ShipVehicles Terms of Service

Other User Documentation: Privacy Policy | Code of Conduct

IMPORTANT-READ CAREFULLY: The following Terms of Service ("Terms") are a legal agreement between you (either an individual or a single business entity) ("You" or "Your") and Auto Classics Inc. ("ACI" or "our"), an Idaho, U.S.A. corporation with its principal place of business at 1515 Northwest Blvd, Coeur d'Alene, ID 83814, for the right to access the ShipVehicles Site (defined below) and to use the ShipVehicles Services (defined below). The ShipVehicles Site is offered to You expressly conditioned upon Your continued acceptance of the then-current Terms (including all limitations, exclusions, and disclaimers therein) and any Additional Terms (defined below), which may be changed from time to time as provided below. BY EACH USE OF THE SHIPVEHICLES SERVICES AND EACH ACCESS BY YOU OR ON YOUR BEHALF OF ANY INTERNET WEB PAGE WITHIN THE SHIPVEHICLES SITE, YOU ARE MANIFESTING YOUR AGREEMENT TO BE LEGALLY BOUND BY THE THEN-CURRENT TERMS AND ANY ADDITIONAL TERMS, IMMEDIATELY AS OF EACH SUCH USE OR ACCESS. IF YOU DO NOT AGREE TO BE LEGALLY BOUND BY THE THEN-CURRENT TERMS AND ALL ADDITIONAL TERMS, DO NOT USE OR ACCESS THE SHIPVEHICLES SITE OR USE THE SHIPVEHICLES SERVICES. If you have any questions regarding the use of the ShipVehicles Site and/or the ShipVehicles Services, please review our Frequently Asked Questions. If the answer to Your question is not contained in our Frequently Asked Questions, please contact info@shipvehicles.com.

1. DEFINITIONS.

1.1. "Account Information" means the personally identifiable information, such as Your electronic mail address, name, mailing and/or residence address, and telephone number that You provided to ACI during the registration process, as well as any anonymous demographic information that may be compiled by ACI based on information provided by You, which may include without limitation Your zip code, age, sex, preferences, and interests.

1.2. "Additional Terms" means any and all terms, conditions, and/or policies pertaining to the ShipVehicles Site and/or the ShipVehicles Services that may be published by ACI from time to time (including without limitation the Code of Conduct), which will be deemed incorporated herein by reference, but only to the extent not inconsistent with the provisions set forth in these Terms.

1.3. "Customers" means End Users that solicit quotations for and/or purchase Shippers' transportation services (and/or ancillary goods and services).

1.4. "Effective Date" means the earliest date that You, or someone acting on Your behalf, accessed or used any Internet Web page within the ShipVehicles Site and/or used any of the ShipVehicles Services.

1.5. "End Users" means all users of the ShipVehicles Site.

1.6. "Feedback" means comments left by other End Users about You and/or such other End Users' experiences in dealing with You as a Customer or Shipper.

1.7. "Feedback Rating" means a numerical rating that may be determined by ACI, in ACI's sole discretion, based on the nature of the Feedback pertaining to You.

1.8. "Feedback System" means functionality that may be implemented by ACI, in ACI's sole discretion, to allow End Users to enter and review Feedback.

1.9. "Shippers" means End Users that provide quotations for and the service of shipping vehicles (and/or ancillary goods and services) to or for Customers.

1.10. "ShipVehicles Services" means the services available to End Users through the ShipVehicles Site, including without limitation the functionality to solicit quotations for transporting vehicles and to respond to such solicitations with a quotation for transporting vehicles, as well as such other services as may be made available by ACI to End Users from time to time, in ACI's sole discretion.

1.11. "ShipVehicles Site" means the Internet Web site currently located at the URL www.ShipVehicles.com as well as all future revisions, updates, upgrades, versions and localizations thereof and successors thereto.

1.12. All other initially capitalized terms (except capitalized proper names) shall have the meanings assigned to them in this Agreement.

2. NATURE OF THE SHIPVEHICLES SITE AND THE SHIPVEHICLES SERVICES.

2.1. Background. The ShipVehicles Site is a venue for Customers to solicit, and for Shippers to provide, quotations for the shipment of vehicles and such other goods and services upon which given Customers and Shippers may agree. ACI is not, and never will be, a party to, nor is it involved in, any actual transaction between Customers and Shippers, and thus ACI has no control over, and expressly disclaims all warranties in regard to, the merchantability, fitness for Customers' purpose, quality, safety, or legality of the transportation services offered by Shippers, or any of them, the truth or accuracy of any statements made by any Shippers, the ability or willingness of Shippers, or any of them, to provide the transportation services listed in any quotation, or the ability or willingness of Customers to purchase or pay for goods or services upon which any Customer and Shipper may agree. Nothing in these Terms or in any Additional Terms will be construed as a representation, covenant, or warranty by ACI in regard to any aspect of any transaction between a Customer and a Shipper, including without limitation that any Customer or Shipper will actually complete a transaction.

2.2. ShipVehicles Account. To use some or all of the ShipVehicles Site and/or ShipVehicles Services, You must first establish an account ("ShipVehicles Account") and password by correctly and accurately providing all of the Account Information listed on the Registration Page. You acknowledge and agree that all Account Information that You provide in establishing an account will be true and complete, and that You will maintain and update Your Account Information to keep this information true and complete. You acknowledge and agree that, without limiting any other remedies available to ACI, (i) if You earn a net Feedback Rating of 2.0, ACI reserves the right to cancel Your ShipVehicles Account, in which case, if you are a Shipper, any quotations that You have submitted will be removed from the ShipVehicles Site; (ii) ACI may suspend or cancel Your ShipVehicles Account if ACI concludes, in ACI's sole discretion, that You have engaged in fraudulent activity in connection with the ShipVehicles Site and/or the ShipVehicles Services; (iii) ACI may suspend or cancel Your ShipVehicles Account if ACI concludes, in ACI's sole discretion, that Your Account Information is or becomes false or misleading in any respect; and (iv) ACI may suspend or cancel Your ShipVehicles Account for any other reason or for no reason. You are solely responsible for protecting and maintaining the confidentiality of Your password and Your ShipVehicles Account, and for any and all activities attributable to any End User logged in under Your ShipVehicles Account. You may not disclose to or share Your password with any third parties or use Your password for any unauthorized purpose. You acknowledge and agree to immediately notify ACI of any unauthorized use of Your password or ShipVehicles Account, and that Your ShipVehicles Account and Your right to use the ShipVehicles Site and the ShipVehicles Services are not transferable without the express written consent of ACI, which be granted or withheld in ACI's sole discretion.

