General Introduction
FlashShip.net is an online platform operated and managed by FlashShip Logistics, LLC, comprising a collection of websites, services, tools, and informational content related to our business operations. For the purposes of these Terms of Service, the terms “we,” “our,” and “us” refer to either FlashShip.net or FlashShip Logistics, LLC.
By accessing or using our website, you are granted the right to access all information, tools, and services provided by us, on the condition that you agree to comply with and be bound by all the terms, policies, and notices stated herein or referenced through this document.
Your access, transactions, or interactions with the website constitute your formal participation in our “Services” and signify that you are bound by these current Terms of Service, including any additional conditions published on the website or linked through related references.
These Terms apply to all users of the website, including but not limited to: casual visitors, customers, partners, sellers, and any other parties interacting with our platform.
Recommendation
We strongly encourage you to carefully read these Terms of Service before using any part of the website or placing any orders for products or services. If you do not agree with any of the terms, please discontinue your use of the services immediately.
In the event that these Terms are considered an offer, your continued access to and use of the website shall constitute your full acceptance of all commitments, rights, and obligations set forth herein.
Purpose and Scope of Application
The following terms and conditions contain important information regarding your rights and obligations as a customer, as well as the conditions, limitations, and exceptions that apply when using the products and services provided by FlashShip Logistics, LLC.
These Terms include provisions for arbitration procedures applicable to international customers.
By using our services or placing an order for our products, you acknowledge that you have read, understood, and agreed to all the terms, including obligations regarding indemnification, limitation of liability, governing law, and other legal provisions.
Terms of Use
By placing an order or using any product or service on this website, you hereby confirm that:
- You are of legal age to enter into a binding contract.
- You agree to comply with all applicable terms and conditions.
You are not permitted to place an order, register, or use any of our services if:
- You do not agree with these Terms.
- You are under 18 years of age or below the age of majority as defined by the applicable local laws.
- You are prohibited by law from accessing or using the website or services.
- You intentionally distribute viruses, malware, or any other harmful software that may compromise or damage the system.
LEGAL EFFECT OF THE AGREEMENT
These Terms (“Terms”) constitute a legally binding agreement between you (“Customer”) and FlashShip Logistics, LLC, a limited liability company incorporated in the State of Texas, United States, with its registered address at 1303 E Arapaho Rd #100, Richardson, TX 75081.
FlashShip reserves the right, at its sole discretion, to modify, update, or amend these Terms at any time without prior written notice. Any modifications shall become effective as of the latest revision date indicated at the top of this document. It is your responsibility to review and stay updated on any changes. Your continued use of our services after any updates are published shall constitute your acceptance of those changes.
This Agreement forms an integral part of all other terms, conditions, and policies published on the website. In the event of any conflict, the provisions in this document shall take precedence. The Agreement becomes effective as of the date you accept these Terms.
1. ENGAGEMENT OF SERVICES
1.1. Engagement. Customer hereby retains FlashShip to provide the Services as reasonably requested by Customer and as agreed upon by FlashShip from time to time, contingent upon Customer’s payment of the fees set forth therein, FlashShip agrees to provide such Services.
1.2. Additional/Modified Services. If at any time Customer should desire a change in the scope of Services, Customer shall submit to FlashShip a written proposal specifying the desired changes. FlashShip shall submit to Customer a written response to each such proposal within five (5) working days following receipt thereof. FlashShip’s written response shall include a statement of FlashShip’s availability, as well as any impact the proposed changes will have on the contract price and delivery dates.
2. FEES, EXPENSES & PAYMENT
2.1. Price List Fees. For all Services performed pursuant to these Terms or other requests for Services that reference this Agreement, Customer shall pay FlashShip in accordance with the most current Price List. All payments shall be in United States Dollars. FlashShip shall invoice weekly, where a week is all orders shipped midnight to midnight Sunday through Saturday.
