POSTBIDSHIP TERMS AND CONDITIONS
Last Modified: December 17, 2021
1. CONTRACTUAL RELATIONSHIP
PostBidShip, Inc., a Delaware c-corporation, located at 6464 E. Greenway Parkway, Suite 100, Scottsdale, AZ, 85254, and its affiliated entities (collectively referred to herein as “PostBidShip”, “we”, ”us”, or “our”) provides a software-as-a-service (SaaS) website (included but not limited to www.postbidship.com and web.postbidship.com), mobile app, platform, all content and information and data, products and services (together with the services offered on or through such platform and mobile app, the “Services”), which facilitate a commercial transportation marketplace for shippers, asset-based carriers, freight brokers and other logistics companies to collaborate to negotiate and process freight transportation. The Services are controlled and operated by PostBidShip from its offices within the United States.
These Terms and Conditions govern the access or use by you of Services made available by PostBidShip but excludes any websites, mobile applications, content, products, and services that indicate they are subject to separate terms and conditions. An entity is an affiliate of PostBidShip, Inc. if the entity directly or indirectly controls, is controlled by or is under common control with the other entity.
In instances when you have a separate signed agreement with us for certain Services, such signed agreement’s terms will be controlling with respect to the applicable Services in the event of an inconsistency with these Terms and Conditions. Further, additional terms may apply to certain Services and will be disclosed to you in connection with such Services. The additional terms will be controlling with respect to the applicable Services in the event of an inconsistency with these Terms and Conditions.
By accessing and using the Services you acknowledge that you have carefully read, have understood, and agree to be bound by these Terms and Conditions and to comply with all applicable laws and regulations, including U.S. export and re-export control laws and regulations. If you are using the Services on behalf of a business entity, then your use means such business entity also accepts these Terms and Conditions. If you do not agree to these Terms and Conditions, do not access, or otherwise use our Services.
The term “you” or “your” as used in these Terms and Conditions refers to the individual using the Services and if you use the Services on behalf of a corporation, LLC, partnership, or other business entity, then “you” includes that business entity and any individuals associated therewith using our Services, who registers and maintains one or more user accounts with PostBidShip.
The terms “us,” “our” and “we” as used in these Terms and Conditions refer to PostBidShip and each of its agents and representatives.
2. CHANGES TO TERMS AND CONDITIONS
We reserve the right to modify these Terms and Conditions relating to the Services at any time, effective upon our posting of the updated Terms and Conditions. We will make reasonable efforts to notify you in advance of material changes to the Terms and Conditions, but you are responsible for regularly reviewing the Terms and Conditions. Use of the Services after any changes shall constitute your consent to such changes.
3. CHANGES TO SERVICES
We are constantly improving our Services. Thus, we may change, suspend, or discontinue any aspect of our Services at any time without notice. We may also impose limits or restrictions on certain Services, features or content or restrict your access to parts or all of our Services at any time without notice or liability to you.
PostBidShip requires that, as a condition of being a user of our Services, broker and carrier customers are responsible for keeping their authority active with the Federal Motor Carriers Safety Administration (FMCSA) along with appropriate levels of insurance and documentation with MC/DOT registration, unless otherwise approved by PostBidShip. The federal government does not require shippers to obtain authority. If at any time PostBidShip finds that a broker or carrier account does not meet these requirements the account will be suspended or cancelled. Accounts may be suspended or cancelled for a variety of reasons, including any failure to follow the terms and conditions identified herein. A suspended or cancelled account will not be refunded or prorated if it is closed for non-authority, rating, lack of insurance, or missing documentation.
A request to cancel an account or, where applicable, remove a service or product on an account must be made in writing at least five (5) days prior to the next bill cycle date and will take effect on the last day of the billing period in which the request is made. No portion of a payment will be refunded or prorated at the time a change request is made. Customers are encouraged to keep records of all communications regarding changes to their account.
