AfterShip Protection

Terms of Use (User)

Last updated: 20th April 2022

By enabling or providing End-Users with the option to participate in AfterShip Protection, User agrees to these terms (“AfterShip Protection Terms”), in addition to the Terms of Use.

If any individual enters into these AfterShip Protection Terms on behalf of a company, organization or another legal entity (“Entity”), said individual agrees that these AfterShip Protection Terms are binding on that Entity and its Affiliates and represents to AfterShip that he/she has the authority to legally bind such Entity and its Affiliates.

1. DEFINITIONS

When used in these AfterShip Protection Terms with the initial letters capitalized, in addition to terms defined in the Terms of Use and elsewhere in these AfterShip Protection Terms, the following terms shall have the following meanings:

Administrative Services mean the administrative services provided by User to integrate API or otherwise provide functionality necessary for End-Users to have access to Insurance Information provided by a Licensed Insurance Producer in connection with Insurance Coverage or Contract of Insurance.

Affiliates means any and all Entities wherever incorporated which is a parent company, a subsidiary and/or an associated company.

AfterShip Protection means the program under which AfterShip provides End-Users with access to Insurance Information provided by a Licensed Insurance Producer.

Contract of Insurance means any agreement insuring goods purchased by an End-User.

Documentation means the documentation, the order form, instructions and other information provided to User by AfterShip in connection with AfterShip Protection, as modified by AfterShip from time to time in its sole discretion.

End-User means any individual or entity which uses the services and/or purchases the products of the User. End Users located or based outside of the United States are not eligible to participate in the AfterShip Protection Program provided by UPSCIA and shall only be eligible to participate in the AfterShip Protection Program provided by InsureShip.

Insurer or Insurers means any insurer providing a Contract of Insurance.

Insurance Coverage means any insurance benefits to which an End-User is entitled either as a loss payee or insured under a Contract of Insurance.

Insurance Information means any information provided to an End-User relating to the Insurance Coverage marketed by the Licensed Insurance Producer such as descriptions of the benefits and pricing of such Insurance Coverage and any related documentation.

InsureShip means Online Shipping Insurance Services, Inc., 3211 Cahuenga Blvd West, 2nd Floor, Los Angeles, CA 90068, License #0G55434.

Licensed Insurance Producer or Licensed Insurance Producers means UPSCIA and/or InsureShip.

Personal Data means any information relating to an identified or identifiable natural person; an identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person.

Processing means any operation or set of operations which is performed on Personal Data or on sets of Personal Data, whether or not by automated means, such as collection, recording, organization, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction.

Referral Fees has the meaning stated in Section 3.1 of these AfterShip Protection Terms.

UPSCIA means UPS Capital Insurance Agency, Inc., a company incorporated in Delaware, with registered address located at 35 Glenlake Parkway, NE, Atlanta, Georgia 30328.

2. ADMINISTRATIVE SERVICES

2.1 User shall provide the Administrative Services to AfterShip in accordance with the Documentation and the requirements of this Agreement.

2.2 User shall not make any modification to Insurance Information provided to End-Users and shall refer any End-User questions concerning the Insurance Information to the appropriate Licensed Insurance Producer.

2.3 User agrees and understands that the Administrative Services are administrative in nature only and any Contract of Insurance is created solely between the person or entity to which the Contract of Insurance is issued and the Insurer issuing the Contract of Insurance.

2.4 If User receives a completed claim form from an End-User, User will deliver it to the applicable Licensed Insurance Producer promptly and in any event within 3 business days. If User receives a payment from an Insurer, or a Licensed Insurance Producer acting on behalf of an Insurer, that relates to a claim filed by or on behalf of an End-User, User will remit the entire amount received of such payment to the applicable End-User promptly and in any event within 5 business days. The Insurer may unilaterally determine that End-Users may file Claims with and receive Claim payments directly from the Insurer or its representative as loss payees under a Contract of Insurance, but in no event will such agreement relieve User of its duties with respect to the prompt delivery of claim forms and prompt remission of claim payments under this Section 2.4 or any other duties of User under these AfterShip Protection Terms or the AfterShip Terms of Use.

