
http://www.ups.com/media/en/terms_service_12312007.pdf

(3) USPS Claims Procedures and Documentation:
http://www.usps.com/insuranceclaims/online/welcome.html

ADSHIP DOES NOT SELL INSURANCE OF ANY KIND, AND DOES NOT INSURE THE CONTENTS OF ANY PACKAGE.

Packages sent by generating shipping labels through the AdShip Service are not insured by AdShip. Moreover, each shipping provider, eg. Fedex, UPS, USPS and DHL, limits the amount you may claim, for lost, stolen, missing and or damaged products. Each company=s service guides govern the procedure to file claims and the monetary limits and exclusions associated with your claims.

Software updates

The AdShip website and online shipping platform, in addition to the AdShip software which you use, may, from time to time, automatically download and install updates from AdShip. These updates are designed to improve, enhance and further develop the Services and may take the form of bug fixes, enhanced functions, new software modules and completely new versions. You agree to receive such updates (and permit AdShip to deliver these to you) as part of your use of the AdShip services.

Submissions to AdShip

AdShip does not accept ideas, concepts, or techniques for new services or products through AdShip.com. If such information is received, it will not be considered confidential and AdShip will be deemed free to use, communicate and exploit such information in any manner it chooses, without any compensation to you.

The Terms, and your relationship with AdShip under the Terms, shall be governed by the laws of the State of Florida without regard to its conflict of laws provisions. You and AdShip agree to submit to the exclusive jurisdiction of the courts of Miami-Dade County, Florida, or to the dispute resolution procedures of the American Arbitration Association (within Miami-Dade County, Florida) to resolve any legal matter arising from the Terms. Notwithstanding this, you agree that AdShip shall still be allowed to apply for injunctive relief and remedies (or an equivalent type of urgent legal relief) in any jurisdiction.

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof.

Any modifications to this Agreement must be made in a writing executed by both parties, by Your online acceptance of updated terms, or after Your continued participation in the Program after such terms have been updated by AdShip.

The failure to require performance of any provision shall not affect a party's right to require performance at any time thereafter, nor shall a waiver of any breach or default of this Agreement constitute a waiver of any subsequent breach or default or a waiver of the provision itself.

If any provision herein is held unenforceable, then such provision will be modified to reflect the parties' intention, and the remaining provisions of this Agreement will remain in full force and effect.

You may not resell, assign, or transfer any of Your rights hereunder. Any such attempt may result in termination of this Agreement, without liability to AdShip. Notwithstanding the foregoing, AdShip may assign this Agreement to any affiliate at any time without notice.

The relationship between AdShip and You is not one of a legal partnership relationship, but is one of independent contractors.

Advertiser Policies

Please review all the policies described in these pages and make sure that your ads and your account comply with them.

The ultimate goal of the AdShip program is your success, and we believe that providing a great user experience is the first step towards your success.

Our advertising policies will help you meet this goal and ensure the effectiveness of your advertising.

As an overarching rule, all AdShip advertising should follow the same fundamental principles. Ads should:

(1) Clearly and accurately represent your business and/or product offering.
(2) Emphasize the unique benefits of your product or service.


Our policies will help you achieve these goals and ensure the effectiveness of your AdShip advertisement.

We reserve the right to disapprove any ad for any reason and to modify or amend our policies at any time. Format requirements are subject to change.

(1) Text ads
(2) Editorial & Format
(3) Accurate Ad Text
(4)Accurately representing your product or service


Your ads and keywords must directly relate to your specific product or service. When users see your ad, they should be able to understand what kind of product, service, or other content you are marketing. Products or services promoted in your ad must relate to actual products or services offered by you; ads can be disapproved if a promoted product is not offered or available for sale as promised.

As a basic rule, use clear, descriptive, and specific ad content that highlights the differentiating characteristics of your product/service. You can distinguish your ad by including your company name, line of business, or by highlighting one specific product. If you offer a local service or product, you might want to indicate your location in your ad.

Example: If your food services business operates only in New York, you might include 'New York' in your ad text, mention your company's particular specialty (such as 'all organic'), and link to a webpage which your business maintains.

Character Limits

Stay within the ad character limits.

Your intended headline, text, and URL must fit within the limits below and not be cut off.

Please keep these ad text limits in mind when planning your ads:

Ad titles are limited to 84 characters.

For an ad built using AdShip’s ad creation tool:

The Headline is limited to 84 characters. The headline, ad content and display URL must together fit within the defined display area of the ad creation tool, which will fit within the top 2/3 of an 8 1/2 A by 11@ sheet of paper.

For an ad created offline and uploaded into the ad creation tool:

The file must be in the format of .jpg or .gif, and the image size must be exactly 600 pixels (600px) by 600 pixels (600px).

Languages using double-byte characters (such as Chinese, Japanese, Korean, Hebrew, Arabic, Greek and Russian) are not currently supported and cannot be used.

Note that if you run out of characters, the display URL field cannot be used as another line of ad text. Similarly, the ad text must fit completely within the character limit and cannot lead into the display URL with phrases such as ASee this site:@

Support competitive claims.

Competitive claims are statements implying that your product/service is better than a competitor's. If your ad text contains competitive language regarding other companies, specific support for this claim must be displayed on the web page to which you are seeking to drive traffic.

You can offer support for your claim in a variety of ways such as a chart or table that compares the features and/or prices of your product versus your competitor's product or a competitive analysis discussing why your product is superior.

For example, ad text that states 'Better than AdShip' would be considered a competitive claim and would require support on the website. If the landing page includes a competitive analysis of the advertised service versus AdShip, this claim would be acceptable and the ad could be approved.

Use correct grammar and spelling.

Adhere to our trademark policies.

AdShip recognizes the importance of trademarks. As a courtesy to trademark owners, we will create trademark complaint procedures with respect to use of trademarked terms in AdShip campaigns.

Trademarks are territorial and apply only to certain goods or services of the trademark owner. Therefore, different parties can own the same mark in different countries or different industries. Accordingly, in processing complaints, AdShip will ask the trademark owner for information regarding where the mark is valid and for what goods or services.

Trademark Complaints As a provider of space for advertisements, AdShip is not in a position to arbitrate trademark disputes between advertisers and trademark owners. Accordingly, AdShip encourages trademark owners to resolve their disputes directly with the advertiser, particularly because the advertiser may also be using your trademark on similar ads in other programs.

If an advertiser has been restricted from using a trademark and disagrees with the owner's assertion of exclusive rights or believes he has a right to use the mark, we encourage the advertiser to contact the trademark owner directly and request permission to use the trademark.

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