Terms of Service

[SHIP-OS LEGAL ENTITY NAME] — Effective Date: [DATE]

These Terms of Service ("Terms") govern your access to and use of the SHIP-OS platform at app.shipos.us, including the web application, desktop application, and mobile applications (the "Service"). SHIP-OS is a business-to-business service provided to warehouse and fulfillment businesses ("Operators", "you"). Please read these Terms carefully; they include an arbitration agreement and a waiver of class actions that affect your legal rights.

1. Acceptance and Eligibility

1.1 By creating an account, accessing, or using the Service, you agree to these Terms and to our Privacy Policy, which is incorporated by reference.

1.2 You must be at least 18 years old. The Service is offered to businesses; consumer-use rights that cannot be waived by contract do not apply to accounts registered as business accounts. You confirm you are registering on behalf of a business and have authority to bind that business to these Terms.

2. The Service; Our Role

2.1 SHIP-OS is a software platform that allows Operators to purchase shipping labels from carriers (including UPS and USPS through carrier providers), manage orders, shipments, and pick batches, and issue invoices to the Operator's own customers.

2.2 SHIP-OS is not a carrier, freight forwarder, or common carrier. We do not transport, deliver, or store shipments. SHIP-OS acts as an intermediary between you and carriers: label purchases you direct are transactions between you and the applicable carrier, and we are not a party to that transaction.

2.3 Carrier terms and rate rules are incorporated into these Terms to the extent applicable to label purchases you make. You are responsible for complying with the carrier's rules; circumventing carrier rules, discounts, or account eligibility requirements is prohibited.

2.4 Carrier transit times, service availability, surcharges, and delivery outcomes are controlled by the carrier, not SHIP-OS. We make no representation regarding any carrier's performance, systems, or handling of your shipment data.

2.5 Current and future services. These Terms govern your use of all current and future features, services, applications, and integrations that SHIP-OS makes available, unless SHIP-OS publishes separate terms for a particular offering. SHIP-OS may modify, add, suspend, or discontinue any feature, service, application, or integration, in whole or in part, at any time and without liability to you.

3. Accounts and Credentials

3.1 Registration requires a company name and email address; a full name is optional. Authentication is passwordless: sign-in uses emailed magic links or 6-digit codes sent to your registered email address.

3.2 You are responsible for the accuracy of registration information, for maintaining the security of your email account, and for all activity under your account. Notify us promptly at service@shipos.us of any unauthorized access.

3.3 Desktop and mobile applications authenticate devices with per-device credentials stored in the operating system keychain. You agree not to extract, share, or misuse device credentials.

3.4 You may not share accounts or resell access to the Service. Account administrators are responsible for the actions of users they invite into their account.

4. Acceptable Use; Prohibited Shipments

4.1 You agree to use the Service lawfully and only for legitimate shipping and fulfillment purposes. You may not: interfere with or disrupt the Service; access other tenants' data; scrape or harvest data; circumvent usage limits or security controls; or use the Service in violation of applicable law, including sanctions laws.

4.2 You may not ship items prohibited by applicable carriers or by law, including: hazardous materials as defined by 49 CFR; explosives, ammunition, and firearms; alcohol and tobacco/vape products; cannabis, hemp, and CBD products; perishables; poisons; obscene materials; and high-value valuables (cash, gemstones, precious metals, fine art) where prohibited by the carrier.

4.3 You may not use the Service for: counterfeit or illegally imported/exported goods; shipments involving sanctioned parties; misleading sender or recipient names or addresses; or prohibited business activities including unlawful gambling, unlawful pharmaceutical sales, or unlawful multi-level-marketing operations.

4.4 We may refuse, suspend, or cancel label purchases, and carriers may return, seize, destroy, or dispose of ineligible shipments. You are responsible for associated costs, including return, storage, and disposal charges.

5. Label Usage and Carrier Charges

5.1 Carrier charges are pass-through. You are responsible for all charges incurred in connection with labels purchased through the Service, including postage, label fees, dimensional-weight and weight/size corrections, surcharges, adjustments, penalties, and any other charges assessed by a carrier ("Carrier Charges").

5.2 Carriers assess corrections and chargebacks after label purchase. You authorize SHIP-OS to pass through Carrier Charges, including adjustments assessed after the fact, to your account and to bill them under Section 6. You are responsible for the accuracy of addresses, weights, dimensions, service selection, and customs data you enter.

5.3 Void labels and refunds. Only unused, unscanned labels may be eligible for refund or credit, subject to carrier refund policies, applicable time windows, and your account being in good standing. Refunds, if granted, are credited to your SHIP-OS account and are not paid in cash. We may suspend refund privileges or the account for label-generation abuse (e.g., systematically generating unused labels).

5.4 Customs, duties, import taxes, and related storage, return, or destruction costs are your responsibility, even where a carrier or government authority assesses them after delivery attempts.

