These Terms of Service ("Terms") are an agreement between Hundred Technologies, Inc., a Delaware corporation doing business as Shipline ("Shipline," "we," "us"), and the business that creates an account with or uses our services ("Customer," "you"). By creating an account, clicking to accept, or using the Services, you agree to these Terms. If you accept on behalf of a company, you confirm you have authority to bind it.
The Services are for businesses only. They are not offered to consumers or to anyone under 18.
1. Definitions
- "Services" means the Shipline website, web application, quoting site, the Shippie AI agent, the shipment workspace, integrations, APIs, and related support.
- "Agent" or "Shippie" means the AI agent provided as part of the Services, under whatever name you give it.
- "Counterparties" means your shippers, prospective shippers, carriers, customs brokers, drayage providers, suppliers, and other third parties who interact with the Services through your deployment.
- "Customer Data" means data that you, your Users, or your Counterparties submit to the Services, or that we collect on your behalf through the Services, including rates, shipment records, documents, messages, and contact details.
- "Customer Materials" means your website content, names, logos, trademarks, brand assets, rate sheets, standard operating procedures, and knowledge base content.
- "Active Shipment" means a booking that is moved to active status in the shipment workspace, by you or by the Agent at your direction, so that the shipment is being worked through the Services.
- "Output" means content generated by the Services, including quotes, messages, summaries, and data extracted from documents.
- "Users" means your employees and contractors whom you authorize to use the Services.
2. The Services
2.1 Free Services. The quoting site and the Agent's support features are provided at no charge. We may change, limit, or discontinue free features, and will give reasonable notice where practical.
2.2 Paid Services. The shipment workspace and the Agent's shipment features are charged per Active Shipment as described in Section 8.
2.3 Beta features. Features we identify as beta, preview, or early access are provided as is, may change or be withdrawn, and may be less reliable than other features.
2.4 Setup. We may help you load rates, configure integrations, and connect your domain. You are responsible for the accuracy and completeness of everything you provide to us.
2.5 Availability. The Services are available only to businesses organized and operating in the United States, Canada, and Mexico. Your Counterparties may be located anywhere, subject to Section 12.
2.6 Accounts. You are responsible for your Users, for keeping login links and credentials secure, and for all activity under your account. Tell us promptly at security@shipline.co if you suspect unauthorized access.
3. What Shipline Is Not
Shipline is a software provider. We are not a freight forwarder, non-vessel-operating common carrier, ocean transportation intermediary, motor carrier, freight broker, indirect air carrier, customs broker, insurer, bank, or money transmitter. We do not take possession of, arrange, or carry cargo, and we are not a party to any contract between you and a Counterparty.
You are solely responsible for the services you provide to your customers, your pricing and quotes, your licenses and registrations (including any required by the Federal Maritime Commission, U.S. Customs and Border Protection, or the Federal Motor Carrier Safety Administration), your contracts, and all cargo claims.
4. Your Website, Brand, and Materials
4.1 Authorization. When you give us a website address or domain, you confirm that you own or control it and you authorize us to access, copy, and analyze its content to build and operate your Services.
4.2 License to us. You grant us a non-exclusive, worldwide, royalty-free license to use, reproduce, display, and adapt Customer Materials solely to provide the Services, including displaying your name, logo, and brand on your quoting site and in communications sent on your behalf.
4.3 Your promises. You confirm that you have the rights needed to grant this license and that Customer Materials do not infringe or violate anyone else's rights.
4.4 Domains. You are responsible for your domain and for configuring DNS records we ask you to set.
5. The Agent and Communications on Your Behalf
5.1 Your communications. The Agent sends and answers messages to Counterparties in your name, under your brand, and according to your settings. Communications sent through the Services are your communications, and you are responsible for them as if your own staff had sent them.
5.2 Your controls. You decide which actions the Agent takes on its own, which require your confirmation, and which are escalated to your team. You are responsible for configuring these settings, reviewing escalations promptly, and supervising the Agent's use.