2.3. License to Use ShipVehicles Site; Limitations. All title and intellectual property rights in and to the ShipVehicles Site (including but not limited to any images, photographs, animations, video, audio, music, text and "applets" incorporated into the ShipVehicles Site), are owned by ACI and/or third parties. Provided that You comply with the then-current version of these Terms and any Additional Terms, including without limitation by establishing a ShipVehicles Account and maintaining such ShipVehicles Account in good standing, ACI grants to You a limited right to use the ShipVehicles Site and the ShipVehicles Services. You acknowledge and agree that You have no right (i) to use the ShipVehicles Site and the ShipVehicles Services except as expressly set forth in the then-current version of these Terms and any Additional Terms; (ii) pursuant to the then-current version of these Terms and any Additional Terms, to reproduce, create derivative works of, distribute copies or derivative works of, and publicly perform and display any original works of authorship to be found within the ShipVehicles Site; (iii) pursuant to the then-current version of these Terms and any Additional Terms, to use any trademarks in any manner.

2.4. Your Content. You hereby grant to ACI a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, fully paid-up right and license, with the unlimited right to sublicense, to use, reproduce, create derivative works of, distribute copies or derivative works of, and publicly perform and display any textual, graphical, or other content (other than Account Information) (collectively, "Content"), and all intellectually property and/or proprietary rights therein, provided by You for all purposes connected with or related to the ShipVehicles Site (including without limitation for promoting or advertising the ShipVehicles Site), to the extent that such uses are consistent with the then-current ShipVehicles.com Privacy Policy. You hereby consent to removal of any Content by ACI, in ACI's sole discretion, and You hereby waive any claim against ACI arising out of such removal. You acknowledge and agree that, during the course of providing the ShipVehicles Site and the ShipVehicles Services, ACI may be required to grant access to a third party and/or decrypt files in response to court order or lawful discovery request. You hereby consent to such legal production and waive any claim against ACI arising out of compliance with such order or request.

2.5. No Obligations. ACI does not and cannot control the submission of Content by End Users, including without limitation the quality or accuracy thereof. All information found within the ShipVehicles Site is provided solely by End Users, and ACI neither endorses (and hereby expressly disclaims any liability for) all such Content. The ShipVehicles Site is merely a passive conduit to facilitate the display and exchange of information submitted by End Users. While ACI retains the right to edit, modify, or delete any Content that it deems, in its sole discretion, to violate the Code of Conduct or any other provision of these Terms or any Additional Terms, You acknowledge and agree that ACI has no obligation to police the ShipVehicles Site (or any Content therein) and that ACI's sole obligation in regard to Content, expressly subject to Section 12 below, will be to investigate allegedly objectionable Content of which You have provided written notice to ACI pursuant to Section 13.1 below.

2.6. Payment Terms. Expressly subject to any "free-trial" or other incentive that ACI may offer, in ACI's sole discretion, all End Users must pay fees for use of the ShipVehicles Site and ShipVehicles Services per ACI's then-current rates (ACI's rates are published with the FAQ section of the ShipVehicles Site), which ACI may modify, in ACI's sole discretion, from time to time. All payments become fully due and owning at the earliest time that the applicable ShipVehicles Service is first rendered or that the applicable access to the ShipVehicles Site is first granted. By way of example, but without limitation, charges for monthly access to the ShipVehicles Site will not be pro-rated. If the payment method is by credit or debit card, and payment is not received by ACI from the card issuer or its agents, You hereby agree to pay all amounts due upon demand by ACI. Rate changes will be effective when published on-line or otherwise provided to You. All payments to be made by You to ACI pursuant to this Section 2.6 are due net ten (10) days after such invoice is sent to You, which may be by electronic mail. All ShipVehicles Accounts that have a balance due and outstanding for more than thirty (30) days after date of invoice will be considered delinquent. Delinquent accounts are subject to immediate suspension and/or termination without further notice. Unless otherwise stated, all fees are quoted in U.S. Dollars.

2.7. Services. ACI will, to the extent commercially practicable, make the ShipVehicles Services available to You during the Term. ACI may, at any time and in ACI's sole discretion (with or without notice to You), add new ShipVehicles Services, change or cease offering some or all of the ShipVehicles Services (in whole or in part), change any fees charged for any fee-based ShipVehicles Services, limit the use of ShipVehicles Services provided without fee or charge, and/or institute a fee or charge for any ShipVehicles Services previously provided without fee or charge. ACI will not be liable to You or any third party should ACI exercise such right.

2.8. Risk of Use. You acknowledge that it is neither commercially nor technically practicable to establish the true identity, nationality, and age of persons using the Internet, and ACI does not confirm the true identity, nationality, or age of any End User. ACI has established, or may establish, a user-initiated Feedback system to help You evaluate the Customer or Shipper with whom You are considering dealing, and ACI encourages You to view any available Feedback pertaining to, as well as to attempt (after selection of a Shipper or by a Customer), to communicate directly with, such Customer or Shipper. You should also make direct inquiry to third parties, such as the Better Business Bureau, prior to entering into any binding transaction with a commercial End User. By Your use of the ShipVehicles Site and/or the ShipVehicles Services, You acknowledge that (i) ACI has no obligation to confirm the true identity, nationality, and/or age of any ShipVehicles User and/or to provide Feedback or to require that Feedback be provided; (ii) that any Feedback provided is the opinion of a third party and ACI will not be in breach of these Terms or otherwise liable to You or any third party if such Feedback is offensive, harmful, inaccurate, or deceptive; and (iii) You bear all risk arising out of or related to Your use of the ShipVehicles Site and the ShipVehicles Services, including without limitation that a Customer or Shipper with whom You choose to enter into a transaction may not have the legal capacity to form binding contracts, may not perform its obligations pursuant to such transaction even if binding, may not be subject to the jurisdiction of any U.S. court, and may make statements in connection with such transaction that are false, fraudulent, or otherwise materially inaccurate.

