Terms of Service

1. Acceptance of these Terms

These Terms of Service (the “Terms”) form a binding agreement between you (the “Merchant”) and Provenance SCS Inc., a California corporation, doing business as “ShipEasy”, with its principal place of business at 2323 Main St., Suite W21, Irvine, CA 92614 (“ShipEasy”, “we”, “us”), governing your access to and use of the ShipEasy Shopify application and related services (the “Service”).

By installing or using the Service, you agree to these Terms, our Shipping Services Agreement (the “SSA”), our Acceptable Use Policy (the “AUP”), our Privacy Policy, and our Data Processing Agreement (the “DPA”), each of which is incorporated by reference and forms a single integrated agreement.

If you do not agree, do not install or use the Service. If you are accepting on behalf of an entity, you represent that you have authority to bind that entity.

2. Definitions

• App — the ShipEasy Shopify application and any related web interfaces.
• Booking — a confirmed shipment tender to a Carrier through the App.
• Bill of Lading or BOL — the transportation contract document issued through the App.
• Carrier — a motor carrier or other transportation provider with which ShipEasy contracts on the Merchant’s behalf.
• Merchant Data — information about the Merchant and the Merchant’s staff.
• Order Data — information about the Merchant’s end customers and their shipments.
• Quote — a rate estimate generated through the App.

3. About ShipEasy

ShipEasy operates in two capacities: (a) as the developer and operator of the App (a software service); and (b) through Provenance SCS Inc., as a federally licensed freight broker (FMCSA MC-1483730) arranging transportation with motor carriers on the Merchant’s behalf. ShipEasy does not itself operate motor vehicles, does not take possession of goods, and is not a motor carrier.

4. Eligibility

• You operate a Shopify store in good standing under Shopify’s terms;
• You and the entity you represent are not located in or operating from a jurisdiction subject to a U.S. Government embargo or sanctions program (including OFAC sanctions);
• Neither you, your entity, nor (to your knowledge) the persons or entities you ship to or receive shipments from are on any U.S. Government denied-party, restricted-party, or specially designated national list; and
• You are not an individual using the Service for personal, family, or household purposes.

5. Account registration and credentials

When you install the App, your Shopify store identity, OAuth scopes, and the email and user ID of the staff member who installed the App are recorded. You are responsible for maintaining the confidentiality of your Shopify admin credentials and for all activity through your Shopify store. You will promptly notify us at security@shipeasyco.com of any unauthorized access.

6. The Service

The Service allows you to: generate Quotes for LTL and other freight shipments; create Bookings, generate BOLs, and tender shipments to selected Carriers; write tracking information back to your Shopify orders; and manage your ShipEasy account.

6.1 Service usage limits

ShipEasy reserves the right to monitor your use of the Service and may impose limits on excessive usage upon notice. Excessive usage may be deemed a material breach of these Terms.

7. Quotes and Bookings

7.1 Quotes are estimates

Quotes are estimates based on the information you provide and are valid for twenty-four (24) hours unless otherwise stated. ShipEasy may re-quote when you book if the Quote has expired, Carrier rates have changed, or the shipment information has changed. ALL TRANSIT TIMES SHOWN ARE ESTIMATES AND ARE NOT GUARANTEED.

7.2 You authorize the Booking

When you click to confirm a Booking, you authorize ShipEasy to (a) tender the shipment to the selected Carrier on your behalf, (b) generate a Bill of Lading using the information you provided, and (c) charge your payment method on file the Total Charge displayed at the time of Booking.

8. Fees and payment

8.1 Total Charge

Each Booking incurs a “Total Charge” consisting of (a) the Carrier rate; (b) any applicable accessorial charges; (c) ShipEasy’s service margin; and (d) any third-party processor fees. The Total Charge is displayed before you authorize the Booking.

8.2 Payment processing via Shopify

We utilize Shopify’s official billing and payment mechanisms. We do not store full payment card numbers; Shopify processes card data. By providing a payment method through Shopify, you authorize ShipEasy to initiate one-time charges and, with your express authorization at Booking, post-Booking adjustments as described in § 8.3.

8.3 Reweigh, reclassification, and post-Booking adjustments

Carriers may reweigh, redimension, or reclassify shipments after pickup based on actual measurements or NMFC determinations. If a Carrier reweighs or reclassifies a shipment, the Total Charge will be adjusted accordingly and YOU AUTHORIZE SHIPEASY TO CHARGE THE DIFFERENCE (OR REFUND ANY OVERCHARGE) WITHIN SIXTY (60) DAYS OF PICKUP USING THE PAYMENT METHOD ON FILE. You may dispute any adjustment by emailing billing@shipeasyco.com within thirty (30) days of the adjustment posting; failure to dispute within that window conclusively confirms the adjustment.