5.3 Consent and messaging laws. You are responsible for obtaining and keeping every consent, notice, and opt-in required to contact Counterparties by email, text message, WhatsApp, or any other channel, and for complying with applicable law (including the Telephone Consumer Protection Act and the CAN-SPAM Act) and channel rules (including WhatsApp's business policies). We honor opt-outs and apply frequency and timing limits that you cannot disable.
5.4 Automated interaction disclosures. Some laws require telling people when they are interacting with an automated system or artificial intelligence. You are responsible for determining whether such requirements apply to your use and for enabling any required disclosure. We may add or require disclosures where we reasonably believe the law requires them. You may name the Agent as you choose, but you will not configure or instruct it to deny being automated when a person sincerely asks.
6. AI Output
Output is generated automatically and may be inaccurate, incomplete, or out of date.
- Quotes are produced from the rates, margin rules, and inputs you provide. You are responsible for the accuracy of your rates and for honoring, correcting, or withdrawing quotes as between you and your Counterparties.
- Data extracted from documents may contain errors. Verify it before relying on it or filing it with any authority.
- Do not rely on Output for legal, customs, tariff classification, sanctions, or regulatory determinations without qualified human review.
7. Payments Processed Through the Services
Payment features are provided by third-party payment processors (such as Stripe) and are subject to their terms. Shipline does not hold or control your funds. You are responsible for the invoices you issue, applicable taxes, refunds, chargebacks, and disputes with Counterparties.
8. Fees and Billing
8.1 Free Services. $0.
8.2 Per-shipment fee. $99 per Active Shipment, unless a different price is agreed in a written order form. Each shipment is charged once, when it becomes an Active Shipment. Fees are non-refundable, except that a shipment activated in error and cancelled within 24 hours will not be charged.
8.3 Billing. We bill monthly in arrears to the payment method on file, and you authorize those charges. If payment fails and is not resolved within 10 days of our notice, we may suspend Paid Services.
8.4 Taxes. Fees exclude taxes. You are responsible for all taxes other than taxes on our net income.
8.5 Your pricing. You decide whether and how to reflect our fees in your own pricing, and you are responsible for doing so in compliance with applicable law and your contracts.
8.6 Price changes. We will give at least 30 days' notice of any price change. The change applies from the next billing period.
8.7 Promotions. Promotional pricing or free periods apply only as stated in writing.
9. Customer Data
9.1 Ownership. You own Customer Data.
9.2 License to us. You grant us a license to host, copy, process, transmit, and display Customer Data to provide, secure, support, and improve the Services.
9.3 Aggregated data. We may create and use de-identified and aggregated data derived from use of the Services, which does not identify you, your Counterparties, or any individual, to operate, improve, and develop our products.
9.4 Model training. We will not use Customer Data to train AI models made available to other customers in a way that identifies you or reveals your Customer Data, rates, or Counterparty information.
9.5 Your responsibilities. You are responsible for collecting Customer Data lawfully, giving Counterparties any required privacy notice, and the accuracy of Customer Data.
9.6 Personal data. We process personal data in Customer Data on your behalf and under your instructions, as described in our Privacy Policy. A Data Processing Addendum is available on request at privacy@shipline.co.
9.7 Export and deletion. After termination you may export Customer Data for 30 days. We then delete it in line with our retention practices, except for copies we must keep by law or that remain in routine backups until overwritten.
10. Integrations and Third-Party Services
The Services may connect to third-party services you choose, such as transportation management systems, accounting software, carriers, calendars, and messaging platforms. You authorize us to access and exchange data with them on your behalf. Third-party services are governed by their own terms, and we are not responsible for them.
11. Acceptable Use
You will not, and will not allow others to:
- violate any law or anyone's rights;
- send spam or messages without required consent;
- impersonate any person or misrepresent your affiliation;
- falsify documents, misdescribe cargo, or evade duties, sanctions, or export controls;
- upload malware or interfere with the Services;
- reverse engineer, copy, or scrape the Services, or use them to build a competing product;
- resell or sublicense the Services without our written consent;
- submit sensitive personal data (such as government ID numbers, financial account numbers, or health data) unless the Services require it for a shipment.