4. THE SERVICES AND ACCOUNTS
The Services constitute a technology platform that enables you and other users of PostBidShip’s websites, mobile app, platform, all content and information and data, products, and services to use the technology solutions to facilitate a commercial transportation marketplace for shippers, asset-based carriers, freight brokers and other logistics companies to collaborate to negotiate and process freight transportation, including but not limited to load planning and posting, load awarding and tendering, freight matching, transportation management, real-time rates and other logistics applications.
Before being permitted to access or use our Services, you must register and submit certain information about yourself (“Registration Information”). You represent and warrant that: (a) all Registration Information you have provided is true, accurate, current, and complete; and (b) you will maintain and promptly update the Registration Information to keep it true, accurate, current, and complete. In connection with your registration, you also will be asked to create a password-protected user account to access the Services (an “Account”). You are responsible for all activity that occurs under your Account, and you agree to maintain the security and confidentiality of your Account information and password at all times. You agree to notify us immediately of any actual or suspected unauthorized use of your Account. Certain Services may require you to agree to additional terms specific to the use of such Services. You understand and agree that in order to use our Services and create an Account, you must provide us with a verifiable physical address that is not a P.O. Box or Commercial Mail Receiving Agency in order to be granted an Account.
PostBidShip accounts are issued to a company. A company must have at least one Account but can have more than one Account. The only exception to PostBidShip account being issued to a company is where account is being used by an individual exclusively for purposes of posting personal (non-business) shipments. Each PostBidShip Account is unique and must be registered with an induvial, unique email address and password to access the Services. Support for generic, un-named user accounts that are not connected to an individual user is expressly prohibited. The only generic accounts permitted are those issued for approved communications with the Services by companies using the PostBidShip APIs. We reserve the right to limit the number of user accounts associated with your company account. We reserve the right to suspend or cancel a company account or a user account (or both) should we determine the company account has user accounts that are being used by more than one individual to access the Services or is being used in a manner in conflict with these Terms and Conditions.
5. RIGHTS GRANTED AND APPROPRIATE USE
Subject to the Terms and Conditions herein, PostBidShip grants you a revocable, non-exclusive, non-transferable, and non-assignable right to access and use the Services for your internal business purposes only and without further right to sublicense, distribute, transfer, or transmit any part of the Services (including content, information, data, and related materials) therein. Except as may be expressly provided in writing by PostBidShip, your use of the Services for any other purpose is not permitted.
You may not: (a) copy, reproduce, modify, distribute, publish or republish, download, display, sell, license, sublicense, assign, transmit, display, perform, edit, create derivative works from, transfer, lease, sell or license, transmit in any form or by any means (including but not limited to, electronic, mechanical, photocopy, recording, or otherwise) any part of the Services without the prior permission of PostBidShip; (b) reverse engineer, dissemble, decompile or work around any technical limitations of the Services; (c) copy or retrieve data or other content provided by us to you, manually for the purpose of creating or compiling or cross-posting, directly or indirectly, a collection, database or directory on any other computer system or platform or for creating products or services competitive to the Services; or (d) with the exception of authorized and authenticated and published PostBidShip application programming interfaces (“APIs”), to which you can license the use of these APIs with PostBidShip, copy or retrieve data or other content provided by us to you using any form of automatic devices, including but not limited to programs, web crawlers, bots, web or screen scraping for the purpose of creating or compiling or cross-posting, directly or indirectly, a collection, database or directory on any other computer system or platform or for creating products or services competitive to the Services; (e) “Mirror” any material contained in Services on any other server without prior permission of PostBidShip; (f) use meta tags or other hidden text utilizing our name or trademarks or use framing techniques to enclose any portion of the Services. You may not make copies of any part of the Services except as reasonably necessary for your own internal business purposes.