8.4 Taxes

All Total Charges are exclusive of any applicable sales, use, value-added, or similar taxes.

8.5 Right of offset

ShipEasy may, without notice, offset any amounts that ShipEasy owes the Merchant against any amounts that the Merchant owes ShipEasy.

9. Refunds

• Failed Bookings: if a Booking fails before the shipment is tendered, we refund the full Total Charge within five (5) business days.
• Cancellation before pickup: we refund our service margin and any amounts not yet remitted to the Carrier. Carrier-side fees may not be refundable.
• Successfully tendered Bookings: amounts already remitted to the Carrier are non-refundable from ShipEasy; you may pursue a claim against the Carrier under its tariff.
• Carrier-side issues: delays, damage, loss, or other Carrier performance failures are governed by the Carrier’s tariff. ShipEasy will provide reasonable cooperation but is not the obligor.

10. Your responsibilities

• Accurate information. Origin/destination addresses, dimensions, weights, freight classifications, and hazmat declarations entered into the App are accurate and complete. You are responsible for resulting reclassification, surcharge, or penalty.
• Authority to ship. You have the right to ship the goods involved and the goods comply with Carrier and regulatory restrictions, including the Acceptable Use Policy.
• Compliance with law. You and your shipments comply with all applicable laws, including customs, import/export, and sanctions laws.
• End-customer disclosures. You will inform your end customers, as required by applicable privacy law, that their order data may be processed by ShipEasy to fulfill the shipment.

11. Service availability

We aim to make the Service available continuously but do not guarantee uninterrupted, secure, or error-free operation. We may suspend the Service for scheduled maintenance, security incidents, or breach. The Service depends on upstream providers (Shopify, Carriers) and may be temporarily unavailable due to upstream outages. These Terms do not include an SLA.

12. Intellectual property

The Service is owned by ShipEasy and its licensors. ShipEasy grants you a limited, revocable, non-exclusive, non-transferable license to access and use the Service while your installation is active, solely to manage your shipping operations. You may not reverse-engineer, decompile, resell, sublicense, use the Service to build a competing product, or exceed the scope of the license.

You retain ownership of Merchant Data and Order Data. You grant ShipEasy a worldwide, royalty-free license to use such data solely to provide the Service, comply with law, and develop aggregated, de-identified analytics. ShipEasy will not use Merchant Data or Order Data for competitive benchmarking, advertising, or marketing.

13. Data processing

Our handling of personal information is described in the Privacy Policy. For Merchant Data, ShipEasy is the controller / Business. For Order Data flowing through the App, you are the controller / Business and ShipEasy acts as a processor / Service Provider on your documented instructions. By installing the App, you agree to the Data Processing Agreement.

14. Carrier liability; Released Value; claims

As your freight broker, ShipEasy arranges transportation with motor Carriers but does not operate motor vehicles or take possession of goods. Carrier liability for loss, damage, or delay is governed by the Carrier’s tariff and BOL, subject to released-value limits under 49 U.S.C. § 14706 (the “Carmack Amendment”).

RELEASED-VALUE LIMITS UNDER THE APPLICABLE CARRIER TARIFF ARE TYPICALLY VERY LOW — OFTEN $0.10 TO $0.50 PER POUND DEPENDING ON FREIGHT CLASSIFICATION, NOT TO EXCEED THE LESSER OF THE PER-POUND LIMIT, A PER-OCCURRENCE CAP, OR THE REPLACEMENT COST OF THE CARGO. THIS IS NOT THE FULL VALUE OF YOUR GOODS. BY TENDERING A SHIPMENT THROUGH SHIPEASY, YOU AGREE TO WAIVE YOUR RIGHTS UNDER THE CARMACK AMENDMENT (49 U.S.C. § 14706) AND ACCEPT THE LIABILITY LIMITATIONS SET FORTH IN THE APPLICABLE CARRIER TARIFF AND BILL OF LADING. IF YOU REQUIRE FULL-VALUE COVERAGE OR ADDITIONAL LIABILITY PROTECTION, IT IS THE MERCHANT’S SOLE RESPONSIBILITY TO ARRANGE SEPARATE SHIPPER’S-INTEREST INSURANCE INDEPENDENTLY BEFORE TENDERING THE SHIPMENT.

Claims for loss or damage must be filed with the Carrier within nine (9) months of delivery (or expected delivery) per the Carmack Amendment.

15. Insurance disclosure

Released-value coverage under the Carrier’s tariff is the default and is often very limited (see § 14). ShipEasy does not offer or arrange shipper’s-interest insurance. If you require full-value coverage, you must arrange it independently with a cargo insurer or marine insurance broker before tendering the shipment. You assume all risk of loss in excess of Carrier released-value coverage.

