Terms & Conditions
Effective Date: January 25, 2020
These terms of service constitute a legally binding agreement (the “Agreement”) between you and SupplyHound, Inc. (“SupplyHound,” “we,” “us” or “our”) governing your use of the SupplyHound application, website, service, and technology platform (collectively, “SupplyHound” or “SupplyHound Platform”).
If you do not agree to be bound by these terms and conditions, you may not use or access the SupplyHound Platform.
PLEASE REVIEW THE ARBITRATION PROVISION SET FORTH BELOW CAREFULLY, AS IT WILL REQUIRE YOU, WITH LIMITED EXCEPTION, TO RESOLVE DISPUTES WITH SupplyHound ON AN INDIVIDUAL BASIS (NOT AS A PLAINTIFF IN ANY CLASS, GROUP OR REPRESENTATIVE ACTION OR PROCEEDING) THROUGH FINAL AND BINDING ARBITRATION. BY SUBMITTING AN ORDER AND ENTERING INTO THESE TERMS, YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND ALL OF THE TERMS HEREOF AND HAVE TAKEN TIME TO CONSIDER THE CONSEQUENCES OF THIS ARBITRATION REQUIREMENT.
The SupplyHound Platform and Services
The SupplyHound Platform provides a marketplace where persons who seek to transport goods to certain destinations (“Senders”) can send goods through SupplyHound employees OR be matched with independent persons going to or through those destinations (“SupplyHounders”). Senders and SupplyHounders are collectively referred to herein as “Users,” and each User shall create a User account that enables access to the SupplyHound Platform. For purposes of this Agreement, the courier services provider to Senders by SupplyHound employees OR SupplyHounders who are matched through the Platform shall be referred to collectively as the “Services.” Any decision by a User to offer or accept Services is a decision made in such User’s sole discretion.
Modification to the Agreement
In the event SupplyHound modifies the terms and conditions of this Agreement, such modifications shall be binding on you only upon your acceptance of the modified Agreement. Continued use of the SupplyHound Platform or Services after any such changes shall constitute your consent to such changes.
Eligibility
The SupplyHound Platform may only be used by individuals who can form legally binding contracts under applicable law. The SupplyHound Platform is not available to children (persons under the age of 18) or Users who have had their User account temporarily or permanently deactivated. By becoming a User, you represent and warrant that you are at least 18 years old and that you have the right, authority and capacity to enter into and abide by the terms and conditions of this Agreement. You may not allow other persons to use your User account, and you agree that you are the sole authorized user of your account.
Communications
By becoming a User, you agree to receive communications from us, including via e-mail, text message, calls, and push notifications. You agree that texts, calls or prerecorded messages may be generated by automatic telephone dialing systems. Communications from SupplyHound, its affiliated companies and/or SupplyHounders, may include but are not limited to: operational communications concerning your User account or use of the SupplyHound Platform or Services, updates concerning new and existing features on the SupplyHound Platform, communications concerning promotions run by us or our third-party partners, and news concerning SupplyHound and industry developments. Standard text messaging charges applied by your cell phone carrier will apply to text messages we send.
Intellectual Property
All intellectual property rights in the SupplyHound Platform shall be owned by SupplyHound absolutely and in their entirety. These rights include and are not limited to database rights, copyright, design rights (whether registered or unregistered), trademarks (whether registered or unregistered) and other similar rights wherever existing in the world together with the right to apply for protection of the same. All other trademarks, logos, service marks, company or product names set forth in the SupplyHound Platform are the property of their respective owners.