2.9. Release and Waiver of Claims. ACI provides the ShipVehicles Site solely as a marketplace for the initial exchange of limited information between Customers and Shippers. ACI neither offers nor solicits vehicle transportation services for others. You acknowledge and agree that (i) in consideration of the fee charged to You, ACI's sole obligation is to furnish to You information pertaining to Customers or Shippers with which You may wish to enter into a contractual relationship; and (ii) ACI is neither involved in nor a party to any such contractual relationship or actual transaction between or among End Users (including without limitation any transaction between any Customer and any Shipper or Shippers for the provision of transportation services), and therefore You hereby waive and agree to release ACI, and ACI's officers, directors, agents, subsidiaries and employees, from all claims, demands and damages of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way related to Your transactions or attempts to enter into transactions with other End Users. You further waive any and all rights and benefits otherwise conferred by any statutory or non-statutory law of any jurisdiction that would purport to limit the scope of a release or waiver (e.g., but without limitation, Section 1542 of the California Civil code). You further agree not to hold ACI liable for any damage to, any deletion of, or any failure to store Your files or data (including without limitation Your Account Information).

3. ACCOUNT INFORMATION.

You hereby grant to ACI a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, fully paid-up right and license, with the unlimited right to sublicense, to use, reproduce, create derivative works of, distribute copies or derivative works of, and publicly perform and display the Account Information in any media now known or subsequently developed, for any purpose arising out of or related to these Terms or any Additional Terms, the ShipVehicles Site, or the ShipVehicles Services or otherwise allowable pursuant to the ShipVehicles.com Privacy Policy.

4. CONFIDENTIALITY.

ACI will treat all Account Information in accordance with and pursuant to the then-current ShipVehicles.com Privacy Policy. You acknowledge and agree that, other than Account Information and correspondence between You and ACI pertaining solely to the maintenance of Your ShipVehicles Account, information that You upload to the ShipVehicles Site will be shared with and made available to other End Users. While ACI has implemented and will maintain reasonable security measures (as determined by ACI in ACI's sole discretion), ACI cannot guarantee that the ShipVehicles Site or any Account Information or other stored data of or pertaining to an End User will be free from unauthorized intrusion or otherwise guarantee the privacy of any End User's information. By using the ShipVehicles Site and/or the ShipVehicles Services, You will be deemed to have agreed to the manner in which ACI may use, maintain, and disclose Your Account Information and other personal information.

5. REPRESENTATIONS & WARRANTIES.

The representations, warranties, and covenants in this Section 5 are continuous in nature and will be deemed to have been given by You as of the Effective Date and continuously thereafter. You expressly represent, warrant, and covenant that:

5.1. You have the full right, power, and authority to agree to be bound by these Terms and any Additional Terms and render the performance and grant any rights and licenses as set forth herein;

5.2. You are not a minor and can form legally binding contracts under all applicable law;

5.3. You will not use any ShipVehicles Services if Your ShipVehicles Account is suspended or cancelled;

5.4. You will not register for a new ShipVehicles Account if Your ShipVehicles Account is suspended or cancelled;

5.5. Your will not provide any Account Information, or any information in a request for quotation or quotation, that is false, inaccurate, or misleading;

5.6. You will not take any action in violation of the these Terms and/or any Additional Terms or that undermines the integrity of any Feedback system that may be implemented by ACI;

5.7. If You are a Shipper, You will not or take any action for the purpose of interfering with the ability of other Shippers to provide quotations to a given Customer;

5.8. You will not allow third parties to use Your ShipVehicles Account or Your Feedback Rating;

5.9. Your use of the ShipVehicles Site and/or the ShipVehicles Services, including without limitation Your posting of Feedback, posting or download of Content, sending of electronic mail and/or other forms of correspondence arising out of or related to Your use of the ShipVehicles Site and/or the ShipVehicles Services, and Your provision of goods and services to, and/or receipt of goods and services from, other End Users will not in any manner involve or include conduct or Content that is (i) fraudulent or that involves the transport of counterfeit or stolen items; (ii) an infringement upon the copyright, patent, trademark, trade secret, or other proprietary rights, or rights of publicity or privacy of any third party; (iii) in violation of any law, statute, ordinance, or regulation (including without limitation those governing export control, consumer protection, unfair competition, anti-discrimination, or false advertising); (iv) defamatory, trade libelous, unlawfully threatening, or unlawfully harassing; (v) child pornography or anything that is indecent, obscene, lewd, lascivious, filthy, or vile; (vi) a threat to kidnap or injure a person, a threat to injure the property or reputation of another person, a threat to accuse any person of a crime, a threat to inform another that a person has violated any law, or a threat of blackmail; or (vii) advocating or urging treason, insurrection, or forcible resistance to any law;

5.10. You will not post to the ShipVehicles Site or use in conjunction with the ShipVehicles Services any content of any kind that contains any viruses, Trojan horses, worms, time bombs, cancelbots, or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept, or expropriate any system, data, personal information, or Account Information;

5.11. You will not copy, reproduce, alter, modify, create derivative works of, or publicly perform or display any content from the ShipVehicles Site without, in each case, the prior express written consent of ACI or the applicable third-party owner(s) of the proprietary rights in such content. For purposes of clarification, nothing in this Section 5.11 will prohibit You from viewing any listing for the purpose of determining whether to provide a quotation, the provision of a quotation, or to compare prices and quotations in preparation of Your own quotation;

5.12. You will not use any device, software, or routine to interfere or attempt to interfere with the proper working of the ShipVehicles Site or the delivery of any ShipVehicles Services, and You will not take any action that unreasonably or disproportionately burdens the operation of the ShipVehicles Site and/or the delivery of the ShipVehicles Services;

5.13. You will not use any robot, spider, other automatic device, or manual process to monitor or copy any Web page within the ShipVehicles Site or any content located within any such Web page without, in each case, the prior express written consent of ACI;

5.14. You will neither take nor fail to take any action to the extent that a non-frivolous claim for criminal or civil liability could be made against ACI, and/or ACI's subsidiaries, affiliates, joint ventures, third-party agents, permitted sublicensees and successors, and its and their directors, officers, employees, and/or agents arising out of or related to such action or inaction; and

5.15. You will not take any action that interferes with the delivery of the ShipVehicles Services and/or ACI's relationships with its ISPs, Web hosts, and/or other suppliers.

