Terms and Conditions

These Terms and Conditions ("Terms") govern your access to and use of expership.com, the ExperShip software platform, and our freight and logistics services (together, the "Services"). By creating an account, placing an order, tendering a shipment, or otherwise using the Services, you agree to these Terms on behalf of yourself and the organisation you represent. If you do not agree, do not use the Services.

The Services have two parts with different rules: Part A covers the software platform, and Part B covers our freight and logistics services. Part C applies to both. A separate order form, master services agreement, or rate quote may also apply, and where it conflicts with these Terms for the matter it covers, that document controls.

Definitions

"ExperShip", "we", "us" and "our" mean YouParcel Inc., 20 Farinella Dr, East Hanover, NJ 07936, United States. "Platform" means the ExperShip website, dashboard, and API. "Freight Services" means the coordination of transport, consolidation, customs clearance, warehousing, fulfilment, and delivery described in Part B. "You" or "Customer" means the account holder or the party requesting a shipment. "Your Content" means data and materials you provide. "Goods" means cargo shipped through the Freight Services. "Carrier" means an independent ocean line, airline, trucking company, or other transport provider.

Part A. The software platform

The platform and your account

• The Platform provides multi-carrier shipping software, including rates, labels, customs documents, tracking, and related tools. Access and pricing may be governed by a separate order form or agreement. We may add, change, or remove features over time.
• You must provide accurate information when you register and keep it up to date.
• You are responsible for keeping your credentials secure and for all activity under your account.
• You must be old enough to form a binding contract in your country to use the Services.
• Tell us promptly if you believe your account has been accessed without your permission.

Acceptable use

When using the Platform, you agree not to:

• Break the law or infringe the rights of others, including intellectual property rights.
• Create or transmit content that is illegal, fraudulent, deceptive, or harmful.
• Attempt to disrupt, overload, reverse engineer, decompile, or gain unauthorised access to the Services or their underlying systems.
• Use automated means to abuse the Services or the API beyond reasonable, published limits.
• Resell, sublicense, or redistribute the Services as your own.

API terms

• You may access the API only through the documented interfaces and must keep your API credentials secure.
• We may set and enforce rate limits, quotas, and other usage controls, and we may throttle or suspend access to protect the Services, in our reasonable discretion.
• We may change, deprecate, or discontinue API features. Where practical we will give reasonable notice of breaking changes.
• You must not reverse engineer the API, extract its underlying source or structure, or use it to build a substantially similar competing service.

Your content

You keep all rights to Your Content. You grant us a limited licence to host, store, process, and display Your Content solely to provide and improve the Services for you and as these Terms allow. You are responsible for Your Content and for having the rights to any text, images, logos, or data you include.

Our content

The Platform, including its software, design, branding, and documentation, belongs to ExperShip and is protected by intellectual property laws. These Terms do not give you any rights to our trademarks or branding. We may use aggregated and de-identified data derived from use of the Services to operate and improve them.

Third-party services

The Platform connects to third-party carriers and services, such as USPS, UPS, FedEx, DHL, and other providers. Your use of a third-party service is subject to that provider's own terms, and its acts, omissions, rates, and liability limits are its own. We make no warranty about, and are not responsible for, third-party services.

Fees and payment (platform)

Platform fees, if any, are set out in your plan or order form. Postage, carrier charges, and any surcharges, adjustments, or reweigh corrections a carrier imposes are your responsibility, and you authorise us to charge them. Except where the law or a separate agreement says otherwise, subscription fees are non-refundable once the billing period has started.

Part B. Freight and logistics services

Our role as an intermediary

ExperShip is a technology and logistics intermediary. We arrange and coordinate transport, customs clearance, warehousing, and delivery that are performed by independent, licensed third-party carriers, brokers, and warehouses. We are not a carrier, freight forwarder, NVOCC, customs broker, or IATA agent, we do not take custody of Goods as a carrier, and we do not assume the carrier's responsibility for the Goods. Each service is provided under the contract and terms of the third party that performs it.

