PeriShip Global LLC Terms of Use

THE FOLLOWING TERMS AND CONDITIONS (‘TERMS OF USE”) GOVERN YOUR USE OF PERISHIP.COM AND PERIPHARMA.COM (COLLECTIVELY, THE “SITE”). YOUR VIEWING OR USE OF THIS SITE WILL CONSTITUTE YOUR AGREEMENT, ON BEHALF OF YOURSELF AND THE ENTITY YOU REPRESENT (HEREINAFTER COLLECTIVELY “YOU”, “YOUR” OR “YOURSELF”), TO ALL OF THE TERMS AND CONDITIONS PROVIDED BELOW. IF YOU DO NOT AGREE TO THESE TERMS OF USE, YOU MUST NOT ACCESS OR USE THE INFORMATION, SOFTWARE AND SERVICES LOCATED AT THE SITE.

PERISHIP GLOBAL LLC (“PERISHIP”) MAY MAKE FUTURE CHANGES OR MODIFICATIONS TO SUCH TERMS AND CONDITIONS AT ANY TIME WITHOUT NOTICE AND YOUR SUBSEQUENT VIEWING OR USE OF THE SITE WILL CONSTITUTE YOUR AGREEMENT TO THESE CHANGES AND MODIFICATIONS. IT IS YOUR RESPONSIBILITY TO CHECK THE SITE PERIODICALLY FOR CHANGES. THERE MAY BE ADDITIONAL TERMS AND CONDITIONS PROVIDED THROUGHOUT THE SITE GOVERNING YOUR USE OF PARTICULAR FUNCTIONS, FEATURES, INFORMATION AND APPLICATIONS AVAILABLE THROUGH THE SITE.

Section 1. Definitions.

Affiliate: means, with respect to any party, an entity that is directly or indirectly, controlled by or is under common control with such party, where “control” means an ownership, voting, or similar interest representing fifty percent (50%) or more of the total interests then outstanding of the relevant entity.

Content: information, graphics, products, features, functionality, services, and links on the Site, including PeriShip Client at PeriShip.com, Report Manager, and PeriShip Billing Online. Content shall also include PeriShip’s Courtesy Analytical Data Offering.

PeriShip: PeriShip Global LLC, its parent company and Affiliates

You, Your or Yourself: Yourself and the entity that you represent

Section 2. Use of the Site.

By agreeing to these Terms of Use, You represent that you are at least the age of majority in Your state or province of residence. You acknowledge and agree that PeriShip may access, preserve and disclose Your personal information if required to do so by law or a good faith belief that such access, preservation or disclosure is reasonably necessary to (a) comply with legal process; (b) enforce these Terms of Use; (c) respond to Your requests for customer service; or (d) protect the rights, property or personal safety of PeriShip, its users and the public.

You agree to not use the Site (a) to attempt to gain unauthorized access to the Site or computer systems and networks connected to the Site; (b) in any way that is unlawful, harmful, threatening to another person or entity, abusive, defamatory, vulgar, obscene, tortuous, indecent, libelous, invasive of another’s privacy, or otherwise objectionable; (c) in a way that infringes any patent, trademark, trade secret, copyright, or other proprietary rights of any party; or (d) to intentionally or unintentionally violate any applicable local, state, national or international law.

The Site is provided solely for the use of current and potential PeriShip customers to interact with PeriShip and may not be used by any other person or entity, or for any other purpose. Specifically, all shipping, tracking, rating, receiving of PeriShip invoices and remitting payment using electronic funds transfer (“EFT”), identifying and preparing international documents, estimating duties and taxes, and other information and services may only be used by current and potential PeriShip customers for their own shipments. Use of the Site to provide information to or prepare shipments by or for the benefit of third party shippers is expressly prohibited.

The use of automated dial-in or inquiry devices to obtain information through the Site is strictly prohibited.

PeriShip does not accept ideas, concepts, or techniques for new services or products through the Site. If such information is received, it will not be considered confidential and PeriShip will be deemed free to use, communicate and exploit such information in any manner it chooses.

Section 3. Login Registration.