2.2. Payment Due Date. All payments for invoices shall be due within seven (7) days of invoice.
2.3. Disputes. If either of the Parties has a bona fide dispute in respect of the whole or any part of any invoice then the disputing Party shall notify the other Party in writing within fourteen (14) days following submission of the invoice by FlashShip, giving all relevant details of the disputed invoice. Customer shall pay the invoice for the undisputed amount and the Parties shall use commercially reasonable endeavors to resolve any such dispute for the other amounts within fourteen (14) days following notice thereof. Upon resolution of the dispute, Customer shall pay any amounts determined or agreed to be payable to FlashShip within fourteen (14) days. The Parties agree that failure to dispute any invoice within fourteen (14) days following submission of such invoice by FlashShip shall be deemed to waive any later dispute regarding any such matters set forth therein.
2.4. Refunds and Taxes. Except as explicitly stated otherwise in this Agreement, all payments made pursuant to this Agreement are non-refundable. Unless Customer provides FlashShip with a valid tax exemption or direct pay certificate upon execution of this Agreement, Customer is responsible for all taxes, duties, and customs fees which may be assessed on the amounts paid for Products provided and Services performed hereunder, excluding taxes based on FlashShip’s income or payroll. The Parties agree such responsibility shall survive the termination or expiration of this Agreement. The prices set forth on each Price List are exclusive of applicable taxes.
2.5. Late Payments. Customer shall pay the lesser of eighteen percent (18%) annual interest or the highest interest rate allowable under applicable laws for all undisputed invoiced amounts not paid within fourteen (14) days following FlashShip’s delivery of an invoice.
3. RESPONSIBILITIES
3.1. FlashShip Responsibilities. FlashShip shall:
3.1.1. Perform the Services in compliance with all applicable laws; and
3.1.2. Perform the Services in a skilled and workmanlike manner in accordance with recognized industry standards.
3.2. Customer Responsibilities. Customer shall:
3.2.1. Respond promptly to any FlashShip request(s) to provide direction, information, approvals, authorizations, or decisions that are reasonably necessary for FlashShip to perform the Services in accordance with the requirements of this Agreement; and
3.2.2. Provide such Customer materials or information as FlashShip may request in order to carry out the Services in a timely manner and ensure that the materials or information are complete and accurate in all material respects. Customer specifically understands and agrees that Customer must own or hold a valid license to use any and all Intellectual Property Rights necessary for FlashShip to perform the requested Services hereunder, and Customer agrees not to submit any requests for FlashShip’s Services unless and until Customer possesses such rights.
4. AUTOMATED ORDERING
4.1. Interface. If and to the extent mutually agreed upon by the Parties, at any time following the Effective Date, the Parties may work together, acting reasonably and in good faith, to develop, test, and implement an interface between the Customer’s systems and FlashShip’s systems (the “Interface”), such Interface to be used by the Customer for the purpose of submitting Orders to FlashShip, submitting Order modifications or cancellation requests, checking order status, or checking stock levels.
4.2. License. If FlashShip provides an Interface, FlashShip hereby grants to Customer, for the term of this Agreement, a non-exclusive, non-sublicensable, non-transferable, limited license to use, copy, and make derivatives of the Interface solely for the purpose of configuring its own computer systems to be capable of using the Interface and for submitting said orders through the Interface. If Customer provides an Interface, Customer hereby grants to FlashShip, for the term of this Agreement, a non-exclusive, non-sublicensable, non-transferable, limited license to use, copy, and make derivatives of the Interface solely for the purpose of configuring its own computer systems to be capable of using the Interface and for submitting said orders through the Interface.
5. QUALITY ASSURANCE
5.1 General Guaranty. FlashShip ensures that all Services are performed and Products are manufactured professionally, following proper technical and industry standards. However, products may still be damaged or lost during production or shipping. FlashShip does not warrant or guarantee against damages from normal wear and tear, shipping, handling by third parties, or misuse. The Customer agrees that FlashShip is not liable for any indirect, consequential, incidental, or unforeseen damages, including natural disasters. Risk of loss or damage to Products remains with FlashShip only until the order is handed over to the shipping carrier at FlashShip’s warehouse. Any loss or damage after this point is the responsibility of the recipient or carrier.
5.2. Subcontracting. FlashShip is solely responsible for the performance of all obligations herein, including without limitation the provisioning of the Services, production of the Products, and fulfillment of all Orders. Notwithstanding the foregoing, the Parties understand and agree FlashShip may use subcontractors and/or third-parties as required for FlashShip to fulfill its obligations hereunder.
