Terms & Conditions

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THESE STANDARD TERMS AND CONDITIONS OF SERVICE (“TERMS”) GOVERN COMPANY’S ACCESS AND USE OF VEHO SERVICES. CAPITALIZED TERMS HAVE THE DEFINITIONS SET FORTH HEREIN.

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COMPANY ACCEPTS AND AGREES TO BE BOUND AND ABIDE BY THESE TERMS BY THE ACT OF (1) EXECUTING AN ORDER FORM THAT REFERENCES THESE TERMS, (2) CLICKING A BOX INDICATING ACCEPTANCE, (3) SUBMITTING A SERVICES REQUEST, OR (4) RECEIVING SERVICES FROM VEHO. IF THE INDIVIDUAL ACCEPTING THESE TERMS IS ACCEPTING ON BEHALF OF COMPANY OR OTHER LEGAL ENTITY, SUCH INDIVIDUAL REPRESENTS THAT THEY HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS, IN WHICH CASE THE TERM “COMPANY” SHALL REFER TO SUCH ENTITY.  VEHO MAY UPDATE THESE TERMS FROM TIME-TO-TIME, AT VEHO’S SOLE DISCRETION, WHICH WILL BE EFFECTIVE 30 DAYS AFTER THEY ARE POSTED AT HTTPS://WWW.SHIPVEHO.COM/CLIENT/TERMS. REASONABLE COMMUNICATION OF MATERIAL UPDATES TO THESE TERMS WILL BE ISSUED BY VEHO. THE TERMS IN FORCE EACH TIME ANY OF THE SERVICES ARE PERFORMED WILL GOVERN. IF COMPANY DOES NOT WISH TO BE BOUND BY THESE TERMS, THEN IT MUST NOT USE VEHO’S SERVICES, INCLUDING ANY VEHO TECHNOLOGY.

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1. KEY DEFINITIONS. “Agreement” means these Terms together with each Order Form, any applicable incorporated documents, and any Individual Service Transaction (defined in Section 2.3). “Order Form” means an ordering document signed by both Parties and specifying the applicable rates and charges offered by Veho for the Services it makes available hereunder based on agreed upon operating parameters and shipping characteristics. “Veho” means Veho Logistics, LLC. “Company” means the client, company, organization and/or entity agreeing to or accepting these Terms. “Party” or “Parties” shall mean, individually Veho or Company, as the context requires and, collectively, Veho and Company. “Affiliate(s)” means an organization that directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, another organization. As used in this definition, the term "control" (including the terms "controlled by" and "under common control with") means the power to direct or cause the direction of the management and policies of an organization through the ownership of more than 50% of the voting securities of an organization. “Tender” means Company’s tender or provision of a parcel to Veho or a third-party carrier of Veho in order to receive Services. “Tender Location” means the location for Tender as set out in the Order Form or as otherwise mutually agreed to by the Parties, which may be a Company facility, or a Veho or Affiliate warehouse.

2. Veho Services.  

2.1. Services. Veho provides a variety of logistics services, including access to a digital marketplace platform, arranging for first-, middle-, and last-mile transportation of parcels from or to destinations including those of Company’s and if applicable, its merchant’s customers (“Consignees”), and other related services as set out in the Agreement, or as requested by Company from time to time and accepted by Veho (the “Services”). Company acknowledges that Veho owns no trucks and transportation related Services are provided solely in its capacity as a third-party intermediary. Except as otherwise expressly set forth in an Order Form, time for completion of transportation shall be established as reasonable dispatch, and any time quoted by Veho for transportation are estimates only. In the event of any direct conflict between these Terms and the terms of an applicable Order Form, the terms of the applicable Order Form will control.

2.2. Severe Weather Conditions. In the event severe weather creates unsafe conditions for the performance of Services or transportation or when driving is considered by Veho, its Affiliates, or a third-party carrier or broker to be dangerous, Veho may in its sole discretion delay or suspend the Services without incurring any liability. Veho will use reasonable efforts to give Company prior notice whenever severe weather conditions are expected to cause delay or suspension, and will provide Company with updated times for completion of Services, and/or hours of operation. When Services or transportation have been delayed or suspended due to such conditions, those will be resumed as soon as practicable once such conditions cease to exist.

2.3. Services Request Procedure.

2.3.1 "Services Request" means Company's request or purchase order for Services issued to Veho hereunder in accordance with an Order Form, and will include basic parcel characteristics such as Consignee’s name, destination address, origin address, phone number, dimensions, description of the contents of the parcel, and any parcel placement instructions. "Individual Service Transaction" means any Services Request that has been accepted by Veho. “Truck Level Manifest” means the Veho package IDs for all parcels that Company or its agents or contractors load onto a truck for Tender for a particular Tender Location.

2.3.2. Company shall initiate all Services Requests and provide Truck Level Manifests via the application programming interface made available by Veho (“API”), or some other method as agreed to in writing by Veho. Veho’s acceptance of any Services Requests will be indicated via the API, by responding with generation of a label formatted for Veho Services, by written confirmation, or invoice, or by providing the Services specified in the Services Request. Veho's acceptance of a Services Request, whether or not it issues a receipt for that Services Request, shall serve as Company’s acknowledgement that the requested Services are governed by the Agreement. Veho has the right to reject any Services Request.

2.3.3. Individual Service Transaction. For each Individual Service Transaction and subject to the terms and conditions of the Agreement, Veho will (a) generate a Veho label containing a unique barcode, (b) arrange for transportation of the parcel to a Consignee’s address (as provided in the Services Request) via the Veho Technology, (c) provide Company with access to and use of the Veho Technology as further set forth herein, (d) process Company parcels provided for Tender, (e) communicate with the Consignee in connection with the Services as appropriate, and (f) for parcels (excluding Unserviceable parcels as defined in Section 2.5) that do not result in Completed Services after the first attempt to complete Services, Veho will, in its sole discretion, endeavor to reattempt the Services, contact Consignee to coordinate parcel placement instructions, and/or consult with Company for further direction.

2.4. Completed Services. Services for each parcel are deemed complete once the parcel is dropped-off to the Consignee’s address as it appears in the Services Request or as timely modified by Company or Consignee, including Consignee’s front door, back door, apartment lobby or mailroom, or a similar drop-off or pickup point in the immediate surroundings, provided it is reasonably safe (“Completed Services”). A GPS stamp or a photo of the parcel at the Consignee’s address is sufficient evidence for Completed Services. Neither Veho, its Affiliates, nor third-party carriers or brokers shall be liable for any theft, loss, or damage that occurs to a parcel or its contents after Completed Services. Unless directed otherwise by Company or the Consignee, Veho may, in its discretion, continue to arrange delivery attempts of a parcel until it results in Completed Services.

2.5. Unserviceable Parcels.

A) A parcel is considered “Unserviceable” when (i) a parcel does not result in Completed Services due to no fault of Veho or the third party carrier; (ii) the shipping label is damaged or otherwise unreadable or unable to be scanned; (iii) the Consignee address is outside of the Veho service area in the market where the parcel was scheduled for a delivery; (iv) Company provides insufficient or inaccurate Consignee information, including an invalid address; (v) the parcel is tendered to Veho with damage in excess of the threshold for acceptable damage separately agreed upon between Veho and Company (the “Damage Threshold”); (vi) other defects reasonably prevent Veho from arranging delivery of the parcel in the normal course of business; (vii) Company tenders to Veho duplicate parcels, or parcels containing Prohibited Commodities or unapproved Regulated Commodities; (viii) Veho is directed by Company or Consignee not to provide Services, including but not limited to order cancellation by Consignee or by Company outside of the applicable Cancellation Window, or refusal of delivery by Consignee; (ix) Company or Veho determine that it would be reasonably unsafe to Complete Services for a particular Consignee; (x) Company provides a parcel for Tender that is not intended for Veho, or is provided for Tender at an incorrect Tender Location; (xi) Company Tenders a parcel with contents that are otherwise prohibited or unpermitted by the Agreement; (xii) Company Tenders a parcel addressed to a military address or freight forwarder; (xiii) Company instructs Veho to discard a perishable parcel and a Federal holiday is between the Tender date and the estimated delivery date; or (xiv) Company Tenders a parcel addressed to a commercial address and it does not result in Completed Services due to attempts to drop off on a Federal holiday, Saturday, Sunday, or other date at which the commercial address will be closed.