When you create an Account, you represent, warrant and covenant: (a) you are or represent a bona fide carrier, broker, shipper or are otherwise a business partner of PostBidShip; (b) you will comply with all applicable laws when using the Services, and you will use the Services for lawful purposes only (e.g., no transport of unlawful materials); (c) you will not permit non-registered and unauthorized users to use your Account or the Services without express written permission from PostBidShip; (d) your purpose in accessing and using the Services is not to directly or indirectly compete with or gain a competitive advantage in relation to us; (e) you will not use the Services and any postings made by you on the Services to advertise services for any third party entity or person; (f) you are not located in a country that is subject to a U.S. government embargo, or that has been designated by the U.S. government as a “terrorist supporting” country and you are not listed on any U.S. government list of prohibited or restricted parties.
Each user account accessing the Services may only be assigned to and used by the one named individual on the account. You agree that we reserve the right, in our sole determination, to restrict, in part or in full, access to the Services. By violating any of the terms outlined in this section, your rights to use Services are terminated and you may have your Account terminated by us without warning and, in addition to being subject to any other legal remedies that may be available under these Terms and Conditions, or that may be available under applicable law, we may, in our sole discretion, elect to assess you a penalty in the amount of $1,000.00 for each unauthorized access or use of the Services by you or by a third party using your Account password or accessing your Account without our permission. To the extent we may have to sue you to enforce any of these Terms and Conditions, or other violations committed by you while accessing or using the Services, you expressly agree to bear the costs of that enforcement, including without limitation all related attorneys’ fees. Upon termination, you must immediately destroy any downloaded and printed materials. In addition to termination for breach of the aforementioned terms, PostBidShip reserves the right to terminate your account at any time for any reason.
6. PROPRIETARY RIGHTS
The Services and rights in the Services, including but not limited to copyright, are the property of PostBidShip or its licensors. The Services are protected by copyrights, trademarks, service marks, patents, trade secrets and other proprietary rights and laws. The Services may contain other proprietary notices and copyright information, the terms of which must be observed and followed. You may not remove, obscure, or alter any copyright, trademark or other proprietary notices displayed on our Services. Neither these Terms and Conditions nor your use of the Services convey or grant to you any rights: (a) in or related to the Services except for the limited rights granted above; or (b) to use or reference in any manner the company names, logos, product and service names, trademarks, or services marks of PostBidShip or its licensors.
7. CONTENT SUBMISSIONS
Any material, information, or idea you transmit to or post using the Services by any means will be treated as non-confidential and non-proprietary. By submitting content in connection with your access and use of the Services, you grant us and our licensees a worldwide, perpetual, transferrable, royalty-free right to use, reproduce, host, disseminate, publicly display, publish, publicly perform, adapt, modify, distribute, promote and otherwise exploit in any manner the content in any form and distribution channels now known or subsequently devised for any purpose (including without limitation in connection with the Services and PostBidShip’s business and on third party sites and services), without further notice to you, and without the requirement of payment to you or any other person or entity. These Terms and Conditions remain in effect even if you stop using the Services. Notwithstanding the foregoing, all personal data provided to PostBidShip will be handled in accordance with PostBidShip’s Privacy Policy.
You represent, warrant, and covenant that your content you submit is accurate, and that our posting and use of your content will not infringe or violate the rights of any third party. If any personally identifiable information (i.e. phone number, email address) is listed or posted by you using the Services, you agree to hold PostBidShip harmless from exploitation of that information.
You will not upload, post or transmit to or distribute or otherwise publish through our Services, any content that: (a) restricts or inhibits any other user from using or enjoying our Services; (b) is unlawful, threatening, abusive, libelous, defamatory, obscene, vulgar, offensive, pornographic, profane, scandalous, inflammatory, sexually explicit, indecent, or any other material that could give rise to any civil or criminal liability under law; (c) constitutes or encourages conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate law; (d) violates, plagiarizes or infringes the rights of third parties, including without limitation copyright, trademark, patent, rights of privacy or publicity or any other proprietary right; (e) constitutes defamatory or libelous statements; (f) contains a computer virus or other harmful component; (g) constitutes or contains false or misleading indications of origin or statements of fact; or (h) is inappropriate for the purpose of our Services.