5.3. Claims. Customer shall have thirty (30) days from receipt of any Product to notify FlashShip of any issues, claims, or defects relating to such Product, or of any matter covered by FlashShip’s warranty herein. Failure to timely notify FlashShip in writing regarding any such issue, claim, or defect shall be deemed a waiver of such issue, claim or defect and the Product shall be considered accepted ‘as is.’ Notwithstanding the foregoing, in the event Customer notifies FlashShip in writing within thirty (30) days following receipt of any Product of any problems, issues, claims, or defects, the Parties agree to work together in good faith to resolve such issues and FlashShip shall have the sole option to either reperform such Services until the Products are free from such issue OR refund such amounts paid specifically for any such items timely notified to FlashShip in writing with any such issues.
5.4. Error Process. Customer agrees to timely provide FlashShip with sufficient information to assess any weekly Order issues, including, but not limited to: (a) the relevant Order number; or (b) photographic or empirical customer evidence of the problem, defect, or error.
6. INTELLECTUAL PROPERTY
6.1. Background IP. As between the Parties, the rights to all Intellectual Property Rights owned or licensed by a Party prior to the Effective Date (the “Background IP”) shall remain with that Party and/or its licensors and nothing contained herein shall be construed to assign such Background IP to the other Party.
6.2. License Grant. Customer hereby grants to FlashShip a license to use Customer Background IP, the Designs provided by Customer to FlashShip, and any Intellectual Property Rights in and to the Designs (together, the “Licensed IP”), solely to the extent required for FlashShip to perform its obligations pursuant to this Agreement. Customer represents and warrants that FlashShip’s use of the Licensed IP shall not infringe or otherwise violate the Intellectual Property Rights of any third party and Customer agrees Customer has full right, license, and authority to use such Licensed IP. Customer agrees and understands that FlashShip would not agree to perform its Services hereunder unless Customer had such rights.
6.3. Moral and Publicity Rights. Customer shall obtain waivers of all moral, likeness, and/or publicity rights of third parties that are necessary for FlashShip to perform the Services for Customer pursuant to this Agreement prior to submission of any Order to FlashShip that involves such rights.
6.4. Promotion. Customer and FlashShip agree to only display the other Party’s trademarks (subject to the terms and conditions of Customer’s and FlashShip’s standard trademark usage guidelines) as communicated to the other Party solely for purposes of reference and acknowledgement of the business relationship between Customer and FlashShip if agreed to in advance in writing. Such use shall not grant any right or title by FlashShip to Customer’s trademarks, and all goodwill generated in Customer’s trademarks shall inure to the Customer’s benefit.
7. TERM AND TERMINATION
7.1. Term. The initial term of this Agreement (the “Initial Term”) shall commence on the Effective Date and shall continue for one (1) year unless terminated earlier in accordance with the provisions of Agreement; provided, however, that this Agreement shall renew automatically for additional one (1) year terms thereafter (each, a “Renewal Term” and together with the Initial Term, collectively, the “Term”) unless Customer or FlashShip gives ninety (90) days’ prior written notice before the end of the Initial Term or at any time during any Renewal Term, as applicable, of its intent to terminate the Agreement.
7.2. Termination for Convenience. Either Party may terminate this Agreement by giving ninety (90) days’ written notice to the other Party at any time for any reason. FlashShip shall cease performing the Services as of the date specified in the notice (the “Termination Date”) and Customer shall pay for any Services provided by FlashShip under this Agreement up to and including the date of termination in accordance with the payment provisions as set out in this Agreement.
7.3. Termination for Cause. Either Party may, without prejudice to its other rights or remedies, terminate this Agreement with immediate effect by written notice to the other Party if:
7.3.1. The other Party commits a material breach of this Agreement other than a default in respect of payment obligations and (if such a breach is remediable) fails to remedy that breach within 14 days of that Party being notified in writing of the breach.
7.3.2. The other Party suffers any of the following events: (a) the appointment of an administrator, receiver, administrative receiver; or (b) the filing for bankruptcy protections.
