SYNCSHIP LLC TERMS OF SERVICE

IMPORTANT CONTRACT NOTICE

These Terms form a binding business-to-business agreement. By creating an Account, clicking to accept, signing an Order Form, or using the Platform, Customer agrees to these Terms. Section 31 contains an agreement to arbitrate certain disputes, a waiver of jury trial, and a waiver of class or representative proceedings. An eligible U.S. Customer may reject arbitration by following the opt-out procedure in Section 31.9 within 30 days after first accepting these Terms.

SYNCSHIP IS A SOFTWARE AND SHIPPING-TECHNOLOGY PROVIDER. SYNCSHIP IS NOT A MOTOR CARRIER, POSTAL OPERATOR, FREIGHT FORWARDER, CUSTOMS BROKER, INSURER, BANK, OR PAYMENT PROCESSOR. TRANSPORTATION, MARKETPLACE, PAYMENT, AND OTHER THIRD-PARTY SERVICES ARE GOVERNED BY THE PROVIDER'S OWN TERMS IN ADDITION TO THIS AGREEMENT.

PART I — THE ACCOUNT AND PLATFORM

1. THE AGREEMENT

1.1 Parties and scope

These Terms of Service (the “Terms”) are between SyncShip LLC, a New Jersey limited liability company (“SyncShip,” “we,” “us,” or “our”), and the business or other legal organization that accepts them (“Customer”). They govern Customer's access to and use of SyncShip's websites, applications, dashboards, application programming interfaces, integrations, documentation, shipping tools, related support, and any other service that expressly refers to these Terms (collectively, the “Platform”).

The person accepting for Customer represents that the person has authority to bind Customer. If that representation is not true, the person must not accept or use the Platform for that organization.

1.2 Contract documents

The agreement between the parties (the “Agreement”) consists of:

• these Terms, including both Schedules;
• any plan confirmation, online checkout confirmation, quote, statement of work, or order form accepted by both parties (each, an “Order Form”);
• any service-specific, carrier-program, data-processing, security, or API addendum accepted by both parties; and
• operational policies shown in the Platform that are expressly identified as part of the Agreement.

The Privacy Policy posted on the Site explains how SyncShip handles personal information. It is a privacy notice and is not intended to reduce rights or obligations stated in a signed data-processing addendum.

1.3 Order of priority

If contract documents conflict, a signed addendum controls over an Order Form, an Order Form controls over these Terms, and these Terms control over an operational policy. A document changes the limitation-of-liability or dispute provisions only if it identifies the provision being changed and clearly states the agreed change. Carrier, marketplace, payment-provider, and other third-party terms govern the third party's own services.

1.4 Acceptance and electronic records

Customer accepts the Agreement by clicking an acceptance control, creating or using an Account, signing an Order Form, or otherwise indicating assent. Customer agrees that electronic records, notices, and signatures may be used in connection with the Agreement and transactions on the Platform. Customer may retain a copy by downloading or printing these Terms. Nothing in this subsection requires a person to use electronic records where applicable law provides otherwise.

2. DEFINITIONS

Capitalized words have the meanings below or where first defined.

• “Account” means Customer's registered workspace on the Platform.
• “Authorized User” means Customer's employee, contractor, agent, fulfillment provider, or other individual whom Customer permits to use the Account for Customer's business.
• “Carrier” means a postal administration, parcel carrier, freight provider, consolidator, last-mile provider, or other transportation company whose services may be accessed or referenced through the Platform.
• “Carrier Charge” means postage, transportation charges, fuel or other surcharges, address or dimensional corrections, pickup charges, return charges, and any other amount assessed by a Carrier or carrier-service provider for a Shipment or label.
• “Connected Service” means a third-party marketplace, storefront, Carrier account, payment service, fulfillment system, software application, or other service linked to the Account.
• “Customer Data” means information submitted to, transmitted through, or made available to the Platform by or for Customer, including order, item, sender, recipient, and Shipment information. Customer Data does not include Usage Data.
• “Documentation” means SyncShip's then-current user and technical instructions made available for the Platform.
• “Fees” means subscription, usage, feature, professional-service, support, and other amounts payable to SyncShip, excluding Carrier Charges and other Third-Party Charges unless expressly stated.
• “Program Rates” means Carrier services or rates made available through an arrangement of SyncShip, an affiliate, or a carrier-service provider instead of Customer's own direct Carrier account.
• “Shipment” means goods for which Customer uses the Platform to prepare, purchase, manage, track, or transmit shipping information.
• “Site” means sync-ship.com and any successor website operated by SyncShip.
• “Subscription Term” means the monthly, annual, or other committed period stated at enrollment or in an Order Form.
• “SyncShip Balance” means the restricted Account ledger described in Schedule 1.
• “Third-Party Charge” means an amount charged by a Carrier, marketplace, payment provider, insurer, tax authority, customs authority, or other third party in connection with Customer's use of the Platform.
• “Usage Data” means technical, operational, statistical, and performance information about use of the Platform that does not identify an individual or Customer when disclosed outside SyncShip.

3. BUSINESS ELIGIBILITY AND AUTHORITY

3.1 Business use only

The Platform is offered for commercial use by merchants and other organizations. It is not offered for personal, family, or household purposes. Customer must be legally organized or conducting a lawful business and may use the Platform only where SyncShip makes the relevant service available.

3.2 Age and capacity

Each individual who creates or uses an Account must be at least 18 years old and at least the age of legal majority in that individual's location. Customer may not permit a minor or a person lacking legal capacity to use the Platform.

3.3 Accurate registration

Customer must provide accurate, current, and complete registration, billing, tax, business, and contact information and keep it updated. SyncShip may request reasonable evidence of identity, business existence, beneficial ownership, authority, tax status, address, or eligibility for a Carrier or payment program. Customer authorizes SyncShip and its service providers to verify submitted information as permitted by law.

3.4 Availability by location

Access from a country does not mean that every feature, Carrier, payment method, rate, or integration is available or lawful there. SyncShip may restrict enrollment, functionality, funding methods, or shipping lanes based on operational capability, provider requirements, risk, or law.

4. ACCOUNT ADMINISTRATION AND SECURITY

4.1 Customer administrator

Customer will designate at least one Account administrator. An administrator may add or remove Authorized Users, assign permissions, connect third-party services, approve purchases, change settings, and take other actions that bind Customer. Customer is responsible for choosing appropriate administrators and reviewing their access.

4.2 Responsibility for users

Customer is responsible for all conduct through its Account, including conduct of Authorized Users and any person who obtains access because Customer failed to protect credentials. Customer must ensure that its users comply with the Agreement. References to Customer's actions include actions of its Authorized Users.

4.3 Credential protection

Credentials and API keys must be unique to the assigned user or integration and may not be shared except through an approved credential-management feature. Customer must use reasonable security controls, including multifactor authentication when offered, least-privilege permissions, supported software, and prompt removal of access for departed or reassigned personnel.

4.4 Security incidents

Customer must promptly notify SyncShip at info@sync-ship.com if it suspects unauthorized Account access, credential disclosure, fraudulent label activity, or another security incident affecting the Platform. Customer must take reasonable steps requested by SyncShip to contain the issue, such as resetting credentials, revoking tokens, or pausing integrations. SyncShip may temporarily restrict access while investigating a credible security risk.

5. PLATFORM LICENSE AND CUSTOMER RESPONSIBILITIES

5.1 License grant

During the applicable Subscription Term and subject to the Agreement, SyncShip permits Customer and its Authorized Users to access and use the Platform and Documentation solely for Customer's internal business shipping and fulfillment operations. This permission is non-exclusive and may not be transferred or sublicensed. Rights not expressly granted remain with SyncShip and its licensors.

5.2 Customer's operational responsibility

The Platform assists with workflows; it does not replace Customer's business judgment. Before tendering any Shipment, Customer must review and approve the service, sender and recipient information, package measurements, item description, declared value, customs data, dangerous-goods status, delivery options, and label. Customer remains responsible when it relies on a default, imported field, suggested value, automation rule, or prior setting.

5.3 Authorized service providers

Customer may permit a fulfillment provider or contractor to use the Account solely to perform services for Customer. Customer remains responsible for that provider. Unless an Order Form expressly permits a multi-client or service-bureau use case, Customer may not use one Account to provide Platform access, labels, or rates to unaffiliated businesses.

5.4 Documentation and cooperation

Customer will follow Documentation and provide information and reasonable cooperation needed for SyncShip to supply support, investigate misuse, reconcile charges, or meet a legal or provider obligation. SyncShip is not responsible for a delay or failure caused by incomplete, inaccurate, or late information from Customer.

6. PLATFORM OPERATION, SUPPORT, AND CHANGES

6.1 Service operation

SyncShip will use commercially reasonable efforts to operate the Platform. Maintenance, upgrades, third-party outages, security events, internet conditions, and events beyond reasonable control may interrupt or reduce functionality. No uptime, response-time, or service-level commitment applies unless stated in a signed Order Form or service-level addendum.