12. Sanctions and Export Controls
You confirm that neither you nor your owners are on any U.S. sanctions or restricted party list. You will not use the Services for any transaction involving a sanctioned country, region, or person in violation of U.S. sanctions or export control laws. We may suspend the Services immediately if we believe these laws are at risk.
13. Confidentiality
Each party will protect the other's non-public information with at least reasonable care, use it only to perform under these Terms, and disclose it only to people who need to know it and are bound by similar obligations. This does not apply to information that is public, already known, independently developed, or lawfully received from someone else. A party may disclose information when required by law, after giving notice where permitted.
14. Intellectual Property and Feedback
We own the Services and all related technology. As between the parties, you own Output generated from your Customer Data, subject to our rights in the Services. If you give us feedback, we may use it without restriction or obligation.
15. Publicity
We may identify you as a customer by name and logo. You can opt out at any time by emailing legal@shipline.co.
16. Suspension
We may suspend the Services if you breach Sections 11 or 12, if your use poses a security risk, if fees remain unpaid after notice, or if required by law. We will give notice where practical and restore access once the issue is resolved.
17. Term and Termination
These Terms apply until terminated. You may stop using the Services and close your account at any time. We may terminate for convenience on 30 days' notice, or immediately if you materially breach these Terms and do not cure within 10 days of notice. Fees for Active Shipments before termination remain due. Sections 3, 6, 7, 8 (for accrued fees), 9.3, 9.7, and 13 through 23 survive termination.
18. Disclaimers
We will provide the Services with reasonable skill and care. Otherwise, THE SERVICES AND OUTPUT ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE DISCLAIM ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT OUTPUT WILL BE ACCURATE. We are not responsible for loss of or damage to cargo, shipment delays, demurrage, detention, storage charges, customs penalties, or carrier performance.
19. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW:
(a) NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, BUSINESS, OR DATA, EVEN IF ADVISED OF THEIR POSSIBILITY.
(b) EACH PARTY'S TOTAL LIABILITY ARISING FROM THESE TERMS OR THE SERVICES WILL NOT EXCEED THE GREATER OF (i) THE FEES YOU PAID TO SHIPLINE IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM AND (ii) US $100.
(c) THESE LIMITS DO NOT APPLY TO YOUR PAYMENT OBLIGATIONS, YOUR INDEMNITY OBLIGATIONS, OR YOUR BREACH OF SECTIONS 11 OR 12.
20. Indemnification
You will defend and indemnify Shipline and its officers, employees, and agents against third-party claims, and related losses and reasonable legal fees, arising from: Customer Data or Customer Materials; communications sent on your behalf through the Services; your shipments, quotes, and services to your customers; or your violation of law or these Terms.
21. Governing Law and Disputes
These Terms are governed by the laws of the State of California, without regard to conflict-of-law rules. The state and federal courts located in San Francisco County, California have exclusive jurisdiction, and each party consents to them.
22. Changes to These Terms
We may update these Terms. We will notify you of material changes by email or in the Services at least 30 days before they take effect. Continued use after that date means you accept the updated Terms.
23. General
- Order of precedence. A signed order form controls over these Terms where they conflict.
- Notices. We send notices to your account email. You send notices to legal@shipline.co.
- Assignment. You may not assign these Terms without our consent. We may assign them in a merger, acquisition, or sale of assets.
- Force majeure. Neither party is liable for delays caused by events beyond its reasonable control.
- Relationship. The parties are independent contractors.
- Entire agreement. These Terms, the Privacy Policy, and any order form are the entire agreement on this subject.
- Severability and waiver. If any provision is unenforceable, the rest remain in effect. Failing to enforce a provision is not a waiver.
- Electronic communications. You agree to receive notices and agreements electronically.