7.4. FlashShip Termination for Cause. FlashShip may, without prejudice to its other rights or remedies, terminate this Agreement with immediate effect by written notice to Customer if Customer is more than thirty (30) days delinquent on any payment due pursuant to this Agreement.
7.5. Effect of Termination. If this Agreement is terminated for any reason, all outstanding payments and invoices must be settled within thirty (30) days from the Termination Date or by the original invoice due date, whichever comes first. The provisions in Section 2 and Sections 5 through 12 of this Agreement shall remain in effect even after termination. After termination, the Customer is not permitted to use, copy, store, or disclose any information, images, or data related to FlashShip’s production facilities, warehouses, personal information, addresses, or other confidential materials and information, unless prior written consent is obtained from FlashShip.
8. WARRANTIES
8.1. General Warranties. Each Party represents and warrants that: (a) it has full legal authority and capacity to enter into this Agreement; (b) this Agreement has been duly executed by a legally authorized representative of such Party; and (c) there is no existing binding agreement with any third party that would prevent such Party from entering into this Agreement or materially affect its ability to perform its obligations under this Agreement.
8.2. Disclaimer of Warranties. FlashShip disclaims all other representations and/or warranties, whether express, implied, or statutory (including those under applicable territorial or jurisdictional law), to the fullest extent permitted by law. In particular, FlashShip does not warrant the non-infringement, ownership, fitness for a particular purpose, or merchantability of any products or services, to the extent permitted by law. Regarding the website system (if provided by FlashShip), FlashShip does not warrant that the interface will operate continuously, timely, securely, without interruption, errors, or viruses, nor does it guarantee any results that may be obtained from the use of the services.
9. LIMITATION OF LIABILITY
Neither Party shall be liable for any special, incidental, consequential, or indirect damages arising out of or in connection with this Agreement, including but not limited to: loss of profits, loss of anticipated savings, loss of use, loss of data, loss of content, or any other damages, whether actual or anticipated, regardless of the legal theory on which such claims are based, even if the Party has been advised of the possibility of such damages. Except in cases of: a breach of a Party’s confidentiality obligations; a Party’s indemnification obligations; willful misconduct or gross negligence by a Party; or the Customer’s payment obligations under this Agreement, in all circumstances, the total liability of each Party arising out of or related to this Agreement shall not exceed the total amount received by FlashShip under this Agreement during the twelve (12) months immediately preceding the event giving rise to such liability.
10. INDEMNIFICATION
10.1. MUTUAL INDEMNIFICATION. EACH PARTY (“INDEMNIFYING PARTY”) WILL INDEMNIFY, DEFEND AND HOLD HARMLESS THE OTHER PARTY (“INDEMNIFIED PARTY”) AND ITS RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS, SUCCESSORS AND ASSIGNS FROM AND AGAINST ANY AND ALL LIABILITIES, LOSSES, CLAIMS, DAMAGES, DEMANDS, COSTS AND EXPENSES (INCLUDING ATTORNEYS’ FEES, INCLUDING TO ENFORCE THIS INDEMNITY) ARISING FROM OR RELATED TO ANY THIRD PARTY CLAIM, ACTION, SUIT, DEMAND, INVESTIGATION OR PROCEEDING ARISING FROM OR RELATED TO (A) INDEMNIFYING PARTY’S PERFORMANCE UNDER AGREEMENT; (B) ANY DEATH OR BODILY INJURY TO PERSON, OR DAMAGE TO PROPERTY RESULTING IN ANY WAY FROM ANY ACT, OMISSION OR NEGLIGENCE ON THE PART OF INDEMNIFYING PARTY, OR ITS AGENTS, OR CONTRACTORS, (C) INDEMNIFYING PARTY’S BREACH OF ITS REPRESENTATIONS OR WARRANTIES; OR (D) INDEMNIFYING PARTY’S BREACH OF ANY APPLICABLE LAWS OR REGULATIONS.