6. LIMITED WARRANTY; CONDITIONS; EXCLUSIONS.

6.1. Limited Warranty. ACI warrants for a period of thirty (30) days from the Effective Date (the "Warranty Period") that the ShipVehicles Site will substantially conform to the operational guidelines and help screens found within the ShipVehicles Site. Some states and jurisdictions do not allow limitations on duration of implied warranties, so the above limitation may not apply to You. To the extent allowed by applicable law, implied warranties, if any, on the ShipVehicles Site and ShipVehicles Services are limited to ninety (90) days.

6.2. Conditions; Exclusions. Any right of action pursuant to the Limited Warranty set forth in Section 6.1 above (the "Limited Warranty") is expressly conditioned upon Your, prior to the time such right of action arose, having: (i) paid to ACI all applicable fees and costs then due and owing pursuant to Section 2.6 above, (ii) accessed the ShipVehicles Site from a virus-free computer system; (iii) complied with these Terms and all Additional Terms, in their entireties, and with all instructions set forth in applicable documentation; and (iv) provided to ACI written notice of any purported breach of the Limited Warranty within thirty (30) days of actual or constructive discovery thereof. The Limited Warranty is void, and ACI will have no duty pursuant thereto, if failure of the ShipVehicles Site has resulted from accident, abuse, or misapplication. Notwithstanding anything in this Agreement to the contrary, the Limited Warranty does not apply to, and ACI disclaims all warranties, duties, and conditions in regard to, alleged defects in the ShipVehicles Site that cannot be reproduced by ACI.

7. DISCLAIMER OF WARRANTIES.

THE SHIPVEHICLES SITE AND THE SHIPVEHICLES SERVICES ARE DEEMED ACCEPTED BY YOU. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ACI PROVIDES THE SHIPVEHICLES SITE AND THE SHIPVEHICLES SERVICES "AS IS" AND "WITH ALL FAULTS" AND ON AN "AS AVAILABLE" BASIS. IN ADDITION TO THE DISCLAIMERS AND LIMITATIONS SET FORTH IN SECTION 2 ABOVE, ACI HEREBY DISCLAIMS WITH RESPECT TO THE SHIPVEHICLES SITE, THE SHIPVEHICLES SERVICES, ANY FEEDBACK SYSTEM OR FEEDBACK RATING (OR THE FAILURE TO PROVIDE OR PROVIDE TIMELY ANY OF THE ABOVE) ALL WARRANTIES, DUTIES, AND CONDITIONS, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY WARRANTIES, DUTIES, OR CONDITIONS OF OR RELATED TO: MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, LACK OF VIRUSES, ACCURACY OR COMPLETENESS OF ANY INFORMATION OBTAINED THROUGH THE SHIPVEHICLES SITE OR THE SHIPVEHICLES SERVICES, RESULTS (OR LACK THEREOF), WORKMANLIKE EFFORT, LACK OF NEGLIGENCE, TITLE, QUIET ENJOYMENT, QUIET POSSESSION, CORRESPONDENCE TO DESCRIPTION, OR NON-INFRINGEMENT. ACI DOES NOT GUARANTEE CONTINUOUS, UNINTERRUPTED, ERROR-FREE, OR SECURE ACCESS TO THE SHIPVEHICLES SITE AND/OR THE SHIPVEHICLES SERVICES, AND YOU ACKNOWLEDGE AND AGREE THAT NUMEROUS FACTORS OUTSIDE OF ACI'S CONTROL MAY INTERFERE WITH THE OPERATION OF THE SHIPVEHICLES SITE AND/OR THE DELIVERY OR AVAILABILITY OF THE SHIPVEHICLES SERVICES. ACI IS NOT RESPONSIBLE FOR, MAKES NO WARRANTY OR REPRESENTATION REGARDING, AND WILL NOT BE LIABLE FOR, ANY DAMAGES RESULTING FROM THE PRODUCTS, SERVICES, CONTENT, OR ANY OTHER ASPECT OF ANY THIRD PARTY WEB SITE THAT YOU MAY ACCESS OR LINK TO BY EITHER CLICKING A HYPERTEXT LINK WITHIN THE SHIPVEHICLES SITE OR BY FOLLOWING ANY DIRECTION OR INSTRUCTION OTHERWISE PROVIDED WITHIN THE SHIPVEHICLES SITE. INCLUSION OF ANY HYPERTEXT LINK TO THIRD PARTY WEB SITES WITHIN THE SHIPVEHICLES SITE DOES NOT IMPLY APPROVAL OR ENDORSEMENT OF SUCH LINKED WEB SITE BY ACI. IF YOU DECIDE TO LEAVE THE SHIPVEHICLES SITE TO ACCESS ANY SUCH THIRD-PARTY SITE, YOU DO SO AT YOUR OWN RISK. THE ENTIRE RISK AS TO THE QUALITY OR SUITABILITY OF, OR ARISING OUT OF THE USE OR PERFORMANCE OF, THE SHIPVEHICLES SITE, THE SHIPVEHICLES SERVICES, ANY FEEDBACK OR FEEDBACK SYSTEM, AND ANY GOODS OR SERVICES OF ANY THIRD PARTIES (INCLUDING WITHOUT LIMITATION OF ANY OTHER END USERS) REMAINS WITH YOU. SOME STATES DO NOT ALLOW THE DISCLAIMER OF IMPLIED WARRANTIES, SO THE FOREGOING DISCLAIMER MAY NOT APPLY TO YOU. A WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS AND YOU MAY ALSO HAVE OTHER LEGAL RIGHTS THAT VARY FROM STATE TO STATE. NO EMPLOYEE, AGENT, REPRESENTATIVE, OR AFFILIATE OF ACI HAS AUTHORITY TO BIND ACI TO ANY ORAL REPRESENTATIONS OR WARRANTY CONCERNING THE SHIPVEHICLES SITE, THE SHIPVEHICLES SERVICES, ANY FEEDBACK OR FEEDBACK SYSTEM, AND ANY SERVICES OF ANY THIRD PARTY (INCLUDING WITHOUT LIMITATION OF ANY SHIPPER). ANY WRITTEN REPRESENTATION OR WARRANTY NOT EXPRESSLY CONTAINED IN THESE TERMS OR ANY ADDITIONAL TERMS IS NOT PART OF THE BARGAIN OF THE PARTIES AND IS NOT ENFORCEABLE.