16. Disclaimer of warranties

THE APP, THE SERVICE, AND THE BROKERAGE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, SHIPEASY DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY OF QUOTES OR ROUTING, AND TIMELY PICKUP OR DELIVERY.

17. Limitation of liability

17.1 Software-side cap

For all claims arising from or relating to the App or the Service (other than claims arising from a specific shipment under § 17.2), ShipEasy’s total cumulative liability is limited to the greater of (a) the fees paid by you to ShipEasy in the twelve (12) months preceding the event, or (b) US$100.

17.2 Brokerage-side cap

For all claims arising from or relating to a specific shipment booked through the Service, ShipEasy’s liability is limited to the fees actually earned by ShipEasy on that specific shipment (i.e., ShipEasy’s service margin on the Booking).

17.3 No indirect damages

IN NO EVENT WILL SHIPEASY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING LOST PROFITS, LOST DATA, LOSS OF BUSINESS, OR BUSINESS INTERRUPTION, EVEN IF SHIPEASY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

18. Indemnification

You will defend, indemnify, and hold harmless ShipEasy, its affiliates, and their officers, directors, employees, and agents from any third-party claim arising from your breach of these Terms, the SSA, or the AUP; your shipment of goods through the Service; inaccurate information you provided; or your end customers’ claims against you for which they assert ShipEasy is responsible despite not being a party to the Carrier contract.

19. Force majeure

Neither party will be liable for failure or delay in performance (other than payment obligations) to the extent caused by circumstances beyond its reasonable control, including acts of God, war, terrorism, cyberterrorism, pandemic, government action, embargoes, strikes, Carrier failures, weather, mechanical failure, internet or telecommunications outages, or acts or omissions of upstream providers.

20. Termination

You may terminate at any time by uninstalling the App. ShipEasy may suspend or terminate your access on notice (a) for material breach, (b) for failure to pay, (c) for violation of applicable law, or (d) for any other reason on thirty (30) days’ prior written notice. On termination: we cease processing new Bookings; we complete in-progress Bookings to the extent reasonably possible; you have the ability to perform a self-service CSV export of all Merchant Data and Order Data for a period of thirty (30) days following termination (we send the export link to the email on file in your Shopify admin at the time of uninstall); and we anonymize Merchant Data per the Privacy Policy retention schedule.

21. Modification of Terms

ShipEasy may modify these Terms from time to time. For material changes, ShipEasy will provide at least thirty (30) days’ prior notice. If a material change would adversely affect your rights, you may terminate use of the Service before the change takes effect.

22. Governing law; dispute resolution

These Terms are governed by the laws of the State of California, without regard to its conflict-of-laws principles. The exclusive venue for any judicial action is the Superior Court of California, County of Orange, or the United States District Court for the Central District of California. Any dispute SHALL BE RESOLVED by binding arbitration administered by JAMS pursuant to its Comprehensive Arbitration Rules, seated in Orange County, California, before a single arbitrator. EACH PARTY WAIVES ANY RIGHT TO BRING OR PARTICIPATE IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION.

Notwithstanding the above, either party may bring an individual action in small-claims court, and either party may seek injunctive or equitable relief in any court of competent jurisdiction to protect intellectual property or confidential information. The prevailing party in any dispute is entitled to recover its reasonable attorneys’ fees and costs.

23. Acceptable Use Policy

Your use of the Service is also governed by ShipEasy’s Acceptable Use Policy, incorporated by reference. Violations may result in suspension or termination.

24. Copyright complaints (DMCA)

ShipEasy responds to notices of alleged copyright infringement per the Digital Millennium Copyright Act (17 U.S.C. § 512). To report alleged infringement, send notice to:

DMCA Designated Agent
c/o Provenance SCS Inc. (dba ShipEasy)
PO BOX 3376, CYPRESS, CA 90630
Copy: legal@shipeasyco.com

25. General provisions

These Terms, together with the SSA, AUP, Privacy Policy, and DPA, constitute the entire agreement and supersede all prior agreements. If any provision is found unenforceable, the remaining provisions remain in force. No failure or delay in exercising any right operates as a waiver. You may not assign these Terms without our consent; we may assign in connection with a merger, acquisition, financing, or asset sale. These Terms confer no rights on any person other than the parties. The parties are independent contractors. Notices to ShipEasy must be sent to legal@shipeasyco.com with a postal copy to Provenance SCS Inc. (dba ShipEasy), PO BOX 3376, CYPRESS, CA 90630, Attn: Legal.

26. Contact

• Support: support@shipeasyco.com
• Billing or refund disputes: billing@shipeasyco.com
• Legal notices: legal@shipeasyco.com
• Privacy: privacy@shipeasyco.com
• Security: security@shipeasyco.com