6.2 Support

Support channels, hours, response targets, and included support levels are described in the applicable plan or Documentation and may differ by feature or region. A response target is an operational goal rather than a warranty unless an Order Form expressly states otherwise.

6.3 Platform modifications

SyncShip may improve, replace, add, or discontinue Platform features. If SyncShip materially removes a core paid feature during a prepaid Subscription Term and does not provide a reasonably comparable replacement, Customer may notify SyncShip within 30 days after the removal. SyncShip may restore the feature, provide a substitute, or allow termination of the affected paid service with a prorated refund of unused prepaid subscription Fees. This remedy does not apply to changes required by law or a third party, beta features, free features, or features that Customer did not purchase.

6.4 Third-party dependencies

Some functions depend on Carriers, marketplaces, cloud infrastructure, payment networks, mapping providers, or other third parties. SyncShip may modify or stop an affected integration when a third party changes or withdraws access, and SyncShip is not responsible for the third party's decision or performance.

PART II — PLANS, FEES, AND PAYMENT

7. PLANS, USAGE, AND PRICING

7.1 Plan selection

Features, Authorized User limits, Shipment volumes, data retention, support, integrations, and other entitlements depend on Customer's plan. The plan description displayed at purchase or stated in an Order Form forms part of the Agreement.

7.2 Usage measurement

SyncShip may measure usage reasonably associated with plan limits, billing, security, and capacity planning. If Customer exceeds a plan entitlement, SyncShip may charge disclosed overage Fees, require an upgrade, limit the affected feature after notice, or offer a different plan. SyncShip will not use a usage limit to prevent Customer from retrieving data that applicable law requires SyncShip to provide.

7.3 Price changes

SyncShip may change list prices and plan structure. For an existing paid subscription, a price increase normally takes effect at the next renewal after at least 30 days' notice, unless the increase results from a tax, Carrier Charge, third-party pass-through cost, usage outside plan limits, or a change Customer requests. An Order Form may provide different price-protection terms.

7.4 Taxes

Fees exclude sales, use, value-added, goods and services, withholding, and similar transaction taxes unless the checkout or invoice says otherwise. Customer is responsible for taxes associated with its purchase, other than taxes measured by SyncShip's net income. If law requires Customer to withhold an amount, Customer will gross up the payment so that SyncShip receives the amount it would have received without withholding, unless a signed Order Form states otherwise or law prohibits gross-up. Customer must provide valid exemption documentation before billing when claiming an exemption.

8. SUBSCRIPTIONS, RENEWAL, AND PLAN CHANGES

8.1 Subscription Term

A paid subscription begins on the date stated at checkout or in the Order Form and continues for its Subscription Term. Unless the enrollment screen or Order Form says the subscription is non-renewing, it automatically renews for successive periods equal to the expiring term until cancelled in accordance with this Section.

8.2 Renewal authorization

Customer authorizes SyncShip's payment provider to charge the then-current subscription Fee and applicable taxes to the designated payment method at each renewal. SyncShip will disclose the recurring nature of the subscription at enrollment and will provide renewal notices when required by applicable law or the Order Form.

8.3 Cancellation

Customer may stop future renewal through the cancellation controls available in the Account or, if those controls are unavailable, by contacting info@sync-ship.com from an authorized Account email. Cancellation takes effect at the end of the current paid Subscription Term. Customer retains access through that date, subject to the Agreement.

8.4 Upgrades and downgrades

An upgrade may take effect immediately, with a prorated charge or credit shown before confirmation. A downgrade ordinarily takes effect at the next renewal and may reduce features, limits, retention, or access. Customer is responsible for exporting data and changing workflows before a downgrade. SyncShip will not downgrade without Customer's instruction except as a remedy for nonpayment, misuse, or expiration of a promotional entitlement.

8.5 No refund for partial terms

Except where the Agreement expressly provides a remedy or applicable law requires otherwise, subscription Fees are non-refundable and unused time is not credited. Cancellation does not reverse Fees already due, Carrier Charges, Third-Party Charges, or charges incurred before cancellation takes effect.

9. TRIALS, PROMOTIONS, AND BETA FEATURES

9.1 Trials and promotions

A trial or promotional offer is governed by its displayed eligibility, duration, limits, and conversion terms. Unless the offer says otherwise, a trial is limited to one per Customer and may be changed or withdrawn before enrollment. If payment information is collected for a trial that converts to a paid subscription, SyncShip will disclose the conversion date and price before Customer enrolls. Customer must cancel before the disclosed conversion time to avoid the first paid charge.

9.2 Beta and preview features

Features identified as beta, pilot, preview, early access, evaluation, or experimental (“Beta Features”) may be incomplete, inaccurate, or discontinued without notice. Customer uses Beta Features for evaluation at its own risk and must not rely on them for regulated, safety-critical, or irreversible decisions. Beta Features are provided without service levels, support commitments, or warranties, and may be subject to additional confidentiality or testing terms.

9.3 Feedback from testing

Customer may provide observations and suggestions about Beta Features. SyncShip may use that feedback under Section 24.3 without identifying Customer publicly. Customer must not disclose nonpublic Beta Features, benchmark results, screenshots, or related documentation when SyncShip designates them confidential.

10. BILLING AND PAYMENT AUTHORIZATION

10.1 Payment methods

SyncShip may make available credit or debit cards, ACH or other bank debit, PayPal, Apple Pay, Google Pay, or additional methods through third-party payment providers. Availability depends on region, currency, provider eligibility, and transaction type. The payment provider's terms and privacy notice also apply to its services.

10.2 Recurring and transaction charges

Customer authorizes SyncShip and its payment providers to charge the selected payment method for:

• subscription Fees and renewals;
• usage, add-on, professional-service, and support Fees;
• Carrier Charges and Third-Party Charges that the Platform discloses as payable through SyncShip;
• funding transactions Customer initiates or automatic funding Customer enables for SyncShip Balance;
• post-transaction Carrier corrections, reversals, chargebacks, and other amounts Customer owes under the Agreement; and
• applicable taxes and collection costs.

The amount and timing of transaction-based charges may vary with Customer's activity and later assessments by third parties. A separate payment authorization, checkout disclosure, or bank mandate may supply additional terms and will control for the payment transaction if it conflicts with this subsection.

10.3 Bank debit notices

For any preauthorized electronic debit that varies in amount, SyncShip or its payment provider will provide notices required by applicable law or obtain Customer's lawful authorization for a specified range or method of determining the amount. Nothing in the Agreement waives a right that cannot legally be waived. Customer must use a payment account that it is authorized to use for business purposes.

10.4 Failed or reversed payments

If a payment is declined, returned, reversed, disputed, or charged back, SyncShip may retry the payment, reverse a related credit, debit SyncShip Balance, suspend purchases or Platform access, and recover the unpaid amount. Customer must reimburse bank, network, processor, Carrier, and reasonable collection charges caused by a failed or unauthorized payment, except to the extent the failure resulted from SyncShip's error.

10.5 Billing disputes

Customer must review invoices and Account activity and notify SyncShip of a good-faith billing dispute within 30 days after the charge or statement first becomes available. The notice must identify the amount, date, and basis for dispute and include supporting records. This review period does not shorten a non-waivable legal right or a Carrier's shorter adjustment deadline. Undisputed amounts remain payable while the parties investigate.

11. DELINQUENT AMOUNTS AND COLLECTION

Amounts not paid when due may accrue interest at the lesser of 1.0% per month or the maximum lawful rate, beginning after any legally required grace period. SyncShip may apply payments and credits to Customer's oldest obligations first. Customer will reimburse reasonable costs of collecting undisputed delinquent amounts, including collection-agency fees, court costs, and attorneys' fees where permitted. SyncShip may offset an amount it owes Customer against a matured amount Customer owes SyncShip, except where law prohibits offset.

12. PROFESSIONAL SERVICES AND ORDER FORMS

12.1 Statements of work

Configuration, migration, implementation, training, consulting, or custom development is provided only under an Order Form or statement of work describing scope, assumptions, responsibilities, schedule, and Fees (“Professional Services”). Estimates depend on Customer's timely access, decisions, personnel, data, and systems.

12.2 Changes and delays

Either party may request a scope change. A change is binding only when authorized representatives agree in writing to the effect on deliverables, schedule, and Fees. SyncShip is not responsible for delay caused by Customer, a Connected Service, or a dependency outside SyncShip's reasonable control.

12.3 Acceptance and remedy

If an Order Form contains acceptance criteria, Customer must test promptly and give a detailed rejection notice within the stated review period. If no period is stated, the review period is 10 business days after delivery. For a material failure to meet agreed criteria, SyncShip will use commercially reasonable efforts to correct or reperform the affected Professional Service. If SyncShip cannot do so after a reasonable opportunity, Customer's exclusive contractual remedy is a refund of the Fees paid for the deficient, unusable portion.

12.4 Reusable materials

Customer owns its Customer Data and materials it supplied. SyncShip retains ownership of its Platform, tools, templates, connectors, general know-how, routines, and pre-existing or reusable materials. Upon payment, Customer may use a deliverable created specifically for Customer with the Platform for Customer's internal business purposes, subject to any different ownership terms in the Order Form.

