FULFILLMENT NETWORK TERMS OF SERVICES AGREEMENT

Last revised September 3, 2020

ShipHero provides logistics software and a fulfillment network of third-party logistics providers (“3PLs”) that allows ecommerce manufacturers and merchant (“Merchants”) to seamlessly add multiple 3PLs based on their growth and/or geographical needs (the “Fulfillment Network” or “Network”).

ShipHero provides you under these Terms of Service (“TOS”) certain software-as-a-service ecommerce solutions and other fulfillment services (together, the “Services”) to help you with your ecommerce fulfillment needs. 

Any new features or tools that are added to the current SaaS and fulfillment Services are also subject to these Terms of Service.

ShipHero reserves the right to update and change these Terms of Service by posting updates and changes to the ShipHero website. You are advised to check these Terms of Service from time to time for any updates or changes that may impact you. By accepting these Terms of Service you are also accepting all requirements in ShipHero help guides, FAQs and any supplemental guides that are produced.  

  1. Acceptance of Terms.
    1. You must be 18 years or older or at least the age of majority in the jurisdiction where you reside or from which you use this Service.
    2. To access and use the SaaS Services, you must register a ShipHero account (“Account”) by providing your full legal name, current address, phone number, a valid email address, and any other information indicated as required. ShipHero may reject your application for an Account, or cancel an existing Account, for any reason, in our sole discretion.
    3. You acknowledge that ShipHero will use the email address you provide as the primary method for communication.
    4. You are responsible for keeping your password secure. ShipHero cannot and will not be liable for any loss or damage from your failure to maintain the security of your Account and password.
    5. You are responsible for all activity and content, information, or data uploaded (including photos, images, videos, graphics, written content, audio files, and/or code), collected, generated, stored, displayed, distributed, transmitted or exhibited on or in connection with your Account (together, the “Materials”).
    6. A breach or violation of any term in these Terms of Service, including the AUP, as determined in the sole discretion of ShipHero may result in an immediate termination of your services.
    7. By accepting this TOS or by accessing or using the Service, you acknowledge that you have read, understood, and agree to be bound by this TOS. By accepting this agreement you represent that you have the authority to accept these Terms on behalf of yourself, a business or other legal entity.
    8. Terms of Service you are also accepting all requirements in ShipHero help guides, FAQs and any supplemental guides that are produced.
    9. You must read, agree with and accept all of the terms and conditions contained in this Terms of Service agreement, including ShipHero’s https://shiphero.com/terms-of-service/(“AUP”) and Privacy Policy https://shiphero.com/privacy-data-policy/, and, Help Center https://fulfillment-help.shiphero.com/ and, if applicable, the Data Protection Addendum https://shiphero.com/privacy-data-policy/ (“DPA”) before you may become a user of the SaaS Services.
    10. Agency. If you are an Agency and signup a client on their behalf your client is subject to these terms and conditions.
  2.  General Conditions. You must read, agree with and accept all of the terms and conditions contained in these Terms of Service, including the AUP https://shiphero.com/terms-of-service/ and the Privacy Policy https://shiphero.com/privacy-data-policy/ before you may become a user of the SaaS Services
    1. These Terms of Service are governed by and are to be interpreted in accordance with the laws of the State of New York and the federal laws of the United States applicable therein, without regard to principles of conflicts of laws.  The parties irrevocably and unconditionally submit to the exclusive jurisdiction and venue of the state and federal courts located in the State and County of New York with respect to any dispute or claim arising out of or in connection with these Terms of Service. The United Nations Convention on Contracts for the International Sale of Goods is not to apply to these Terms of Service and is hereby expressly excluded.  The provisions of this Section 3.1 may not be amended except by the express consent of both parties to these Terms of Service.
    2. Your continued use of the SaaS Services after the amended Terms of Service are posted to ShipHero’s website constitutes your agreement to, and acceptance of, the amended Terms of Service. If you do not agree to any changes to these Terms of Service, do not continue to use the Service
    3. You may not use the ShipHero service for any illegal or unauthorized purpose nor may you, in the use of the Service, violate any laws in the United States, in your jurisdiction (if different from the United States), the laws applicable to you in your customer’s jurisdiction, or any other applicable laws. You shall comply with all applicable laws, rules and regulations in your use of the SaaS Service and in connection with your provision of your Services
    4. You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the SaaS and/or fulfillment Services, use of the SaaS Service, or access to the SaaS Service without the express written permission by ShipHero.
