B2B Agreement

Agent Terms of Service

Effective Date: September 5, 2026 | Ship2Pi LLC

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Notice to Logistics Agents & Freight Forwarders: These Terms of Service constitute a legally binding agreement between your logistics business ("Agent", "You", or "Subscriber") and Ship2Pi LLC ("Ship2Pi", "we", "us", or "our"). By registering an Agent account, accessing the platform, or submitting payment, you agree to be bound by all terms herein.

1. SaaS Platform License & Subscription Tiers

Ship2Pi LLC grants you a limited, non-exclusive, non-transferable, revocable license to access and use our web-based cargo tracking and logistics management software. Access is provided on a monthly subscription tier basis:

  • Basic Tier ($99/month): Core customer encoding, box tracking, barcode label printing, automated email notifications, and public tracking.
  • Pro Tier ($299/month): Complete operational suite including Driver Route Optimization, Container Manifest PDF Exports, and Custom Vanity Domains.

Subscriptions automatically renew on a monthly billing cycle via Stripe unless canceled prior to the renewal date. Failure to maintain an active payment method will result in automatic account suspension.

2. Technology Platform Only & Disclaimer of Bailee/Carrier Status

Ship2Pi LLC is strictly a software technology provider. Ship2Pi LLC is NOT a freight forwarder, Non-Vessel Operating Common Carrier (NVOCC), motor carrier, ocean transportation intermediary, customs broker, warehouse operator, or bailee. Ship2Pi LLC never takes physical custody, control, possession, or transit of any balikbayan boxes, cargo, or personal effects.

All physical logistics services—including box drop-offs, residential home pickups, container loading, ocean freight transit, customs clearances, and final destination deliveries in the Philippines or other destinations—are conducted solely and independently by the Agent. The Agent operates as an independent commercial enterprise and not as an agent, partner, or joint venturer of Ship2Pi LLC.

3. Mandatory Agent Indemnification of Ship2Pi LLC

THE AGENT AGREES TO FULLY DEFEND, INDEMNIFY, AND HOLD HARMLESS SHIP2PI LLC, ITS AFFILIATES, AND THEIR RESPECTIVE MANAGERS, MEMBERS, OFFICERS, EMPLOYEES, CONTRACTORS, AGENTS, SUCCESSORS, AND ASSIGNS ("SHIP2PI INDEMNITEES") FROM AND AGAINST ANY AND ALL CLAIMS, LAWSUITS, ACTIONS, DEMANDS, PROCEEDINGS, LOSSES, LIABILITIES, DAMAGES, FINES, PENALTIES, COSTS, AND EXPENSES (INCLUDING REASONABLE ATTORNEYS' FEES AND LEGAL COSTS) ARISING OUT OF OR IN CONNECTION WITH:

  1. Cargo Claims: Any loss, theft, damage, destruction, physical injury, transit delay, customs seizure, or delivery failure regarding any box, shipment, or cargo handled or processed by the Agent;
  2. Communications & Messaging Compliance: Any claim, regulatory fine, or lawsuit arising out of automated SMS text messages or email notifications delivered through the platform to the Agent's customers, including alleged violations of the Telephone Consumer Protection Act (TCPA), the CAN-SPAM Act, A2P 10DLC requirements, or state telemarketing and privacy statutes;
  3. Customer Disputes: Any dispute, lawsuit, or remediation sought by an end-customer, shipper, or consignee regarding the Agent's service, pickup operations, driver conduct, pricing, or failure to perform;
  4. Legal & Regulatory Non-Compliance: The Agent's failure to comply with federal, state, or international laws, including export controls, customs declarations, hazardous material bans, or licensing requirements.

Upon written notice from Ship2Pi LLC of any claim or demand, the Agent shall promptly assume the defense of the Ship2Pi Indemnitees at the Agent's sole expense with legal counsel reasonably satisfactory to Ship2Pi LLC.

4. Customer Consent & TCPA Representations

The Agent explicitly represents, warrants, and certifies that before submitting customer phone numbers or initiating tracking messages through Ship2Pi, the Agent has obtained all legally required prior express consents under the Telephone Consumer Protection Act (47 U.S.C. § 227) and relevant state regulations. The Agent covenants that all customer communications initiated through the platform are strictly transactional shipment tracking updates and shall not contain unsolicited marketing or advertising.

5. Acceptable Use & White-Label Domains

Agents granted custom vanity domain access warrant that they own or hold lawful rights to configure CNAME records to the platform. The platform may not be used for unlawful cargo encoding, smuggling, trademark infringement, or multi-tenant boundary tampering. Violations will result in immediate termination without refund.

6. Limitation of Liability

IN NO EVENT SHALL SHIP2PI LLC BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES (INCLUDING LOSS OF REVENUE, PROFIT, GOODWILL, OR BUSINESS INTERRUPTION). SHIP2PI LLC'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL UNDER NO CIRCUMSTANCES EXCEED THE TOTAL SUBSCRIPTION FEES ACTUALLY PAID BY THE AGENT TO SHIP2PI LLC IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE CLAIM.

7. Governing Law & Binding Arbitration

This Agreement is governed by the laws of the United States. Any dispute arising from this Agreement shall be resolved through binding individual arbitration, and both parties waive any right to trial by jury or participation in a class action.