Disclaimers
The following disclaimers are made on behalf of SupplyHound, our affiliates, subsidiaries, parents, successors and assigns, and each of our respective officers, directors, employees, agents, and shareholders. The SupplyHound Platform is provided on an “as is” basis and without any warranty or condition, express, implied or statutory. We do not guarantee and do not promise any specific results from use of the SupplyHound Platform and/or the Services, including the ability to provide or receive Services at any given location or time. We specifically disclaim any implied warranties of title, merchantability, fitness for a particular purpose and non-infringement. Some states do not allow the disclaimer of implied warranties, so the foregoing disclaimer may not apply to you. We do not warrant that your use of the SupplyHound Platform or Services will be accurate, complete, reliable, current, secure, uninterrupted, always available, or error- free, or will meet your requirements, that any defects in the SupplyHound Platform will be corrected, or that the SupplyHound Platform is free of viruses or other harmful components. We disclaim liability for, and no warranty is made with respect to, connectivity and availability of the SupplyHound Platform or Services. SupplyHound expressly disclaims any liability arising from the unauthorized use of your User account. Should you suspect that any unauthorized party may be using your User account or you suspect any other breach of security, you agree to notify us immediately. We are not responsible for the use of any personal information that you disclose to other Users on the SupplyHound Platform or through the Services. Please carefully select the type of information that you post on the SupplyHound Platform or through the Services or release to others. We disclaim all liability, regardless of the form of action, for the acts or omissions of other Users (including unauthorized users, or “hackers”). We reserve the right, but we have no obligation, to monitor the materials posted on the SupplyHound Platform and remove any such material that in our sole opinion violates, or is alleged to violate, the law or this agreement or which might be offensive, illegal, or that might violate the rights, harm, or threaten the safety of Users or others. SupplyHound shall not responsible or liable for any fees, costs, or overage charges associated with any data plan you use to access the SupplyHound Platform.
Indemnity
You will defend, indemnify, and hold SupplyHound including our affiliates, subsidiaries, parents, successors and assigns, and each of our respective officers, directors, employees, agents, or shareholders harmless from any claims, actions, suits, losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of your use of the SupplyHound Platform and participation in the Services, including: (1) your breach of this Agreement or the documents it incorporates by reference; (2) your violation of any law or the rights of a third party, including, without limitation, SupplyHounders, Senders, and others as a result of your own interaction with such third party; (3) any allegation that any materials that you submit to us or transmit through the SupplyHound Platform or to us infringe or otherwise violate the copyright, trademark, trade secret or other intellectual property or other rights of any third party; (4) your ownership, use or operation of, or passage on any vehicle in the land, seas, or air, including your provision of Services as a Courier; and/or (5) any other activities in connection with the Services. This indemnity shall be applicable without regard to the negligence of any party, including any indemnified person.
Limitation of Liability
IN NO EVENT WILL SUPPLYHOUND, INCLUDING OUR AFFILIATES, SUBSIDIARIES, PARENTS, SUCCESSORS AND ASSIGNS, AND EACH OF OUR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR SHAREHOLDERS (COLLECTIVELY “SUPPLYHOUND” FOR PURPOSES OF THIS SECTION), BE LIABLE TO YOU FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, CONSEQUENTIAL, OR INDIRECT DAMAGES (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR DELETION, CORRUPTION, LOSS OF DATA, LOSS OF PROGRAMS, FAILURE TO STORE ANY INFORMATION OR OTHER CONTENT MAINTAINED OR TRANSMITTED BY THE SUPPLYHOUND PLATFORM, SERVICE INTERRUPTIONS, OR FOR THE COST OF PROCUREMENT OF SUBSTITUTE SERVICES) ARISING OUT OF OR IN CONNECTION WITH THE SUPPLYHOUND PLATFORM, THE SERVICES, OR THIS AGREEMENT, HOWEVER ARISING, INCLUDING NEGLIGENCE, EVEN IF WE OR OUR AGENTS OR REPRESENTATIVES KNOW OR HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE SUPPLYHOUND PLATFORM MAY BE USED BY YOU TO REQUEST AND SCHEDULE COURIER OR OTHER SERVICES WITH THIRD PARTY PROVIDERS, BUT YOU AGREE THAT SUPPLYHOUND HAS NO RESPONSIBILITY OR LIABILITY TO YOU RELATED TO ANY TRANSPORTATION, GOODS, OR OTHER SERVICES PROVIDED TO YOU BY THIRD PARTY PROVIDERS OTHER THAN AS EXPRESSLY SET FORTH IN THESE TERMS. CERTAIN JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.