2.5 USER SHALL ENSURE THAT END-USERS ARE REFERRED TO THE CORRECT LICENSED INSURANCE PRODUCER BASED ON GEOGRAPHY: (i) IF THE END-USER IS LOCATED IN THE UNITED STATES, THE LICENSED INSURANCE PRODUCER SHALL BE UPSCIA, (ii) IF THE END-USER IS NOT LOCATED IN THE UNITED STATES, THE LICENSED INSURANCE PRODUCER SHALL BE INSURESHIP. Any breach of this Section 2.5 shall be deemed an incurable material breach of these AfterShip Protection Terms.

3. Administrative Service FEES

3.1 In consideration of the Administrative Services provided by User, AfterShip shall pay User a referral fee calculated in accordance with this Section 3 (the “Referral Fee”), provided however that the Referral Fee shall not be due from AfterShip (i) in the event the Insurance Coverage or the Contract of Insurance is cancelled by End-User or voided by the Licensed Insurance Producer for any reason whatsoever and/or (ii) in the event the User does not pay the insurance service fee for the Insurance Coverage or based on the Contract of Insurance.

3.2 The Referral Fee is equal to the services percentage provided in the Documentation (“Services Percentage”) of all premiums for Insurance Coverage or the Contract of Insurance paid by the End-Users (including VAT, sales taxes and such other applicable national, governmental, provincial, state, municipal or local taxes or levies ("Taxes")) and such other fees, premiums and surcharges which are included in, added or in addition to, or part of the offered premium or opted into or accepted by End-Users (“Premiums”) during the calculation period which is the period defined by AfterShip in the Documentation (“Calculation Period”).

For the avoidance of the doubt:

Referral Fee = Services Percentage x Premiums paid during the Calculation Period.

3.3 The parties agree that the Services Percentage may be amended by AfterShip at its discretion. The adjusted Services Percentage shall not be applicable retroactively and will therefore only be applicable from the next relevant Calculation Period.

3.4 Unless provided otherwise in the Documentation, the standard Calculation Period shall be one calendar month. AfterShip shall be authorized (i) to amend the Calculation Period at any time and (ii) to base the Calculation Period on any relevant amount of Premiums due.

3.5 User and AfterShip are not and shall not act as agents of any Insurer or Licensed Insurance Producer.

4. PAYMENTS

4.1 AfterShip shall, on the first day of any new Calculation Period, make available to User a report (the "Services Report") which shall include (i) all details relating to the insurance service fees paid during the preceding Calculation Period and (ii) all other relevant information for the calculation of the Referral Fee.

4.2 Based on AfterShip’s Services Report issued on the first day of each new Calculation Period, User shall pay the relevant amount due to AfterShip based on the Services Report, said amount being the insurance service fees paid by the End-Users during the relevant Calculation Period minus the relevant Referral Fee. Any payment due to AfterShip in accordance with this Section shall be paid by User within five (5) calendar days from the Services Report.

4.3 In the event of late payment by User, (i) the outstanding balance shall accrue interest at one and one-half percent (1.5%) per month or the maximum rate permitted by applicable law, whichever is less, calculated daily from the due date until paid, (ii) AfterShip shall have the right, at its discretion, to suspend the Administrative Services or terminate these Terms immediately upon written notice to the User and (iii) the Insurer and/or the applicable Licensed Insurance Producer shall have the right to declare the underlying Insurance Coverage or the Contract of Insurance null and void for non-payment of the applicable insurance service fees.

4.3 All payments to be made by User under these AfterShip Protection Terms shall be made in cleared funds, in USD (as specified in the invoice or in the Services Report), without any deduction or set-off and free and clear of and without deduction for or on account of any Taxes, levies, imports, duties, charges, fees and withholdings of any nature now or hereafter imposed by any governmental, fiscal or other authority. If User is compelled to make any such deduction or withholding, it will pay to AfterShip such additional amounts as are necessary to ensure receipt by AfterShip of the full amount as set out in the invoice issued by AfterShip.