You may choose to register on the Site (“Site Login”) to access the Site’s interactive features.. Site Login provides you with access to PeriShip Client at client.periship.com, www.periship.com, sales.periship.com, reports.periship.com, billing.periship, mobile.periship.com and other online services. The availability of these services varies by country. In the future, PeriShip may add other features that may be accessed through Site Login. In such event, previously registered users will not be required to re-register.

By registering on the Site, You agree to provide accurate and current information about Yourself as prompted by the Site Login Registration pages and to maintain and promptly update Your online profile information to keep it accurate and current.

Some PeriShip services are being made available to customers based in some countries and not others. You agree to register only for services offered on the PeriShip website for the country in which Your PeriShip account is based. For example, if Your PeriShip account is based in Canada, You will register for services offered on PeriShip.com/ca and not for services offered on PeriShip.com/us.

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

You acknowledge and agree that it may be necessary from time to time for PeriShip to confirm the validity of the credit card information You provided to open Your PeriShip account. When this occurs, PeriShip may request a temporary authorization hold for a nominal amount on your card. This authorization hold does not result in actual charges to Your card. These authorizations will automatically expire based on guidelines established by Your card issuer.

Section 4. Changes to the Site.

The Site and its Content, may be changed, deleted or updated at any time without notice.

Section 5. Termination of Use.

PeriShip may discontinue, suspend or modify the Site at any time without notice, and PeriShip may block, terminate or suspend Your and any user’s access to the Site at any time for any reason in its sole discretion, even if access continues to be allowed to others.

Section 6. Ownership.

The Site and its Content are protected by United States and international copyright, patent, trademark and other proprietary rights. © 2002-2022 PeriShip. All rights reserved. Specifically, PeriShip does not convey to anyone, through allowing access to the Site, any ownership rights in the Site or in any Content appearing on or made available through the Site. You may not copy, modify, translate, transmit, distribute, publish, redistribute, adapt, reproduce, decompile, reverse engineer or disassemble any part of the Site or its Content. You will not remove, alter, or obscure any copyright, trademark, and other proprietary notices displayed in conjunction with such Content. PeriShip has applied for and/or obtained patents protecting certain aspects of the data. You are not entitled to any rights under such patents, which rights can only be granted pursuant to a separate written patent license agreement. PeriShip reserves any rights not expressly granted by these Terms of Use or any applicable license agreements.

Section 7. Disclaimer of Warranty.

YOU EXPRESSLY UNDERSTAND AND AGREE THAT THE SITE AND ITS CONTENT ARE PROVIDED “AS IS” AND “AS AVAILABLE”. PERISHIP AND ITS LICENSORS DISCLAIM ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, REGARDING ANY SUCH CONTENT AND YOUR ABILITY OR INABILITY TO USE THE SITE AND ITS CONTENT.

PERISHIP EXPRESSLY DISCLAIMS AND EXCLUDES ALL WARRANTIES REGARDING THE SITE AND THE FUNCTIONING OF THE INTERNET WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. PERISHIP DOES NOT WARRANT THAT THE SITE AND ITS CONTENT WILL MEET ALL OF YOUR REQUIREMENTS OR THAT ITS OPERATIONS WILL BE UNINTERRUPTED OR ERROR FREE, OR THAT ANY DEFECT WILL BE CORRECTED. FURTHERMORE, PERISHIP DOES NOT WARRANT NOR MAKE ANY REPRESENTATION REGARDING THE RESULTS OF YOUR USE OF THE SITE IN TERMS OF CAPABILITY, CORRECTNESS, ACCURACY, RELIABILITY OR OTHERWISE. NO ORAL OR WRITTEN INFORMATION, REPRESENTATION OR ADVICE GIVEN BY PERISHIP OR AN AUTHORIZED REPRESENTATIVE OF PERISHIP SHALL CREATE A WARRANTY.

Section 8. Limitation of Liability.