Term and Termination
This Agreement is effective upon your creation of a User account. This Agreement may be terminated: a) by User, without cause, upon seven (7) days’ prior written notice to SupplyHound; or b) by either Party immediately, without notice, upon the other Party’s material breach of this Agreement. In addition, SupplyHound may terminate this Agreement or deactivate your User account immediately in the event: (1) you no longer qualify to provide Services under applicable law, rule, permit, ordinance or regulation; (2) SupplyHound has the good faith belief that such action is necessary to protect the safety of the SupplyHound community or third parties. If the breach is cured in a timely manner and to SupplyHound’s satisfaction, this Agreement will not be permanently terminated.
Confidentiality
You agree not to use any technical, financial, strategic and other proprietary and confidential information relating to SupplyHound’s business, operations and properties, including User information (“Confidential Information”) disclosed to you by SupplyHound for your own use or for any purpose other than as contemplated herein. You shall not disclose or permit disclosure of any Confidential Information to third parties. You agree to take all reasonable measures to protect the secrecy of and avoid disclosure or use of Confidential Information of SupplyHound in order to prevent it from falling into the public domain.
Dispute Resolution and Arbitration Agreement
YOU AND SUPPLYHOUND MUTUALLY AGREE TO WAIVE OUR RESPECTIVE RIGHTS TO RESOLUTION OF DISPUTES IN A COURT OF LAW BY A JUDGE OR JURY AND AGREE TO RESOLVE ANY DISPUTE BY ARBITRATION. This agreement to arbitrate (“Arbitration Agreement”) is governed by the Federal Arbitration Act and survives after the Agreement terminates or your relationship with SupplyHound ends. Arbitration under this Arbitration Agreement will take place on an individual basis. Class actions and class arbitrations are not allowed. Except as expressly provided below, this Arbitration Agreement applies to ALL Claims (defined below) between you and SupplyHound, including our affiliates, subsidiaries, parents, successors and assigns, and each of our respective officers, directors, employees, agents, or shareholders. By agreeing to this, you are affirming that YOU UNDERSTAND and AGREE to waive the right to sue in court or have a jury trial for all claims. You also understand and agree that you may only bring claims through ARBITRATION and my only bring them AS AN INDIVIDUAL. Some types of claims may be expressly exempted from this Arbitration Agreement. This Arbitration Agreement is intended to require arbitration of every claim or dispute that can lawfully be arbitrated. Any arbitration conducted pursuant to this Arbitration Agreement shall be administered by the American Arbitration Association (“AAA”) pursuant to its Consumer Arbitration Rules that are in effect at the time the arbitration is initiated, as modified by the terms set forth in this Agreement. Unless you and SupplyHound agree otherwise, any arbitration hearings between SupplyHound and a Sender will take place in the county of your billing address, and any arbitration hearings between SupplyHound and a SupplyHounder will take place in the county in which the SupplyHounder originates their Service. If AAA arbitration is unavailable in your county, the arbitration hearings will take place in the nearest available location for a AAA arbitration. Before initiating any arbitration or proceeding, you and SupplyHound may agree to first attempt to negotiate any dispute, claim or controversy between the parties informally for 30 days, unless this time period is mutually extended by you and SupplyHound. A party who intends to seek negotiation under this subsection must first send to the other a written notice of the dispute (“Notice”). The Notice must (1) describe the nature and basis of the claim or dispute; and (2) set forth the specific relief sought. All offers, promises, conduct and statements, whether oral or written, made in the course of the negotiation by any of the parties, their agents, employees, and attorneys are confidential, privileged and INADMISSIBLE for any purpose, including as evidence of liability or for impeachment, in arbitration or other proceeding involving the parties, provided that evidence that is otherwise admissible or discoverable shall not be rendered inadmissible or non-discoverable as a result of its use in the negotiation. Nothing in this Arbitration Agreement prevents you from making a report to or filing a claim or charge with the Equal Employment Opportunity Commission, U.S. Department of Labor, Securities Exchange Commission, National Labor Relations Board, or Office of Federal Contract Compliance Programs, or similar local, state or federal agency, and nothing in this Arbitration Agreement shall be deemed to preclude or excuse a party from bringing an administrative claim before any agency in order to fulfill the party's obligation to exhaust administrative remedies before making a claim in arbitration, however you knowingly and voluntarily waive the right to seek or recover money damages of any type pursuant to any administrative complaint and instead may seek such relief only through arbitration under this Agreement.