B) Veho shall determine in its sole reasonable discretion whether a parcel is Unserviceable. If a parcel is Unserviceable, Veho shall, in its sole discretion and at Company’s expense, either arrange for the return of such parcel to Company, arrange for the disposal of such parcel as directed by Company, or offer to arrange for transportation of such parcel (if reasonably feasible) to the intended recipient at Company’s expense. While Veho will make reasonable attempts to arrange for the return of Unserviceable parcels when applicable, it does not guarantee such returns and bears no liability for these parcels by virtue of them being Unserviceable. For the avoidance of doubt, Company is still responsible for Fees in connection with parcels that are Unserviceable. Notwithstanding the foregoing, Veho will not arrange for the return of Unserviceable parcels containing perishable items and shall dispose of such parcels without any liability or responsibility for such disposition. Company shall provide all necessary information to Veho when requesting any parcel be disposed of so that Veho can comply with any applicable laws related to disposal. If, in Veho’s sole discretion, a damaged parcel with perishable contents exceeds the Damage Threshold, such parcel will be disposed. Unless damage is due to the fault of Veho or its carriers, Company shall be responsible for disposal costs.

2.6. Company's Parcels. Unless otherwise agreed in a signed writing, title to parcels will remain with Company or its merchants. Company represents and warrants that: (a) it will submit true, accurate, and correct information regarding itself, its parcels and the contents within, and the circumstances of their movements; (b) it will have sufficient right, title, and interest in and to the parcels allowing it to Tender to Veho, including where applicable the authority to act as either the owner or the authorized agent of the owner. To the extent Company is acting as an agent, it enters into the Agreement on behalf of itself and the owner for the Services related to such parcels; (c) it will not Tender any items prohibited by the Agreement; (d) it will not violate any applicable law or regulation of any governmental authority with jurisdiction over Company, Company’s parcels, or the Services that Company requests; (e) it has the right and authority to contract with Veho for the Services set forth in the Agreement, including the right to provide all applicable Consignee information to Veho without the need for further notices, approvals, or consents; (f) it shall not make or publish any false or misleading representations, warranties, or guarantees on behalf of Veho, including with respect to the performance of the Services; and (g) if Company makes available Veho Services to merchants, Company is solely responsible for entering into and complying with an enforceable agreement with such merchant for the Services contemplated herein and has the authority to grant Veho the necessary rights to perform the Services and to Tender parcels on such merchant’s behalf.

2.7. Accurate Information. Accurate information is essential for Veho to provide Services, including to operationally plan for daily volume by facility. Company acknowledges and agrees that Company is solely responsible for the accuracy of all parcel and Consignee-related information, including labels, manifests, documents, and declarations provided to Veho. Company must immediately advise Veho of any errors, discrepancies, incorrect statements, or omissions.

2.8. Shipment Preparedness. Company will ensure that all parcels are readily available for Tender at the date and time mutually agreed by the Parties (“Service Time”). Company shall properly pack and mark each parcel, and ensure each parcel is completely enclosed by a container and is Tendered in a safe manner. It is the responsibility of Company to adequately package parcels for all temperature extremes and handling conditions. Company agrees to provide each Truck Level Manifest at least twenty-four (24) hours prior to Tender or upon such truck’s departure when the Tender Location is a Veho or Affiliate warehouse. When the Tender Location is a Veho or Veho Affiliate warehouse, Company will ensure Veho is kept updated on the status and expected arrival time of the relevant parcels at the Tender Location. It is at Veho’s sole discretion whether to provide Services for parcels that are Tendered to Veho outside the Service Time. If, at the Service Time, parcels are not present for Tender, not packaged or labeled in accordance with the requirements of the Agreement, or Company is not otherwise prepared for Tender in Veho’s sole reasonable discretion, Veho reserves the right to reschedule Services for some or all of the parcels. Company acknowledges and agrees that Services for such untimely parcels may be delayed and any times or estimates for transportation of parcels for delivery or pickup shall be adjusted accordingly based on the actual date and time of Tender.

2.9. Shipment Characteristics. Company agrees that if Company Tenders parcels with parcel or shipping characteristics that are not mutually agreed upon, including, but not limited to, Company’s Tendering of parcels with dimensions or weight differing from those listed on any applicable Order Forms or Services Request, or Tendering of non-palletized parcels, then it will entitle Veho, in Veho’s sole discretion, to amend the Fees upon notice to Company, and Company agrees to pay Veho for such amended Fees.

2.9.1. Limits to Parcel Size: Company shall provide accurate dimensions and weight of the parcel in the Services Request. Unless separately agreed in writing otherwise, Company may not use the Services for any oversized parcels (a) having length in excess of 48 inches, (b) having weight in excess of 50 pounds, (c) having a total volume in excess of 2.6 cubic feet, or (d) which cannot reasonably be handled by a single able-bodied individual. Services do not include assembly or disassembly and Company warrants that all goods or parcels Tendered to Veho will not require assembly or disassembly. Veho reserves the right to measure and weigh the parcel and apply any applicable charges, including oversize Surcharges, to any oversize parcel. To the extent Company Tenders an oversized parcel, Veho shall, at Company’s expense and in Veho’s sole discretion, either (x) arrange for its transportation to the intended recipient, or (y) at Company’s option, return it to Company or dispose of it in accordance with Company’s instructions.

2.9.2. No Temperature Control:  Company acknowledges and agrees that Veho does not arrange for or require climate control for the transportation or holding of Company’s parcels. All parcels will be transported and held in ambient facility/vehicle temperatures. Furthermore, neither Veho, its Affiliates, nor any third-party carriers or brokers will compensate Company or any third party for spoilage or any consequential damage that arises from the lack of climate control in vehicles and facilities. Company shall not use Veho Services to transport parcels, including but not limited to perishable items, if they require that the Services maintain temperature control for safety.

2.9.3. Regulated Commodities: Company shall at all times fully disclose to Veho in writing any pertinent information regarding the contents of the parcels, including, but not limited to, the kind and quantity of any Regulated Commodities if Tendered, whether any parcel includes human or animal food products subject to federal regulations for the sanitary transportation of such products, and any other information necessary to ensure Services are provided in compliance with all applicable laws and safety requirements. Without limiting the generality of the foregoing and subject at all times to Section 2.9.4 (Prohibited Commodities), Company must obtain prior written express approval from Veho prior to using the Services to arrange for transportation of any of the following: (a) alcohol or alcoholic beverages; (b) biological substances, category B, and exempt human or animal specimens; (c) perishables including, but not limited to, plants, meat, poultry, fish, and perishable products derived therefrom; (d) contents (including packing materials) that are highly regulated or require or may require special license or conditions for transportation or storage or that may cause damage or harm to personnel, equipment, or other parcels; (e) tobacco, vaping, nicotine, and related products; and (f) dangerous goods and hazardous materials and substances regulated under applicable law, including Title 49 of the Code of Federal Regulations (“49 CFR”) in small/limited quantities qualified as exceptions under applicable law  (collectively, “Regulated Commodities”). Company acknowledges that Veho’s acceptance of any unapproved Regulated Commodities is unintended. Where Company receives prior written approval and Tenders any materials described in this Section, Company must package parcels in accordance with applicable law and to allow for the safe transportation of such materials and to prevent damage to other parcels, and provide Veho with copies of all Material Safety Data Sheets and any other backup documentation for such materials. In any case, Company will comply with all applicable laws and regulations relating to the transportation of Regulated Commodities, including, dangerous goods, hazardous substances, and hazardous materials as defined in 49 CFR Section 172.800 and Section 173 et seq. to the extent that parcels will be Tendered to Veho containing any of the same. Company understands and agrees it assumes all risk of loss or damage to any Regulated Commodity Tendered pursuant to this section without prior written express approval. Company agrees that it will properly classify, package, mark, and label all Regulated Commodities parcels Tendered to Veho so the parcels and transportation thereof comply with applicable laws. In addition, Company acknowledges and agrees that Veho may refuse to accept, may return, or may properly dispose of Regulated Commodities parcels if Veho determines that the parcels violate the Agreement, including if they are improperly prepared. Company also represents and covenants that all its employees involved in preparing Regulated Commodities parcels containing dangerous goods for Tender have been properly trained under the requirements of 49 CFR and all other applicable laws, and will provide supporting proof of such training upon request.