USE OF THE SITE AND ITS CONTENT IS AT YOUR SOLE RISK. PERISHIP WILL IN NO EVENT BE LIABLE TO YOU OR ANY PERSON OR ENTITY CLAIMING THROUGH YOU FOR ANY INJURY, LOSS, OR CLAIM OR ANY DIRECT, INDIRECT, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, SPECIAL OR OTHER DAMAGES OF ANY KIND UNDER ANY THEORY OF LAW FOR ANY ERRORS IN OR THE USE OF OR INABILITY TO USE THE SITE AND ITS CONTENT INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, LOST REVENUE, LOST BUSINESS, LOSS OF DATA, DAMAGE TO ANY COMPUTER SYSTEMS, REPLACEMENT COSTS, OR ANY SIMILAR DAMAGES, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, ARISING FROM YOUR ACCESSING THIS SITE, OR USE OF ANY OF THE SITE OR ITS CONTENT, OR FOR ANY OTHER CLAIM RELATED IN ANY WAY TO YOUR USE OF THE SITE AND ITS CONTENT, INCLUDING, BUT NOT LIMITED TO, ANY ERRORS OR OMISSIONS IN ANY CONTENT, OR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF THE SITE OR ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SITE, EVEN IF ADVISED OF THEIR POSSIBILITY. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES OR JURISDICTIONS, PERISHIP’S LIABILITY SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

Section 9. Indemnity.

YOU AGREE TO INDEMNIFY, DEFEND AND HOLD HARMLESS PERISHIP AND ITS DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, CONTRACTORS, SUBCONTRACTORS, SUPPLIERS, SERVICE PROVIDERS, LICENSORS, SUCCESSORS AND ASSIGNS (“INDEMNIFIED PARTIES”), HARMLESS FROM OR IN ANY WAY RELATED TO (A) YOUR USE OF THE SITE AND ITS CONTENT OTHER THAN AS EXPRESSLY AUTHORIZED IN THESE TERMS OF USE; (B) ANY BREACH OF THESE TERMS OF USE OR THE DOCUMENTS THEY INCORPORATE BY REFERENCE, BY YOU, INCLUDING ANY USE OF CONTENT OTHER THAN AS EXPRESSLY AUTHORIZED IN THESE TERMS OF USE; AND/OR (C) YOUR VIOLATION OF ANY LAW OR THE RIGHTS OF ANY THIRD PARTY. YOU AGREE THAT THE INDEMNIFIED PARTIES WILL HAVE NO LIABILITY IN CONNECTION WITH ANY SUCH BREACH OR UNAUTHORIZED USE, AND YOU AGREE TO INDEMNIFY ANY AND ALL RESULTING LOSS, LIABILITIES, DAMAGES, JUDGMENTS, AWARDS, COSTS, EXPENSES, FINES, PENALTIES, AND ATTORNEYS’ FEES OF THE INDEMNIFIED PARTIES IN CONNECTION THEREWITH.

Section 10. PeriShip Service Guide.

The terms and conditions for using PeriShip delivery and related services are contained in the most current version of the PeriShip Client Manual, which is available by request. The most current version of the PeriShip Client Manual will control in the event of any conflict between any PeriShip delivery or related service information on the Site and the delivery or related service information contained in the most current version of the PeriShip Service Guide.

Section 11. Links to other web sites.

From time to time, the Site may contain links or other references to third party website, which are not controlled by PeriShip, its suppliers, licensors or agents. By providing links to other websites, PeriShip does not guarantee, approve or endorse the information or products available at these websites. PeriShip is not responsible for the actions, content, accuracy, opinions expressed, privacy policies, products or services provided through these links or made available through these resources, nor for any damages or losses, directly or indirectly, caused or alleged to have been caused as a result of Your use or reliance on such third party website. If You decide to access other third party websites, you do so at Your own risk and all rules, policies (including privacy policies) and operating procedures of such website will apply to You while on such website.

ection 12. Content Usage.

Events Beyond PeriShip’s Control and Uncertainty of Transportation Operation

PeriShip’s ability to deliver Content may be delayed, impaired, or interrupted by various events beyond PeriShip’s control, this including, without limitation, malfunctions in data transmission, communications or equipment; failure by your Internet service provider or other third parties to transmit information; or war, riot, acts of terrorism, severe traffic accidents, severe weather, or national disasters. The Content provided on the Site may change very rapidly. Factors such as the speed of transmission and loading of such information on your computer equipment, the frequency with which you refresh the information, and other factors outside PeriShip’s control, may delay the availability of such information. Transportation, traffic and weather information and their related predictions are by their nature of indeterminate reliability. Persons engaging in activities that could give rise to injury, death, or loss of property or profits as a result of adverse conditions do so at their own risk. You should seek additional sources, reports, bulletins, and advisories in planning any critical activities.