    5. Technical support is only provided to paying Account holders and is only available via email.
    6. You shall not purchase search engine or other pay per click keywords (such as Google AdWords), or domain names that use ShipHero or ShipHero trademarks and/or variations and misspellings thereof.
    7. You shall not by implication or otherwise associate your Services with ShipHero, except in a manner that expressly approved in advance and in writing by an authorized representative of ShipHero.
    8. Questions about these Terms of Service should be sent to fulfillment@shiphero.com.
    9. You understand that your Materials (not including credit card information), may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices.
    10. Any Credit Card information that is shared by you with ShipHero is always encrypted by ShipHero in any transfer or storage that is controlled by ShipHero.
    11. You acknowledge and agree that your use of the SaaS Services, including information transmitted to or stored by ShipHero, is governed by its privacy policy at https://shiphero.com/privacy-data-policy/
    12. Subject to the terms hereof, ShipHero has no obligation to provide technical support services, through email or phone in accordance with our standard practice.
    13. The Terms of Service may be available in languages other than English. To the extent of any inconsistencies or conflicts between these English Terms of Service and ShipHero’s Terms of Service available in another language, the most current English version of these Terms of Service at https://shiphero.com/terms-of-service/will prevail.
    14. Tariffs and Taxes. ShipHero is not responsible and does not give advice in regards to any tariffs, taxes, or other cross border fees. You are responsible to seek legal advice and fully understand what products you can ship cross state / international borders and any associated taxes/tariffs that may apply.
    15. Under no circumstances, and at no time, during the Term or after, are you permitted to enter ShipHero’s facilities, fulfillment centers, warehouses, or premises without prior express notice. As your Goods may be commingled with the Goods of other vendors in ShipHero’s facilities, under no circumstances, during the Term or after, may you access the Goods while the Goods are stored in ShipHero’s facilities, without the prior express consent of ShipHero.
    16. The failure of ShipHero to exercise or enforce any right or provision of these Terms shall not be a waiver of that right. You acknowledge that this TOS is a contract between you and ShipHero, even though it is electronic and is not physically signed by you and ShipHero and it governs your use of the Service.
  3. FULFILLMENT SERVICES The ShipHero Network shall provide the following services via their Fulfillment Network to the Merchant (collectively, the “Services”):
    1. Receive shipments from the Merchant of the Product (this may be referred to as “Product”, “Units”, “Inventory”).
    2. Provide storage for the Inventory in one of the Network’s facilities.
    3. Upon notification by the Merchant of a purchase of Products by a customer, the Network will pick and package the Products from the available Inventory, and ship such Products directly to the customer (“End-User”).
    4. ShipHero Network will use appropriate packaging material (i.e. bubble wrap, poly mailers, boxes with void fill, etc.) at its discretion.
    5. ShipHero’s proprietary platform and associated technology will include a summary of all orders shipped and received.
    6. ShipHero Network will facilitate any Product returns from the End-User to the Merchant after approved pricing and scope of work is agreed to by the two partiers.
  4. COMPENSATION AND REIMBURSEMENT FOR SERVICES ShipHero Fees. The Merchant agrees to pay ShipHero for the Services, in the amounts described on the website at https://fulfillment.shiphero.com/pricing/ to be amended from time to time. “Service Fees” are the fees for any Service and any third-party fees (including, but not limited to storage, labor, packaging, carrier fees, shipping fees, rates of duty, international brokerage charges, freight charges, insurance premiums, penalties, or other charges given during Merchant’s use of the Service). Merchant shall pay the following Service Fees which may be adjusted from time to time.
    1. Initial Receiving Fees: $0. Additional fees will apply if the products are not shipped to the warehouse in accordance with Shipping Plan requirements. We reserve the right to charge special project fees if your inventory arrives in violation of our guidelines.
    2. Account Setup: $0
    3. Monthly Minimums: $0
    4. Storage – Monthly:
      1. Micro Bins: $1.00 [4 x 12 x 4 1⁄2]. This must be pre-approved.
      2. Pickable Bin: $5.00
      3. Pallet: $30
      4. All SKUS must have their own bin or pallet location. We never allow mixed SKUs in bins or pallets.
      5. Overstock of a SKU (greater than a bin) may be put into a pallet location (as opposed to multiple bins) this will be determined by availability in the warehouse.
      6. Marketing Promotions – ShipHero reserves the right to run promotions around free storage for certain new customers. The waiving of certain storage fees, for certain merchants, is solely at the discretion of ShipHero.
      7. All Merchants that have a Pallet location for reserve storage will also have a Pickable Bin – Merchant will be charged for both locations.