We retain the right, but not the obligation, to review and remove any content submitted in connection with your access and use of the Services without notice to you.
8. PRIVACY POLICY
Our Privacy Policy is incorporated in these Terms and Conditions by reference. By accepting these Terms and Conditions, you expressly consent to the use and disclosure of your personally identifiable and other information as described in our Privacy Policy which can be accessed at https://postbidship.com/privacy-policy-legal/.
9. FEES
You agree to pay us for the Services in accordance with the fees, charges, taxes, and billing terms in effect at the time a fee or charge is due and payable. Some fees may be paid after use of Services while some fees may be required in advance of use of Services. All fees are payable in U.S. currency and shall be made by means of a credit or debit card, company check, bank check or wire transfer drawn on a U.S. bank to a U.S. bank account designated by PostBidShip.
10. REFUND, RENEWAL AND CANCELLATION POLICIES
Refunds
All sales of PostBidShip Services are final and PostBidShip has a no refund policy. For our subscription-based Services, payment is made in advance for access over a certain time period, regardless of actual usage. Subscriptions are non-cancellable for the pre-paid time period and thus, we do not refund fees or pro-rate for partial usage.
Renewals
PostBidShip annual subscriptions automatically renew on the anniversary date of your original subscription date. We will automatically renew and charge your credit card or issue an invoice to you (whichever form of payment you authorized at the time you set up your Account) every month. In the event of an early termination of an annual service agreement that is paid monthly, we will charge your credit card, or withdraw from your account for full payment for the remainder of the annual term. Renewal charges for each service agreement will be equal to the then-current service fee unless we have mutually agreed otherwise. Fees for other services will be charged on an as-quoted basis. Unpaid fees will result in suspension of the Services. Once fees have been paid after suspension, you will be charged going forward at the then current rate for the Service(s). For transactions with a returned payment fee PostBidShip will impart that fee to you. We reserve the right to hold you, the customer, responsible for reasonable fees associated with collection of payment, including but not limited to collection agency fees.
Cancellations
PostBidShip is a pay-in-advance service, and you may request to cancel at any time. A request to cancel a PostBidShip account must be made at least 5 days prior to the next invoice date, or the service will continue through the next billing period. The designated billing user may make a cancellation request by calling to speak with a PostBidShip representative or through email communication. Removal of the payment method from your PostBidShip account will not cancel the account.
Cancellations will take effect on the last day of the billing period in which the cancellation is processed. No portion of a payment will be refunded or prorated at the time a cancellation request is made. Customers are encouraged to keep records of all communications regarding cancellation.
Cancellation of an account does not resolve outstanding amounts owed or nullify previously agreed upon charges or fees, such as payments charged in installments or annual contract charges, portions of which may not yet have been invoiced at the time of your cancellation request. At the time of cancellation, any outstanding amounts owed to PostBidShip must be paid.
Note: If you entered into a separate agreement for the Services, please review your agreement for additional obligations. In the event the billing terms in your signed contract conflict with these Terms and Conditions, the terms of your signed contract will govern.
11. ASSIGNMENT
We reserve the right to assign our rights and obligations under these Terms and Conditions to any subsidiary or affiliate, acquirer of some or all of PostBidShip’s equity, assets or business, or a successor by merger or other operation of law. You shall not assign or otherwise transfer any of your rights, or delegate or otherwise transfer any of your obligations or performance under these Terms and Conditions, in each case whether voluntarily, involuntarily, by operation of law, or otherwise, without our prior written consent. These Terms and Conditions will inure to the benefit of, be binding upon and be enforceable by our successors and assigns.
