Terms of Service

Terms & Conditions Nemoship LLC. (“Nemoship,” “Company,” “We” or “Us”) owns and operates an online e-commerce inventory, pricing and marketing system, which enables Nemoship Users to, among other things, import sales and transaction data from their payment processor, manage their inventory, analyze sales data, adjust pricing, and promote their products using Nemoship software provided through our website portal located at www.nemoship.com (the “Site”) to gain insights into warehouse management, pricing, restocking, and related services (“Services”).

These Terms of Service (“Terms”), which may be amended periodically, outline our responsibilities as a service provider and govern your access to and use of the Site and Services, including any content, information, products, or services provided to you as a customer (“Agreement”). These Terms are applicable to any use of the Site and Services and are effective from the moment Nemoship grants you access to our software and online portal. These Terms also apply to any other services and deliverables provided, or to be provided, by Nemoship to you, including any services and deliverables covered under a separate Order Form entered into by you and Nemoship from time to time, unless specifically addressed in a separate agreement.

These Terms constitute a legally binding agreement between you and Nemoship, and they apply to both individual users who have created a Nemoship Account on their own behalf (“Account Owner”) and individuals authorized by an Account Owner to access their account for legitimate business purposes (“Account User”) (collectively referred to as “Nemoship Users”).

BY CLICKING THE “I AGREE” BUTTON OR BY USING THE SITE OR SERVICES (INCLUDING ANY CONTENT PROVIDED THEREIN), YOU ARE INDICATING YOUR ACCEPTANCE OF THESE TERMS OF SERVICE. IF YOU DO NOT AGREE TO THESE TERMS OF SERVICE IN THEIR ENTIRETY, YOU MAY NOT ACCESS OR USE THE SITE OR SERVICES.

• Definitions: In these Terms, unless context suggests otherwise, capitalized terms shall have the following meanings: “Access Credentials” refer to any username, identification number, password, license, security key, security token, PIN, or other security code, method, technology, or device used, either individually or in combination, to verify an individual’s identity and authorization to access and use the Service. "Account Owner" pertains to the individual who, in their own capacity, enters into these Terms, or in the case of an individual entering into these terms on behalf of an Entity, that Entity. “Account User" refers to any employee, agent, or contractor of the Account Owner who occasionally uses the Service. “API” represents the application programming interface offered by Nemoship to the Customer, facilitating the integration of specific aspects of the Services into the Customer’s existing software and systems. “Customer Data” encompasses all information uploaded, submitted, or transmitted to or through the Service by or on behalf of the Customer, excluding Nemoship Data. “Documentation” encompasses the resources and documentation provided by Nemoship through the support section of the Services, API documentation,Customer notifications, and warnings within the Software, and other pages on the Nemoship website. “Nemoship Data” refers to information gathered or generated by or on behalf of Nemoship for the purpose of delivering, evaluating, or improving Nemoship's products and services. This includes performance benchmarking, statistics, system metrics, and all information created or derived from the provision of the Service, including information derived from Customer Data in an anonymized and/or aggregated form. "Nemoship Data" does not include personally identifiable information of any User or the content of any data or documents uploaded, submitted, or transmitted by or on behalf of any User. “Nemoship Materials” comprise the Service, Documentation, Nemoship Data, Work Products, and all other content, materials, works, inventions, technologies, and devices, including deliverables, technical or functional descriptions, requirements, plans, or reports, provided or used by Nemoship or any subcontractor in connection with the Service or related to the Service in any manner. "Service" pertains to the online ordering, inventory management, purchase order management, price listing, marketing and advertising, supply chain, and stock management services provided under your Subscription Plan(s) accessed and used via your login credentials. These services may be altered or updated by Nemoship from time to time. “Services” also encompass services detailed in a signed Order Form, where applicable. “Subscription Plan” refers to the modules chosen by an Account Owner, which determine the scope and type of Service provided by Nemoship, the maximum number of Account Users permitted to access the Service, and the Service Fees charged by Nemoship.

• Registration: To create an account on the Site (“Customer Account”), you will be required to provide an email address and password for access. Access credentials are intended for designated users and cannot be shared, transferred, or used by anyone other than those designated during registration. You are responsible for safeguarding your password, and you agree not to disclose it to any third party. If you suspect any misuse or loss of your username and password, you must notify Nemoship immediately. Upon notification, Nemoship will issue a new username and password. Until such reassignment, you are solely responsible for any activities or actions carried out using your password, whether or not you authorized those activities or actions. You also commit to providing accurate, current, and complete information to Nemoship during registration and at all other times. In addition to other provisions in these Terms, you are prohibited from impersonating any other individual or using an unauthorized email address or password. If you use the Service on behalf of any entity, you are deemed to have accepted these Terms on behalf of that entity.