10.2. ADDITIONAL INDEMNIFICATION BY CUSTOMER. CUSTOMER WILL INDEMNIFY, DEFEND AND HOLD HARMLESS FLASHSHIP AND ITS RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS, SUCCESSORS AND ASSIGNS FROM AND AGAINST ALL CLAIMS, DEMANDS, ACTIONS, PROCEEDINGS AND ALL LOSSES ARISING FROM OR RELATED TO ANY THIRD PARTY CLAIM, ACTION, SUIT, DEMAND, INVESTIGATION OR PROCEEDING ARISING FROM OR RELATED TO ANY INFRINGEMENT OR ALLEGED INFRINGEMENT OF ANY THIRD PARTY’S INTELLECTUAL PROPERTY RIGHTS AGAINST FLASHSHIP AS A RESULT OR IN CONNECTION WITH THE USE OF ANY DESIGNS SUBMITTED BY CUSTOMER TO FLASHSHIP.
10.3. Notification of Claim. Each Party’s indemnity obligations are subject to the Indemnified Party promptly notifying the Indemnifying Party of the claim, allowing the Indemnifying Party to control the defense of the claim and providing the Indemnifying Party with reasonable cooperation and information in defending the claim (at the Indemnifying Party’s expense).
11. CONFIDENTIALITY
11.1. Restrictions. Each Party receiving Confidential Information (“Receiving Party”) from the other (“Disclosing Party”) shall keep such information confidential and shall:
11.1.1. Use the Disclosing Party’s Confidential Information solely for the purposes of performing its obligations or exercising its rights under this Agreement;
11.1.2. Keep the Disclosing Party’s Confidential Information secure and take no lesser security measures and degree of care to protect the Disclosing Party’s Confidential Information than the Receiving Party applies to its own Confidential Information and in any event no lesser than that which a reasonable person or business would take; and
11.1.3. Not disclose the Disclosing Party’s Confidential Information to any third party except with the prior written consent of the Disclosing Party.
11.2. Personnel. Notwithstanding the foregoing, the Receiving Party may disclose the Disclosing Party’s Confidential Information to its directors and employees and any sub-contractors or other third parties who are directly involved in, and strictly need to know such Confidential Information for the purpose of enabling the Receiving Party to perform its obligations or exercise its rights under this Agreement. The Receiving Party shall be responsible for any breaches of such information, shall ensure that all such directors, employees, sub-contractors and third parties execute confidentiality agreements, and are aware of the confidential nature of the information.
11.3. Compelled Disclosure. The Receiving Party may disclose the Disclosing Party’s Confidential Information in response to a valid order by a court or other governmental body, as otherwise required by law. All Confidential Information furnished to the Receiving Party by the Disclosing Party is the sole and exclusive property of the Disclosing Party and its assigns. Upon request by the Disclosing Party, the Receiving Party agrees to deliver to the Disclosing Party or destroy at the Disclosing Party’s option the original and any copies of all such Confidential Information.
11.4. Return & Destruction. To the extent that the Disclosing Party’s Confidential Information is no longer required by the Receiving Party to enable the Receiving Party to perform its obligations or exercise its rights under the Agreement, the Receiving Party shall either return to the Disclosing Party immediately upon demand such Confidential Information together with any copies, notes, analyses or records of such Confidential Information and any documents and other material (including all electronically generated or stored data) containing, reflecting or deriving from the Confidential Information which are in its possession or under its control, or (at the disclosing party’s option) destroy it.
11.5. Injunctive Relief. The parties acknowledge that money damages may not be an adequate remedy for a breach of this section or the confidentiality obligations entered into herein. Each Party shall be entitled to seek any legal or equitable relief, including injunctive relief or specific performance, upon the breach (or reasonably anticipated breach) of any part of this section or of the confidentiality obligations herein.
12. MISCELLANEOUS TERMS
12.1. Governing Law and Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the State of Texas, United States, without regard to its conflict of law principles (i.e., without transferring to the law of any other jurisdiction). Each Party, including its successors and permitted assigns, expressly and irrevocably agrees that any disputes arising out of or in connection with this Agreement shall be resolved exclusively in the state courts located in Texas or the United States Federal Court with jurisdiction over Collin County, Texas. The Parties also waive any right to object to the venue or jurisdiction of such courts on the grounds of inconvenient forum or lack of jurisdiction.