2.9.4. Prohibited Commodities: Company is prohibited from using the Services for parcels containing hazardous materials and substances and dangerous goods (excluding approved Regulated Commodities), and other prohibited items, including, but not limited to: (a) fireworks and explosives; (b) animals; (c) currency and currency-like instruments; (d) infectious and suspected infectious materials; (e) any item whose handling or transportation is prohibited by federal, state, or local law, statute, or regulation, for any reason, in a state where it is intended to be transported; (f) firearms and ammunition; (g) wet, leaking, odorous, off-gassing (e.g., dry ice) parcels; and (h) controlled substances as defined in 21 U.S.C. § 802(16) (collectively, “Prohibited Commodities”). Company will notify Veho immediately to the extent any parcels contain Prohibited Commodities, and without limitation, Company acknowledges and agrees any use of Veho Services to transport Prohibited Commodities in violation of this section is at Company’s sole risk. Neither Veho, its Affiliates, nor any third-party carriers or brokers will be responsible for any liability, loss, damage, or penalties of any kind arising from Prohibited Commodities that are Tendered to Veho.

2.10. Insurance. Veho shall maintain where applicable the following insurance coverages: (a) Workers’ Compensation insurance coverage in accordance with applicable laws; (b) Commercial General Liability insurance on an occurrence basis with minimum limits of $1,000,000 per occurrence; and (c) Employee Theft and Dishonesty, Crime, or a Fidelity Bond of $10,000 per occurrence. ​​Veho shall require third-party carriers maintain the following insurance coverages for themselves as applicable: (a) Commercial General Liability Insurance on an occurrence basis with minimum limits of $1,000,000 per occurrence; and (b) Auto Liability insurance insuring against liability arising out of and covering the use of their vehicle(s), with a minimum combined single limit of liability of $1,000,000 per occurrence for bodily injury, including injuries resulting in death, and property damage. Company’s third party carriers (if any) are responsible for maintaining their own industry standard insurance coverage. If a Company third party carrier damages a Veho or Veho Affiliate warehouse, or the improvements or property thereon or appurtenant thereto, then without limitation, Company will reasonably cooperate with Veho, including to obtain such third party carrier’s insurance, contact, and reasonably related information.

2.11. Right to Inspection and Refusal. In the course of providing Services, Company acknowledges and agrees that parcels may be opened and subject to inspection in Veho’s reasonable discretion; and Veho also reserves the right to refuse acceptance of any parcel in its sole discretion. Veho is under no obligation to inspect any parcel.

2.12. Communications with Consignee. The terms of Veho’s Data Processing Agreement, attached hereto as Schedule 1 (the “DPA”) and hereby incorporated by reference and made a part of the Agreement, will apply to the extent any Consignee information provided by Company contains personal information that will be processed by Veho. Company shall only provide Consignee information to Veho via the API, except as otherwise agreed upon by the Parties. Consignee information provided by Company will be used by Veho to provide the Services, including to communicate with Consignee through SMS, phone, and email. Company represents and warrants that it has given legally sufficient notices to, obtained legally sufficient consents and permissions from, reserved all necessary rights, and possesses any necessary legal bases, as may be required under applicable law or otherwise, for Company and Veho and its Affiliates to collect, use, share, and otherwise process such Consignee information to provide the Services, including for the initial communication with the Consignee via SMS in connection with the Services. Company acknowledges and agrees that nothing herein prevents or restricts Veho’s or its Affiliate’s use of personal information (x) that Veho receives from sources other than Company, including Veho’s own end users, even if it’s the same or duplicative of personal information provided by or on behalf of Company; and/or (y) to update, at Consignee’s direction, such individual’s profile and delivery instructions across all of the individual’s orders through Veho.

2.13. Safety. In the event Company transfers or seeks to transfer goods or parcels to Veho that, in Veho’s sole discretion, (a) represent a risk to the safety of Veho, its Affiliates, any third-party carrier or broker, or any third party, whether the risk is to property or persons, including but not limited to pallets that are stacked greater than six (6) feet inclusive of pallet height, (b) are improperly wrapped, or (c) are economically or operationally impracticable to provide Services, then Veho may refuse to accept, or return to Company, such goods or parcels at Company’s expense.

3. PRICE AND PAYMENT; COMPANY RESPONSIBILITIES.  

3.1. Price. Except as otherwise provided in an Order Form, Company will be invoiced weekly for Fees for labels generated (unless canceled during the applicable Cancellation Window) in accordance with the rates, charges, and provisions (“Rates”) set forth in the Order Form and the Agreement, and any applicable surcharges, ancillary fees, and accessorials as per https://www.shipveho.com/pricing-and-surcharges ("Surcharges"), which is incorporated by reference and made a part of the Agreement (collectively “Fees”). Except as set forth in the Order Form, It is the sole responsibility of Company to monitor the Surcharges, which are each subject to periodic updates without prior notice. Fees are subject to an annual general rate increase in the sole discretion of Veho, and are effective upon thirty (30) days’ notice. Any quoted rate(s) provided by the quotes API made available by Veho are estimates only and provided solely for informational purposes. Quoted pricing and/or rates may vary from final actual amount(s) invoiced depending on variables in accordance with the Agreement including but not limited to service date and time, route, changes in parcel or shipping characteristics, applicable Surcharges, and/or service availability. In the event of any conflict between the quoted rate(s) provided by the quotes API and the Rates set forth in the Order Form, the Rates set forth in the Order Form shall prevail, govern, and apply.

3.1.1. Cancellation Window. Company may cancel any generated labels or Individual Service Transaction without charge up until the earlier of: (a) 9 PM prior to the shipDate as provided by Company in the Services Request; or (b) prior to sending the Truck Level Manifest to Veho, in each instance [both (a) and (b)], provided that the parcel has not been Tendered (“Cancellation Window”). Charges for Services canceled after the Cancellation Window are not reimbursable.

3.1.2. Notice of Company Facility Closure: Where the Tender Location is a Company facility or retail store and such facility or store will be closed or otherwise unavailable to Tender parcels at the Service Time, Company must provide Veho 24-hours advance notice to avoid being charged for arrangement of pickup of Company parcels from its facilities. Company acknowledges that Veho expends resources, time, and cost for each scheduled Tender. As such, if Company fails to provide such advance notice, such charges are not reimbursable regardless of whether Tender occurs at a later time.

3.2. Taxes. Company is responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental entity on any amounts payable by Company hereunder; provided, that, in no event shall Company pay or be responsible for any taxes imposed on, or regarding, Veho’s income, revenues, gross receipts, personnel, or real or personal property, or other assets. Unless Company otherwise provides Veho a valid exemption certification from the applicable taxing authority, Company shall reimburse Veho and hold Veho harmless for all taxes that it is so responsible for arising out of the Agreement.

3.3. Payment Terms. Company shall pay the full amount of all invoices within seven (7) days from the date of such invoice. Company shall make all payments in US dollars. Past due amounts are subject to a finance charge of the lesser of 0.4% per week or the maximum amount permitted by law. Company’s obligation to pay Fees shall survive termination or expiration of the Agreement.

3.4. Liability and Compensation for Lost and Damaged Parcels. The term “Services” shall not be construed to mean the physical performance of transportation. All physical transportation will be completed by third party motor carriers, indirect air carriers (IACs), and air carriers, as applicable. The Agreement is not intended to be and shall in no event be construed as a contract-for-carriage. Transportation services arranged by Veho in conjunction with logistics services are done strictly in its capacity as a property broker licensed by the Federal Motor Carrier Safety Administration (“FMCSA”) under docket number MC1255848 and USDOT number 3647353 and, with respect to air transportation services, as Company’s limited agent as set forth in Section 3.6 hereof. Veho is not and shall not be deemed to be a motor carrier, IAC, or air carrier of any type under any circumstances pursuant to the Agreement. Notwithstanding anything to the contrary, Veho shall not be held liable for loss, shortage, damage, or delay in the transportation of Company’s parcels or the contents unless caused by Veho’s negligent acts or omissions as a property broker or, with respect to air transportation services, Veho’s actions outside the scope of its limited agency, and neither Veho, its Affiliates, nor third-party motor carriers, brokers, IACs, or air carriers, shall be held liable for any consequential damage to a Consignee,  Company, or any other third party, as a result of shortage, delay, or lost or damaged parcels. Veho will, at Company’s request and at Veho’s reasonable discretion, provide cargo claims management services for Company’s claims for Lost or Damaged Parcels.  Company must file such claims for Lost or Damaged Parcels with Veho within sixty (60) days from the delivery date or, in the event delivery does not occur, the scheduled delivery date. As part of the claims management service, Veho will process, submit, and negotiate claims on Company’s behalf, provided that, Veho makes no guarantee of recovery on claims and does not assume liability for claims solely because of the management of claims. Service credits will be provided for approved Lost or Damaged claims, and if so provided, Company’s rights and interest in the claim shall be automatically assigned to Veho so as to allow Veho to subrogate its loss. Notwithstanding the foregoing and anything to the contrary, in no event shall Veho’s, its Affiliates’, and third-party carriers’ (including IACs and air carriers for air shipments) and brokers’ aggregate liability for loss, shortage, damage, or delay exceed: (i) $100,000.00 per truckload for truckload shipments, (ii) $2.00/lb per less-than-truckload shipment, (iii) twenty-two Special Drawing Rights (22 SDR) per kilogram for air shipments; and (iv) $100.00 per all other Lost or Damaged parcels, as applicable. Parcels are considered “Lost or Damaged” if parcels Tendered to Veho do not result in Completed Services. Lost or Damaged parcels exclude Unserviceable parcels and Veho, its Affiliates, and third party carriers and brokers shall have no liability for Unserviceable parcels. THIS SECTION 3.4 SETS FORTH COMPANY'S SOLE REMEDY AND VEHO'S ENTIRE LIABILITY FOR ANY LOST OR DAMAGED CLAIMS HEREUNDER.