PART III — STORES, CARRIERS, AND SHIPMENTS

13. CONNECTED STORES, MARKETPLACES, AND OTHER SERVICES

13.1 Customer's authorization

When Customer connects a Connected Service, Customer instructs and authorizes SyncShip to access, receive, use, transform, and transmit information through that service as needed to perform Customer's requested workflows. This may include importing orders, products, recipient details, inventory, and store settings and exporting labels, tracking events, fulfillment status, and related records.

13.2 Third-party accounts and terms

Customer must maintain all rights, accounts, permissions, licenses, and consents needed for each Connected Service. Customer's relationship with the provider—including fees, account standing, data rights, service levels, and disputes—is between Customer and that provider. Customer must comply with the provider's current developer, acceptable-use, data-protection, and marketplace rules.

13.3 Changes, revocation, and data quality

A provider may change its API, restrict data, expire credentials, impose rate limits, or suspend access. SyncShip does not control those actions. Customer must promptly reconnect or reauthorize a service when requested. SyncShip is not responsible for a missing, duplicated, delayed, or inaccurate record caused by the Connected Service, Customer's configuration, a network failure, or data that Customer or a third party supplied.

13.4 Customer verification

Customer must compare important Platform outputs with the source Connected Service, particularly before shipping, cancelling, refunding, updating inventory, or representing order status to a buyer. Customer is responsible for avoiding duplicate fulfillment and for resolving discrepancies with its buyers and Connected Service providers.

13.5 Recipient and marketplace data

Customer may use personal information obtained from a Connected Service only for purposes allowed by the provider, Customer's notices, applicable law, and Section 22. Customer must not use order or recipient information imported through a restricted marketplace API for unrelated advertising, profiling, data brokerage, or any purpose the provider prohibits.

14. CARRIER CONNECTIONS AND THE SHIPPING RELATIONSHIP

14.1 Two ways to obtain Carrier services

The Platform may allow Customer to:

• connect a Carrier account held directly by Customer (“Customer Carrier Account”); or
• purchase a label using Program Rates made available through SyncShip or a carrier-service provider.

Availability, eligibility, pricing, features, and billing differ between these methods. A Carrier or program provider may require additional terms, verification, minimums, deposits, or operational controls.

14.2 SyncShip is not the Carrier

SyncShip supplies technology that helps Customer select and purchase Carrier services. The Carrier accepts, transports, stores, customs-clears, and delivers the Shipment. Except where a specific service addendum expressly states otherwise, SyncShip does not take possession or control of goods and is not a party performing transportation. The Carrier's tariff, service guide, bill-of-lading terms, postal standards, and other conditions govern transportation and may limit claims or liability.

14.3 Customer as shipper

Customer is the shipper, mailer, consignor, or merchant responsible for the Shipment, even when a Program Rate or another party's payment arrangement is used. Customer is responsible for its products, packaging, declarations, recipients, returns, taxes, and compliance. A label's display of an account number, permit, return address, or program identifier does not transfer those responsibilities to SyncShip.

14.4 Customer Carrier Accounts

When Customer uses a Customer Carrier Account, Customer authorizes SyncShip to submit shipment and billing information to that Carrier on Customer's behalf. Customer is responsible for maintaining the account in good standing and paying the Carrier directly unless the Platform expressly states otherwise. Rates and charges shown may be based on information from the Carrier and may differ from Customer's final Carrier invoice.

14.5 Program eligibility

Program Rates may be limited by origin, destination, volume, product type, account standing, Carrier approval, or other criteria. SyncShip or the provider may add, change, suspend, or withdraw a Program Rate when the Carrier, law, risk, or commercial arrangement requires. Customer may not represent a Program Rate as its own negotiated Carrier rate, resell access to it, disclose confidential pricing, or use it outside the Account and approved shipping activity.

15. RATE DISPLAY AND SERVICE SELECTION

15.1 Estimates, not final invoices

A displayed rate is calculated from the information available at the time of the request. It may exclude or estimate later Carrier Charges, taxes, duties, remote-area fees, brokerage, pickup charges, special handling, currency conversion, and corrections. The final amount is determined after the Carrier measures, scans, routes, and processes the Shipment.

15.2 Pricing components

A rate made available through the Platform may include amounts charged by the Carrier or program provider and compensation, service fees, or margin retained by SyncShip. Customer receives the price displayed and accepted for the transaction, subject to later adjustments described in Section 17. SyncShip is not required to disclose its underlying provider cost unless law or a signed agreement requires it.

15.3 No lowest-rate promise

The Platform may compare available services, but it does not promise that every Carrier or service is included or that a displayed option is the cheapest, fastest, or best option available in the market. Results depend on Customer's settings, eligibility, Connected Services, and data. Customer decides which service meets its needs.

15.4 Delivery commitments

Transit times, delivery dates, pickup windows, and money-back guarantees come from the Carrier. They are estimates or Carrier commitments, not SyncShip commitments. Weather, peak volume, customs, address issues, recipient availability, force majeure, and Carrier exceptions may affect them. Customer is responsible for determining whether and how to request a Carrier guarantee refund within the Carrier's deadline.

16. LABELS, AUTOMATION, TRACKING, AND FULFILLMENT STATUS

16.1 Label creation

Customer must provide complete and accurate Shipment information and inspect each label before use. Customer may use a label only for the Shipment, package, service, date range, and route for which it was created. A label may not be altered, duplicated, reused, transferred to another merchant, or applied to multiple packages.

16.2 Package data

Customer must enter actual packaged weight and external dimensions using appropriate calibrated equipment and must select truthful package type, contents, special services, and addresses. Customer may not divide, conceal, or misdescribe a Shipment to avoid charges or restrictions.

16.3 Automation rules

Rules, presets, mapping, artificial-intelligence-assisted fields, and batch actions execute according to Customer's configuration and available data. Customer must test rules before broad deployment, monitor results, and maintain exception handling. SyncShip does not know whether a rule remains suitable for Customer's products or obligations.

16.4 Manifests and tender

Where a Carrier requires a manifest, scan form, end-of-day process, or acceptance record, Customer is responsible for completing it on time and retaining evidence that the Carrier received the Shipment. Generating a label or tracking number does not prove tender, custody, acceptance, or mailing.

16.5 Tracking and status data

Tracking events and predicted delivery information are supplied by Carriers and other third parties. They may be delayed, incomplete, or corrected. SyncShip may transmit tracking and fulfillment status to Connected Services, but Customer must monitor exceptions and verify material status before making commitments, refunds, or inventory decisions.

16.6 Labels supplied to third parties

If Customer sends a label to a supplier, return customer, warehouse, or other third party, Customer remains responsible for that person's use of the label and the resulting charges, contents, declarations, and compliance. Customer should disclose only the information needed for the transaction.

17. CARRIER ADJUSTMENTS, SURCHARGES, AND RECONCILIATION

17.1 Later assessments

Carriers and program providers may audit Shipments after label purchase or delivery. They may assess additional or reduced charges for weight, dimensions, package type, address correction, residential or remote delivery, fuel, handling, oversize characteristics, declared value, return service, pickup, customs, or another service condition (“Carrier Adjustment”).

17.2 Customer payment authorization

Customer is responsible for every Carrier Adjustment attributable to its Account or label. Customer authorizes SyncShip to debit SyncShip Balance or charge the payment method on file for a Carrier Adjustment and related tax, even if the assessment occurs after delivery, cancellation, suspension, or termination. If the Carrier issues a downward correction or approved credit, SyncShip will apply the amount it receives to the Account after accounting for any related reversal or unpaid obligation.

17.3 Evidence and disputes

Carrier scan, measurement, imaging, classification, and billing records may be used to support an adjustment. Customer may submit a dispute through the available support process with evidence requested by SyncShip. Customer must do so within the shorter of 15 days after SyncShip posts the adjustment or the time remaining under the Carrier's rule. SyncShip may forward the dispute but does not decide the Carrier's result and does not guarantee recovery.

17.4 Discrepancies and negative amounts

If SyncShip Balance is insufficient, Customer must promptly fund the shortfall or permit a charge to the payment method. SyncShip may block new labels and apply later credits to the deficit. A delay in posting an adjustment does not release Customer from an amount validly assessed within the provider's allowable period.

18. VOIDING LABELS AND SHIPPING CREDITS

18.1 Void requests

Customer may request a void only through the method and within the period shown in the Platform. Eligibility depends on the Carrier and service. A request is not an approval, and an unused label is not automatically cancelled merely because Customer did not print or tender it.

18.2 Conditions

A Carrier may deny or reverse a void if a label was scanned, manifested, tendered, duplicated, used after the request, outside the request deadline, or otherwise ineligible. Customer must keep the Account active and in good standing while a request is pending and must not use a label after requesting its void.