12. THIRD PARTY SERVICES AND CONTENT
The Services may be made available or accessed in connection with third party services and content that are not under our control. In no event will we be responsible or liable for any products, services, or content of such third-party providers. You acknowledge that different terms of use and privacy policies may apply to your use of such third-party services and content. Additionally, third parties will be a third-party beneficiary to this contract if you access the Services using mobile applications available for use on the third party’s mobile devices. These third-party beneficiaries are not parties to this contract, are not responsible for the provision or support of the Services in any manner and are not responsible for any investigation, defense, settlement, and discharge of any third-party claim that the Services or your access and use of the Services infringe such third party’s intellectual property rights, or any other third-party claim or claim made by you relating the Services or your access and use of the Services. Your access to the Services using these devices is subject to terms set forth in the applicable third-party beneficiary’s terms of use and you agree to comply with the applicable third-party beneficiary’s terms of use when using the Services.
13. ACCESS AND COMMUNICATIONS
You are responsible for acquiring and updating any compatible hardware, data network access, web browser and email account necessary to access and use the Services. You agree to receive information and other materials from us primarily through our websites, mobile applications, APIs, and an email address you provide to us. You agree to notify us of changes in your electronic contact information. Any materials or information provided to you by telephone, U.S. mail, facsimile or other means does not constitute a waiver of this contract. We do not guarantee that the Services will function on any particular hardware and the Services may be subject to malfunctions and delays inherent in the use of the Internet and electronic communications. If you access or use the Services from a wireless-enabled device, your mobile network’s rates and fees may apply.
14. RELATIONSHIP THAT EXISTS WITH US
You acknowledge that by registering with us, submitting content to us for posting or any other purposes or using our Services, no confidential, fiduciary, partnership, joint venture, agency, contractually implied or other relationship is created between you and us other than the express contractual relationship set forth in these Terms and Conditions. Notwithstanding the foregoing, we will not disclose to third parties the source or identity of the ownership of any content licensed to us under these Terms and Conditions.
15. DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY
No agency, partnership, joint venture, employee–employer or franchisee–franchisor relationship is intended or created by your use of the Services or by these Terms and Conditions.
You agree and understand that PostBidShip is not a licensed freight transportation broker as defined by the Federal Motor Carrier Safety Administration. All freight movement arrangements are made by the users of the Services, and any terms and conditions of such freight movement, including without limitation any pricing or payment terms, are solely among the users of our Services.
You use the Services at your own risk. While we make reasonable efforts to post and supply accurate and timely information, we make no representations or warranties of the accuracy of content on the Services or content otherwise provided to you by us through an alternative means and assume no liability or responsibility for inaccuracies, errors, or omissions in such content. Without limiting the foregoing in any way, we make no representations or warranties whatsoever: (a) regarding the reliability, timeliness, quality, suitability, or availability of our Services; (b) that our Services will be uninterrupted or error- free; or (c) regarding the quality, qualifications, suitability, safety, accident history, vehicle history, criminal or civil liability history, creditworthiness, or experience of any of the users of our Services. In addition, by using the Services, you acknowledge and agree that we do not, and have no duty to, conduct any investigations or evaluations relating to any of the foregoing. You fully and completely assume all risk of using the Services and any content, materials or information provided to you by us or any other user of the Services.
UNDER NO CIRCUMSTANCES, INCLUDING BUT NOT LIMITED TO, NEGLIGENCE, SHALL POSTBIDSHIP NOR ANY OTHER PARTY INVOLVED IN THE CREATION, DISTRIBUTION OR DISPLAY OF THE SERVICES OR ANY OTHER MATERIALS OR INFORMATION PROVIDED TO YOU BY US (COLLECTIVELY, “SUPPLIERS”) IS LIABLE FOR ANY LOST PROFITS, LOSS OF DATA OR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RESULT FROM THE USE, OR INABILITY TO USE, THE MATERIALS IN THE SERVICES, EVEN IF POSTBIDSHIP OR A POSTBIDSHIP AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE EXTENT PERMITTED BY LAW, THE TOTAL LIABILITY OF POSTBIDSHIP AND ITS SUPPLIERS FOR ANY CLAIMS UNDER THESE TERMS AND CONDITIONS IS LIMITED TO THE AMOUNT YOU PAID US TO USE THE SERVICES IN THE MOST RECENT CALENDAR YEAR, REGARDLESS OF THE CAUSE OF ACTION, IN TORT, CONTRCT OR OTHERWISE. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.