    5.  MicroBins:
      • Must be pre-approved
      • Merchants with small inventory e.g. Jewelry
      • Micro Bin: $1.00 per month – sold in “Lots” of 20 only.
      • Each “lot” contains 20 individual micro bins – $20 / month
      • Each micro bin can contain 1 SKU
      • 100 SKUS/ 100 micro bins (5 lots) = $100 / month
      • 95 SKUs = $100 / month (storage is in lots of 20)
    6. Pick & Pack + Shipping: Please see Fulfillment Matrix here to find the applicable fee per shipment. Matrix fees are based on a combination of shipments end-weight, origin/destination zone profile and either standard or expedited carrier speed. These rates include three-unit or SKUs per order. Additional SKUs / items are $0.25 each.
    7. Expedited shipping: ShipHero is not liable for expedited shipments that do not ship or arrive on time. For shipments that Merchant selected expedited shipping but do not arrive in two days – ShipHero will refund the difference between Expedited and Standard Shipping. For Expedited shipments over 10 units/picks – you must contact ShipHero separately and ShipHero is NOT responsible to fulfill Expedited orders that are 10 or more picks/units. These are bulk shipments and are not covered in expedited shipping.
    8. Dimensional Pricing: DIM pricing – IMPORTANT: When the dimensional weight is greater than the actual weight, the dimensional weight is used instead of the package’s actual weight. DIM Weight (Lbs) = L * W * H / 166 – no exceptions.
    9. End Weight: This is the final weight of the item to be shipped – it includes the mailer or box and any necessary packing material.
    10. Returns: Same as order out (shipping label + picking fees). Merchants must be pre-approved by ShipHero for Merchants to have access to Return services. This pricing does not include inspection, testing, or re-bagging. Contact support for pre-approval and standard operating procedure agreement.
    11. Labeling / Barcoding: Merchants must send in Products that are labeled – barcoded according to ShipHero’s specifications. Unlabeled items will be assessed a minimum mandatory $0.10 per label fee (fee may be increased to $0.20 per item in certain situations). Merchant must follow the Labeling/Barcoding specifications set forth in ShipHero’s FAQ and these terms. Barcoding and labeling that is not in compliance with ShipHero’s terms will be subject to additional fees.
    12. Label /Barcode Compliance:
      1.  Print barcodes from ShipHero
      2. Have the ShipHero warehouse barcode your products: ShipHero offers barcoding on receiving your products. It is a minimum of $0.10 per barcode per application to each unit. If you send in 1,000 units it will cost $100 to have our warehouse barcode those items.
      3. If Merchant uses their own they must meet the following requirements:
        • No duplicate barcodes
        • At least 5 digits
        • No non-standard characters (such as emoji)
    13. Merchant will be charged (via their credit card on file) daily or weekly (pending on volume and holidays) for all storage and orders that are placed, picked, packaged, and shipped that day/week. If no orders are shipped, meaning Merchant has not received any orders, then ShipHero will charge the Merchant their applicable storage fee on a weekly basis.
    14. ShipHero reserves the right to change any and/or all Fees and Compensation without notice.
    15. Packaging. We provide standard packaging. Additional packagings for delicate items may come with additional fees. Carriers are extremely rough with handling packages. ShipHero does not guarantee that items that are packaged will not be damaged in transit. ShipHero is not liable for items that are damaged in transit. Merchants’ choice of the custom box will be a minimum of $1 per package/shipment. ShipHero does not give advice on packaging.
    16. Holidays. We ship Monday – Friday (excluding holidays) – this includes all bank / postal holidays. Even if items are packed for expedited or standard they will not be processed until the next business day.
    17. Carriers. We try out best to have every package reach its’ final destination. That being said we are not responsible for items that our warehouse hands off to carriers and then are not delivered. Please note at peak times carriers may not scan every package at our facility on pickup – we are not responsible for these packages and the carrier’s conduct. If a package is marked as delivered but your customer claims they did not receive, then please use your tracking number and file a claim directly with the USPS.
    18. Domestic and International carrier insurance:
      1. Domestic: We cannot guarantee that carriers will get your package to the final destination. We do not file claims for USPS. Please contact us if you would like to purchase additional insurance.