18.3 Form and timing of credit

When SyncShip receives or confirms an approved refund for a Program Rate label, SyncShip generally credits the net refundable amount to SyncShip Balance. The credit may exclude nonrefundable Fees, payment costs, or third-party amounts. Timing depends on the Carrier and may take several weeks. Labels purchased through a Customer Carrier Account are refunded by that Carrier under Customer's direct agreement.

18.4 Reversals

If a Carrier later determines that a refunded label was used or that the credit was erroneous, Customer authorizes SyncShip to reverse the credit and recover the resulting amount under Section 17 and Schedule 1.

19. INTERNATIONAL SHIPPING, CUSTOMS, AND CROSS-BORDER TAXES

19.1 Customer's cross-border role

Unless a separately accepted service expressly states otherwise, Customer—not SyncShip—is the exporter, importer, seller, and party responsible for customs and trade compliance. SyncShip does not act as Customer's customs broker, legal adviser, tax adviser, or exporter or importer of record.

19.2 Required information

Customer must provide accurate item descriptions, quantities, values, currency, country of origin, tariff or commodity codes, party identities, end use, and any license, certificate, or permit information. Customer may not use vague descriptions, artificially low values, false gifts, incorrect origin, or split shipments to evade law, tax, screening, or Carrier rules.

19.3 Duties, taxes, and brokerage

Customer must select appropriate delivery-duty treatment and clearly communicate it to the recipient. Customer is responsible for duties, import taxes, brokerage, storage, return, abandonment, disbursement, and similar charges allocated to sender under the selected service or incurred because a recipient refuses payment. Unless the Platform expressly includes an estimate, these amounts are not part of a label price.

19.4 Inspections and government action

Customs authorities, Carriers, and other lawful authorities may open, inspect, hold, reroute, return, seize, destroy, or require abandonment of a Shipment. SyncShip is not responsible for those actions. Customer must respond to information requests and bear resulting costs unless the authority or Carrier determines otherwise.

19.5 Sanctions and export controls

Customer may not use the Platform for a transaction prohibited by U.S. sanctions or export-control law or by applicable trade law in the origin, destination, transit, or party location. Customer must screen parties and destinations, determine classification and licensing, and avoid sanctioned, denied, or restricted parties. SyncShip may screen transactions, request documentation, reject or pause activity, and make a legally required report without liability for resulting delay.

20. PROHIBITED AND CONDITIONALLY PERMITTED SHIPMENTS

20.1 General rule

Customer may not use the Platform to facilitate an illegal Shipment or any item that the selected Carrier prohibits. An item that is lawful to possess may still be nonmailable, nontransportable, restricted by route or mode, or subject to special packaging, labeling, documentation, training, quantity, age-verification, or licensing requirements.

20.2 Examples requiring special review

Depending on law and Carrier rules, restricted items may include dangerous or hazardous materials, batteries, aerosols, flammable liquids, chemicals, dry ice, alcohol, tobacco or vaping products, pharmaceuticals, controlled substances, medical specimens, biological materials, firearms or weapons, ammunition, live animals, plants, food, perishables, currency, negotiable instruments, precious materials, high-value goods, adult material, and goods subject to intellectual-property, wildlife, cultural-property, or import restrictions. This list is illustrative and not a statement that any listed item is accepted.

20.3 Hazardous materials

Customer is the offeror of any hazardous material it tenders and is responsible for classification, packaging, markings, labels, shipping papers, training, registrations, emergency information, and modal restrictions. For U.S. shipments, Customer must comply with applicable U.S. Department of Transportation requirements and, when using USPS, current USPS Publication 52 and other postal standards. Customer may use a Platform hazardous-material workflow only after determining that the item, service, route, and packaging are eligible.

20.4 Prohibited conduct

Customer may not ship stolen, counterfeit, fraudulent, infringing, illegal, or unlawfully obtained goods; proceeds of crime; items intended to harm a person or property; or items concealed or misdeclared to defeat screening. SyncShip may cancel a label, preserve records, suspend the Account, or cooperate with a Carrier or authority when it reasonably suspects prohibited conduct.

20.5 Customer should obtain specialist advice

SyncShip's interface, warning, or lack of warning is not a legal determination that an item may be shipped. Customer must consult the selected Carrier and qualified legal, dangerous-goods, customs, or tax professionals when needed.

21. SHIPPING PROTECTION, INSURANCE, RETURNS, AND FULFILLMENT PARTNERS

21.1 Optional protection

The Platform may allow Customer to purchase declared-value coverage, shipping protection, or insurance from a Carrier or third-party provider. The certificate, policy, exclusions, deductible, valuation rules, filing deadline, and claims decision are controlled by that provider's terms. SyncShip is not the insurer, underwriter, or claims adjuster unless an addendum expressly identifies SyncShip in that role.

21.2 Claims

Customer must retain proof of value, packaging, condition, tender, tracking, correspondence, and other evidence required for loss or damage claims. Customer must file within the provider's deadline and cooperate with inspection or salvage requirements. Label purchase, declared value, or claim submission does not guarantee payment. SyncShip may assist with transmission of a claim but does not control the result or timing.

21.3 Uninsured and excluded losses

Customer bears risk of loss that is uninsured, exceeds a coverage limit, falls within an exclusion, or is denied. Platform Fees and Carrier Charges do not include insurance unless the transaction expressly identifies a separate protection charge.

21.4 Returns

Customer is responsible for its return policy and for authorizing return labels. Return labels are subject to the same accuracy, adjustment, restriction, payment, and compliance terms as outbound labels. Customer must monitor pay-on-use or scan-based return labels because a Carrier may charge when the label enters its network.

21.5 Fulfillment and 3PL connections

If Customer links a warehouse, third-party logistics provider, dropshipper, supplier, or other fulfillment partner, Customer authorizes the exchange of data and instructions needed for that partner's work. Customer is responsible for selecting and supervising the partner, allocating inventory, confirming orders, and resolving the partner's errors. SyncShip is not responsible for the partner's possession, storage, picking, packing, tender, labor, inventory, or service charges.

PART IV — DATA, INTELLECTUAL PROPERTY, AND LEGAL TERMS

22. CUSTOMER DATA, PRIVACY, AND SECURITY

22.1 Customer ownership

As between the parties, Customer retains its rights in Customer Data. Customer grants SyncShip and its subcontractors a worldwide, non-exclusive right during the Agreement to host, copy, process, transmit, display, and otherwise use Customer Data only as reasonably needed to provide, secure, support, and improve the Platform; perform Customer's instructions; prevent fraud; comply with provider requirements; and meet legal obligations.

22.2 Customer's compliance duties

Customer represents that it has all rights and lawful bases needed to provide Customer Data and instruct SyncShip to process it. Customer is responsible for its privacy notices, choices, consents, data-subject responses, retention decisions, and instructions. Customer must not submit personal information that is unnecessary for shipping and fulfillment or categories of sensitive information that the Documentation does not support.

22.3 Recipient information

Customer will use recipient and buyer information only for lawful order, delivery, support, fraud-prevention, and other properly disclosed purposes. Customer must not sell or disclose that information for unrelated purposes or use it in violation of marketplace restrictions. Customer is responsible for the privacy conduct of its Authorized Users and fulfillment partners.

22.4 Privacy Policy and data-processing addendum

SyncShip's Privacy Policy, available through the Site, describes SyncShip's data practices. If applicable data-protection law requires a processor agreement, the parties will enter SyncShip's then-current data-processing addendum. A signed data-processing addendum governs its subject matter if it conflicts with these Terms.

22.5 Security program

SyncShip will maintain reasonable administrative, technical, and physical safeguards designed for the nature of Customer Data and the Platform. No internet or storage system is completely secure, and SyncShip does not warrant that an unauthorized person can never defeat safeguards. Each party will promptly take reasonable steps within its control to mitigate a confirmed security incident affecting the other party's data or systems.

22.6 Subcontractors and international processing

Customer authorizes SyncShip to use cloud, communications, analytics, support, payment, Carrier, and other subcontractors needed to operate the Platform. Customer Data may be processed in the United States and other locations where SyncShip or its providers operate, subject to applicable transfer safeguards and a data-processing addendum where required.

22.7 Usage Data

SyncShip may generate and use Usage Data to operate, secure, analyze, benchmark, and improve its services and to create statistics. SyncShip will not publicly disclose Usage Data in a form that identifies Customer or an individual, except with permission or as required by law.

22.8 Legal requests

SyncShip may preserve and disclose Customer Data when it reasonably believes disclosure is required by law, valid legal process, or an enforceable provider obligation, or is necessary to protect the rights, safety, and security of SyncShip, Customers, Carriers, or the public. When legally permitted and practicable, SyncShip will direct a request to Customer or notify Customer before disclosure.

23. CONFIDENTIALITY

23.1 Confidential Information

“Confidential Information” means nonpublic information disclosed by one party (“Discloser”) to the other (“Recipient”) that is marked confidential or should reasonably be understood as confidential from its nature and circumstances. Customer Data, nonpublic security information, pricing designated confidential, product roadmaps, and Beta Features are Confidential Information. Confidential Information does not include information that Recipient can document: was already lawfully known without restriction; becomes public without Recipient's breach; is received lawfully from a third party without a duty of confidence; or is independently developed without using Discloser's information.