INFORMATION CONTAINED IN THE SERVICES MAY INCLUDE TECHNICAL INACCURACIES OR TYPOGRAPHICAL ERRORS. WITHOUT LIMITING THE FOREGOING, AND TO THE FULL EXTENT PERMISSIBLE BY APPLICABLE LAW, ALL SERVICES AND ANY OTHER MATERIALS OR INFORMATION PROVIDED TO YOU BY US ARE DELIVERED ON AN “AS IS” BASIS ONLY AND AS AVAILABLE, WITHOUT REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, RELIABILITY, ABILITY TO MEET YOUR NEEDS OR NONINFRINGEMENT.
IF YOUR USE OF MATERIALS FROM THESE SERVICES RESULT IN THE NEED FOR SERVICING, REPAIR OR CORRECTION OF EQUIPMENT OR DATA, YOU ASSUME ANY COSTS THEREOF.
WHILE POSTBIDSHIP PROVIDES ACCESS TO CERTAIN THIRD-PARTY CARRIER DATA, POSTBIDSHIP ENCOURAGES POSTERS TO CONDUCT THEIR OWN CARRIER SAFETY / INSURANCE / AUTHORITY / PROFILE DATA AND NOT RELY SOLELY ON POSTBIDSHIP. POSTBIDSHIP DOES NOT REPRESENT OR WARRANT ANY DATA AND POSTBIDSHIP IS NOT RESPONSIBLE FOR ANY DAMAGES RELATED TO POSTERS’ RELIANCE ON DATA. FURTHER, UNDER NO CIRCUMSTANCES SHALL POSTBIDSHIP BE LIABLE FOR DAMAGES TO PEOPLE, PROPERTY OR CARGO, IN CONNECTION WITH LOADS AWARDED BY THE SERVICES.
POSTBIDSHIP IS NOT A PARTY TO ANY FINANCIAL TRANSACTION BY AND BETWEEN THE POSTER AND THE WINNER OF A LOAD. WHILE POSTBIDSHIP PROVIDES ACCESS TO CERTAIN THIRD PARTY CREDIT DATA, POSTBIDSHIP ENCOURAGES BIDDERS TO CONDUCT THEIR OWN CREDIT ANALYSIS AND NOT RELY SOLELY ON POSTBIDSHIP. POSTBIDSHIP DOES NOT REPRESENT OR WARRANT ANY DATA AND POSTBIDSHIP IS NOT RESPONSIBLE FOR ANY DAMAGES RELATED TO USERS’ RELIANCE ON DATA. THE TERMS AND CONDITIONS RESULTING FROM THE AWARDING OF A LOAD ARE BETWEEN THE POSTER AND THE WINNER OF SUCH BID, AND POSTBIDSHIP IS NOT LIABLE FOR ANY OBLIGATIONS RELATED TO THE TERMS AND CONDITIONS, INCLUDING BUT NOT LIMITED TO, NONPAYMENT OF OUTSTANDING INVOICES.
WE DO NOT WARRANT THAT THE SERVICES OR ANY OF OUR SERVERS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS THAT MAY INFECT OR DAMAGE YOUR HARDWARE OR OTHER PROPERTY AS A RESULT OF YOUR ACCESSING, BROWSING OR USING THE SERVICES, DOWNLOADING INFORMATION OR PRINTING INFORMATION FROM THE SERVICES.
16. CLAIMS OF INFRINGEMENT
We respect the copyrights and other intellectual property rights of users of the Services and other third parties. It is PostBidShip’s policy not to permit materials known by us to infringe another party’s copyright to remain within the Services. It is also PostBidShip’s policy to suspend or terminate the Accounts of users who are repeat infringers.