4.4 User’s payments are non-refundable unless due to AfterShip’s fraud.

5. GENERAL CONDITIONS TO THE ACCESS AND USE OF THE SITE

AfterShip is not responsible for any modification or compromise of Personal Data caused by the transmission across computer networks or telecommunications facilities which are not owned, operated or controlled by AfterShip. AfterShip assumes no responsibility for the reliability or performance of any connections.

6. PERSONAL DATA

6.1 Except as otherwise expressly set out in these AfterShip Protection Terms or with AfterShip’s prior written consent, User must not process or disclose any End-User Personal Data for any purpose other than as is strictly necessary to provide the Administrative Services. User certifies that it obtained all authorizations necessary for it to share End-User Personal Data with AfterShip and Licensed Insurance Producers.

6.2 User expressly acknowledges that under these AfterShip Protection Terms, it shall act as the processor and that it shall process, use, modify, collect and store Personal Data within the meaning of applicable laws and regulations and shall comply with all applicable laws and regulations relating to Personal Data.

7. LICENSED INSURANCE PRODUCER SERVICES

USER EXPRESSLY AGREES THAT ANY INSURANCE COVERAGE UNDER THESE TERMS IS MARKETED AND SOLD EXCLUSIVELY BY THE APPLICABLE LICENSED INSURANCE PRODUCER AND IS SUBJECT TO THE TERMS, CONDITIONS, EXCLUSIONS AND LIMITATIONS SET FORTH IN THE ASSOCIATED CONTRACT OF INSURANCE, WHICH IS AVAILABLE IN THE AFTERSHIP PROTECTION TERMS OF USE (END-USER), AND THE TERMS AND CONDITIONS PROVIDED BY THE LICENSED INSURANCE PRODUCERS. AFTERSHIP DOES NOT PROVIDE ANY INSURANCE SERVICES WHATSOEVER. INSURERS AND LICENSED INSURANCE PRODUCERS ARE COMPLETELY INDEPENDENT OF AFTERSHIP.

8. INDEMNIFICATION AND LIABILITY LIMITATION

8.1 AfterShip does not endorse, is not responsible or liable for, and makes no representations as to any aspect of any Insurance Coverage or Contract of Insurance, including, without limitation, (i) the accuracy, completeness or authenticity of the Insurance Information, (ii) the management of insurance claims by Insurer or by the Licensed Insurance Producer, (iii) the Processing of Personal Data by User, Insurer or Licensed Insurance Producer, and/or (iv) any interaction between User, End-User, and Licensed Insurance Producer.

8.2 In addition to the limitation of liability section provided in the Terms of Use, USER IRREVOCABLY WAIVES ANY CLAIM AGAINST AFTERSHIP, INSURERS AND LICENSED INSURANCE PRODUCERS WITH RESPECT TO ANY INSURANCE COVERAGE OR CONTRACT OF INSURANCE, ANY SERVICES PROVIDED BY THE INSUERS OR LICENSED INSURANCE PRODUCERS OR ANY ACT OR OMISSION OF THE INSURERS OR THE LICENSED INSURANCE PRODUCERS. IN NO EVENT SHALL AFTERSHIP, INSURERS OR ANY LICENSED INSURANCE PRODUCER BE LIABLE FOR ANY DAMAGE OR LOSS CAUSED OR ALLEGED TO BE CAUSED BY OR IN CONNECTION WITH THE INSURER OR A LICENSED INSURANCE PRODUCER, THE ACCESS OR USE OF ANY INSURANCE COVERAGE, THE CONTRACT OF INSURANCE AND/OR THE RELIANCE ON THE PRIVACY PRACTICES, DATA SECURITY PROCESSES OR OTHER POLICIES OF THE INSURERS OR LICENSED INSURANCE PRODUCERS. The INSURERS AND THE Licensed Insurance Producers are designated as express third-party beneficiaries of this Agreement having the right to enforce these AfterShip Protection Terms and the TERMS OF USE in their entirety, specifically including the provisions of sections 8.2, 8.3, 8.4 and 8.5 of the AfterShip Protection Terms.