• Modification: The Services provided by Nemoship may evolve based on user feedback and software updates. Nemoship reserves the sole discretion to modify, discontinue, or terminate the Site and Services or alter these Terms at any time without prior notice. Nemoship will post any modifications on the Site or within the Services. The “Last Updated Date” in these Terms of Service will also be updated. Nemoship will make reasonable efforts to provide thirty (30) days' advance notice of any significant changes through a click-through notification when logging into the Site, via email, or by other means. If any modified terms and conditions are unacceptable to you, your sole recourse is to stop using the Site and Services, and, if applicable, cancel your Nemoship Account. By continuing to access or use the Site and Services after Nemoship makes such revisions, you agree to be bound by the revised Terms of Service.

• Termination and Account Cancellation:

• Use of Nemoship Software and Site: Nemoship grants you the right to access and use the Site and Services through your Nemoship Account via Nemoship’s online portal under a limited, revocable, non-exclusive, non-transferable, and non- sublicensable license. This right to use is non-exclusive, subject to these Terms, any applicable written agreement between Customer and Nemoship, and any other applicable laws. Your use of the Site and Services in your jurisdiction is at your own risk, and you confirm that you have complied with all laws applicable to you when using the Site and Services.

• Access to Customer Data: Between Nemoship and the Customer, the Customer is the owner of all Customer Data, and Nemoship will maintain the confidentiality of such Customer Data in accordance with Section 14. The Customer is also responsible for all Customer Data, including data containing business information, account registration, account holder details, financial information, and all other data entered electronically via the Service or under the Customer’s account. Customer acknowledges and agrees that Nemoship may store and maintain Customer Data for a reasonable period consistent with Nemoship’s standard business processes for the Service. Customer grants Nemoship and its Affiliates a non-exclusive license to host, copy, use, transmit, and display Customer Data, and to use Customer’s systems, as necessary for Nemoship to provide the Services as per this Agreement, including Third Party Services in accordance with Section 15 and in anonymized or aggregated data form in accordance with Section 16. However, nothing in this Agreement prevents Nemoship from generating and using Nemoship Data for the purposes of providing, measuring, improving, and marketing Nemoship's products and services. Nemoship will not disclose to any third party any information identifiable as Customer-specific information.

• Intellectual Property: This Agreement does not constitute a sale and does not transfer to the Customer any ownership rights related to the Software or Services. The Customer acknowledges and agrees that, between the Customer and Nemoship: (a) The Customer owns all rights, title, and interest in and to the Customer products, sites (including the look and feel), Customer’s Marks, and the technology underpinning the Customer products and sites. (b) Nemoship owns all rights, title, and interest, including all intellectual property rights, in and/or related to the Software, API, and Services, and the Documentation, as well as all content provided in connection with the Software, API, and Services. This content includes but is not limited to visual interfaces, interactive features, graphics, design, databases, data (other than Customer Data), computer code, products, SMART Types, and all other elements and components of the Software and Services. Except as specifically authorized by Nemoship in writing, the Customer shall not alter, change, or remove any trademark, proprietary mark, or proprietary rights notice from the Software or Services. Except as expressly provided herein, Nemoship does not grant the Customer any express or implied rights, and all rights related to the Software andServices are retained by Nemoship.

• Your Obligations:

• Technical Support: In cases of technical problems, Nemoship offers online customer support through the Nemoship website. Additional personalized support may be available depending on the Service modules subscribed to by the Customer.

• Service Interruptions: Nemoship aims to make the Services and Site available with an uptime of 99.9%, 24 hours a day, seven days a week. However, there may be occasions when the Services or Site are unavailable. In the event Nemoship needs to interrupt the Services for longer periods than anticipated, reasonable efforts will be made to provide advance notice on the Site. Nemoship will not be liable to the Customer, the Customer’s customers, or third parties for any unavailability of the Services or Site.

• Acknowledgment and Disclaimer of Warranty:

Disclaimer of Warranty: Your use of the Nemoship Site and Services is solely at your own discretion and risk. The Site and Services, along with all materials, information, products, and services contained therein, are provided on an "AS IS" and "AS AVAILABLE" basis without any warranties of any kind. Nemoship expressly disclaims all warranties, whether express, implied, or statutory, relating to the Site and Services, including, but not limited to, warranties of title, merchantability, fitness for a particular purpose, non-infringement of proprietary rights, course of dealing, or course of performance. Nemoship does not warrant:

The security, accuracy, reliability, timeliness, or performance of the Site or Services. That the Site or Services will be error-free or that any errors will be corrected. That the Service will meet your specific requirements or that the overall system supporting the Service, including but not limited to the Internet, other transmission networks, and your local network and equipment, will be free from viruses or other harmful components. No advice or information, whether oral or written, obtained from Nemoship, will create any warranty not expressly stated in these Terms of Service. Nemoship also disclaims any representations or warranties regarding your use of the Service in satisfying any statutory or regulatory obligations or ensuring compliance with applicable laws or regulations. You assume all responsibility for determining whether the Service and the information generated by it are accurate and sufficient for your purposes. Please note that some states or jurisdictions may not allow the exclusion of certain warranties, so some of the above exclusions may not apply to you.