If you believe in good faith that your copyrighted work has been reproduced on the Services without authorization in a way that constitutes copyright infringement, you may notify us by email (support@postbidship.com) or by mail to:
PostBidShip Inc. Attn: Legal
Re: Copyright Infringement
P.O. Box 888249
Atlanta, GA 30356
Please provide in your written notice at a minimum includes the following information:
(a) Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works are covered by a single notification, a representative list of such works claimed to have been infringed; (b) Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material; (c) Information reasonably sufficient to permit us to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted; (d) a statement that the complaining party has a good-faith belief that the use of the copyrighted work is not authorized by the copyright owner, its agent, or the law; (e) a statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; and (f) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
17. INDEMNIFICATION
You agree to indemnify, defend and hold us and our employees, contractors, officers, directors, agents, successors harmless from and against all claims, demands, liabilities, damages and costs including, without limitation, reasonable attorneys’ fees and other costs of defense, arising from or relating to: (a) your breach of these Terms and Conditions; (b) your use or misuse of the Services or any other materials or information provided by us to you (whether such material or information originates from us or from a third party, including without limitation other users of the Services) that is outside the purpose, scope or manner of use authorized by these Terms and Conditions, or in any manner is contrary to PostBidShip’s instructions; (c) your means and methods of access to the Services that is outside the purpose, scope or manner of use authorized by these Terms and Conditions, or in any manner is contrary to PostBidShip’s instructions;(d) your violation of any law or the rights of a third party; (e) our use of any content submitted by you in connection with the Services.
18. GOVERNING LAW
These Terms and Conditions are governed by and construed in accordance with the internal laws of the State of Arizona without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of Arizona. By accessing and using the Services, you expressly agree that any legal suit, action, or proceeding arising out of or related to these Terms and Conditions or your access or use of the Services will be instituted exclusively in the federal courts of the United States or the courts of the State of Arizona in each case located in the city of Phoenix and County of Maricopa, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding. You further agree and submit to the exercise of personal jurisdiction of such courts for the purpose of litigating any such claim or action. Service of process, summons, notice, or other document by mail to such party’s address set forth herein will be effective service of process for any suit, action, or other proceeding brought in any such court.
19. SEVERABILITY
With the exception described in Section 1, these Terms and Conditions supersede any prior or contemporaneous communication (whether oral, written, or electronic) between you and us regarding the Services. These Terms and Conditions also govern and are incorporated into any additional agreement or arrangement between you and us, including without limitation any agreement relating to the collection, compilation, and supply of data from us. Should any provision of these Terms and Conditions be held by a court of competent jurisdiction to be illegal, invalid, or unenforceable, such provision will be deemed modified to the extend necessary (consistent with the intent of the parties) to eliminate the illegal, invalid, or unenforceable effect or to delete such provision if modification is not feasible, and the remaining terms and conditions will continue in full force and effect.
20. AUDIT
In the event that PostBidShip has reason to believe that you are in breach of the Terms and Conditions, you expressly grant us, or appoint an independent third party, at our own expense, the right to audit your use of the Services and compliance with these Terms and Conditions. Any such audit shall only take place during your normal business hours and upon no less than five (5) days prior written notice from us. You will make available all such books, records, equipment, information, and personnel, and provide all such cooperation and assistance, as may be requested by or on behalf of PostBidShip with respect to such audit. If the audit determines that your use of Services breached these Terms and Conditions, you will reimburse PostBidShip for all costs incurred by us in conducting the audit and will make such reimbursement within ten days of the date of written notification of the audit results. Such reimbursement will not be an exclusive remedy for your breach of these Terms and Conditions and will not limit any other remedies that may be available to us at law, in equity, or otherwise.
21. CONTACT INFORMATION
If you have any questions or comments about this Privacy Policy or need to reach us for any other reason, you may contact us by email at support@postbidship. com or by email at PostBidShip, Inc., P.O. Box 888249, Atlanta, GA 30356.