8.3 User agrees to indemnify and defend AfterShip, the Insurers and the Licensed Insurance Producers and their respective Affiliates, officers, directors, shareholders, employees, agents, representatives and attorneys (“Indemnitees”), and to save and hold each Indemnitee harmless from and against, all claims, demands, liabilities, costs, actions, suits or proceedings that any Indemnitee may suffer or incur (including reasonable attorneys’ fees and expenses) to the extent relating to the failure by the User to comply with any applicable laws, including state, provincial and federal insurance laws, in connection with the AfterShip Protection Terms.

8.4 In addition, User agrees to indemnify and defend the Insurers and the Licensed Insurance Producers and their respective Affiliates, officers, directors, shareholders, employees, agents, representatives and attorneys (the “Insurer and Producer Indemnitees”), and to save and hold the Insurer and Producer Indemnitees harmless from and against, all claims, demands, liabilities, costs, actions, suits or proceedings that the any Insurer and Producer Indemnitee may suffer or incur (including reasonable attorneys’ fees and expenses) to the extent relating or attributable to (i) any action or inaction on the part of User or its End-Users, or any of their respective Affiliates, officers, directors, shareholders, employees, agents, representatives or attorneys, including any action or inaction in violation of User’s duties under these AfterShip Protection Terms, (ii) any inaccurate, incomplete or misleading information provided by any User or End-User to an Insurer or Licensed Insurance Producer or any other person or entity relating to these AfterShip Protection Terms or any Contract of Insurance, (iii) any false, fraudulent or intentionally inaccurate claim asserted by any person or entity in connection with these AfterShip Protection Terms any Insurance Coverage or any Contract of Insurance, and (iv) without limiting the generality of any of the clauses above, the denial (in whole or in part) of any claim by a Licensed Insurance Producer or the applicable Insurers under any Insurance Coverage or Contract of Insurance (or by any transportation carrier in respect of any subrogation claim asserted by a Licensed Insurance Producer or the applicable Insurer) by reason of the failure by any person or entity to take or refrain from taking any action required in order for the claim to be allowed.

8.5 If there is a dispute between User, End-User and/or the Licensed Insurance Producer or Insurer, User understands and agree that AfterShip is under no obligation to become involved. User hereby releases AfterShip, the Licensed Insurance Producers and the Insurers from all claims, demands, penalties, costs, expenses and damages including actual, indirect, incidental, consequential, exemplary, punitive, or special damages, including lost profits) of every kind or nature, known and unknown, suspected and unsuspected, disclosed and undisclosed (“Losses”), regardless of the form of the action or the theory of recovery, and regardless of whether any such Losses were foreseeable or whether such party or any person or entity has been advised of the possibility of such Losses, arising out of or in any way related to these AfterShip Protection Terms, any Insurance Coverage, Insurance Information or Contract of Insurance or any action or inaction of AfterShip, any Licensed Insurance Producer or any Insurer or their respective Affiliates, officers, directors, shareholders, employees, agents, representatives or attorneys.

9. TERMINATION

9.1 Either Party may terminate these AfterShip Protection Terms at any time by giving written notice to the other Party at least fifteen (15) calendar days’ prior to the effective date of termination. Termination of the AfterShip Protection Terms immediately terminates User’s and its End-Users’ participation in AfterShip Protection, the Contract of Insurance and the Insurance Coverage.

9.2 If either Party commits a material breach of any of the representations, warranties, covenants, or obligations of these AfterShip Protection Terms, and such material breach (if capable of cure) is not cured to the reasonable satisfaction of the non-breaching Party within fifteen (15) calendar days after written notice thereof, then the non-breaching Party shall be entitled to terminate these AfterShip Protection Terms immediately upon written notice to the breaching Party.

9.3 If either Party commits an incurable material breach of any of the representations, warranties, covenants, or obligations of these AfterShip Protection Terms, then the non-breaching Party shall be entitled to terminate these AfterShip Protection Terms immediately upon written notice to the breaching Party.