6. Billing, Taxes, and Payment Failure

6.1 Metered usage. The Service is billed on metered usage through our billing provider: each account includes 500 labels per calendar month at no charge; labels beyond that are billed at $0.05 per label ("Overage Fees"). Applicable taxes are your responsibility and are additional to fees.

6.2 The free monthly label allotment and Overage Fee rate may change on notice under Section 15. Carrier Charges under Section 5 are billed in addition to usage fees.

6.3 Payment failure. Amounts not paid when due may accrue finance charges, and we may suspend or terminate accounts with unpaid balances after notice, following the process in Section 12.

7. Operator-as-Biller; Invoicing Your Customers

7.1 The Service includes tools for you to invoice your own customers (including rate cards, invoices, and payment collection features). Any invoice, rate, payment arrangement, or dispute between you and your customers is solely between you and them.

7.2 SHIP-OS is not a party to the relationship between you and your customers, is not responsible for amounts they owe you, and does not warrant collection of any amounts billed through the Service. You are solely responsible for the accuracy and legality of invoices, rates, and charges you issue to your customers.

8. Data and Privacy

8.1 Our Privacy Policy, available at app.shipos.us, describes how we handle account data and shipment data, and is incorporated into these Terms. As between you and SHIP-OS, you own the operator-entered data you submit, and SHIP-OS processes it to provide the Service at your direction.

8.2 You are responsible for the accuracy and lawfulness of recipient data you enter, and for providing any notices and obtaining any consents required for SHIP-OS to process that data and share it with carriers to purchase labels you direct.

9. Service Availability; Warranty Disclaimer

9.1 THE SERVICE IS PROVIDED STRICTLY "AS IS" AND "AS AVAILABLE," WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. TO THE FULLEST EXTENT PERMITTED BY LAW, SHIP-OS AND ITS SUPPLIERS DISCLAIM ALL WARRANTIES AND CONDITIONS, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, QUIET ENJOYMENT, ACCURACY, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. SHIP-OS DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SERVICE WILL MEET YOUR REQUIREMENTS. NO ORAL OR WRITTEN INFORMATION OR ADVICE FROM SHIP-OS CREATES ANY WARRANTY.

9.2 No warranty on rates and shipping data. Without limiting Section 9.1, SHIP-OS makes no warranty or representation that: (a) rate quotes, estimates, or displayed prices will match the amounts a carrier actually bills, which are subject to carrier audit, remeasurement, corrections, and adjustments; (b) address validation, normalization, or correction results are accurate, complete, or deliverable; (c) customs, duties, import-tax, or landed-cost data is accurate or current; or (d) delivery-date or transit-time estimates will be met. You bear sole responsibility for verifying this information before relying on it.

9.3 We use commercially reasonable efforts to keep the Service available and will perform scheduled and emergency maintenance and deploy updates from time to time. Availability is not guaranteed and nothing in these Terms is a service-level-agreement commitment. SHIP-OS IS NOT LIABLE FOR THE ACTS, OMISSIONS, DELAYS, OR FAILURES OF CARRIERS OR OTHER THIRD PARTIES.

9.4 Beta and preview features. Features identified as beta, preview, early access, pilot, labs, or experimental are provided for evaluation only, without any warranty or support commitment, may be changed, suspended, or discontinued at any time without notice, and SHIP-OS has no liability of any kind arising out of or related to them.

9.5 Free-tier usage. For usage of the Service for which you have paid no fees (including usage within the free monthly label allotment), SHIP-OS's entire liability and your exclusive remedy is re-performance of the affected service.

10. Limitation of Liability

10.1 TO THE FULLEST EXTENT PERMITTED BY LAW, SHIP-OS AND ITS SUPPLIERS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOST PROFITS, LOST REVENUE, LOST DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, OR COST OF SUBSTITUTE SERVICES, ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE, UNDER ANY THEORY OF LIABILITY (CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE), EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

10.2 Liability cap. TO THE FULLEST EXTENT PERMITTED BY LAW, SHIP-OS'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE IS CAPPED AT THE GREATER OF (A) ONE HUNDRED U.S. DOLLARS (US $100) OR (B) THE FEES YOU ACTUALLY PAID TO SHIP-OS FOR THE SERVICE (EXCLUDING PASS-THROUGH CARRIER CHARGES) IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THIS CAP APPLIES IN THE AGGREGATE ACROSS ALL CLAIMS AND IS NOT INCREASED BY MULTIPLE CLAIMS OR EVENTS.