12.2. Notices. Any notice or communication under this Agreement must be in writing and sent to the email address and/or other contact address provided by each Party at the relevant time, or to any other address later notified in writing. A notice shall be deemed successfully delivered to the other Party when it is received and acknowledged by the recipient, or upon delivery confirmation if sent via methods such as certified mail, certified mail with postage paid confirmation, or recognized courier services. For email notices, the notice shall be effective once the recipient confirms receipt.
12.3. Waiver. Any amendment to this Agreement, as well as any failure or delay in enforcing any provision, exercising any option, or demanding performance of any obligation, shall not be deemed a waiver of rights or binding unless agreed upon in writing by both Parties.
12.4. Force Majeure. Except for the Customer’s obligation to make payments to FlashShip, neither Party shall be liable for any failure to perform its obligations under this Agreement due to causes beyond its reasonable control, including but not limited to: natural disasters, catastrophes, acts of public enemies, transportation delays, failure of suppliers to perform as committed, fire, flood, storms, earthquakes, riots, strikes, war, or government regulations/restrictions. If any such force majeure event prevents a Party from performing its obligations for a continuous period of thirty (30) days, the other Party shall have the right to terminate this Agreement without any liability by providing written notice to the affected Party. However, such termination shall not release the Customer from the obligation to pay for any amounts accrued prior to the termination date.
12.5. Assignment / Change of Control. Neither Party may assign this Agreement without the prior written consent of the other Party (such consent shall not be unreasonably withheld or delayed). Any assignment without such prior written consent shall be deemed null and void. However, each Party may assign this Agreement, with the assignee assuming full rights and obligations under the Agreement, in the following cases:
(a) Assignment to any Affiliate, provided that the assigning Party remains liable for the performance of obligations under this Agreement;
(b) Sale or transfer of a majority of the Party’s shares or control;
(c) Sale or transfer of a majority of the assets related to this Agreement;
(d) In connection with a merger, restructuring, or corporate reorganization.
12.5. Relationship Between the Parties. FlashShip enters into this Agreement as an independent contractor and not as an employee of the Customer. Nothing in this Agreement shall be construed to create a partnership, joint venture, or agency relationship between the Customer and FlashShip. Furthermore, neither Party shall have the right or authority to represent or bind the other Party in any manner.
12.6. Binding Effect on Successors/Assignees. This Agreement shall inure solely to the benefit of FlashShip and the Customer, along with their respective lawful successors and permitted assigns. Nothing in this Agreement shall be construed to confer any rights, remedies, claims, or causes of action upon any third party.
12.7. Entire Agreement and Amendments. This Agreement, together with any appendices or attachments, constitutes the entire and final agreement between the Parties with respect to the subject matter herein. Any amendments or modifications to this Agreement shall be effective only if made in writing and signed by the duly authorized representatives of both Parties.
12.9. Severability. If any provision, covenant, condition, or term of this Agreement is held to be invalid or unenforceable under applicable law, the remaining provisions shall continue in full force and effect as if such invalid or unenforceable provision had never existed.
12.10. Headings. The headings of sections in this Agreement are for reference purposes only and shall not be considered part of the Agreement, nor shall they affect the interpretation of its content.
12.11. Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument with equal legal effect.
12.12. Errors, Inaccuracies, and Omissions. Certain information on the FlashShip website or in its services may contain typographical errors, inaccuracies, or omissions related to product descriptions, pricing, promotions, offers, shipping fees, shipping times, or product availability. FlashShip reserves the right to correct any such errors, inaccuracies, or omissions, and to change, update, or cancel orders if any information in the Service or on any related website is found to be incorrect, without prior notice (including after you have submitted your order). We have no obligation to update, modify, or clarify information in the Service or on any related website, including but not limited to pricing information, except as required by law. The appearance of a specific update date in the Service or on related websites does not mean that all information has been revised or updated.
