Terms of Service

These Terms of Service ("Terms") govern your access to and use of the ShipClear shipping-rate platform, portal, API, and WooCommerce plugin (the "Service"), provided by Rogue Fabrication, LLC, doing business as ShipClear ("ShipClear", "we", "us"). By creating an account, subscribing, or using the Service, you agree to these Terms. If you are using the Service on behalf of a business, you represent that you are authorized to bind that business, and "you" means that business.

1. The Service

ShipClear calculates shipping rates for WooCommerce stores by packing an order into boxes and querying the carriers you connect (FedEx, UPS, USPS, DHL Express, FedEx Freight), then applying the rules you configure. Rates are estimates produced from carrier APIs, or from a carrier's published price list for a carrier you have not connected, and your configuration; they are not the carrier's final billed charge.

2. Early access

ShipClear is a new service offered as early access. Features, plans, and prices may change. We may stop offering the Service, or any part of it, by giving you at least 30 days' notice by email. If we do, we will refund any fees you prepaid for time after the Service ends.

3. Eligibility and accounts

• The Service is for business use only, not for personal, family, or household purposes.
• You must be at least 18 and able to form a binding contract.
• You are responsible for the accuracy of your account and store information and for all activity under your account.
• Keep your credentials secure and notify us promptly of any unauthorized use.

4. Your store and your prices

You run your store, and you decide what your customers pay. In particular, you are responsible for:

• the rates, rules, markups, boxes, product weights and dimensions, and fallback rates you configure;
• checking that the shipping prices shown at your checkout are acceptable to you before you rely on them;
• the shipping charges you collect from your customers, and any difference between those charges and what a carrier bills you;
• keeping a way for customers to check out if the Service is unavailable, such as the plugin's fallback rates or another shipping method;
• your relationship with your own customers, including your policies, taxes, and customer service.

5. Carrier accounts and third parties

You connect your own carrier accounts and are responsible for complying with each carrier's terms. ShipClear is not a carrier, does not transport shipments, and is not responsible for carrier pricing, service levels, surcharges, address corrections, outages, or delivery. Carriers may change their rates, rules, and APIs at any time. You are responsible for verifying the actual service and charge at the time a label is created.

6. AI assistant

If you turn on the in-portal AI assistant, its answers and suggested changes can be wrong or incomplete. Review a suggestion before you apply it. Changes you apply to your store are your decision and your responsibility, whether or not the assistant suggested them.

7. Acceptable use

You agree not to:

• use the Service for any unlawful purpose or to ship prohibited or illegal goods;
• probe, scan, or overload the Service, or exceed documented rate limits;
• reverse engineer, resell, or provide the Service to third parties except as expressly permitted;
• upload malware, or attempt to gain unauthorized access to any system or another customer's data;
• misrepresent shipment contents, dimensions, or weights to obtain inaccurate rates.

8. Plans, fees, and automatic renewal

ShipClear offers a free plan and paid plans. What each plan includes and costs is shown on our pricing page and before you subscribe. Paid plans are billed monthly in advance, in U.S. dollars, through our payment processor, Stripe.

• Which stores a plan covers. The Standard and Heavy plans each cover one store. The Group plan covers every store owned by the same account.
• Changing plans. You can move between plans from Billing in your portal. The change and any price difference apply from the date you make it.
• Taxes. Fees do not include taxes. Where we are required to collect sales or similar taxes, they are added to your invoice.
• Failed payments. If a payment fails, we will notify you and retry. If it still cannot be collected, your store moves to the free plan and live rates stop until the balance is paid.
• Introductory discounts.A discount shown at checkout, such as the founding price, lasts for the period it states. After that, the plan's regular price applies. A discount ending on schedule is not a price change under the next point.
• Price changes. We will email you at least 30 days before a price change applies to you. You can cancel before it takes effect.

9. Cancellation and refunds

• How to cancel. Cancel any time from Billing in your ShipClear portal, or by emailing support@shipclear.io. We confirm every cancellation by email.
• When it takes effect. Cancellation takes effect at the end of the billing period you have already paid for. Live rates keep working until then, and you are not charged again.
• Refunds. Monthly fees are not refunded for partial months. We refund in full any charge made in error, such as a duplicate charge or a charge after you canceled. Our full Refund and Cancellation Policy has the details.