8. EXCLUSION OF INCIDENTAL, CONSEQUENTIAL AND CERTAIN OTHER DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL ACI BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, LOSS OF CONFIDENTIAL OR OTHER INFORMATION, BUSINESS INTERRUPTION, PERSONAL INJURY, LOSS OF PRIVACY, FAILURE TO MEET ANY DUTY (INCLUDING OF GOOD FAITH OR OF REASONABLE CARE), NEGLIGENCE, AND ANY OTHER PECUNIARY OR OTHER LOSS WHATSOEVER) ARISING OUT OF OR IN ANY WAY RELATED TO YOUR USE OF OR INABILITY TO USE THE SHIPVEHICLES SITE, THE SHIPVEHICLES SERVICES, AND/OR ANY FEEDBACK OR FEEDBACK SYSTEM, OR OTHERWISE UNDER OR IN CONNECTION WITH ANY PROVISION OF THIS AGREEMENT, EVEN IN THE EVENT OF THE FAULT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, BREACH OF CONTRACT, OR BREACH OF WARRANTY OF ACI, AND EVEN IF ACI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9. LIMITATION OF LIABILITY & REMEDIES.

YOU ACKNOWLEDGE AND AGREE THAT(I) ACI CANNOT CONTROL THE USE OF THE SHIPVEHICLES SITE AND THE SHIPVEHICLES SERVICES BY THIRD PARTIES AND/OR THE PROVISION OF TRANSPORTATION SERVICES, AND THE WILLINGNESS OR ABILITY TO PAY FOR TRANSPORTATION SERVICES, BY THIRD PARTIES; (II) YOU MUST INDEPENDENTLY VERIFY THE ACCURACY AND COMPLETENESS OF ANY INFORMATION PROVIDED TO YOU BY ANY OTHER END USER (INCLUDING WITHOUT LIMITATION ANY FEEDBACK AND ANY INFORMATION IN ANY QUOTATION OR REQUEST FOR QUOTATION); (III) THE PROVISION OF FEEDBACK AND/OR FEEDBACK RATINGS IS NOT A SUBSTITUTE FOR YOUR PERSONAL AND/OR BUSINESS JUDGMENT; AND (IV) ACI HAS MADE THE SHIPVEHICLES SITE, SHIPVEHICLES SERVICES, AND ANY FEEDBACK OR FEEDBACK RATINGS AVAILABLE TO YOU FOR THE FEE CHARGED IN RELIANCE UPON THE EFFICACY AND ENFORCEABILITY OF, AND YOUR AGREEMENT TO, THE WARRANTY DISCLAIMERS, EXCLUSIONS OF DAMAGES, AND LIMITATIONS OF LIABILITY SET FORTH IN THESE TERMS AND IN ANY ADDITIONAL TERMS, INCLUDING WITHOUT LIMITATION THOSE SET FORTH IN SECTIONS 6, 7, AND 8 ABOVE AND IN THIS SECTION 9, AND THAT SUCH DISCLAIMERS, EXCLUSIONS, AND LIMITATIONS ARE AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES. NOTWITHSTANDING ANY DAMAGES THAT YOU MIGHT INCUR FOR ANY REASON WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ALL DAMAGES REFERENCED IN SECTION 8 ABOVE AND ALL DIRECT OR GENERAL DAMAGES), THE ENTIRE LIABILITY OF ACI TO YOU AND TO ANY THIRD PARTY UNDER ANY PROVISION OF THESE TERMS AND/OR ANY ADDITIONAL TERMS, OR PURSUANT TO ANY CLAIM ARISING IN ANY WAY WHATSOEVER OUT OF THESE TERMS, ANY ADDITIONAL TERMS, AND/OR YOUR USE OF THE SHIPVEHICLES SITE, THE SHIPVEHICLES SERVICES, AND/OR ANY FEEDBACK OR FEEDBACK SYSTEM, AND YOUR EXCLUSIVE REMEDY FOR ALL OF THE FOREGOING WILL BE LIMITED TO THE LESSER OF (A) THE AMOUNT OF FEES (IF ANY) YOU HAVE PAID TO ACI IN THE TWELVE (12) MONTHS PRIOR TO THE ACTION GIVING RISE TO LIABILITY, AND (B) FIFTY DOLLARS (US$50.00). THE FOREGOING LIMITATIONS, EXCLUSIONS, AND DISCLAIMERS (INCLUDING THOSE SET FORTH IN SECTIONS 7 AND 8 ABOVE) WILL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE. YOU ACKNOWLEDGE AND AGREE THAT (I) ACI WILL NOT BE IN BREACH OF THIS AGREEMENT OR THE ADDITIONAL TERMS, AND ACI WILL NOT BE LIABLE TO YOU ON ANY LEGAL THEORY, IF YOU CANNOT ACCESS OR USE THE SHIPVEHICLES SITE, THE SHIPVEHICLES SERVICES, AND/OR ANY FEEDBACK OR FEEDBACK SYSTEM, EVEN IF SUCH INABILITY TO ACCESS OR USE WAS PROXIMATELY CAUSED BY ACI'S ACTIONS OR FAILURES TO ACT, AND (II) ACI MAY TERMINATE OR LIMIT YOUR ACCESS TO THE SHIPVEHICLES SITE, THE SHIPVEHICLES SERVICES, AND ANY FEEDBACK OR FEEDBACK SYSTEM, AT ANY TIME, FOR ANY REASON OR NO REASON, WITH OR WITHOUT NOTICE. NO ACTION ARISING OUT OF ANY BREACH OR CLAIMED BREACH OF THESE TERMS AND/OR ANY ADDITIONAL TERMS, ANY WARRANTIES IMPLIED IN LAW AND NOT EFFECTIVELY DISCLAIMED, ANY USE OF THE SHIPVEHICLES SITE, THE SHIPVEHICLES SERVICES, ANY FEEDBACK OR FEEDBACK SYSTEM, OR ANY TRANSACTIONS CONTEMPLATED BY THESE TERMS AND/OR ANY ADDITIONAL TERMS MAY BE BROUGHT MORE THAN ONE (1) YEAR AFTER THE CAUSE OF ACTION HAS ACCRUED. FOR PURPOSES OF THESE TERMS AND ANY ADDITIONAL TERMS, A CAUSE OF ACTION WILL BE DEEMED TO HAVE ACCRUED WHEN A PARTY KNEW OR REASONABLY SHOULD HAVE KNOWN OF THE BREACH OR CLAIMED BREACH. SOME JURISDICTIONS DO NOT ALLOW EXCLUSION OR LIMITATION OF IMPLIED WARRANTIES OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, AND THUS CERTAIN LIMITATIONS SET FORTH ABOVE MAY NOT APPLY TO YOU.