      2. International is up to $100.00 coverage per shipment for PLY54 Parcel Standard and PLT60 (Parcel Direct). Claims for International are filed on the web portal. Claims for International must be filed after 45 days but no later than 60 days from the date of shipping. Additional Insurance can be purchased from our insurance provider U-Pic

    19. Damages – Credits. ShipHero is not responsible for any damage in storing, picking, packing, and shipping inventory. Any damages that may occur needs to be covered by the merchant’s insurance. This includes but is not limited to inventory damaged in transit on the way to the end customer. Maximum reimbursement for wrong shipments, non-shipments, swapped shipments is limited to shipping fee and/or return fee (at ShipHero’s discretion). ShipHero is not responsible for the cost of product/inventory that may be lost during shipping errors. Reimbursement will never be greater than $25 per incident. Inventory that is lost in the warehouse will be rectified as a credit to the Merchant account. If the inventory is found within 45 days of merchant notice of “lose” credit will be withdrawn. All reimbursements will be issued as ShipHero credits for future shipping and storage costs.
    20. Receiving. We reserve the right to refuse inventory that is in violation of our receiving guidelines. We reserver the right to delay receiving if items are sent during peak season 11/1/19 – 1/5/2020. There are no guarantees on receiving inventory during peak season or if items are in violation of our receiving guidelines. Please see full Receiving Guidelines here that are part of these terms and conditions: https://fulfillment-help.shiphero.com/article/440-receiving-guidelines
      • We can only accept your inventory during business hours.
      • All inventory must follow our receiving guidelines.
      • Inventory that does not follow our guidelines will be subject to longer wait times.
      • We reserve the right to return/reject inventory to the sender if guidelines and/or instructions are not followed.
      • Inventory less than a palette will be received into our system within (3) three full business days.
      • Inventory of a palette (or more ) and less than a half a container, will be received into our system within (5) five full business days.
      • Inventory of more than a half a container and less than a full container will be received into our system within (7) seven full business days.
      • Inventory of more than a full container and less than two (2) full containers, will be received into our system within (10) full business days.
      • Inventory of more than two (2) full containers must have an appointment to be received.
      • Inventory of two pallets or more – Merchant must contact us to set up a receiving schedule. If you do not have a ShipHero approved Receiving Schedule we reserve the right to not receive any inventory. Merchant agrees that ShipHero will not incur any liability for rejecting delivery (not receiving inventory).
      • Pallet or larger quantities must have a scheduled reservation with the warehouse.
      • ShipHero will incur no additional liability for Inventory that is not received within these frames.
    21. Fragile items. ShipHero Fulfillment will only store, pack and ship jewelry, makeup, and/or fragile items if they come pre-packed in a sealed barcoded protective box. You must be pre-approved to have ShipHero fulfill any fragile items. Items that arrive to the warehouse “loose” or not in a sealed container will be returned to the manufacturer or merchant at the expense of the merchant.  If ShipHero and Merchant agree to provide additional services around protective packaging it will be at the expense of the Merchant.  ShipHero does not assume any liability for fragile items broken in receiving, storing, processing, and shipping items.
  5. PAYMENTS
    1. Merchant payment processing services are provided by Stripe and are subject to the Stripe Connected Account Agreement, which includes the Stripe Terms of Service (collectively, the “Stripe Service Agreement”). By agreeing to these Terms or continuing to operate as a Merchant on the Service, you agree to be bound by the Stripe Service Agreement, as the same may be modified by Stripe from time to time. Merchant agrees to provide ShipHero with accurate and complete information about Merchant and their business, and Merchant authorizes the necessary sharing of such information with Stripe.
    2. When you use the Service, all charges for the Service and any additional fees payable to ShipHero will be charged to the credit card associated with your Stripe account. Merchant agrees to pay Shiphero the amount that is specified in accordance with these Terms. If Merchant disputes any charges you must let ShipHero know within thirty (30) days after the date of the invoice.
    3. Merchant agrees and acknowledges that ShipHero shall maintain a warehouseman’s lien under the UCC for all Goods in the Network’s possession, regardless of whether a specific receipt is issued by ShipHero, to cover all charges set forth in this Agreement. In the event ShipHero is required to exercise its lien, Merchant shall be responsible for all necessary and reasonable costs incurred by ShipHero including, but not limited to, reasonable attorney fees.
    4. If Merchant fails to make payments within fourteen (14) days after the date of an invoice, all Services shall stop until ShipHero receives payment. Furthermore, after Thirty (30) days of non-payment, ShipHero has the right to automatically charge the saved payment method on file or any payment method used in the past for the amount due.
    5. Merchant acknowledges that it is responsible for, and agrees to reimburse ShipHero for, all reversals, charge-backs, claims, fees, fines, penalties, and other liability incurred by ShipHero (including costs and related expenses) that are caused by or arising out of payments that Merchant authorizes or accepts.