12.13. Prohibited Conduct. In addition to the prohibitions set forth in the preceding terms, you may not use the website or its content for the following purposes:
(a) For any illegal purpose;
(b) To solicit or encourage others to engage in or participate in any illegal activity;
(c) To violate any applicable local, national, or international law, regulation, or rule;
(d) To upload or post any images, materials, or content to us or on the website that is unlawful, or that infringes the copyright, intellectual property rights (such as trademarks or copyrights), or other rights of any party. If a violation is detected, we reserve the right to remove such content, suspend, or terminate your account without prior notice, and you will be fully responsible under the law and liable for any damages (if any) to the affected parties;
(e) To harass, abuse, insult, harm, defame, slander, demean, threaten, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability;
(f) To provide false or misleading information;
(g) To upload or transmit viruses or any other malicious code that could, or is intended to, disrupt the functionality or operation of the Service, related websites, other websites, or the Internet;
(h) To collect or track personal information of others;
(i) To send spam, scams, pharmaceuticals, false pretenses, or use spiders, crawlers, or scraping tools;
(k) To interfere with or compromise the security features of the Service or any related websites, other websites, or the Internet.
12.14. International Arbitration. This clause applies only if the Customer is not a business incorporated or headquartered in the United States (each such party, an “International Customer”). Pursuant to the governing law provisions of this Agreement, but without regard to venue rules, when either party provides written notice of a dispute to the other party, the parties shall engage in good-faith negotiations. Such negotiations shall include an in-person meeting or a telephonic call involving individuals with decision-making authority from both parties, to be held within fifteen (15) business days of receiving the dispute notice.
If the dispute is not resolved through good-faith negotiations, all disputes between the parties shall be resolved by binding arbitration in accordance with this Section 13.14. The specific arbitration procedures shall be as follows:
12.14.1. Arbitration shall be conducted under the International Arbitration Rules of the American Arbitration Association (“AAA”).
12.14.2. Within seven (7) days of sending the arbitration notice, the parties shall jointly select a single arbitrator. If the parties fail to agree on an arbitrator within seven (7) days, they shall request a list of five (5) qualified arbitrators with experience handling disputes similar to the claims set forth in the arbitration notice from the AAA. Within five (5) days of receiving the list from the AAA, each party shall return a ranked list (in numerical order) of their preferences. The arbitrator with the highest mutually agreed-upon ranking shall be selected to hear the dispute.
12.14.3. The arbitration hearing shall be held at a neutral location mutually agreed upon by the parties. Arbitration may also be conducted electronically, including but not limited to platforms such as Teams, Skype, Google Meet, Zoom, or similar tools.
12.14.4. The hearing shall be conducted in English within ninety (90) days of the filing of the arbitration notice. The hearing shall not exceed three (3) business days. Within fourteen (14) days of the conclusion of the hearing, the arbitrator shall issue an award in a concise but clearly reasoned form.
12.14.5. All disputes arising during the arbitration process shall be governed by the substantive laws of the State of Texas, United States, without regard to its conflict-of-law provisions.
12.14.6. To initiate arbitration under this clause, a written arbitration notice must be submitted and directly delivered to the opposing party. The notice must include a brief and clear statement of the claim(s). The responding party may assert counterclaims and must submit a written response acknowledging or denying all facts and allegations in the notice, and stating any defenses or counterarguments.
12.14.7. Within forty-five (45) days of receiving the arbitration notice, the parties must exchange all relevant documents they reasonably believe pertain to any claim or defense, whether favorable or adverse. Each party may submit up to twenty (20) written interrogatories, twenty (20) document requests, and conduct up to ten (10) hours of depositions. No party may require the other to admit or deny specific facts. The responding party shall have thirty (30) days to respond to such requests.
12.14.9. Upon request of a party or at the arbitrator’s discretion, sanctions during discovery may be imposed up to the value of the dispute in cases of failure to disclose required information, delays, or unethical conduct.
12.14.10. Arbitration fees and costs, including the arbitrator’s fees, shall be shared equally by the parties. However, the prevailing party, as determined by the arbitrator, may be awarded reimbursement for all reasonable costs and fees associated with the arbitration, including attorney and arbitrator fees, at the sole discretion of the arbitrator.
12.14.11. Neither party nor the arbitrator shall disclose the existence, content, or outcome of any arbitration conducted under this Agreement without prior written consent from both parties, except as required by law.
12.14.12. An award issued by the arbitrator under this arbitration agreement may be confirmed and enforced in any U.S. federal court with jurisdiction to recognize and enforce such award.
13. CONTACT INFORMATION
For any questions regarding the Terms of Service, please send them to us at business.support@flashpod.us.