10. INDEMNITY.

You hereby agree to pay the defense costs of, indemnify, and hold harmless ACI and ACI's subsidiaries, affiliates, joint ventures, third-party agents, permitted sublicensees, and successors, and its and their directors, officers, employees, and agents (collectively, "Indemnitees") from any and all claims, demands, costs, liabilities, losses, expenses and damages (including reasonable attorneys' fees, costs, and expert witnesses' fees) with respect to or in connection with any claim or action (i) which, taking the claimant's allegations to be true, would result in a breach by You (or any of Your agents or assigns) of these Terms or any Additional Terms or any other agreement between You (or any of Your agents or assigns) and any End User; (ii) that any content submitted, downloaded, or transmitted by You or on Your behalf to or through the ShipVehicles Site or any Feedback System or through Your use of the ShipVehicles Services, or any goods or services provided by You or on Your behalf, violates any copyright, patent, trade secret, trademark, or other proprietary right of any third party; (iii) arising in any other way out of or related to (x) Your use of the ShipVehicles Site, the ShipVehicles Services, and/or any Feedback or Feedback System, (y) any content submitted, downloaded, or transmitted by You or on Your behalf to or through the ShipVehicles Site or any Feedback System or through Your use of the ShipVehicles Services, or (z) Your (or Your agent's or assign's) provision of good or services to, or use or purchase of the goods or services of or from, third parties (including without limitation other End Users); or (iv) that You (or Your agents or assigns) harmed any other End User or other third party in any other way. ACI will give You prompt notice of any claim to which the foregoing indemnity relates. ACI will have the right to employ separate counsel and participate in the defense of any such claim or action. You will pay ACI upon demand for any payments made or losses suffered by the Indemnitees at any time after the Effective Date hereof, based upon the judgment of any court of competent jurisdiction or pursuant to a bona fide compromise or settlement of claims, demands, or actions, in respect to any damages related to any claim or action under this Section 10. ACI will provide You with non-confidential information, assistance and authority, at Your expense and reasonable request, to help You defend such claim or action. You will not be responsible for any settlement made by the Indemnitees without Your written permission, which permission will not be unreasonably withheld or delayed. You may not settle any claim or action under this Section 10 on behalf of the Indemnitees without first obtaining ACI's written permission, which permission will not be unreasonably withheld or delayed. In the event You and ACI agree to settle a claim or action, You will not publicize the settlement without first obtaining ACI's written permission, which may be granted or withheld in ACI's sole discretion.

11. TERM; TERMINATION.

11.1. Term. The term of this Agreement ("Term") will commence on the Effective Date and will remain in force in perpetuity, unless otherwise terminated pursuant to this Section 11.

11.2. Termination by ACI. ACI, in its sole discretion, may terminate or modify these Terms and/or any Additional Terms, access to the ShipVehicles Site and/or the ShipVehicles Services, or any pending requests for quotations immediately without notice for any reason or no reason. ACI may immediately issue a warning, temporarily suspend, indefinitely suspend, restrict, or terminate Your ShipVehicles Account and refuse to provide the ShipVehicles Services to You: (i) if You breach these Terms and/or any Additional Terms; (ii) if ACI is unable to verify or authenticate any information You provide to ACI; (iii) if ACI believes, in its sole discretion, that Your actions may cause legal liability for You, other End Users, and/or ACI; (iv) if You breach the Code of Conduct; and/or (v) as may be otherwise provided in these Terms and/or any Additional Terms. Any suspected fraudulent, abusive, or illegal activity may be referred to appropriate law enforcement authorities. The rights and remedies provided in this section will not be exclusive and are in addition to any other rights and remedies provided by law, in equity, or by these Terms and any Additional Terms. Upon any termination pursuant to this Section 11, ACI will not be liable nor owe any compensation to You solely by reason of exercising the right to terminate granted by this Section 11. ACI may, but is not obligated to, delete all data, files, and/or other information that is stored in or related to Your account immediately upon termination.