    6. All dollar amounts stated in this Terms of Service and the website will be in US dollars unless otherwise specified.
    7. All fees due for the cost of the Product shall be paid directly by the End-User to the Merchant. Under no circumstances shall ShipHero accept, receive or otherwise be held responsible for payments from an End-User made in exchange for the Product. 
    8. ShipHero reserves the right to stop shipping if the merchant does not have a valid credit card on file.
    9. ShipHero reserves the right to dispose/donate inventory if Merchant’s account remains unpaid for thirty (30) days.
  6. TITLE, RISK OF LOSS, AND INSURANCE
    1. Merchant hereby agrees that at no time during the period that Products are held by ShipHero Fulfillment Network as Inventory will ShipHero or the Network hold title, or any other rights of ownership in the Inventory. Title in Inventory will continue to be held by Merchant until such time as the Products are delivered to the End-User.
    2. Merchant hereby agrees that at no time during the period that Products are held by the Fulfillment Network as Inventory in the Warehouse will ShipHero or the Fulfillment Network carry the risk of loss in the Inventory. Risk of Loss in Inventory will continue to be held by Merchant until such time as the Products are delivered to the End-User.
    3. Merchant hereby agrees that it is the Merchant’s responsibility, at all times, to maintain an insurance policy that covers the cost of the Products held in Inventory. Merchant has the option of adding a Fulfillment Network warehouse as a designated storage location to Merchant’s general inventory policy.
    4. Merchant acknowledges that the Goods stored or warehoused by ShipHero Fulfillment Network are not insured against loss or damage by ShipHero or the Fulfillment Network, and Merchant shall be solely responsible for obtaining insurance coverage for the Goods.
    5. Merchant agrees that ShipHero’s and the Fulfillment Network’s liability for any damage caused to the Goods shall be limited to the actual product value of the Goods, which shall be measured by the original purchase invoice from the manufacturer/supplier. ShipHero shall not be liable for any loss or damage to the Goods unless the loss or damage was directly caused by ShipHero’s gross negligence or willful misconduct.
    6. In the event of a lost or damaged order, ShipHero will file a claim with Carrier for Goods valued at less than or equal to $100.00. ShipHero MAY NOT file claims for Mail Innovation, DHL Global Mail, SurePost, SmartPost, USPS Media Mail, or USPS First Class Shipments unless additional shipping insurance is purchased. A credit will be applied on the next invoice for the amount the Carrier paid to ShipHero. If the carrier denies the claim, Merchant agrees that under no circumstances will ShipHer be liable for more than $50.00 per shipment. Merchant agrees that ShipHero will not be liable for any lost or damaged orders.
    7. Merchant can choose not to insure its inventory. In any event, ShipHero and the Fulfillment Network will, under no circumstances, be liable for any loss or damage to the inventory stored
    8. Merchant agrees that by selling, storing, and distributing Merchant products they are not in violation of any local, state, or federal law.
  7. CBD Fulfillment 
    1. If merchant sells CBD based product. Merchant certifies that they have reviewed and are in total compliance with all State and Federal regulations. Merchant further certifies that they have reviewed and are in compliance with all USPS shipping obligations and regulations.
  8. Termination
    1. If merchant chooses to terminate fulfillment with ShipHero, merchant must give 30 days notice. ShipHero will use best efforts to palletize all on-hand merchant inventory within 30 days of notice – this is the removal period. ShipHero has no obligation to palletize or aggregate on-hand merchant inventory during peak season (November 10th – January 5th). The 30 day removal period will cease during that time. Meaning if notice is given on November 9th – the 30 day removal time clock will not start until January 6th. Merchant will be charged $35 per hour for all labor associated with removal in addition to shipping and forwarding costs.
    2. ShipHero reserves the right to terminate fulfillment services for merchants at any time. ShipHero will charge $35 per hour for all labor associated with removal upon the termination of services.
    3. ShipHero reserves the right to stop receiving merchant inventory.
    4. ShipHero reserves the right to dispose/donate inventory if Merchant’s account remains unpaid for thirty (30) days.
    5. ShipHero reserves the right to not start the removal process if merchant has an outstanding debt to ShipHero or does not have a valid credit card on file.
    6. ShipHero reserves the right to remove the product if it is in violation of our terms of service or violates any local or federal law.

ShipHero Fulfillment is an affordable and commitment-free way for Shopify, Etsy and Amazon merchants to grow their ecommerce sales. Unlike other warehouse fulfillment partners, we handle your shipping, returns and exchanges across the U.S. at flat, pay-as-you-go rates. No contracts, minimums or upfront fees to begin shipping your orders.