Choice of Law and Severability
This Agreement shall be governed by the laws of the State of California. The invalidity or unenforceability of any provision shall not affect any other part of these Terms and Conditions.
IMPORTANT TERMS FOR SENDERS
When ordering SupplyHound’s services you, as “Sender”, are agreeing, on your behalf and on behalf of the receiver of the Shipment (“Receiver”) and anyone else with an interest in the Shipment that these Terms and Conditions shall apply. “Shipment” means all documents or parcels that travel under one waybill and which may be carried by any means SupplyHound chooses, including air, road, or any other carrier. A “waybill” shall include any Shipment identifier or document produced by SupplyHound or Sender automated systems such as a label, barcode, waybill or consignment note as well as any electronic version thereof. Every Shipment is transported on a limited liability basis as provided herein.
As a Sender, you agree to pay the amounts charged for your use of the SupplyHound Platform and Services (“Charges”). Charges include and payments for services, fees, taxes, tips, and other charges you agree to as set forth in this Agreement. Pricing may vary based on the services and SupplyHound has the authority and reserves the right to determine and modify pricing. You are responsible for reviewing the Charges and paying all Charges incurred under your User account, regardless of your awareness of such Charges or amounts. Protect your User account information.
Fares and Fees
Fares. SupplyHound will quote you a fare based on the information you offer for the Shipment, including distance, weight, dimensions, and content. If conditions change, the information you provided is inaccurate, or you make changes to the Shipment information, the actual fare may change. SupplyHound does not guarantee the fare will be identical to the fare quoted, however we make every effort to be as accurate as possible. Toll costs may be added to the fare quote as appropriate.
Fees. SupplyHound may assess a per-Shipment “Service Fee” to support the SupplyHound Platform and Services provided to you. SupplyHound may assess a cancellation fee in certain cases where a SupplyHounder or SupplyHound has taken steps to fulfill your request before it was cancelled. SupplyHound may assess a damage fee if your Shipment caused damage to SupplyHounders property (including vehicle) because of Sender’s improper packing, including, but not limited to, leakage and sharp objects.
Other Charges. Other fee and surcharges may apply to your ride, including: actual or anticipated, state or local fees, and processing fees. In addition, where required by law SupplyHound will collect applicable taxes.
Facilitation of Charges. All Charges are facilitated through a third-party payment processing service (e.g. Stripe) or under a separate monthly billing arrangement. SupplyHound may replace its third-party payment processing services without notice to you. Cash payments are strictly prohibited.
No Refunds. All Charges are non-refundable. This no-refund policy shall apply at all times regardless of your decision to terminate usage of the SupplyHound Platform, any disruption to the SupplyHound Platform or Services, or any other reason whatsoever.
Credit Card Authorization. Upon addition of a new payment method or each ride request, SupplyHound may seek authorization of your selected payment method to verify the payment method, ensure the ride cost will be covered, and protect against unauthorized behavior. The authorization is not a charge, however, it may reduce your available credit by the authorization amount until your bank’s next processing cycle. Should the amount of our authorization exceed the total funds on deposit in your account, you may be subject to overdraft of NSF charges by the bank issuing your debit or check card. We cannot be held responsible for these charges and are unable to assist you in recovering them from your issuing bank.