3.5. Temporary In-Transit Storage of Parcels. All parcels, including, but not limited to, Unserviceable parcels, will remain in-transit and will be subject to the terms of Section 3.4 of these Terms from the time of Tender to the completion of the Services. Company acknowledges and agrees that all parcels, including, but not limited to, Unserviceable parcels, temporarily held in a facility owned or operated by Veho, an Affiliate, or a third party, shall neither terminate transportation nor alter the fact that the parcels remain in-transit. Unless otherwise agreed to by Veho in writing, Veho or its Affiliates will in no circumstance be construed as a “warehouseman” or “bailee” under applicable law.

3.6. First Mile Air Skipping. If the Services include Veho arranging for first mile air transportation Services from a Company facility: Company hereby appoints Veho, and Veho hereby accepts such appointment, to act as Company’s true and lawful agent for the limited purpose of arranging for such air transportation services with third-party providers, including, but not limited, indirect air carriers (“IACs”); Veho will have the power and authority to perform all actions and tasks required or necessary to accomplish the air transportation services on Company’s behalf, including, but not limited to, entering into agreements with IACs and other service providers or executing air waybills as Company’s agent; and Company understands and acknowledges that Veho is not an IAC and only engages IACs and other service providers as Company’s limited agent. For parcels transported via air, Company represents and warrants that: (i) it holds title to all goods it Tenders to Veho for air transportation; (ii) all information provided by Company to Veho with regard to such parcels is true, accurate, and complete; (iii) it has complied with and will comply with all local, state, federal, and international laws and regulations regarding the transportation of parcels by air; and (iv) Company shall indemnify, defend, and hold Veho harmless, from any and all claims arising from Veho’s Services which are within the scope of Veho’s agency outlined in this Section.

4. TERM & TERMINATION.

4.1. Term. These Terms commence on the date Company first accepts them and continues until terminated in accordance with Section 4.2 below.

4.1. Termination. Either Party may terminate the Agreement or any Order Form, without cause, upon providing ninety (90) days’ written notice to the other Party. Either Party may terminate these Terms and/or any Order Form in the event of a Material Breach by the other Party, (i) upon the other Party’s failure to cure within fifteen (15) days of written notice of such Material Breach, or (ii) immediately upon written notice to the other Party if such Material Breach is incurable. The following events shall, without limitation, constitute a “Material Breach” by either Party: (a) the non-payment of any compensation, charges, costs, debts, expenses or other obligations accruing and owed under the Agreement; (b) the material violation of, or failure to comply with, the Agreement, including, without limitation, any obligation, representation, or warranty made in the Agreement.

5. RELATIONSHIP OF THE PARTIES. Each of the Parties is an independent contractor of the other Party and shall not be considered to be an employee, agent, partner, distributor, or representative of the other, and nothing in the Agreement will be construed to create a partnership, joint venture, franchise, fiduciary, employment, or agency relationship between the Parties, and neither Party has any express or implied authority to assume or create any obligations on behalf of the other or to bind the other to any contract, agreement, or undertaking with any third party except as may be explicitly provided for herein or authorized in writing by the Parties, in each instance, if applicable, except as expressly set forth in Section 3.6 hereof with respect to the limited agency for air transportation services. Neither Party may issue any press release or other public statement regarding the Agreement or the relationship of the Parties without the other’s prior written consent, except that either Party may, without the other Party’s consent, reference the other Party’s name, trademarks, logos, or other indicia of origin solely for the purpose of indicating that Company is a customer of Veho.

6. VEHO TECHNOLOGY. Nothing in the Agreement shall grant Company the right to use Veho’s or its Affiliates’ proprietary hardware, software, products, services, documentation, content, and data, including, without limitation, the API and the digital marketplace platform operated by Veho Tech, Inc. (collectively, “Veho Technology”), other than for receipt of the Services in accordance with the Agreement. Veho Technology is and will remain the sole and exclusive property and Confidential Information of Veho and/or its Affiliates, and all rights, title, and interest therein, and all copies thereof, including, without limitation, any and all intellectual property and proprietary rights in or to any of the foregoing, are retained by Veho and/or its Affiliates. Subject to the terms of the Agreement, Veho grants Company, and if applicable, Company’s Authorized Users, a limited, revocable, non-exclusive, non-sublicensable, non-transferable license to access and use the Veho Technology during the term of the Agreement and solely in accordance with the Agreement. Company shall not present, disclose, or discuss the Veho Technology with or to any third party during or after the duration of the Agreement unless required to do so by law or with explicit written consent from Veho. In using any Veho Technology, Company is responsible for implementing sufficient measures to satisfy Company’s particular requirements for anti-malware or virus protection and accuracy of data input and output, and for maintaining means for any reconstruction of any lost data. Without limiting the foregoing, Company agrees that it and its Authorized Users will not: (a) copy, modify, alter, tamper with, repair, or otherwise create derivative works of the Veho Technology, or any technology or data included therein; (b) reverse engineer, disassemble, decompile, decode, or otherwise attempt to gain unauthorized access to the Veho Technology, or apply any other process or procedure to derive the source code of the Veho Technology or any technology included in the Services; (c) resell, distribute, publish, or sublicense the Veho Technology; (d) use the Veho Technology in a manner that violates any applicable law; (e) combine or integrate the Veho Technology with any software, technology, services, or materials not authorized by Veho; (f) disable, override, or otherwise interfere with, Veho-implemented communications to end users, consent screens, user settings, alerts, warning, or the like; and/or (g) attempt to cloak or conceal the identity of Authorized Users accessing the Veho Technology. “Authorized User(s)” means Company’s agents, representatives, contractors, and/or any person or entity acting or apparently acting on Company’s behalf, and/or on its Affiliates’ behalf for Affiliates that access the Veho Technology without executing their own separate Order Form. Company shall take reasonable efforts to make all of Company’s Authorized Users aware of the Agreement's provisions as applicable to such Authorized User’s use of the Veho Technology and shall cause Authorized Users to comply with such provisions. Company may not use nor make available to any third party, except Authorized Users, its API key, which it will keep secure at all times. Any third-parties who are Authorized Users must be pre-approved in writing by Veho. Company must use the API Key as its sole means of accessing the Veho Technology. Company’s API Key may be revoked at any time by Veho to comply with applicable law, or for security or other purposes. Company will promptly notify Veho in writing if it becomes aware of a potential breach of security relating to its account(s) with Veho (i.e., the unauthorized disclosure or use of its API key, etc.). Authorized Users must comply with the Agreement and Company is and shall remain responsible and liable for their acts and omissions in connection with the Agreement. Company acknowledges that Veho and its Affiliates make no representations or warranties, express or implied, with respect to the Veho Technology, except as otherwise expressly set forth in the Agreement.

7. DEVELOPMENT OF INTELLECTUAL PROPERTY. In the event that either Party anticipates that there will be intellectual property development for the other Party under the Agreement, the Party anticipating such development will notify the other prior to the commencement of any such intellectual property development and the Parties shall define their respective rights under a separate written agreement.