11.3. Termination by You. Should You, at any time, cease to agree to be bound by these Terms, any Addition Terms, or any subsequent modifications to the Terms or any Additional Terms, or should You become dissatisfied with the ShipVehicles Site and/or the ShipVehicles Services in any way, Your sole recourse is to immediately discontinue use of the ShipVehicles Site and the ShipVehicles Services and notify ACI that You wish to terminate Your ShipVehicles Account and be removed from any registration database(s). You may notify ACI customer service by electronic mail at support@shipvehicles.com or by telephone at (208) 676-0857.

11.4. Survival. The following provisions will survive termination of this Agreement: 1, 2.4-2.5, 2.6 (to the extent of any monies owed to ACI prior to termination), 2.8-2.9, and 3 through and including 13.

12. NOTICES AND PROCEDURE FOR MAKING CLAIMS OF COPYRIGHT INFRINGEMENT.

12.1. Notice. Pursuant to 17 U.S.C. § 512(c)(2), notifications of claimed copyright infringement should be sent to ACI's designated agent for the receipt of such notice, at the following address:

Designated Agent: Travis Godbout
Address: Auto Classics, Inc.1515 Northwest BlvdCoeur d'Alene, ID 83814 Attention: ShipVehicles.com
Telephone Number: (208) 676-0857
Facsimile Number: (208) 667-8830
Electronic Mail Address: info@shipvehicles.com

12.2. Procedure.

12.2.1. Contents of Notification of Claimed Infringement. To be effective, a notification of claimed infringement ("Notification") must be a written communication provided to the designated agent as set forth above, which notification includes substantially the following information: (i) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right ("Complainant") that is allegedly infringed; (ii) identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site; (iii) identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled (collectively, the "Subject Material"), and information reasonably sufficient to permit ACI to locate the Subject Material; (iv) information reasonably sufficient to permit ACI to contact the Complainant, such as an address, telephone number, and, if available, an electronic mail address at which the Complainant may be contacted; (v) a statement that the Complainant has a good faith belief that use of the Subject Material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (vi) a statement that the information in the notification is accurate, and under penalty of perjury, that the Complainant is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

12.2.2. Action Upon Receipt of Notice. Upon receipt of the Notification containing the information as outlined in Section 12.2.1 above, ACI will: (i) remove or disable access to the Subject Material; (ii) forward the written notification to such alleged infringer ("Subscriber"); and (iii) take reasonable steps to promptly notify the Subscriber that it has removed or disabled access to the Subject Material.

12.2.3. Action Upon Receipt of Counter Notification. Upon receipt of a Counter Notification, containing the information as outlined in Section 12.2.4 below, ACI: (i) will promptly provide the Complainant with a copy of the Counter Notification; (ii) will inform the Complainant that it will replace, or cease disabling access to, the Subject Material within ten (10) business days; and (iii) may replace or cease disabling access to the Subject Material within ten (10) to fourteen (14) business days following receipt of the Counter Notification, provided that ACI's Designated Agent has not received notice from the Complainant that an action has been filed seeking a court order to restrain Subscriber from engaging in infringing activity relating to the Subject Material.

12.2.4. Contents of Subscriber's Counter Notification. To be effective, a counter notification ("Counter Notification") must be a written communication provided to ACI's Designated Agent that includes substantially the following: (i) a physical or electronic signature of the Subscriber; (ii) identification of the Subject Material that has been removed or to which access has been disabled and the location at which the Subject Material appeared before it was removed or access to it was disabled; (iii) a statement under penalty of perjury that the Subscriber has a good faith belief that the Subject Material was removed or disabled as a result of mistake or misidentification of the Subject Material to be removed or disabled; and (iv) the Subscriber's name, address, and telephone number, and a statement that the Subscriber consents to the jurisdiction of the federal district court for the judicial district in which the address is located, or if the Subscriber's address is outside of the United States, for any judicial district in which ACI may be found, and that the Subscriber will accept service of process from the person who provided notification or an agent of such person.

13. GENERAL.

13.1. Notices. All notices provided by You to ACI will be deemed given the day they are deposited in the U.S. mail, postage prepaid, certified or registered, return receipt requested; or sent by overnight courier, charges prepaid, with a confirming fax; addressed to Auto Classics Inc., 1515 Northwest Blvd, Coeur d'Alene, ID 83814, Attention: ShipVehicles.com, with a copy to Preston Gates Ellis LLP, 601 West Riverside, Suite 1400, Spokane, Washington 99201, Attention: J. Christopher Lynch. All notices provided by ACI to You will be deemed given (i) twenty-four (24) hours after such notices are sent to You via electronic mail sent to the then-current electronic mail address associated with Your ShipVehicles Account, unless ACI is notified that this electronic mail address is invalid; or (ii) the day such notices are deposited in the U.S. mail, postage prepaid, certified or registered, return receipt requested; or sent by overnight courier, charges prepaid, with a confirming fax; to the then-current physical address associated with Your ShipVehicles Account.

13.2. Jurisdiction; Venue. This agreement is governed by the laws of the State of Idaho, U.S.A. You hereby irrevocably consent to the exclusive jurisdiction and venue of the state and federal courts sitting in Kootenai County, Idaho, U.S.A. in all disputes arising out of or relating to the use of the ShipVehicles Site and/or the ShipVehicles Services, and You hereby waive all defenses of lack of personal jurisdiction and forum non-conveniens and agree that process may be served on You in the manner authorized by applicable law or court rule. In any action or suit to enforce any right or remedy under these Terms or any Additional Terms or to interpret any provision of these Terms or any Additional Terms, the prevailing party will be entitled to recover its costs, including reasonable attorneys' fees.

13.3. Arbitration. Notwithstanding anything in these Terms or any Additional Terms to the contrary, any controversy or claim arising out of or relating to these Terms or any Additional Terms (including without limitation any claim that ACI is liable for any action, inaction, misfeasance, or nonfeasance of any Customer or Shipper), or the breach thereof, will be settled by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules, including the Emergency Interim Relief Procedures. Such arbitration will be (i) on an individual basis and will not be consolidated with any claim of any other party; and (ii) conducted in Coeur d'Alene, Idaho, U.S.A. Judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.