Unacceptable Shipments
A Shipment is deemed unacceptable if: no customs declaration is made when required by applicable customs regulations, it contains counterfeit goods, animals, bullion, currency, gem stones; weapons, explosives and ammunition; human remains; illegal items, such as ivory and narcotics, it is classified as hazardous material, dangerous goods, prohibited or restricted articles by IATA (International Air Transport Association), ICAO (International Civil Aviation Organization), ADR (European Road Transport Regulation on dangerous goods) or other relevant organization (“Dangerous Goods”), its packaging is defective or inadequate to ensure safe transportation with ordinary care in handling, it contains any other item which SupplyHound decides cannot be carried safely or legally. If the Shipment is deemed to be unacceptable, or it has been undervalued for customs purposes, or Receiver cannot be reasonably identified or located, or Receiver refuses delivery, SupplyHound shall use reasonable efforts to return the Shipment to Sender at Sender’s cost, failing which the Shipment may be released, disposed of or sold without any liability whatsoever to Sender or anyone else, with the proceeds applied against Customs Duties, Shipment charges and related administrative costs with the balance of the proceeds of a sale to be returned to Sender. SupplyHound shall have the right to destroy any Shipment which any law prevents SupplyHound from returning to Sender as well as any Shipment of Dangerous Goods.
Inspection
SupplyHound and SupplyHounders have the right to open and inspect a Shipment without notice for safety, security, customs or other regulatory reasons. SupplyHound’s Liability with regard to Shipments SupplyHound’s liability in respect of any one Shipment transported by air (including ancillary road transport or stops en route) is limited by the Montreal Convention or the Warsaw Convention as applicable, or in the absence of such Convention, to the lower of (i) the current market or declared value, or (ii) 19 Special Drawing Rights per kilogram (approximately $US 26.00 per kilogram). Such limits shall also apply to all other forms of transportation, except where Shipments are carried only by road, when the limits below apply. For cross border Shipments transported by road, SupplyHound’s liability is or shall be deemed to be limited by the Convention for the International Carriage of Goods by Road (CMR) to the lower of (i) current market value or declared value, or (ii) 8.33 Special Drawing Rights per kilogram (approximately $US 14.00 per kilogram). Such limits will also apply to national road transportation in the absence of any mandatory or lower liability limits in the applicable national transport law. If Sender regards these limits as insufficient it must make its own insurance arrangements.
SupplyHound’s liability is strictly limited to direct loss and damage to a Shipment only and to the per kilogram limits in this section. All other types of loss or damage are excluded (including but not limited to lost profits, income, interest, future business), whether such loss or damage is special or indirect, and even if the risk of such loss or damage was brought to SupplyHound’s attention. SupplyHound is not liable for any damages or loss caused by delay.
Claims
All claims must be submitted in writing to SupplyHound within thirty (30) days from the date that SupplyHound accepted the Shipment, failing which SupplyHound shall have no liability whatsoever. Claims are limited to one claim per Shipment, settlement of which will be full and final settlement for all loss or damage in connection therewith.
Circumstances Beyond SupplyHound’s Control
SupplyHound is not liable for any loss or damage arising out of circumstances beyond SupplyHound’s control. These include but are not limited to electrical or magnetic damage to, or erasure of, electronic or photographic images, data or recordings; any defect or characteristic related to the nature of the Shipment, even if known to SupplyHound; any act or omission by a person not employed or contracted by SupplyHound - e.g. Sender, Receiver, third party, customs or other government official; “Force Majeure” - e.g. earthquake, cyclone, storm, flood, fog, war, plane crash, embargo, riot, civil commotion, or industrial action.
Sender’s Warranties and Indemnities
Sender shall indemnify and hold SupplyHound harmless for any loss or damage arising out of Sender’s failure to comply with the following warranties and representations: all information provided by Sender or its representatives is complete and accurate; the Shipment is acceptable for transport under TSA regulations; the Shipment was prepared in secure premises by reliable persons and was protected against unauthorized interference during preparation, storage and any transportation to SupplyHound; Sender has complied with all applicable customs, import, export, data protection laws, sanctions, embargos and other laws and regulations; and Sender has obtained all necessary consents in relation to personal data provided to SupplyHound including Receiver’s data as may be required for transport, customs clearance and delivery, such as e-mail address and mobile phone number.
Routing
Sender agrees to all routing and diversion, including the possibility that the Shipment may be carried via intermediate stopping places.