Exclusion of Consequential Damages and Limitation of Liability: In no event will Nemoship, its officers, directors, employees, or agents be liable to you or any other person for any damages whatsoever, including, without limitation, indirect, incidental, special, punitive, or consequential damages or losses. These damages or losses include but are not limited to loss or corruption of information, loss or corruption of data, the cost of recovering such data or information, and any loss of business profits, savings, goodwill, reputational damage, refunds, or chargebacks incurred, business, or anticipated business. Such damages or losses may arise out of or in connection with any use of, reliance on, or inability to use or rely on the Service or Site, whether the damages were foreseeable or whether Nemoship was advised of thepossibility of such damages.

The limitation of liability outlined above will apply to the fullest extent permitted by law in the applicable jurisdiction, and in no event will Nemoship's cumulative liability to you exceed the greater of:

The total fees payable by you for the Service during the first twelve (12) months of this Agreement.
The total fees paid for the Service that gave rise to the liability during the twelve (12) month period immediately preceding the event causing the liability.
Indemnification: You agree to defend, indemnify, and hold Nemoship, its parents, subsidiaries, affiliates, and their respective officers, directors, employees, and agents harmless from and against any and all claims, liabilities, damages, losses, and expenses. These include reasonable attorney's fees and costs, arising out of or in any way connected with:

Your gross negligence or willful misconduct.
Any data you provide or use in connection with the Site or Services.
Your violation of these Terms of Service.
Your violation of any third-party rights, including intellectual property, publicity, confidentiality, property, or privacy rights.
Any claim that your use of the Site or Services caused damage to a third party, including claims by your customers or users.
However, you shall not be required to indemnify Nemoship for any such claim to the extent it arises out of Nemoship's gross negligence or willful misconduct. You have the right to control the defense of any action subject to this indemnification, except that you shall not enter into any settlement without Nemoship's prior written approval unless it unconditionally releases Nemoship from all liability and imposes no non-monetary or other obligation on Nemoship. Nemoship shall have the right to participate in such defense at its own cost with counsel of its own choosing.


Confidentiality, Data, Security, and Privacy:

Confidentiality: "Confidential Information" refers to any non-public commercial, financial, marketing, business, sales, customer, technical, or other information disclosed by or on behalf of one party to the other in connection with this Agreement. Such information, under the circumstances, would be reasonably understood as confidential or proprietary. The receiving party is obligated to keep the disclosing party's Confidential Information confidential and secure, refraining from disclosing or allowing disclosure to third parties unless otherwise specified. Exceptions include disclosures required by law, disclosures agreed upon in writing, publicly available information, independently acquired information, and information already in the receiving party's possession without restrictions or obtained lawfully from a third party.
Data: Nemoship may use Data provided by you for analysis in aggregate form or for internal training and billing purposes.
Security: Nemoship shall maintain reasonable administrative, physical, and technical safeguards to protect the confidentiality and integrity of Customer Data. However, youacknowledge that the technical processing and transmission of Customer Data over the Internet, other networks, or electronic means may be subject to risks. Nemoship is not responsible for any delay, loss, alteration, interception, or storage of data during transmission across networks not owned or operated by Nemoship.
Privacy Policy: The nemoship privacy policy is available online at Privacy Policy Link (as amended from time to time, the “Privacy Policy”). Nemoship reserves the right to update the Privacy Policy with at least thirty (30) days' notice of any material changes. Third Party Service Providers:

Use of Third Party Products and Services: Nemoship acknowledges that the Software may interact with third-party services (such as ecommerce shopping sites, inventory management, customer relationship management, enterprise resource planning, accounting software providers, or third-party logistics companies) collectively referred to as "Third Party Services." Your use or integration of Third Party Services, as well as any data exchange between you and any Third Party Service provider, is solely between you and the respective Third Party Service provider. Nemoship does not warrant or support any Third Party Services. You acknowledge that you will only use Third Party Services in accordance with the Documentation.
Third Party Services and Customer Data: If you enable or install a Third Party Service for use with the Software or Services, you grant Nemoship permission to allow the Third Party Service provider to access Customer Data as necessary for integration with the Services. Nemoship is not responsible for any disclosure, modification, or deletion of Customer Data by a Third Party Service.
Integration with Third Party Services: The Software may contain features designed to work with Third Party Services. To use such features, you may need to access a Third Party Service directly and grant Nemoship access to your Third Party Service account(s).
Nemoship cannot guarantee the continued availability of such Third Party Service features and may cease providing them without entitling you to any refund, credit, or compensation. Third Party Service Data: When you grant access to your account on a Third Party Service, the Software may interact with data that exists on or is subsequently added to such Third Party Service. Nemoship is not responsible for any disclosure, modification, or deletion of data on a Third Party Service by the Software or Services. You are responsible for any security incident on your systems resulting in data disclosure. You must promptly delete any such data upon request and provide certification of such deletion to Nemoship as reasonably requested.

API:

API License: Subject to the terms of this Agreement, Nemoship grants you a limited, non- exclusive, non-transferable license to use the API Key to access and use the API and its documentation solely for the development, maintenance, and support of your internal business purposes, following the specifications included in the Documentation.
API Restrictions: You acknowledge that access to and use of the API are subject to the terms of this Agreement. The API, its structure, organization, and source code are considered valuable trade secrets of Nemoship. Therefore, except as provided in this Agreement, you agree not to disclose, distribute, sublicense, lease, rent, loan, resell, or otherwise transfer API-related data, the API, or the API Key to third parties. You must promptly notifyNemoship of any material breach related to the API. Excessive use of the API, exceeding reasonable request volume, or abusive usage is not allowed.
Nemoship's Obligations: Nemoship may limit or interrupt your API access for scheduled maintenance, unscheduled work, or to modify or update the API. Nemoship will use reasonable efforts to provide at least 24 hours' prior notice of scheduled maintenance, modifications, or updates. Nemoship may update, upgrade, enhance, or modify the API at its discretion, with reasonable effort to provide advance notice. Your continued use of the API constitutes acceptance of these updates and modifications.
Suspension: Nemoship may revoke your API Key and limit your API access if, in its sole discretion, it is necessary to maintain the quality of the Services.

General:

No Assignment: You may not assign these Terms of Service or any rights or delegate any obligations hereunder without Nemoship's prior written consent. Any such unauthorized assignment or delegation is null and void. Nemoship may assign these Terms of Service or any rights herein without your consent.
Relationship of the Parties: You are not an employee or agent of Nemoship, and Nemoship is not your employee or agent. The parties act independently and not as contractors, partners, joint venturers, agents, employees, or employers of each other. Rights of Third Parties: Third parties not party to these Terms of Service have no rights or claims under these Terms.
Delays: Neither party is liable for delays or failures in performance due to events beyond their reasonable control, such as acts of nature, strikes, shortages, riots, fires, floods, explosions, pandemics, acts of God, war, terrorism, governmental action, labor conditions, earthquakes, material shortages, extraordinary Internet congestion, or connectivity issues by major telecommunications providers.
Severability and Waiver: If any provision in these Terms is deemed invalid or unenforceable, the remaining provisions remain in full force and effect. Nemoship's failure to enforce any right or provision is not a waiver of such right or provision.
Force Majeure: Nemoship is not liable for failure or delay in performance due to events beyond its control, including Force Majeure Events. Nemoship will be excused from performance during such events.
Jurisdiction and Governing Law: These Terms of Service are governed by the laws of the State of New York, without regard to its conflict of law provisions. Disputes will be resolved in courts located in Roanoke City, Virginia, or as otherwise determined by Nemoship. You consent to this jurisdiction and venue.
Prohibition of Class and Representative Actions: You agree to bring claims against Nemoship solely on an individual basis and waive the right to participate in any class action or representative proceeding, to the extent not prohibited by applicable law. Additionally, the court may not consolidate or join multiple persons' claims, unless both parties agree in writing.
Entire Agreement: These Terms, along with the Nemoship Privacy Policy, Order Forms, and any other notices or instructions, constitute the entire agreement between the parties, superseding all prior communications, representations, agreements, or understandings.
Notice: All notices under these Terms must be in writing and may be provided by email,posting on the Site, or to specified email addresses. The date of receipt is deemed the transmission date.

By using our services, you agree to ensure that your settings are adjusted as described in our help documentation to ensure correct operation and avoid placement fees. You can find more information on how to adjust your settings in our Help section under the article named How to Ensure Correct Operation and Avoid Placement Fees. When converting shipments to Amazon in Seller Central, you will be displayed with the fee breakdown. However, we cannot guarantee that there won't be any further charges that Amazon may apply.