8. FEEDBACK. BETA SERVICES. If and to the extent that Veho and/or its Affiliates provides (in its sole discretion) Company with early access to features and functionality that are designated as private, unreleased, in development, a pilot, or in “alpha” or “beta” (collectively, “Beta Services”), Company acknowledges and agrees that Beta Services are not supported by Veho and its Affiliates, and Beta Services (or any portion thereof) may be launched publicly or made unavailable at any time (in each case, in their sole and absolute discretion). Beta Services are provided “AS IS” to the fullest extent of the law, and Company’s use of such Beta Services is at Company’s own risk and consent. Beta Services are the Confidential Information of Veho and its Affiliates. Company agrees that participation in any Beta Services will assist Veho and its Affiliates in research, and analyzing and validating some existing and/or prospective programs, products, and/or tools, and that if Company provides Veho and its Affiliates with any comments, feedback, or other information to assist Veho and its Affiliates in evaluating and improving such programs, products, and/or tools (“Feedback”), Veho and its Affiliates will be free to copy, modify, create derivative works, seek intellectual property protections, publicly display, disclose, distribute, license and sublicense, incorporate, and otherwise use the Feedback, including derivative works thereto, for any and all commercial and non-commercial purposes with no obligation or compensation of any kind to Company or any third party. Feedback will also include any Company comments concerning the Services and/or Company’s evaluation and use thereof.

9. INDEMNIFICATION.

9.1. Veho’s Obligations. Veho shall defend, indemnify, and hold harmless Company, its Affiliates, and their respective officers, directors, and employees against any and all actual, potential, threatened, or pending, claims, demands, actions, causes of action, liabilities, judgments, fines, penalties, orders, decrees, awards, costs, and expenses, including reasonable attorneys’ fees, and settlements (collectively “Losses”) arising out of or related to third-party claims for: (a) loss or damage to property (other than parcels or other cargo), or personal injury, including death, which may be sustained by Company, its employees, or third parties, arising out of or in connection with Veho’s negligent performance of the Services, except as specifically stated otherwise herein; (b) Veho’s material breach of any duty, obligation, representation, warranty, or covenant in the Agreement; (c) Veho’s violation of any applicable law, rule, or regulation; or (d) infringement of a U.S. intellectual property right caused by Company’s use of the Veho Technology in strict compliance with the Agreement and technical documentation. Veho’s obligations in this Section shall not apply to the extent that the Losses in this Section 9.1 arise due to the negligent or willful act or omission of Company, its Affiliates, or their employees, agents, or contractors.

9.2. Company’s Obligations. Company shall defend, indemnify, and hold harmless Veho, its Affiliates, and their respective officers, directors, and employees against any and all Losses arising out of or related to third-party claims for: (a) loss or damage to property or personal injury, including death, arising out of or in connection with the Tender of parcels or the contents thereof by or on behalf of Company to Veho, its Affiliates, or third-party carriers in connection with the Service; (b) the design, packaging, labeling, manufacture, distribution, marketing, use or sale of the goods or parcels; (c) Company’s breach of any duty, obligation, representation, warranty, or covenant in the Agreement; (d) the negligent acts or omissions or intentional or willful misconduct of Company or its agents or contractors in connection with the Services or the Agreement; (e) any incorrect or false information provided by or on behalf of Company or Company’s failure to disclose information; (f) the violation of any applicable law, rule, or regulation by Company or its agents or contractors; (g) Company’s or an Authorized User’s alleged misuse of any Veho Technology, (h) a claim that authorized use of any Consignee information infringes the Consignee’s rights; or (i) the Tender of Prohibited Commodities or Regulated Commodities in violation of the Agreement. Company’s obligations in this Section shall not apply to the extent that the Losses in this Section 9.2 arise due to the negligent or willful act or omission of Veho.

9.3. Alternate Remedy. Notwithstanding anything to the contrary in the Agreement, this Section 9 does not apply to any claim (direct or indirect) for which a sole or exclusive remedy is provided for under another section of the Agreement.

9.4. Anti-Indemnity. The preceding indemnity obligations will not be construed in any circumstance to constitute an indemnification contrary to any law that prohibits indemnification against loss, liability, costs, or expenses incident thereto caused by the negligence of such indemnitee. Exclusions in any Party’s insurance coverage(s) shall not exonerate such Party from this liability.

9.5. Indemnification Procedure. An indemnifying party's obligations to indemnify and defend under this Section 9 are expressly conditioned upon: (a) the indemnifying party being provided prompt written notice of any indemnified claim by the indemnified party; provided that, a failure to provide such prompt notice shall not release the indemnifying party from its obligations unless such lack of timely notice materially impacts the ability of the indemnifying party to defend against the claim; (b) the indemnifying party having the sole right to control the defense, and the sole right to agree to any settlement, adjustment, or compromise of the claim; provided that: (i) any settlement, adjustment, or compromise of the claim releases the indemnified party of all liability and shall not result in any financial or non-financial obligations and/or admissions of guilt being imposed on the indemnified party without the prior written consent of the indemnified party in its sole discretion; and (ii) the indemnified party may employ separate counsel at its own expense to participate in the defense of the claim; and (c) the indemnified party providing reasonable cooperation with the indemnifying party in the defense of the claim.

10. LIMITATION ON LIABILITY. EXCEPT FOR COMPANY’S OBLIGATIONS TO MAKE PAYMENT UNDER THE AGREEMENT, IN NO EVENT WILL EITHER PARTY’S OR ITS AFFILIATES’ AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE AGREEMENT (REGARDLESS OF THE FORM OF ACTION GIVING RISE TO SUCH LIABILITY, WHETHER IN CONTRACT, TORT, OR OTHERWISE) EXCEED THE GREATER OF ONE MILLION DOLLARS ($1,000,000) OR THE TOTAL AMOUNT PAID OR PAYABLE BY COMPANY UNDER THE AGREEMENT IN THE 6 MONTHS PRECEDING THE FIRST INCIDENT OUT OF WHICH LIABILITY AROSE. THE FOREGOING LIMITATION WILL NOT APPLY WITH RESPECT TO ANY INTENTIONAL OR WILLFUL MISCONDUCT, GROSS NEGLIGENCE, OR ANY LIABILITIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW. THE PARTIES, THEIR AFFILIATES, AND THEIR  EMPLOYEES, CONTRACTORS, AGENTS, OFFICERS, AND DIRECTORS, SHALL NOT BE LIABLE TO THE OTHER PARTY OR THE OTHER PARTY’S AFFILIATES, AND THEIR  EMPLOYEES, CONTRACTORS, AGENTS, OFFICERS, DIRECTORS, OR ANY OTHER PARTY, FOR ANY LOST PROFITS, LOST REVENUE, OR CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES ARISING IN CONNECTION WITH THE SERVICES, THE AGREEMENT, OR ITS SUBJECT MATTER, REGARDLESS OF THE THEORY OF LIABILITY GIVING RISE TO SUCH DAMAGES, WHETHER ARISING IN CONTRACT, TORT, OR OTHERWISE, AND REGARDLESS OF WHETHER ADVISED OR AWARE OF THE POSSIBILITY OF SUCH DAMAGES. THIS SECTION AND THE FOREGOING LIMITATIONS WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THE AGREEMENT IS FOUND TO HAVE FAILED ITS ESSENTIAL PURPOSE.

11. REPRESENTATIONS AND WARRANTIES OF THE PARTIES. Each Party warrants and represents that: (a) it is duly organized, validly existing, and in good standing under the laws of the jurisdiction in which it was formed and engaged in its own independent trade or business prior to entering into the Agreement; (b) it has full power and authority to execute, deliver, and perform under the Agreement; (c) the Agreement has been duly authorized, executed, and delivered by a corporate representative; and (d) obligations under the Agreement shall be performed in compliance with any obligations to third parties and all applicable laws, rules, or regulations of any governmental entity or agency. Company represents and warrants that it will not provide access to the Services, except to Authorized Users who are bound in writing by use and nondisclosure restrictions which are no less protective than those contained in the Agreement.