Carriage is performed by third parties

The transport of Goods is performed by third-party carriers under their own bills of lading, tariffs, and terms, which govern the carriage and bind you directly. Those documents set the carrier's responsibilities and limits of liability for the Goods, which may be limited by law, including, for US ocean carriage, US $500 per package or customary freight unit under the US Carriage of Goods by Sea Act unless a higher value is declared to the carrier and paid for. We are not a party to your contract of carriage and are not responsible for a carrier's acts, omissions, delays, loss, or damage.

Quotes, charges, and payment

• Quotes are estimates, valid for the stated period, and are subject to space and equipment availability and to change for factors outside our control, such as carrier rate changes, currency movements, and surcharges.
• Charges may be re-rated on the actual weight and dimensions of a shipment, including chargeable or volumetric weight. You pay the corrected charges.
• Charges may include freight, fuel and emergency surcharges, general rate increases, peak-season and congestion charges, customs and handling fees, and demurrage, detention, and storage passed through from third parties.
• Unless we agree credit terms in writing, charges are payable in advance. Late amounts may bear interest, and you may not withhold or set off charges. You bear bank and currency-conversion fees.

Your obligations and warranties

You warrant, for each shipment, that:

• The descriptions, values, weights, measurements, classifications, and other particulars you give us are complete and accurate.
• The Goods are properly packed, marked, and labelled to withstand ordinary handling in international transport.
• You are authorised to ship the Goods, you own or are entitled to deal with them, and you accept these Terms on behalf of the owner and all interested parties.
• You will grant any authorisation reasonably required for customs clearance and provide documents on time.

Customs, duties, and taxes

You are the importer or exporter of record unless agreed otherwise in writing. You are responsible for the accuracy of all customs data and for all duties, taxes, fees, fines, and penalties assessed on a shipment, and you must reimburse any amounts advanced to authorities on your behalf. Customs clearance is performed by independent, licensed customs brokers under an authorisation you grant to them.

Export controls and sanctions

You warrant that each shipment complies with all applicable export-control and sanctions laws, that no party to the shipment is a restricted, denied, or sanctioned party, and that no prohibited or embargoed destination or end use is involved. We and our partners may screen parties and may refuse, hold, delay, or report any shipment to comply with the law. Where an export declaration is required, such as US Electronic Export Information in the Automated Export System, you are responsible for accurate and timely filing.

Prohibited and dangerous goods

You must not ship prohibited or restricted goods, and you must not ship dangerous or hazardous goods without prior written approval and full, accurate declaration under the applicable rules, including the IMDG Code for ocean transport and the rules governing lithium batteries. If you ship undeclared or misdeclared dangerous goods, or goods that are prohibited, illegal, or restricted, the Goods may be refused, held, returned, disposed of, or, where necessary for safety or compliance, destroyed without liability to you and at your cost, and you indemnify us for any resulting loss, fines, or damage.

Our liability for the Freight Services

• Because carriage and clearance are performed by third parties, responsibility for loss of or damage to Goods lies with the carrier or provider that holds the Goods, under its own terms and applicable law. We are not responsible for their acts or omissions.
• Where we are found liable for our own error in coordinating a shipment, our liability for that shipment is limited to the fees you paid us for it, unless a higher amount is required by mandatory law.
• We do not guarantee that Goods will arrive at any particular time, and we are not liable for loss or damage caused by delay.
• We are not liable for any indirect, incidental, special, or consequential loss, or for loss of profit, revenue, business, or data, arising from the Freight Services.

Cargo insurance

We are not an insurer and are under no obligation to insure the Goods. Unless you request cargo insurance in writing and we confirm it and you pay for it, the Goods travel at your risk and are not insured by us. Any liability limits of a carrier are not insurance. We strongly recommend that you obtain all-risk cargo insurance covering the full value of your Goods.

Warehousing and storage

Where Goods are stored, storage is provided by us or by a third-party warehouse under the applicable warehouse receipt or storage agreement and under law, including UCC Article 7 in the United States. Liability for stored Goods is limited to a failure to exercise the care a reasonably careful person would use, and is not that of an insurer, and may be further limited by the warehouse receipt. After any free-time period, storage, handling, demurrage, and detention charges accrue and are payable by you.