23.2 Protection and permitted use

Recipient will use Confidential Information only to exercise rights and perform obligations under the Agreement. Recipient will protect it with at least reasonable care and may disclose it only to personnel, professional advisers, subcontractors, and financing or transaction sources who need to know and are bound by confidentiality duties. Recipient is responsible for their handling of the information.

23.3 Required disclosure

If law or legal process requires disclosure, Recipient may disclose the required portion. When lawful and practicable, Recipient will give Discloser advance notice and reasonable assistance, at Discloser's expense, to seek protection.

23.4 Duration and remedies

These confidentiality duties continue during the Agreement and for three years afterward; protection for trade secrets continues while they remain trade secrets under applicable law. Unauthorized disclosure may cause harm not adequately repaired by money alone, so either party may seek appropriate injunctive relief in addition to other available remedies.

24. SYNCSHIP TECHNOLOGY, CONTENT, AND FEEDBACK

24.1 SyncShip property

SyncShip and its licensors own the Platform, Documentation, Site content, designs, workflows, software, APIs, models, databases, compilations, trademarks, service marks, and related intellectual-property rights, including modifications and derivative technology. Customer does not acquire ownership by paying Fees, providing feedback, or configuring the Platform.

24.2 Restrictions

Except where applicable law does not permit the restriction, Customer may not:

• copy, modify, translate, sell, lease, sublicense, distribute, or create a derivative product from the Platform or Documentation;
• reverse engineer, decompile, disassemble, or attempt to discover source code, nonpublic APIs, models, methods, or underlying structure;
• bypass security, usage controls, plan limits, or access restrictions;
• remove proprietary notices or misrepresent the source of Platform output;
• use the Platform to build, train, validate, or benchmark a competing product without SyncShip's prior written consent; or
• access the Platform to conduct unauthorized vulnerability testing or publish performance results in a misleading manner.

24.3 Feedback

If Customer voluntarily provides an idea, suggestion, correction, or other feedback about the Platform, Customer grants SyncShip a perpetual, irrevocable, worldwide, transferable, sublicensable, royalty-free right to use and commercialize it without restriction or attribution. This does not give SyncShip a right to identify Customer publicly or use Customer's trademarks.

24.4 Customer content

Customer may upload logos, templates, messages, product information, and other content for its workflows. Customer retains ownership and grants SyncShip the limited rights in Section 22.1. Customer represents that the content and its use do not infringe or violate another person's rights.

24.5 Copyright complaints

A person who believes content hosted on the Platform infringes copyright may send a notice to info@sync-ship.com with the subject “Copyright Notice” and the information required by applicable law, including identification of the protected work and material, contact information, a good-faith statement, an accuracy-and-authority statement, and a physical or electronic signature. SyncShip may request additional information and may remove or restrict content when appropriate. This contact provision does not represent that SyncShip has made any registration or designation not separately shown in an official registry.

25. API AND DEVELOPER ACCESS

25.1 API license

If SyncShip provides Customer with API access, SyncShip grants Customer a limited right during the Subscription Term to call the documented API solely to integrate Customer's own systems with the Platform for Customer's permitted business use. API access is part of the Platform and remains subject to all plan, payment, data, security, and shipping provisions.

25.2 Keys and application security

Customer must keep API keys, client secrets, refresh tokens, and signing materials confidential; store them using accepted security practices; limit them to necessary systems; rotate them when requested or compromised; and never place secrets in public code, client-side software, logs, tickets, or repositories. Customer is responsible for calls authenticated with its credentials.

25.3 Technical limits

Customer will follow Documentation, supported authentication, schema, versioning, pagination, retry, idempotency, and rate-limit requirements. Customer may not intentionally create excessive calls, defeat quotas, use rotating identities to avoid controls, interfere with other users, or continue calling an endpoint after access has been revoked. SyncShip may throttle or block traffic to protect security and reliability.

25.4 Data and caching

Customer may request, cache, and retain API data only as needed for its permitted workflow and in compliance with applicable law and Connected Service terms. Customer must apply access controls and deletion rules appropriate to recipient and marketplace data and must delete data or tokens when the relevant permission or business need ends.

25.5 Prohibited API use

Customer may not use the API to scrape or create a standalone database of rates, addresses, labels, tracking, or marketplace data; resell or sublicense API access; provide Program Rates to an unauthorized party; enable fraudulent or prohibited Shipments; probe for data belonging to another customer; or create an integration that misleads users about SyncShip or a third-party provider.

25.6 Monitoring and changes

SyncShip may monitor API traffic for billing, capacity, support, compliance, and security. SyncShip may issue new versions and retire old versions after reasonable notice when practicable. Immediate changes may be made to address a security risk, legal duty, or third-party requirement. Customer is responsible for maintaining its integration.

25.7 Third-party developers

If Customer authorizes a third-party developer to use its API credentials or Account, Customer does so at its own risk and remains responsible. SyncShip may require the developer to accept separate terms or register an application. Customer must revoke access when the relationship ends.

26. ACCEPTABLE USE AND PLATFORM INTEGRITY

26.1 Lawful use

Customer will use the Platform only for lawful business purposes and in compliance with the Agreement, Documentation, privacy and communications laws, anti-corruption laws, trade controls, Carrier and marketplace rules, and the rights of others.

26.2 Misuse prohibited

Customer may not use or assist another person to use the Platform to:

• commit fraud, evade payment, launder proceeds, conceal identity, or generate unauthorized labels;
• gain unauthorized access to an account, system, data set, or network;
• transmit malware, destructive code, denial-of-service traffic, spam, or deceptive communications;
• harvest, sell, or misuse personal information or credentials;
• impersonate a person or misstate affiliation, authorization, address, package data, or transaction facts;
• harass, threaten, exploit, or unlawfully discriminate against a person;
• infringe intellectual-property, privacy, publicity, or other rights;
• interfere with Platform operation, security, audit trails, or another customer's use; or
• avoid a suspension, plan limit, eligibility decision, rate restriction, or provider control through duplicate accounts or another person's credentials.

26.3 Monitoring and investigation

SyncShip may use automated and manual controls to detect fraud, security threats, prohibited activity, and provider violations. Customer will reasonably cooperate with an investigation and provide records necessary to confirm Shipment, payment, identity, authorization, or compliance. SyncShip is not required to disclose confidential detection methods or information that law or a provider prevents it from sharing.

26.4 Corrective action

SyncShip may reject a transaction, hold a label purchase, require additional verification, limit a feature, revoke a token, notify an affected provider, or suspend the Account when reasonably necessary to address suspected misuse, safety, nonpayment, legal risk, or provider requirements. SyncShip will use proportionate measures where practicable.

27. THIRD-PARTY SERVICES AND LINKS

27.1 Independent providers

Connected Services, Carriers, payment providers, insurers, mapping services, tax tools, websites, and other third-party products are independent from SyncShip. References, links, interoperability, or availability through the Platform do not constitute a warranty, agency relationship, or endorsement.

27.2 Customer's decision

Customer decides whether to use a third-party service and is responsible for reviewing its terms, privacy practices, pricing, security, and suitability. SyncShip is not liable for the third party's acts, omissions, data, content, products, suspension, rate changes, or service availability.

27.3 Data exchange

Once Customer directs SyncShip to send information to a third party, that third party's handling is governed by its own relationship with Customer and applicable law. SyncShip remains responsible for its own transmission and processing obligations under the Agreement.

28. SUSPENSION, TERMINATION, AND ACCOUNT CLOSURE

28.1 Suspension by SyncShip

SyncShip may suspend all or part of the Platform immediately when reasonably necessary because of:

• overdue or reversed payment, a negative SyncShip Balance, or credible payment fraud;
• a security incident, compromised credential, attack, or risk to the Platform or another person;
• suspected illegal, prohibited, deceptive, or abusive activity;
• Customer's material breach of the Agreement;
• a Carrier, marketplace, payment provider, authority, or other essential provider requiring the action;
• a sanctions, export, court, or regulatory concern; or
• use that materially threatens stability, availability, or data integrity.

When practicable and lawful, SyncShip will notify Customer of the reason and steps available to restore access. Suspension does not excuse amounts already incurred or prevent SyncShip from processing adjustments and refunds.

28.2 Termination for breach

Either party may terminate an affected service if the other party materially breaches the Agreement and does not cure the breach within 10 days after written notice. No cure period is required for a breach that cannot reasonably be cured, deliberate fraud, unlawful activity, serious security misuse, insolvency where immediate termination is lawful, or repeated substantially similar breaches.

28.3 Termination for convenience

Customer may terminate by cancelling renewal under Section 8.3. SyncShip may end a month-to-month service on 30 days' notice. SyncShip may end a longer prepaid subscription without cause on 30 days' notice and will refund the unused portion of prepaid subscription Fees for the period after termination. This refund does not include Carrier Charges, Third-Party Charges, consumed usage, Professional Services, or promotional credit.