12. DISCLAIMER. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH HEREIN, THE USE OF THE SERVICES AND VEHO TECHNOLOGY IS AT COMPANY’S OWN RISK, THE SERVICES, VEHO TECHNOLOGY, AND ANY CONTENT CONTAINED ON VEHO TECHNOLOGY ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, AND VEHO MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING THE ACCURACY OR COMPLETENESS OF ANY INFORMATION PROVIDED TO COMPANY OR OTHERWISE. VEHO EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NONINFRINGEMENT, AND ANY AND ALL WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. VEHO MAKES NO WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF SERVICES. WITHOUT LIMITING THE FOREGOING, VEHO DOES NOT REPRESENT NOR WARRANT THAT THE SERVICES, VEHO TECHNOLOGY, ANY CONTENT CONTAINED ON VEHO TECHNOLOGY, OR ANY SERVICES OR ITEMS OBTAINED OR TRANSACTED THROUGH VEHO TECHNOLOGY WILL BE ACCURATE, RELIABLE, ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT VEHO TECHNOLOGY IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE SERVICES, VEHO TECHNOLOGY OR ANY SERVICES OR ITEMS OBTAINED OR TRANSACTED THROUGH VEHO TECHNOLOGY WILL OTHERWISE MEET COMPANY’S NEEDS OR EXPECTATIONS. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

13. CONFIDENTIALITY. In connection with the Agreement, including the performance and acceptance of Services, Veho, Company, and their Affiliates may exchange technical, product, financial, and business information that is confidential or proprietary to a Party or its Affiliates (“Confidential Information”). Confidential Information shall be limited to information clearly marked as confidential or proprietary, or information that is disclosed verbally and identified as confidential or proprietary when disclosed. Each Party will hold all Confidential Information of the other Party in strict confidence and will only use it to perform their respective obligations and exercise their rights under the Agreement. Confidential Information may be disclosed by a Party to its Affiliates, and their employees, agents, contractors, consultants, professional advisors, and actual or prospective lenders or investors, who have a good faith need to know such information for the purposes of the Agreement, provided the person receiving the information has a confidentiality obligation to the disclosing party that is at least as stringent as the confidentiality terms of the Agreement (and the receiving party shall be liable for their breach of confidentiality) and they use the Confidential Information solely for purposes related to the receiving party’s obligations under the Agreement. The receiving party shall protect and safeguard the Confidential Information against unauthorized disclosure by procedures no less stringent than those it uses for protecting its own confidential or proprietary information, and in any event by use of no less than a reasonable degree of care. Notwithstanding the foregoing, under no circumstances may Company disclose Confidential Information describing Veho’s business, network, and/or operations to any competitor of Veho. Each Party retains all intellectual property rights in and to its own Confidential Information. For the avoidance of doubt, the Veho Technology is the Confidential Information of Veho and its Affiliates. Confidential Information excludes information that: (a) was in the possession of, or was known by, the receiving party prior to its receipt from the disclosing party, without an obligation to maintain its confidentiality; (b) is or becomes generally known to the public without violation of the Agreement; (c) was obtained by the receiving party from a third party having the right to disclose it, without an obligation to keep such information confidential; or (d) is independently developed by the receiving party without the use of Confidential Information. The receiving party may disclose Confidential Information when required by applicable law after giving reasonable notice and opportunity to contest to the disclosing party (if permitted under applicable law), at the disclosing party’s expense.

14. FORCE MAJEURE. In the event performance by Veho, its Affiliates, or a third-party carrier or broker is affected by any cause beyond reasonable control, including without limitation, fire, labor strife, riot, war, weather conditions, acts of the public enemy, acts of God, acts of terrorism, acts of government authority, pandemic or health crisis, local or national disruptions to transportation networks or operations, fuel shortages, governmental regulations, or requisition for national defense, then the performance of their affected obligations required under the Agreement, or otherwise shall be suspended during the continuance of such interruption, and Company shall receive reasonably prompt notice of such interruption. Such period of suspension shall not in any way invalidate the Agreement, but on resumption of operations, any affected performance shall be resumed. No liability shall be incurred by Veho, its Affiliates, or third-party carriers or brokers for damages resulting from such suspensions.

15. NOTICES. Any notice required or permitted by the Agreement shall be delivered to Company at the email address provided by Company's signatory in the applicable Order Form (or at such other email address as Company may designate by written notice), and to Veho at the following address and email address, or at such other addresses as Veho may designate by written notice: Attn: Legal, Veho Logistics, LLC, 2093 Philadelphia Pike #8346, Claymont, DE 19703; and by email to legal@shipveho.com. Notices regarding general operational matters may be sent via e-mail to the e-mail address provided by the other Party for such purpose.

16. ENTIRE AGREEMENT. The Agreement constitutes the sole and entire agreement of the Parties regarding the subject matter(s) in the Agreement, and supersedes all prior and contemporaneous understandings and agreements, both written and oral, regarding such subject matter(s). Company acknowledges and agrees that it may not alter the Agreement without the written consent of Veho. Company acknowledges and agrees that Veho may unilaterally update the Agreement from time-to-time at Veho’s sole discretion and with prior written notice to Company. The provisions of Sections 2.93, 2.94, 3, 6, 9-10, 13-16, and 22, together with any other terms which by their nature are intended to survive termination of the Agreement, shall survive the expiration or termination of the Agreement. The Section and paragraph headings in these Terms have been inserted solely for convenience of reference and do not constitute part of these Terms.

17. FREEDOM TO CONTRACT. In the event that it is applicable due to the deemed nature of the Agreement, the Parties agree that the Agreement is entered into in accordance with 49 USC § 14101(b)(1) and each expressly waive any and all rights and remedies that either may have under 49 USC § 13101 through § 14914 that are contrary to the specific provisions of the Agreement.

18. ASSIGNMENT. Neither Party may assign the Agreement or any of its rights or obligations hereunder without the other’s express written consent, except that either Party may (a) assign the Agreement to the surviving entity in a merger of that Party into another entity or in an acquisition of all or substantially all its assets, or (b) assign the Agreement to an Affiliated entity of the Party. No assignment shall become effective unless and until the assignee agrees in writing to be bound by all the assigning Party’s obligations in the Agreement. The assigning Party shall provide the other Party with prompt written notice of such assignment, and upon the other Party’s request, proof of such written agreement. Notwithstanding the foregoing: (x) if there are past due Fees, Company may not assign the Agreement without Veho’s express written consent which it may withhold in its sole discretion; and (y) unless prohibited by applicable law, Company shall provide Veho with prior notice of any assignment along with the name of the prospective assignee for compliance purposes. The Agreement will be binding upon and inure to the benefit of the Parties’ respective successors and assigns. Whether or not assigned, Company acknowledges and agrees that certain elements of the performance and administration of the Agreement including enforcement thereof may be provided through any of Veho’s Affiliates.

19. VISITS TO VEHO WAREHOUSE. If visiting any Veho or Veho Affiliate warehouse, Company and Company representatives will comply with all facility security, maintenance, and safety rules and regulations. Photographing or video taping Veho and/or third party property and/or employees or other persons is strictly prohibited. Everything Company and Company’s representatives see, hear, and/or experience is confidential and proprietary to Veho and shall not be disclosed to third parties. Visits to any such warehouses must be approved by Veho.

20. SEVERABILITY. If any of the provisions of the Agreement shall be invalid or unenforceable, such invalidity or unenforceability shall not invalidate or render unenforceable the entire Agreement, but rather the entire Agreement shall be construed as if not containing the particular invalid or unenforceable provision or provisions, and the rights and obligations of the Parties shall be construed and enforced accordingly.

21. WAIVER. The waiver of any breach of any provision of the Agreement by either Party shall not be deemed to be a waiver of any preceding or subsequent breach under the Agreement. No such waiver shall be effective unless in writing.

22. GOVERNING LAW AND JURISDICTION. Company and Veho mutually acknowledge and agree that the Agreement shall be construed and enforced exclusively in accordance with the laws of the State of Delaware without giving effect to jurisdictional conflict of laws provisions. Any legal action or proceeding arising under the Agreement will be brought exclusively in the State or Federal courts located in New York County, New York, and the Parties hereby irrevocably consent to the personal jurisdiction and venue therein. THE PARTIES HEREBY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVE THE RIGHT EACH MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY LITIGATION ARISING OUT OF THIS AGREEMENT.

23. ANTI-BRIBERY.

23.1. Company and its officers, directors, and employees: (a) will comply with all laws applicable to the Parties under the Agreement relating to bribery and/or corruption (“Anti-Corruption Laws”); (b) will not directly or indirectly offer, give, authorize, solicit, or accept the giving of money or anything else of value to or from any person, whether a government official or private party, to obtain an improper advantage for Veho, Company, or any third party, or secure the improper performance of that person’s function or misuse of that person’s position; (c) will not directly or indirectly offer, give or authorize the giving of money or anything else of value to any government official in their personal capacity, to facilitate or expedite government action or approvals; (d) will not do, or omit to do, any act that will cause Veho to be in breach of Anti-Corruption Laws; (e) will not directly or indirectly offer, give, or authorize to any Veho or Veho Affiliate employee or contractor any gift, gratuity, service, favor, or anything else of value to influence or reward that employee or contractor in connection with the Agreement; and (f) will not accept, and will promptly report to Veho, any request or demand for any undue financial or other advantage of any kind received by Company in connection with the performance of the Agreement. Company represents and warrants that it has, with regard to any past action or omission related to the Agreement, acted consistently with each requirement set forth above.