Right to retain goods for unpaid charges

We and our providers may retain, and have a continuing security interest in, all Goods and documents in our or their possession or control for all sums you owe, whether or not related to the specific Goods held. If those sums remain unpaid, the Goods may, after reasonable notice, be sold at public or private sale and the proceeds applied to what you owe. You remain liable for any shortfall and for the costs of storage and sale.

Delivery, FBA, and distribution

Where a shipment is delivered to a marketplace, fulfilment centre, retailer, or your customer, you are responsible for meeting that destination's requirements, including Amazon FBA labelling, packaging, and appointment rules. We are not liable for a shipment that is delayed, refused, returned, or charged fees by a destination because it did not meet that destination's requirements.

Force majeure and rerouting

We are not liable for any delay, loss, or failure to perform caused by events beyond our reasonable control, including acts of God, weather, war, hostilities, civil unrest, embargoes, sanctions, strikes and labour disputes, port or terminal congestion, carrier or equipment failure, customs or government action or holds, pandemic, and route disruptions such as diversions around affected sea lanes. In such events shipments may be rerouted or carried by alternative means, and any extra costs may be passed through.

Part C. Terms that apply to everything

Availability and changes

We work to keep the Services available and reliable, but except where a separate agreement states otherwise, we provide them on an "as is" and "as available" basis. We may modify, suspend, or discontinue all or part of the Services, and we may set or change usage limits.

Disclaimer of warranties

To the fullest extent permitted by law, and except as set out in a separate written agreement or required by mandatory law, the Services are provided without warranties of any kind, whether express or implied, including merchantability, fitness for a particular purpose, non-infringement, and that the Services or any data, rate, or result will be uninterrupted, error-free, or accurate. You are responsible for verifying that any output is correct before you rely on it.

Limitation of liability

To the fullest extent permitted by law, ExperShip will not be liable for any indirect, incidental, special, or consequential damages, or for any loss of data, profits, or business, arising from your use of or inability to use the Services. Our total liability for any claim is limited to the greater of the amount you paid us in the twelve months before the claim or US $100, unless a separate agreement states otherwise. The liability provisions in Part B govern the Freight Services and control over this paragraph for those services. Nothing in these Terms limits liability that cannot be limited by law.

Indemnification

You will defend, indemnify, and hold harmless ExperShip and its officers, employees, and agents from any claim, liability, loss, fine, penalty, duty, tax, or expense, including reasonable legal fees, arising from or related to your use of the Services, Your Content, your shipments, your breach of these Terms, your violation of a carrier's rules or of any law, including customs, export-control, sanctions, and trade rules, and any inaccurate, incomplete, or unlawful information or Goods you provide or ship.

Termination

You may stop using the Services and close your account at any time. We may suspend or terminate your access if you breach these Terms, fail to pay, or use the Services in a way that could harm other users, us, or third parties. Provisions that by their nature should survive, including on charges, retained goods, liability, indemnity, and dispute resolution, survive termination.

Governing law and dispute resolution

These Terms are governed by the laws of the State of New Jersey and applicable US federal law, without regard to conflict-of-laws rules, and any arbitration or permitted court proceeding will take place in New Jersey. Except where prohibited by mandatory law, you and ExperShip agree to resolve disputes through binding individual arbitration, and you and ExperShip waive the right to a jury trial and to participate in a class or representative action. Either party may still seek injunctive relief in court to protect its intellectual property or confidential information.

General

If any provision is unenforceable, the rest remains in effect. Our failure to enforce a provision is not a waiver. You may not assign these Terms without our consent; we may assign them to an affiliate or successor. These Terms, together with any order form, quote, and the documents they reference, are the entire agreement between you and ExperShip about the Services. We may update these Terms from time to time; when we make material changes we will update the date at the top of this page, and your continued use of the Services after a change means you accept the updated Terms.

Contact us

For questions about these Terms, email info@expership.com. For freight and shipment matters, contact freight@expership.com. General enquiries: info@expership.com.