10.3 Excluded matters. Without limiting Sections 10.1 and 10.2, SHIP-OS has no liability whatsoever for: (a) the acts, omissions, delays, losses, damage, misdelivery, or non-delivery of carriers or their agents — your sole recourse for carrier performance is against the carrier under the carrier's terms and claims processes; (b) claims by your customers or other third parties arising from your business, including invoicing under Section 7; (c) third-party integrations, applications, or services, whether or not accessed through the Service; (d) beta, preview, or early-access features under Section 9.4; (e) free-tier usage beyond re-performance under Section 9.5; (f) scheduled or emergency downtime, maintenance, or suspension; or (g) loss or corruption of data beyond commercially reasonable efforts to restore it from the most recent available backup. Carriers are not third-party beneficiaries of these Terms.

10.4 Sole and exclusive remedy. Your sole and exclusive remedy for any claim arising out of or related to the Service is, at SHIP-OS's option, re-performance of the affected service or a refund of the fees you paid to SHIP-OS (excluding Carrier Charges) for the affected period.

10.5 Time bar on claims. Any claim arising out of or related to these Terms or the Service must be filed within twelve (12) months after the claim accrues, or it is permanently barred, to the fullest extent permitted by law.

10.6 Savings clause. The disclaimers, exclusions, caps, and limitations in these Terms apply to the fullest extent permitted by law and are an essential basis of the bargain between the parties. If any disclaimer, exclusion, cap, or limitation is held unenforceable in a given circumstance, SHIP-OS's liability is limited to the greatest extent permitted by applicable law, and the unenforceable provision is severable and does not void the remaining provisions.

10.7 These limits do not apply to your payment and indemnification obligations or to liability that cannot be limited under applicable law.

11. Indemnification

11.1 You will defend, indemnify, and hold harmless [SHIP-OS LEGAL ENTITY NAME], its affiliates, personnel, and agents from and against all claims, demands, losses, damages, fines, penalties, and expenses (including reasonable legal fees) arising out of or related to: (a) the contents and legality of your shipments, including prohibited, restricted, illegal, misdeclared, or undervalued items; (b) recipient, customer, or other data you enter into the Service, including its accuracy, lawfulness, and any required notices or consents; (c) your relationships with your own customers, including invoices, rates, charges, and disputes under Section 7; (d) Carrier Charges, chargebacks, fines, or penalties resulting from your shipments or data; (e) your violation of carrier terms, export-control or sanctions laws, other applicable law, or these Terms; (f) your misuse of the Service or use of the Service in a manner not authorized by these Terms; and (g) your infringement of third-party rights.

12. Suspension, Termination, and Data Export

12.1 You may close your account at any time. SHIP-OS may suspend or terminate your account or access to any feature: (a) for convenience, on notice to your registered email address; and (b) immediately and without prior notice where SHIP-OS determines there is risk, abuse, fraud, security threat, unlawful use, violation of carrier terms, or nonpayment. Where practicable for nonpayment, we will provide notice before termination.

12.2 For 30 days following account closure or termination, you may request an export of your shipment and account data by contacting service@shipos.us; this export window survives termination. After the 30-day window, we may delete remaining data per our retention practices, subject to legal retention requirements.

12.3 Sections 5, 7, 9–11, 12.2, 13, and 14 survive termination.

13. Governing Law and Dispute Resolution

13.1 These Terms are governed by the laws of the State of Delaware, without regard to conflict-of-laws rules.

13.2 Before filing a claim, the parties will attempt in good faith to resolve it informally for 60 days after written notice of the dispute.

13.3 Any dispute not resolved informally will be resolved by binding individual arbitration, and the parties waive any right to a jury trial and to participate in class or representative actions. Either party may bring an individual claim in small-claims court instead of arbitration.

13.4 Nothing in this section prevents either party from seeking injunctive relief for intellectual-property misuse or security breaches.

14. Miscellaneous

14.1 These Terms, the Privacy Policy, and incorporated carrier terms are the entire agreement between the parties regarding the Service. You may not assign these Terms without our consent; we may assign them in connection with a merger, acquisition, or sale of assets. If a provision is unenforceable, the remainder stays in effect. Notices to you may be sent to your registered email address; notices to us go to the contacts in Section 16.

14.2 Force majeure. SHIP-OS is not liable for any failure or delay caused by events beyond its reasonable control, including natural disasters, acts of government, war, terrorism, civil unrest, labor disputes, epidemics, power failures, carrier network disruptions or outages, upstream provider or hosting outages, denial-of-service or other attacks, and internet or telecommunications infrastructure failures.

15. Changes to These Terms

15.1 We may modify these Terms at any time. We will provide notice of changes by email to registered accounts or by notice in the Service. Continued use of the Service after the effective date of a change constitutes acceptance of the modified Terms. Material changes to billing (including the free label allotment or Overage Fee rate) will be announced at least 30 days before taking effect. If you do not agree to a change, your sole remedy is to stop using the Service and close your account under Section 12.

16. Contact

• Product and support: service@shipos.us
• Legal: legal@shipos.us
• Entity: [SHIP-OS LEGAL ENTITY NAME]