28.4 Effect of termination

When the Account closes:

• Customer's license and Authorized User access end;
• Customer must stop using SyncShip credentials, APIs, Documentation, and Program Rates;
• accrued Fees, Carrier Charges, Third-Party Charges, deficits, and later Carrier Adjustments remain payable;
• Connected Service permissions may be revoked;
• Customer must use or address SyncShip Balance as stated in Schedule 1; and
• each party must return or destroy the other's Confidential Information on request, subject to routine backups, legal retention, and continuing obligations.

28.5 Data retrieval and deletion

Before cancellation takes effect, Customer should export needed data using available tools. Unless a different retention period is stated in an Order Form, SyncShip may allow an Account administrator to request a standard export for 30 days after subscription access ends, provided the Account is in good standing and retrieval is technically and legally permissible. After the applicable period, SyncShip may delete or de-identify Customer Data according to its retention practices and legal duties. SyncShip is not required to retain data indefinitely or in a format not ordinarily supported.

28.6 Survival

Payment obligations and Sections concerning confidentiality, intellectual property, feedback, data retained after termination, disclaimers, liability, indemnification, disputes, and miscellaneous interpretation survive to the extent their nature requires. Schedule 1 survives for unsettled label transactions, credits, refunds, adjustments, and deficits.

29. WARRANTIES AND DISCLAIMERS

29.1 Limited performance promise

SyncShip warrants that it will provide paid Platform services in a professional and workmanlike manner consistent with generally accepted industry practice. Customer must report a material breach of this promise with reasonable detail within 30 days after discovering it. SyncShip will use commercially reasonable efforts to correct the affected service; if correction is not reasonably possible, SyncShip may terminate it and refund unused prepaid subscription Fees for the affected period. This is Customer's exclusive contractual remedy for breach of this subsection.

29.2 Disclaimer

EXCEPT FOR THE EXPRESS PROMISE IN SECTION 29.1 AND TO THE FULLEST EXTENT THE LAW ALLOWS, THE PLATFORM, BETA FEATURES, DOCUMENTATION, RATE RESULTS, LABELS, TRACKING INFORMATION, SUPPORT, AND PROFESSIONAL SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” SYNCSHIP DISCLAIMS IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, QUIET ENJOYMENT, AND WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

29.3 No promised outcome

SyncShip does not warrant that the Platform will be uninterrupted, error-free, secure against every threat, compatible with every system, or sufficient for Customer's legal obligations. SyncShip does not guarantee marketplace synchronization, Carrier acceptance, rate availability, lowest price, pickup, transit time, delivery, customs clearance, tracking accuracy, adjustment outcome, refund, insurance recovery, sales result, or business savings.

29.4 Third-party matters

SyncShip makes no warranty for transportation or a product or service supplied by a Carrier, marketplace, payment provider, insurer, fulfillment partner, or other third party. Customer's remedies for a third party's service are governed by Customer's rights against that provider.

29.5 Mandatory rights

These disclaimers do not exclude a warranty, guarantee, remedy, or other right that applicable law does not permit the parties to exclude. Schedule 2 provides additional regional qualifications.

30. LIMITATION OF LIABILITY AND INDEMNIFICATION

30.1 Excluded categories of loss

TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE UNDER OR IN CONNECTION WITH THE AGREEMENT FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES; LOSS OF PROFITS, REVENUE, SALES, SAVINGS, GOODWILL, OR BUSINESS OPPORTUNITY; BUSINESS INTERRUPTION; OR LOSS, CORRUPTION, OR RECONSTRUCTION OF DATA, EVEN IF ADVISED THAT SUCH LOSS COULD OCCUR.

30.2 SyncShip's aggregate cap

TO THE FULLEST EXTENT PERMITTED BY LAW, SYNCSHIP'S TOTAL LIABILITY ARISING FROM OR RELATED TO THE AGREEMENT WILL NOT EXCEED THE GREATER OF (A) USD $100 OR (B) THE SUBSCRIPTION AND USAGE FEES CUSTOMER PAID TO SYNCSHIP FOR THE AFFECTED PLATFORM SERVICE DURING THE THREE MONTHS IMMEDIATELY BEFORE THE EVENT FIRST GIVING RISE TO THE CLAIM. THE CALCULATION EXCLUDES POSTAGE, CARRIER CHARGES, THIRD-PARTY CHARGES, TAXES, DUTIES, INSURANCE OR PROTECTION PREMIUMS, PAYMENT-PROCESSING AMOUNTS, AND PROFESSIONAL-SERVICE FEES UNRELATED TO THE CLAIM.

30.3 Application of limitations

The exclusions and cap apply across all theories of liability and to a series of related events as one claim. They allocate risk and apply even if a limited remedy does not achieve its essential purpose. They do not increase a third party's liability or require SyncShip to pay an amount that is the responsibility of a Carrier or another provider.

30.4 Matters not limited

Nothing in the Agreement limits liability to the extent limitation is prohibited by law. The cap in Section 30.2 does not apply to SyncShip's fraud, willful misconduct, or gross negligence as finally determined by a court or arbitrator, or to its express indemnity obligation under Section 30.6. The exclusions in Section 30.1 and cap do not limit Customer's obligation to pay amounts due, Customer's misuse of SyncShip intellectual property, or Customer's indemnity obligations. Regional limits appear in Schedule 2.

30.5 Customer indemnity

Customer will defend SyncShip, its affiliates, and their personnel against a third-party claim and indemnify them from damages, judgments, settlements, penalties, and reasonable legal fees arising from:

• Customer Data, Customer content, or Customer's instructions;
• Customer's products, Shipments, packaging, declarations, returns, or communications with buyers and recipients;
• Customer's violation of law, sanctions, Carrier or marketplace rules, or the Agreement;
• an allegation that Customer content or Customer's use of data infringes another person's rights; or
• conduct of Customer's Authorized Users, fulfillment partners, developers, or persons using Customer's labels or credentials.

Customer has no obligation to the extent a claim was caused by SyncShip's breach of the Agreement, gross negligence, or willful misconduct.

30.6 SyncShip intellectual-property indemnity

SyncShip will defend Customer against a third-party claim alleging that Customer's authorized use of the paid Platform directly infringes a U.S. patent, copyright, or trademark, and will indemnify Customer from damages and reasonable legal fees finally awarded or included in a settlement approved by SyncShip. SyncShip has no obligation for a claim arising from Customer Data or content, third-party services, modifications not made by SyncShip, use contrary to the Agreement or Documentation, combination with items not supplied by SyncShip, continued use after notice, or a free or Beta Feature.

If such a claim appears likely, SyncShip may obtain continued use rights, modify or replace the affected function with a materially comparable one, or terminate the affected service and refund unused prepaid subscription Fees. This subsection states Customer's exclusive contractual remedy for third-party intellectual-property claims about the Platform.

30.7 Indemnity procedure

The party seeking indemnity must promptly notify the indemnifying party, provide reasonable cooperation at the indemnifying party's expense, and allow the indemnifying party to control defense and settlement. Late notice reduces obligations only to the extent it materially prejudices the defense. A settlement may not admit fault by, impose nonmonetary duties on, or fail to release the indemnified party without that party's written consent, not to be unreasonably withheld.

31. DISPUTE RESOLUTION; ARBITRATION; CLASS AND JURY WAIVERS

31.1 Read this Section carefully

This Section changes how certain disputes are resolved. Except for the stated exceptions and where applicable law prohibits it, Customer and SyncShip agree to resolve covered disputes through individual binding arbitration instead of a lawsuit before a judge or jury.

31.2 Informal dispute notice

Before filing arbitration or a non-emergency court claim, a party must send a written notice describing the parties, Account, relevant facts, requested relief, and a good-faith calculation of any monetary demand (“Dispute Notice”). A notice to SyncShip must be mailed to SyncShip LLC, Attn: Legal Notice, 360 Florence Ave, Hillside, NJ 07205, USA, and emailed to info@sync-ship.com with “Legal Notice” in the subject. SyncShip will send notice to Customer's Account administrator and legal or billing address. Authorized business representatives will attempt to resolve the matter for 45 days after receipt. A limitations period is tolled during that period where the law permits.

31.3 Agreement to arbitrate

If the matter is not resolved, any dispute, claim, or controversy arising from or relating to the Agreement, the Platform, an Account, or the parties' relationship—including a dispute about formation, scope, enforceability, or termination—will be decided by binding arbitration. The Federal Arbitration Act governs this arbitration agreement. The arbitrator, rather than a court, decides issues of arbitrability, except that a court decides the validity of the class-action waiver in Section 31.6.

31.4 Administrator and rules

The American Arbitration Association (“AAA”) will administer the arbitration under its then-current Commercial Arbitration Rules and, when applicable, its Expedited Procedures. The rules are available at adr.org. One neutral arbitrator will hear the matter unless the parties agree otherwise. If AAA cannot or will not administer, a court with jurisdiction will select a neutral administrator that applies materially similar commercial procedures.