23.2. Company represents and warrants that neither Company nor any of its principals, owners, directors, or officers: (a) has been convicted of any offense involving bribery, corruption, fraud, or dishonesty; (b) has been or is the subject of any investigation, inquiry, or enforcement proceedings by any governmental, administrative, or regulatory body regarding any offense or alleged offense under Anti-Corruption Laws; (c) has been, or is listed by, any government agency as being, debarred, suspended, proposed for suspension or debarment, or otherwise ineligible for participation in government procurement programs or government contracts; or (d) is in violation of any sanctions laws administered, enacted, or enforced by the United States government and any of its agencies, or any other governmental authority having jurisdiction over Company, or is listed on any sanctions list maintained by any of the foregoing. Company will promptly notify Veho if it or any of its principals, owners, directors, or officers become subject to (a), (b), (c), or (d) above during the term of the Agreement.

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These Terms were last updated April 4, 2025. Please reach out if you are seeking a previous version.

14. NOTICES. Any notice required or permitted by the Agreement shall be delivered to Company at the address listed in the applicable Order Form, and to Veho at the address listed below, or at such other addresses as Veho may designate by written notice. If to Veho: ATTN: Legal Veho Logistics LLC 2093 Philadelphia Pike #8346 Claymont, DE 19703 AND by email legal@shipveho.co
15. ENTIRE AGREEMENT. This Agreement constitutes the sole and entire agreement of the Parties regarding the subject matter contained herein and therein, and supersedes all prior and contemporaneous understandings and agreements, both written and oral, regarding such subject matter. Company acknowledges and agrees that it may not alter the Agreement without the written consent of Veho. Company acknowledges and agrees that Veho may unilaterally update the Agreement from time-to-time at Veho’s sole discretion andwith prior written notice to Company. The provisions of Sections 2.93, 2.94, 3, 9, 10, 13, 15 shall survive the expiration or termination of the Agreement. The Section and paragraph headings in these Terms have been inserted solely for convenience of reference and do not constitute part of these Terms.
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14. NOTICES. Any notice required or permitted by the Agreement shall be delivered to Company at the address listed in the applicable Order Form, and to Veho at the address listed below, or at such other addresses as Veho may designate by written notice. If to Veho: ATTN: Legal Veho Logistics LLC 2093 Philadelphia Pike #8346 Claymont, DE 19703 AND by email legal@shipveho.com 15. ENTIRE AGREEMENT. This Agreement constitutes the sole and entire agreement of the Parties regarding the subject matter contained herein and therein, and supersedes all prior and contemporaneous understandings and agreements, both written and oral, regarding such subject matter. Company acknowledges and agrees that it may not alter the Agreement without the written consent of Veho. Company acknowledges and agrees that Veho may unilaterally update the Agreement from time-to-time at Veho’s sole discretion and with prior written notice to Company. The provisions of Sections 2.93, 2.94, 3, 9, 10, 13, 15 shall survive the expiration or termination of the Agreement. The Section and paragraph headings in these Terms have been inserted solely for convenience of reference and do not constitute part of these Terms. 16. FREEDOM TO CONTRACT. In the event that it is applicable due to the deemed nature of the Agreement, the Parties agree that the Agreement is entered into in accordance with 49 USC § 14101(b)(1) and each expressly waive any and all rights and remedies that either may have under 49 USC § 13101 through § 14914 that are contrary to the specific provisions of the Agreement. 17. ASSIGNMENT. Neither Party may assign the Agreement or any of its rights or obligations hereunder without the other’s express written consent, except that either Party may (a) assign the Agreement to the surviving entity in a merger of that Party into another entity or in an acquisition of all or substantially all its assets, or (b) assign this Agreement to an affiliated entity of the Party. No assignment shall become effective unless and until the assignee agrees in writing to be bound by all the assigning Party’s obligations in the Agreement. The Agreement will be binding upon and inure to the benefit of the Parties’ respective successors and assigns. Whether or not assigned, Company acknowledges and agrees that certain elements of the performance and administration of the Agreement including enforcement thereof may be provided through any of Veho’s affiliates. 18. VISITS TO VEHO WAREHOUSE. If visiting any Veho warehouse, Company and Company representatives will comply with all Veho facility security, maintenance, and safety rules and regulations. Photographing Veho property is strictly prohibited. Everything Company and Company’s representatives see, hear, and/or experience are proprietary to Veho and shall not be disclosed to third parties. 19. SEVERABILITY. If any of the provisions of the Agreement shall be invalid or unenforceable, such invalidity or unenforceability shall not invalidate or render unenforceable the entire Agreement, but rather the entire Agreement shall be construed as if not containing the particular invalid or unenforceable provision or provisions, and the rights and obligations of the Parties shall be construed and enforced accordingly. 20. WAIVER. The waiver of any breach of any provision of the Agreement by either Party shall not be deemed to be a waiver of any preceding or subsequent breach under the Agreement. No such waiver shall be effective unless in writing. 21. GOVERNING LAW AND JURISDICTION. Company and Veho mutually acknowledge and agree that the Agreement shall be construed and enforced in accordance with the laws of the State of Delaware without giving effect to jurisdictional conflict of laws provisions. Any legal action or proceeding arising under this Agreement will be brought exclusively in the federal or state courts located in the state of New York and the parties hereby irrevocably consent to the personal jurisdiction and venue therein. These Terms were last updated January 25, 2024. Previous versions can be found at the below links:

14. NOTICES. Any notice required or permitted by the Agreement shall be delivered to Company at the address listed in the applicable Order Form, and to Veho at the address listed below, or at such other addresses as Veho may designate by written notice. If to Veho: ATTN: Legal Veho Logistics LLC 2093 Philadelphia Pike #8346 Claymont, DE 19703 AND by email legal@shipveho.com 15. ENTIRE AGREEMENT. This Agreement constitutes the sole and entire agreement of the Parties regarding the subject matter contained herein and therein, and supersedes all prior and contemporaneous understandings and agreements, both written and oral, regarding such subject matter. Company acknowledges and agrees that it may not alter the Agreement without the written consent of Veho. Company acknowledges and agrees that Veho may unilaterally update the Agreement from time-to-time at Veho’s sole discretion and with prior written notice to Company. The provisions of Sections 2.93, 2.94, 3, 9, 10, 13, 15 shall survive the expiration or termination of the Agreement. The Section and paragraph headings in these Terms have been inserted solely for convenience of reference and do not constitute part of these Terms.

14. NOTICES. Any notice required or permitted by the Agreement shall be delivered to Company at the address listed in the applicable Order Form, and to Veho at the address listed below, or at such other addresses as Veho may designate by written notice. If to Veho: ATTN: Legal Veho Logistics LLC 2093 Philadelphia Pike #8346 Claymont, DE 19703 AND by email legal@shipveho.com 15. ENTIRE AGREEMENT. This Agreement constitutes the sole and entire agreement of the Parties regarding the subject matter contained herein and therein, and supersedes all prior and contemporaneous understandings and agreements, both written and oral, regarding such subject matter. Company acknowledges and agrees that it may not alter the Agreement without the written consent of Veho. Company acknowledges and agrees that Veho may unilaterally update the Agreement from time-to-time at Veho’s sole discretion and with prior written notice to Company. The provisions of Sections 2.93, 2.94, 3, 9, 10, 13, 15 shall survive the expiration or termination of the Agreement. The Section and paragraph headings in these Terms have been inserted solely for convenience of reference and do not constitute part of these Terms.

14. NOTICES. Any notice required or permitted by the Agreement shall be delivered to Company at the address listed in the applicable Order Form, and to Veho at the address listed below, or at such other addresses as Veho may designate by written notice. If to Veho: ATTN: Legal Veho Logistics LLC 2093 Philadelphia Pike #8346 Claymont, DE 19703 AND by email legal@shipveho.com

14. NOTICES. Any notice required or permitted by the Agreement shall be delivered to Company at the address listed in the applicable Order Form, and to Veho at the address listed below, or at such other addresses as Veho may designate by written notice. If to Veho: ATTN: Legal Veho Logistics LLC 2093 Philadelphia Pike #8346 Claymont, DE 19703 AND by email legal@shipveho.com

15. ENTIRE AGREEMENT. This Agreement constitutes the sole and entire agreement of the Parties regarding the subject matter contained herein and therein, and supersedes all prior and contemporaneous understandings and agreements, both written and oral, regarding such subject matter. Company acknowledges and agrees that it may not alter the Agreement without the written consent of Veho. Company acknowledges and agrees that Veho may unilaterally update the Agreement from time-to-time at Veho’s sole discretion andwith prior written notice to Company. The provisions of Sections 2.93, 2.94, 3, 9, 10, 13, 15 shall survive the expiration or termination of the Agreement. The Section and paragraph headings in these Terms have been inserted solely for convenience of reference and do not constitute part of these Terms.