13.4. Use; Construction; Severability. Use of the ShipVehicles Site and/or the ShipVehicles Services is unauthorized in any jurisdiction that does not give effect to all provisions of these Terms and all Additional Terms, including without limitation this paragraph. You agree that no joint venture, partnership, employment, or agency relationship exists between You and ACI as a result of these Terms, any Additional Terms, or use of the ShipVehicles Site and/or the ShipVehicles Services. If any part of these Terms or any Additional Terms is determined to be invalid or unenforceable pursuant to applicable law, including without limitation the warranty disclaimers and liability limitations set forth above, that provision of these Terms (or any Additional Terms, as applicable) will be enforced to the maximum extent permissible so as to effect the intent of the parties, and the remainder of these Terms and any Additional Terms will continue in full force and effect.

13.5. Disclosure of Personal Information. ACI reserves the right to disclose any Account Information about You or Your use of the ShipVehicles Site and/or the ShipVehicles Services, without Your prior permission if ACI reasonably believes, in ACI's sole discretion, that such disclosure is necessary to: (i) conform to legal requirements or comply with legal process; (ii) protect and defend the rights or property of the Indemnitees; (iii) enforce these Terms or the Additional Terms; or (iv) act to protect the interests of any End Users or third parties. ACI's performance of these Terms and the Additional Terms is subject to applicable laws and rules, and nothing contained herein or therein is in derogation of ACI's right to comply with the legitimate requests or requirements of governmental, judicial, and law enforcement bodies in relation to Your use of the ShipVehicles Site and/or the ShipVehicles Services or information provided to or gathered by ACI with respect to such use.

13.6. Taxes. ACI is not liable for any foreign or U.S. federal, state, local, municipal or other governmental taxes, duties, levies, fees, excises or tariffs, arising out of or in connection with Your use of the ShipVehicles Site and/or the ShipVehicles Services, including without limitation any transactions entered into with any other End User on or through the ShipVehicles Site. You will indemnify, defend, and hold ACI harmless from any taxes or claims, causes of action, costs (including, without limitation, reasonable attorneys' fees) and any other liabilities of any nature whatsoever related to any such taxes, duties, levies, fees, excises or tariffs. For purposes of clarification, this Section 13.6 will not apply to ACI's revenues arising out of the ShipVehicles Site.

13.7. Information and Press Releases. The ShipVehicles Site may contain information and press releases pertaining to ACI and/or third parties. While this information was believed to be accurate when first posted within the ShipVehicles Site, ACI disclaim any duty or obligation to update this or any information or press releases. Information pertaining to third parties should not be relied upon as being provided or endorsed by ACI.

13.8. Miscellaneous. No waiver of any breach of any provision of these Terms and/or any Additional Terms will constitute a waiver of any prior, concurrent, or subsequent breach of the same or any other provision hereof or thereof, and no waiver will be effective unless made in writing and signed by an authorized representative of the waiving party. Each party will be responsible for covering its respective costs in performing its duties under these Terms and/or any Additional Terms, except to the extent expressly set forth herein or therein. All captions in these Terms and/or any Additional Terms are intended solely for the convenience of the parties, and none will affect the meaning or construction of any provision. All rights and obligations pursuant to these Terms and any Additional Terms will be binding upon and inure to the benefit of each party's respective successors and lawful assigns; provided, however, that You may not assign these Terms and any Additional Terms, in whole or in part, without the prior written approval of ACI, which may be granted or withheld in ACI's sole discretion. ACI may assign its rights and obligations in ACI's sole discretion. You agree to and will comply with all applicable laws, statutes, ordinances, and regulations regarding Your use of the ShipVehicles Site and the ShipVehicles Services, including without limitation Your solicitation and/or provision of quotations for transportation services. If You are a Shipper, a Shipper's agent, or any commercial entity, You will, at Your sole expense, maintain in force policies of insurance with reputable insurers sufficient in coverage and amounts to secure Your obligations and potential liabilities under these Terms, and You will comply with all bonding requirements applicable to Your industry, and maintain in force all applicable government licenses and permits.

13.9. Copyright and Trademark. All contents of the ShipVehicles Site (and the software and computer code used in creating the ShipVehicles Site) are Copyright © 2003 Auto Classic, Inc., 1515 Northwest Blvd, Coeur d'Alene, ID 83814, U.S.A, and/or its suppliers or End Users. ShipVehicles and ShipVehicles.com are trademarks of Auto Classics, Inc., without regard to state or federal registration of same. The names of other companies or products that may be mentioned herein may be the trademarks of their respective owners. All rights not expressly granted in these Terms and/or any Additional Terms are hereby expressly reserved.

13.10. Entire Agreement; Modifications. These Terms and any Additional Terms constitute the entire agreement between the parties with respect to the subject matter hereof and merges all prior and contemporaneous communications and proposals (whether electronic, oral, or written), and supersede all prior agreements between the parties regarding the subject matter hereof. A printed version of this agreement and of any notice given in electronic form will be admissible in judicial or administrative proceedings based upon or relating to this agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. ACI reserves the right to amend or modify these Terms and/or any of the Additional Terms at any time in ACI's sole discretion by posting the amended Terms and/or Additional Terms on the ShipVehicles Site. Such amended or modified Terms and/or Additional Terms will automatically be effective and will bind You immediately upon being posted, except for amendments or modifications to the ShipVehicles.com Privacy Policy, which will not bind You until ten (10) days after being posted on the ShipVehicles Site. You acknowledge and agree that it is Your responsibility to maintain a valid email address as a registered user, to review these Terms and any Additional Terms periodically and to be aware of any modifications. By continuing to use the ShipVehicles Site and/or the ShipVehicles Services after such amended and/or modified Terms or Additional Terms have been posted, You will be deemed to have manifested Your agreement to, and to be bound by, such amended and/or modified Terms or Additional Terms. You may not modify these Terms or any Additional Terms, except by a written agreement dated subsequent to the Effective Date and manually signed on behalf of ACI by ACI's duly authorized representative.