31.5 Location, format, and award

The legal seat of arbitration is Union County, New Jersey, but the arbitrator may conduct conferences and hearings remotely or at another mutually convenient location. The arbitration will be in English unless the parties agree otherwise. The arbitrator may grant any individual remedy a court could grant under governing law, must issue a reasoned written award, and may allocate fees and attorneys' fees only as the Agreement, applicable law, or AAA rules permit. Judgment on the award may be entered in a court with jurisdiction.

31.6 Individual proceedings only

ARBITRATION WILL PROCEED ONLY BETWEEN SYNCSHIP AND THE INDIVIDUAL CUSTOMER. NEITHER PARTY MAY BRING OR PARTICIPATE IN A CLASS, COLLECTIVE, CONSOLIDATED, COORDINATED, MASS, PRIVATE-ATTORNEY-GENERAL, OR REPRESENTATIVE PROCEEDING IN ARBITRATION. THE ARBITRATOR MAY NOT COMBINE CLAIMS OF DIFFERENT CUSTOMERS OR AWARD RELIEF FOR A PERSON WHO IS NOT A PARTY, EXCEPT THAT THE PARTIES MAY AGREE TO CONSOLIDATE RELATED CLAIMS.

If a court finally determines that a particular request for public injunctive relief or another non-waivable representative remedy cannot be arbitrated individually, only that request will be litigated in court after the arbitrable claims are resolved. If the entire class waiver is finally held unenforceable for a claim, that claim must proceed in court and not in class arbitration.

31.7 Exceptions

Either party may, without first arbitrating:

• bring an eligible individual action in small-claims court;
• seek temporary or preliminary court relief to prevent actual or threatened misuse of intellectual property, unauthorized access, a security breach, or unlawful disclosure of Confidential Information while arbitration is pending;
• ask a court to enforce an arbitration award or this arbitration agreement; or
• pursue collection of an undisputed overdue invoice or payment reversal, provided a disputed defense or counterclaim remains subject to this Section.

31.8 Jury-trial waiver for court matters

FOR A DISPUTE THAT PROCEEDS IN COURT, EACH PARTY KNOWINGLY AND VOLUNTARILY WAIVES TRIAL BY JURY TO THE EXTENT THE LAW PERMITS. This waiver does not prevent an eligible small-claims action.

31.9 Thirty-day arbitration opt-out

A U.S. Customer may reject Sections 31.3 through 31.6 by sending a notice within 30 days after the date Customer first accepts these Terms. The notice must state Customer's legal name, Account email, business address, and an unambiguous decision to opt out of arbitration, and must be signed by an authorized representative. It must be mailed to the address in Section 31.2 or emailed from the Account administrator's address to info@sync-ship.com with “Arbitration Opt-Out” in the subject. Opting out does not change any other part of the Agreement and has no adverse effect on service. An opt-out applies only to that Customer and Agreement and not to a later agreement accepted after Account closure.

31.10 Time to bring claims

To the extent law permits, a claim must be filed within six months after the claimant knew or reasonably should have known the facts giving rise to it; otherwise the claim is barred. This contractual period does not apply where a longer period cannot lawfully be shortened, or to a claim for unpaid charges.

31.11 Regional application

This Section applies only to the extent enforceable in Customer's location. Schedule 2 preserves non-waivable rights and identifies additional regional treatment. If arbitration is unavailable or Customer timely opts out, Section 32 governs court proceedings.

32. GOVERNING LAW AND COURTS

The Agreement is governed by the laws of the State of New Jersey, without regard to conflict-of-law principles, and by applicable U.S. federal law. The United Nations Convention on Contracts for the International Sale of Goods does not apply. For a dispute not required to be arbitrated, the parties submit to the exclusive jurisdiction of the state courts located in Union County, New Jersey, and the United States District Court for the District of New Jersey, except for an eligible small-claims action or a proceeding to enforce an arbitration award in another jurisdiction. Each party waives an objection based on personal jurisdiction or inconvenient forum. Schedule 2 controls to the extent mandatory regional law requires a different result.

33. CHANGES TO THESE TERMS

33.1 Prospective changes

SyncShip may revise these Terms to address Platform changes, provider requirements, security, law, or business practices. SyncShip will post the revised version and update its “Last Updated” date. For a change that materially reduces Customer's rights or increases Customer's obligations, SyncShip will provide advance notice through the Account or by email at least 30 days before the change takes effect, unless a shorter period is reasonably necessary for law, security, fraud prevention, or a third-party requirement.

33.2 Customer's choice

Material changes apply prospectively. If Customer does not agree, Customer must stop using the affected service and cancel before the effective date. Continued use after that date constitutes acceptance. A change will not retroactively alter a dispute already described in a Dispute Notice, and a posted change cannot amend a signed Order Form during its committed term unless the Order Form permits it.

34. NOTICES AND ELECTRONIC COMMUNICATIONS

34.1 Notices to Customer

SyncShip may send operational and legal notices to the Account administrator's email, display them in the Platform, or mail them to Customer's address. Customer must keep those details current and configure email systems to receive SyncShip communications. Email notice is considered received when sent unless SyncShip receives a permanent delivery failure; an in-Platform notice is received when displayed; and mailed notice is received three business days after dispatch.

34.2 Notices to SyncShip

Except where a Section provides a specific method, legal notices to SyncShip must be sent to SyncShip LLC, 360 Florence Ave, Hillside, NJ 07205, USA, with a copy to info@sync-ship.com. Routine support and cancellation requests should use the Platform or support contact rather than legal-notice delivery.

34.3 Service communications

Customer may not opt out of transactional, security, billing, Carrier, and Account messages necessary to provide the Platform. Marketing communications are governed by Customer's communication choices and applicable law.

35. PUBLIC-SECTOR AND REGULATED CUSTOMERS

The Platform is commercial computer software and commercial computer software documentation developed at private expense. A U.S. government entity receives only the rights granted to other Customers under the Agreement, subject to applicable procurement law. Any government-specific, education, healthcare, financial-services, defense, or other regulated requirement—including special audit, records, accessibility, data-location, security, or sovereign-immunity terms—applies only if SyncShip agrees in a signed addendum before Customer submits regulated data or relies on the requirement. Customer is responsible for determining whether the Platform is approved for its regulated use.

36. GENERAL CONTRACT TERMS

36.1 Independent contractors

The parties are independent contractors. The Agreement does not create an employment, fiduciary, partnership, franchise, joint-venture, agency, brokerage, or transportation relationship. Neither party may bind the other except as expressly authorized for Platform transactions.

36.2 Assignment

Customer may not assign or transfer the Agreement, an Account, or Program Rate access without SyncShip's prior written consent, except to a successor in a merger or sale of substantially all Customer assets that is not a direct competitor of SyncShip and agrees in writing to the Agreement. Customer must notify SyncShip before the transfer. SyncShip may assign the Agreement to an affiliate or in connection with a merger, financing, reorganization, or sale of all or substantially all of the relevant business. An unauthorized assignment is void to the extent law permits.

36.3 Force majeure

Neither party is liable for delay or failure, other than Customer's obligation to pay amounts already incurred, caused by an event beyond reasonable control, such as natural disaster, severe weather, epidemic, war, terrorism, civil disorder, labor disruption, internet or utility failure, cyberattack not caused by failure to use reasonable safeguards, government action, transportation interruption, or failure of an essential third-party network. The affected party will use reasonable efforts to reduce the impact and resume performance.

36.4 Entire agreement and reliance

The Agreement is the complete agreement about its subject and replaces prior or contemporaneous proposals, discussions, and understandings about that subject. Each party acknowledges that it is not relying on a statement not contained in the Agreement, but this does not exclude liability for fraud. A purchase order or vendor-portal term supplied by Customer is for administrative convenience only and does not amend the Agreement unless SyncShip expressly signs it.

36.5 No waiver; severability

A failure or delay to enforce a provision is not a waiver. A waiver must be written and applies only to the stated instance. If a provision is unenforceable, it will be modified to the minimum extent needed to make it enforceable, or severed if modification is not possible; the remainder continues in effect. Section 31.6 has its own severability rule for class or representative claims.

36.6 No third-party beneficiaries

Except for persons expressly entitled to defense or indemnity under Section 30, the Agreement creates no right for a person who is not a party. Carriers and other providers may enforce their own terms and restrictions, not this Agreement, unless an addendum expressly says otherwise.

36.7 Interpretation

Headings and the Document Guide are for convenience. “Including” means “including without limitation.” Singular and plural include each other as context requires. A reference to law includes amendments and successor provisions. “Written” includes an electronic record that can be retained. A party's approval may not be unreasonably withheld when the Agreement expressly says approval is required and does not grant sole discretion.

36.8 Language

The English version is the controlling version to the extent law permits. A translation is provided for convenience unless it expressly states that it is an official controlling version. The parties request that the Agreement and related communications be prepared in English where such a request is legally effective.

36.9 Counterparts and electronic acceptance

An Order Form or addendum may be signed in counterparts and through electronic signature, each of which is treated as an original and together form one instrument.

36.10 Contact

Questions about these Terms may be sent to info@sync-ship.com or mailed to SyncShip LLC, 360 Florence Ave, Hillside, NJ 07205, USA.