15. ENTIRE AGREEMENT. This Agreement constitutes the sole and entire agreement of the Parties regarding the subject matter contained herein and therein, and supersedes all prior and contemporaneous understandings and agreements, both written and oral, regarding such subject matter. Company acknowledges and agrees that it may not alter the Agreement without the written consent of Veho. Company acknowledges and agrees that Veho may unilaterally update the Agreement from time-to-time at Veho’s sole discretion andwith prior written notice to Company. The provisions of Sections 2.93, 2.94, 3, 9, 10, 13, 15 shall survive the expiration or termination of the Agreement. The Section and paragraph headings in these Terms have been inserted solely for convenience of reference and do not constitute part of these Terms
16. NOTICES. Any notice required or permitted by the Agreement shall be delivered to Company at the addresslisted in the applicable Order Form, and to Veho at the address listed below, or at such other addresses as Veho maydesignate by written notice.If to Veho: ATTN: LegalVeho Logistics LLC2093 Philadelphia Pike #8346Claymont, DE 19703AND by email            legal@shipveho.co

14. NOTICES. Any notice required or permitted by the Agreement shall be delivered to Company at the addresslisted in the applicable Order Form, and to Veho at the address listed below, or at such other addresses as Veho maydesignate by written notice.If to Veho: ATTN: LegalVeho Logistics LLC2093 Philadelphia Pike #8346Claymont, DE 19703AND by email            legal@shipveho.com

2. COMPANY RESPONSIBILITIES

3. TERM & TERMINATION

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4. PROPRIETARY INFORMATION AND TECHNOLOGY

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5. INDEMNIF

What’s a Rich Text element?

1. For purposes of this Annex 1, the terms “business,” “commercial purpose,” “sell,” “share” and “service provider” shall have the respective meanings given thereto in the CCPA, and “personal information” shall mean Personal Data that constitutes personal information governed by the CCPA.
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2. It is the parties’ intent that with respect to any personal information, Provider is a service provider. Provider
(a) acknowledges that personal information is disclosed by Company only for limited and specified purposes described in the Agreement; (b) shall comply with applicable obligations under the CCPA and shall provide the same level of privacy protection to personal information as is required by the CCPA; (c) agrees that Company has the right to take reasonable and appropriate steps to help to ensure that Provider’s use of personal information is consistent with Company’s obligations under the CCPA; (d) shall notify Company in writing of any determination made by Provider that it can no longer meet its obligations under the CCPA; (e) shall return or delete the personal information processed on behalf of Company at the termination of the Agreement; (e) shall assist Company in the event Company initiates a data privacy impact assessment and (g) agrees that Company has the right, upon notice, including pursuant to the preceding clause, to take reasonable and appropriate steps to stop and remediate unauthorized use of personal information.
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3. Provider shall not (a) sell or share any personal information; (b) retain, use or disclose any personal information for any purpose other than for the specific purpose of providing the Service, including retaining, using, or disclosing the personal information for a commercial purpose other than the provision of the Service, or as otherwise permitted by the CCPA; (c) retain, use or disclose the personal information outside of the direct business relationship between Provider and Company; or (d) combine personal information received pursuant to the Agreement with personal information (i) received from or on behalf of another person, or (ii) or collected from Provider’s own interaction with any Consumer to whom such personal information pertains, except as and to the extent necessary as a part of Provider’s provision of the Service. Provider hereby certifies that it understands its obligations under this Section 2 and will comply with them.
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4. Giving Company notice of Subprocessor engagements in accordance with Section 7 of the DPA shall satisfy Provider’s obligation under the CPRA to give notice of such engagements.
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5. Obligations under this California Annex that are neither required to be imposed on Provider for Provider to qualify as a Service Provider under the CCPA nor for the Parties to comply with their obligations under the CCPA in relation to the required terms of contracts, in each case, before the CPRA takes effect on January 1, 2023, shall apply to Provider only on and after January 1, 2023.
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6. The parties acknowledge that Provider’s retention, use and disclosure of personal information authorized by Company’s instructions documented in the DPA are integral to Provider’s provision of the Services and the business relationship between the parties.

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What’s a Rich Text element?

1. Organizational management and dedicated staff responsible for the development, implementation and maintenance of the Provider’s information security program.
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2. Audit and risk assessment procedures for the purposes of periodic review and assessment of risks to Provider’s organization, monitoring and maintaining compliance with the Provider’s policies and procedures, and reporting the condition of its information security and compliance to internal senior management.
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3. Data security controls which include, at a minimum, logical segregation of data, restricted (e.g., role-based) access and monitoring, and utilization of commercially available industry standard encryption technologies for Personal Data that is transmitted over public networks (i.e., the Internet) or when transmitted wirelessly or at rest or stored on portable or removable media (i.e., laptop computers, CD/DVD, USB drives, back-up tapes).
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4. Logical access controls designed to manage electronic access to data and system functionality based on authority levels and job functions, (e.g., granting access on a need-to-know and least privilege basis, use of unique IDs and passwords for all users, periodic review and revoking/changing access promptly when employment terminates or changes in job functions occur).
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5. Password controls designed to manage and control password strength, expiration and usage including prohibiting users from sharing passwords and requiring that the Provider’s passwords that are assigned to its employees:  (i) be at least eight (8) characters in length, (ii) not be stored in readable format on the Provider’s computer systems; (iii) must have defined complexity; (iv) must have a history threshold to prevent reuse of recent passwords; and (v) newly issued passwords must be changed after first use.
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6. System audit or event logging and related monitoring procedures to proactively record user access and system activity.
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7. Operational procedures and controls to provide for configuration, monitoring and maintenance of technology and information systems, including secure disposal of systems and media to render all information or data contained therein as undecipherable or unrecoverable prior to final disposal or release from the Provider’s possession.
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8. Change management procedures and tracking mechanisms designed to test, approve and monitor all material changes to the Provider’s technology and information assets.
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9. Incident management procedures are designed to allow the Provider to investigate, respond to, mitigate and notify of events related to the Provider’s technology and information assets.
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10. Network security controls that provide for the use of enterprise firewalls and layered DMZ architectures, and intrusion detection systems and other traffic and event correlation procedures designed to protect systems from intrusion and limit the scope of any successful attack.

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What’s a Rich Text element?

Name: Description of processing (delimitation of  responsibilities)

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AutoPilot: In-app chat & text drivers

AWS: Cloud computing services and  data storage    

Metabase: Business intelligence query  building, dash-boarding, reporting

MongoDB: Database services

Salesforce: Cloud computing services

FiveTran: BI / Data Ingest

Google: Address geocoding, data  storage, analytics, tracking

Mapbox: Address geocoding

Twilio: Customer and driver messaging

LogDNA: Logging & Monitoring

New Relic: Logging & Monitoring

Sentry: Monitoring and alerting

Bugsnag: Logging & Monitoring

Slack: Team collaboration and chat  platform

Rockset: Database services

LaunchDarkly: Product feature flags

DBT: Business intelligence data  model building

Zendesk: Support ticket processing

Typeform: Support incident reporting

Segment (Twilio): Customer data platform

TaskUs: Customer Support

Loris: AI ticket routing

OSANO: Privacy operations tool

Deel: Software Engineering  development

DialPad: Telephone and Voicemail  provider

Shippo: Shipping Software

Hex: Data analytics platform

Proship: Shipping Software

Logistyx: Shipping Software

Easypost: Shipping Software

Shipium: Shipping Software

project44: Shipping Software

Convey (subs of project 44): Shipping Software

Manhattan: Shipping Software

Transplace: Shipping Software

Intelligent Audit: Billing Auditing

Trax: Billing Auditing

Green Mountain Technology: Billing Auditing

Transportation Insight: Billing Auditing

Smarty: Geocoding services

Additional third-party sub-processors

Name: Description of processing (delimitation of  responsibilities)

Veho Tech, Inc: Fulfillment Services

Spruce Transport Operations  LLC: Fulfillment Services

Cedar Logistics LLC: Fulfillment Services

Redbud Logistics LLC: Fulfillment Services

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