10. Your data and our intellectual property

You retain ownership of your store configuration and data. You grant us the rights needed to host and process it to provide the Service, as described in our Privacy Policy and Data Processing Addendum. We own the ShipClear platform, software, and documentation; these Terms grant you a limited, non-exclusive, non-transferable right to use the Service. If you send us suggestions or feedback, we may use them without obligation to you.

11. Disclaimers

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT RATES WILL BE ACCURATE OR COMPLETE, OR THAT CARRIER APIS WILL BE AVAILABLE. WE DO NOT OFFER A SERVICE LEVEL OR UPTIME COMMITMENT.

12. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, SALES, DATA, OR GOODWILL, ARISING FROM OR RELATED TO THE SERVICE. THIS INCLUDES ANY DIFFERENCE BETWEEN A QUOTED RATE AND A CARRIER'S ACTUAL CHARGE, SHIPPING CHARGES COLLECTED OR NOT COLLECTED FROM YOUR CUSTOMERS, AND SALES LOST WHILE THE SERVICE OR A CARRIER WAS UNAVAILABLE.

EACH PARTY'S TOTAL LIABILITY FOR ALL CLAIMS RELATED TO THE SERVICE WILL NOT EXCEED THE GREATER OF (A) THE FEES YOU PAID US FOR THE SERVICE IN THE 3 MONTHS BEFORE THE EVENT THAT GAVE RISE TO THE CLAIM, OR (B) USD $100.

These limits do not apply to your obligation to pay fees, to your obligations under section 13, or to either party's fraud, gross negligence, or willful misconduct. They apply even if a remedy fails of its essential purpose. Our fees are set on the basis of these limits, and they are an essential part of the agreement between us.

13. Indemnification

You will defend, indemnify, and hold ShipClear harmless from claims by third parties, including your own customers, arising out of your store, your shipping prices and charges, your products, your data, or your violation of these Terms or applicable law, except to the extent caused by our own gross negligence or willful misconduct.

14. Suspension and termination

You may stop using the Service at any time. We may suspend or terminate access for violation of these Terms, nonpayment, risk to the Service or others, or as required by law, and we may end the Service as described in section 2. On termination, your right to use the Service ends, and we will delete or return your data in accordance with the Privacy Policy.

15. Disputes and governing law

• Talk to us first. Before starting any legal claim, send us a written description of the problem at support@shipclear.io and give us 30 days to resolve it.
• Time limit. Any claim related to the Service must be brought within one year after it arises, or it is permanently barred.
• Law and courts. These Terms are governed by the laws of the State of Oregon, United States, without regard to conflict-of-laws rules. The state and federal courts located in Oregon have exclusive jurisdiction, except that either party may seek injunctive relief in any court of competent jurisdiction, and either party may use small claims court for a claim that qualifies.

16. Changes to these Terms

We may update these Terms. We will post the new version here and update the effective date, and we will email paid customers about material changes at least 30 days before they apply. Continued use after a change takes effect means you accept it.

17. General

• Entire agreement. These Terms, the Privacy Policy, the Data Processing Addendum, the Refund and Cancellation Policy, and the plan you choose at checkout are the entire agreement between us about the Service.
• Assignment. You may not transfer these Terms without our written consent. We may transfer them to an affiliate or to a successor to the Service, including in a reorganization or sale, and will notify you by email if we do.
• Events beyond our control. Neither party is responsible for a delay or failure caused by events beyond its reasonable control, including carrier or internet outages, provided it acts reasonably to resume performance. This does not excuse a payment obligation.
• Notices. We send notices to the email address on your account. You agree to receive notices, receipts, and agreements electronically.
• Severability and waiver. If any part of these Terms is found unenforceable, the rest stays in effect and that part is enforced to the maximum extent allowed. Not enforcing a provision is not a waiver of it.
• Relationship. We are independent contractors. Nothing in these Terms creates a partnership, agency, or employment relationship.
• Survival. Sections 4, 10 through 13, 15, and 17 continue after these Terms end, along with any fees you owe.

18. Contact

Rogue Fabrication, LLC, doing business as ShipClear, Sandy, Oregon, United States. support@shipclear.io.