SCHEDULE 1 — SYNCSHIP BALANCE AND CARRIER LABEL TRANSACTIONS

This Schedule applies whenever Customer funds or uses SyncShip Balance or purchases a Program Rate label. If a transaction screen clearly provides a more specific term for that transaction, that specific term supplements this Schedule.

S1.1 NATURE AND PERMITTED USE OF SYNCSHIP BALANCE

SyncShip Balance is a restricted bookkeeping ledger maintained within Customer's Account. It is intended solely to record value available for purchasing postage and Carrier labels through the Platform and to record corrections, reversals, and refunds attributable to those label transactions. It may not be used to pay subscription Fees, Professional Services, merchandise, general bills, unrelated purchases, insurance or protection premiums, customs duties, or taxes that are not part of a Carrier label transaction.

SyncShip Balance is not designed as a bank or deposit account, escrow account, general-purpose payment account, money-transfer service, or investment. It does not earn interest, is not insured by the Federal Deposit Insurance Corporation or another deposit-insurance program, and may not be transferred to another customer, assigned, sold, pledged, withdrawn at an ATM, or used outside the Platform.

S1.2 FUNDING

Manual funding

Customer may initiate a funding transaction using an available payment method. A third-party payment provider processes the payment. SyncShip credits SyncShip Balance only after receiving satisfactory confirmation, although a provisional credit may appear earlier. Processing times, limits, holds, and payment-method availability may vary.

Automatic funding

Customer may choose to enable automatic funding by selecting a balance threshold and funding amount or another displayed rule. Customer authorizes a charge each time the rule is triggered. Customer may disable automatic funding prospectively through the Account, but disabling it does not cancel a charge already initiated or an amount already owed. Any additional bank mandate or payment-provider authorization also applies.

Funding limits and review

SyncShip may set minimums, maximums, velocity limits, reserves, or review periods based on payment method, Account history, program rules, or risk. SyncShip may reject, delay, or reverse a funding credit if payment is unconfirmed, unauthorized, returned, disputed, linked to fraud, or prohibited by law.

S1.3 LABEL PURCHASES AND PROGRAM RATES

When Customer confirms a Program Rate label purchase, SyncShip deducts the displayed transaction amount from SyncShip Balance. SyncShip or its service provider may use its payment arrangement with the Carrier to obtain the label, while Customer remains responsible for the Shipment and is treated as the shipper or merchant as stated in Section 14.

The displayed price may incorporate provider charges and SyncShip compensation or margin. Program Rates are licensed for Customer's approved shipments only. Customer may not resell a label or rate, provide access to another merchant, extract prices to create a rate feed, or use a label for a package different from the one declared.

S1.4 ADJUSTMENTS, DEFICITS, AND SETOFF

Carrier Adjustments, refund reversals, chargebacks, and transaction corrections may be posted after the original label purchase. Customer authorizes SyncShip to deduct them from SyncShip Balance. If the deduction would create or increase a negative balance, Customer must immediately fund the deficit, and SyncShip may charge the payment method on file under Section 10.

SyncShip may use later funding, label refunds, promotional credits where allowed, and other amounts payable to Customer to satisfy a negative balance or overdue Carrier transaction. Customer remains liable after Account closure for an adjustment relating to a label purchased before closure.

S1.5 LABEL REFUNDS AND CREDITS

A refund request is governed by Section 18 and the Carrier's eligibility and deadline. An approved Program Rate refund is credited to SyncShip Balance, not paid as cash or returned to a payment card, except where applicable law requires another method or SyncShip expressly agrees. A refund may be delayed until Carrier approval and may be reversed if the label is later used or found ineligible.

Promotional, courtesy, and bonus credits are not Customer-funded value, have no cash value, may carry an expiration date, and may be revoked if issued in error or obtained through abuse. SyncShip will apply an expiration only if it was disclosed or is permitted by law.

S1.6 ACCOUNT CLOSURE AND UNUSED BALANCE

Customer should stop automatic funding and use a remaining positive SyncShip Balance for eligible labels before requesting Account closure. Unless law requires otherwise or SyncShip agrees in writing, Customer-funded SyncShip Balance is non-withdrawable and non-refundable. SyncShip may maintain limited Account access for a reasonable period so Customer can use eligible remaining value, provided the Account is lawful, secure, and in good standing.

If continued label use is unavailable because SyncShip permanently discontinues the applicable Balance service without replacing it, SyncShip will provide a legally compliant method to address verified Customer-funded value after deducting deficits, reversals, and amounts due. SyncShip may require identity, ownership, and payment-source verification before any legally required return. Dormant or unclaimed amounts may be reported or transferred to a government authority as required by unclaimed-property law.

S1.7 RECORDS AND ERRORS

Customer must review Balance entries and promptly report a suspected error. SyncShip may correct a clerical, duplicate, provisional, or mistaken entry and will provide an explanation on request. Platform records are evidence of transactions but may be rebutted with reliable payment, Carrier, or Account records. Payment-provider and bank error rights continue where applicable.

S1.8 NO CREDIT EXTENSION

A negative Balance or delayed charge does not constitute a loan, line of credit, or permission to continue purchasing labels. SyncShip may require prepayment, impose a reserve, or suspend label access until all amounts are settled.

SCHEDULE 2 — REGIONAL AND MANDATORY-LAW PROVISIONS

S2.1 GENERAL INTERNATIONAL APPLICATION

The Platform is a business service. Customer represents that it acquires and uses the Platform in trade, for a business, and not primarily for personal, family, or household purposes. Customer is responsible for local registrations, tax treatment, employment rules, import and export requirements, data-protection compliance, and permissions needed to use the Platform in its location.

The choice of New Jersey law and the dispute provisions do not deprive Customer of a protection that the law applicable to Customer does not permit a business to waive. If this Schedule conflicts with another provision solely because of mandatory regional law, this Schedule controls only to the extent and for the Customer to which that law applies.

S2.2 AUSTRALIA

Nothing in the Agreement excludes, restricts, or modifies a consumer guarantee, right, or remedy under the Australian Consumer Law or another law that cannot lawfully be excluded, including protections that may apply to qualifying small-business standard-form contracts. Where SyncShip is permitted to limit a remedy for failure to comply with a non-excludable guarantee relating to services, SyncShip's liability is limited, at SyncShip's option, to supplying the affected services again or paying the reasonable cost of having them supplied again. That limitation does not apply where it would not be fair and reasonable or is otherwise prohibited.

Section 30 does not exclude liability for death or personal injury caused by negligence, fraud, willful misconduct, or another liability that Australian law does not permit to be excluded. The arbitration, class-waiver, and foreign-venue provisions apply only to the extent enforceable for the particular dispute.

S2.3 CANADA

Federal and provincial rights that cannot be waived remain in effect. The disclaimers, liability limits, automatic-renewal terms, electronic notices, and dispute provisions apply only to the extent permitted in the applicable province or territory. Customer confirms that it uses the Platform for business purposes. If a provincial law requires proceedings or notices in that province, that requirement controls for the affected matter.

S2.4 NEW ZEALAND

Customer represents that it acquires the Platform in trade and for business purposes. To the extent legally permitted, the parties agree to contract out of provisions of the New Zealand Consumer Guarantees Act 1993 and Fair Trading Act 1986 that permit contracting out for a business transaction, and they agree that doing so is fair and reasonable in the circumstances. This paragraph does not contract out of any provision that cannot lawfully be excluded. Liability for a non-excludable right remains subject only to limits that New Zealand law permits.

S2.5 UNITED KINGDOM AND EUROPEAN ECONOMIC AREA

Nothing excludes or limits liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, breach of an obligation that cannot lawfully be limited, or another matter for which exclusion is prohibited. Any exclusion or limitation subject to a statutory reasonableness or fairness test applies only to the extent it satisfies that test.

Overriding mandatory rules of the applicable forum or place of performance remain effective. A court or arbitration provision applies only to the extent enforceable under applicable law and any controlling written addendum. Customer and SyncShip will enter appropriate data-transfer and processor terms where required for personal-data processing.

S2.6 MEXICO, UNITED ARAB EMIRATES, SAUDI ARABIA, AND OTHER MIDDLE EAST OR GULF JURISDICTIONS

Mandatory commercial, tax, electronic-transactions, import/export, sanctions, and data-protection laws in Customer's jurisdiction continue to apply. Customer confirms business use and authority to accept an English-language cross-border contract. Any arbitration, governing-law, interest, indemnity, or limitation provision that local law will not enforce will be applied to the greatest lawful extent and adjusted only as needed for the affected jurisdiction. SyncShip may require a local addendum before enabling a regulated payment method, Carrier program, or data flow.

S2.7 OTHER JURISDICTIONS

For a Customer elsewhere, non-waivable local law qualifies the Agreement only to the minimum extent required. If a material provision cannot be enforced as written, the parties will replace it with a lawful provision that most closely preserves the commercial allocation of responsibility and risk.

END OF TERMS OF SERVICE