Although PeriShip attempts to ensure the integrity and accuracy of the Content on the Site, it makes no guarantees whatsoever as to the correctness or accuracy of the same. It is possible that the Content could include technical or typographical errors, inaccuracies or other errors, and that unauthorized additions, deletions, and alterations could be made to the Content by its third parties data providers. The Content may be changed or updated without notice.

Section 13. Privacy Policy.

The PeriShip Privacy Policy governs the use of information acquired from You through the Site.

Section 14. 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 the Site regarding access, use, export, re-export and import of any Content appearing on or available through the Site.

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.

Section 15. Termination.

PeriShip reserves the right to monitor use of the Site to ensure compliance with these Terms of Use, as well as the right to edit, refuse to post, or remove information or materials, in whole or in part, at PeriShip’s sole discretion. PeriShip reserves the right to temporarily or indefinitely suspend Your access to and use of the Site without prior notice. You acknowledge and agree that all of the legal rights, obligations, and liabilities that You and PeriShip have benefited from, been subject to (or which have accrued over time while these Terms of Use have been in force), or which are expressed to continue indefinitely, shall be unaffected by this cessation, and the provisions of these Terms of Use that by their nature would survive its termination shall survive indefinitely.

Section 16. Courtesy Rate Quote

The courtesy rate reflected by the Courtesy Rate Quote on PeriShip Client Manager, if shown, may be different than the actual charges for Your shipment. Differences may occur based on actual weight, dimensions, and other factors. Consult the applicable PeriShip Client Manual or the PeriShip Rate Sheets for details on how shipping charges are calculated.

Section 17. General Provisions

Waiver. No waiver of a breach of any term of these Terms of Use will be effective unless in writing and duly executed by the waiving party. No such waiver will constitute a waiver of any subsequent breach of the same or any other term of the Terms of Use. No failure on the part of a party to exercise, and no delay in exercising, any of its rights hereunder will operate as a waiver thereof, nor will any single or partial exercise by a party of any right preclude any other or future exercise thereof or the exercise of any other right. No course of dealing between the parties will be deemed effective to modify, amend or discharge any part of these Terms of Use or the rights or obligations of any party hereunder.

Entire Agreement; Headings. These Terms of Use contain the entire understanding of the parties with respect to the transactions contemplated and supersede any prior agreements or understandings among the parties with respect to the subject matter hereof. These Terms of Use may only be amended by a written document signed by all parties. There are no representations, warranties, or obligations of any party not expressly contained herein. Any ambiguities in the interpretation of these Terms of Use shall not be construed against the drafting party.The headings used in these Terms of Use are included for convenience only and will not limit or otherwise affect these Terms of Use.

Assignment. You may not assign your rights under these Terms of Use, but we may assign our rights in these Terms of Use without restriction.

No Third Party Beneficiaries. Except as otherwise expressly provided in the Terms of Use, there shall be no third-party beneficiaries to the Terms of Use.

Governing Law and Dispute Resolution. These Terms of Use will be governed by and interpreted in accordance with the laws of the State of New York, excluding its conflicts of law principles. In the event that any legal proceedings are commenced with respect to any matter arising under these Terms of Use, the parties specifically consent and agree that the courts of the State of New York and/or the Federal Courts located in the State of New York will have exclusive jurisdiction over each of the parties and over the subject matter of any such proceedings, and that the venue of any such action will be in Monroe County, New York and/or the U.S. District Court for the Western District of New York. Additionally, the party that loses any such proceeding will pay all costs and expenses incurred by the other party(ies) in connection therewith, including all attorneys’ and other professional fees and expenses.

No Joint Venture. You agree that no joint venture, partnership, employment, or agency relationship exists between You and PeriShip as a result of this Terms of Use or use of the Site and its Content.

Partial Invalidity. If any provision of the Terms of Use is held invalid or unenforceable by competent authority, that provision will be construed so as to be limited or reduced to be enforceable to the maximum extent compatible with the law as it shall then appear. The total invalidity or unenforceability of any particular provision of the Terms of Use will not affect its other provisions and the Terms of Use will be construed in all respects as if the invalid or unenforceable provision were omitted.