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Terms of Service

Last updated: February 13th, 2023

Please read these terms and conditions carefully before using Our Service.

1.Obligations of LCDSWAP (SHIPHYPE).
LCDSWAP (SHIPHYPE) shall provide the services (the “Services”) described below. All Exhibits attached to or issued under this Agreement are hereby incorporated into and made a part of this Agreement.
Services: Services shall include, without limitation, the provision of fulfillment services, and other related incidental services as determined by LCDSWAP (SHIPHYPE) in their sole discretion, and subject to change without prior notice to Client.

2. Payment, Taxes and Duties

  • 2.1 Exhibit A sets forth the compensation in Canadian dollars due to LCDSWAP (SHIPHYPE) for completion of the Services described herein. Exhibit A also designates LCDSWAP (SHIPHYPE) and Client’s authorized representative for purposes of this Agreement. Client shall provide payment via LCDSWAP (SHIPHYPE)’s preferred choice of payment, which may change at LCDSWAP (SHIPHYPE)’s sole discretion without any notice to Client.

  • 2.2 LCDSWAP (SHIPHYPE) shall be responsible for invoicing Client for any applicable federal and provincial taxes that are imposed by law on LCDSWAP (SHIPHYPE) in connection with: (1) the provision of the Services; and (2) the sale of any goods related to the provision of any service. Client shall be responsible for such taxes, customs or duties whether existing as of the Effective Date of the Agreement or increasing or becoming applicable during the term of the Agreement.

  • 2.3 Arrangements, costs and regulatory obligations associated with the cross-border movement of Client’s goods or property, if any, whether or not title has transferred to LCDSWAP (SHIPHYPE), or its subsidiaries, will be the sole responsibility of Client, including without limitation, export packing, licensing, forwarding, import brokerage, duty, broker and/or forwarder fees, indirect taxes, filing of export and/or import declarations or entries in Client’s name, and LCDSWAP (SHIPHYPE)’s costs and related expenses, as well as other responsibilities identified in the Agreement.

  • 2.4 Notwithstanding anything to the contrary in this Agreement or the associated Exhibits, Client agrees to provide a pre-authorized credit card for LCDSWAP (SHIPHYPE) to hold on file (the “Credit Card”). Client hereby acknowledges and agrees that LCDSWAP (SHIPHYPE) may charge the Client’s Credit Card at LCDSWAP (SHIPHYPE)’s sole discretion, any time that the Client has an invoice or payment due.

  • 2.5 Client further acknowledges and agrees that LCDSWAP (SHIPHYPE) may request payments be made in advance of providing services at any time in LCDSWAP (SHIPHYPE)’s sole discretion, which shall be due immediately.


3. Invoicing

  • 3.1 LCDSWAP (SHIPHYPE) shall invoice Client for all Services provided and for any expenses incurred for the purposes of providing the Services. Invoices will be presented to Client in accordance with the schedule set forth in Exhibit A and shall be due and payable seven (7) days after Client’s receipt of the invoice.

  • 3.2 Client must ensure that all outstanding invoices are paid prior to requesting further Services from LCDSWAP (SHIPHYPE). LCDSWAP (SHIPHYPE) may choose, in LCDSWAP (SHIPHYPE)’s sole discretion, to refrain from providing further Services to Client until all outstanding invoices and amounts due are paid in full, without any liability to Client.

  • 3.3 LCDSWAP (SHIPHYPE) may submit invoices to Client for payment at any point in time, at LCDSWAP (SHIPHYPE)’s sole discretion.


Further to this section, LCDSWAP (SHIPHYPE) may amend the billing cycle at LCDSWAP (SHIPHYPE)’s sole discretion without prior notice to Client. Client shall be notified within seven (7) business days of any changes to the billing cycle.

4. Reimbursement of Expenses

  • 4.1 Client shall reimburse LCDSWAP (SHIPHYPE) for any and all expenses stated in each invoice.

  • 4.2 Any expenses which require amendments or adjustments shall be re-billed to Client on the next applicable invoice, including without limitation, any adjustments from carriers for postage charges.


5. Representations, Warranties and Covenants

  • 5.1 Client represents, warrants and covenants that no part of the materials or products provided as part of the Services will violate or infringe upon the intellectual property rights or other statutory rights of any third party, including, without limitation, any rights relating to copyright, patent, trademark, trade secret, defamation, privacy or publicity (collectively “Intellectual Property Rights”).

  • 5.2 Client further represents and warrants that Client has reviewed the Service Level Agreements, this Agreement, and all associated Terms and Conditions available on LCDSWAP (SHIPHYPE)’s website (“https://shiphype.com/”).

  • 5.3 Client further represents, warrants and covenants that Client owns all materials or products provided as part of the Services, and that Client has obtained all permissions, releases, rights or licenses required to engage in this Agreement and for LCDSWAP (SHIPHYPE) to provide the Services without obtaining any further releases or consents.

  • 5.4 Client further represents and warrants that Client is the sole legal owner and has lawful possession or control of Client’s Property (defined below), and that Client has the sole legal right to store and direct the release and delivery of Client’s Property. Client further represents and warrants that Client’s Property does not contain any potential health, safety, or environmental hazards associated with the shipment, storage, or fulfillment of the Client’s Property and Services, and that Client’s Property complies with all applicable laws, does not contain any hazardous and dangerous materials, and does not violate LCDSWAP (SHIPHYPE)’s policies, which are subject to change without notice. Client shall strictly meet or exceed any compliance obligations contained herein and LCDSWAP (SHIPHYPE) may, in its sole discretion, reject Client’s Property which LCDSWAP (SHIPHYPE) reasonably determines may violate this section. Client acknowledges and agrees that Client may incur additional fees from LCDSWAP (SHIPHYPE) as a result of LCDSWAP (SHIPHYPE) refusing Client’s Property, which may result in a significant delay or non-shipment of Client’s Property, and Client agrees that LCDSWAP (SHIPHYPE) shall not be held liable for any associated loss or damage which may result.

  • 5.5 Client further represents, warrants, and acknowledges that LCDSWAP (SHIPHYPE) is not the merchant of record for Client’s Property (defined below).

  • 5.6 Each party represents, warrants and covenants that:

    • 5.6.1 It has the requisite corporate power and authority to enter into this Agreement and to carry out the transactions contemplated by this Agreement; and

    • 5.6.2 The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated by this Agreement have been duly authorized by the requisite corporate action on its part.



6. Term and Termination

  • 6.1 This Agreement will commence on the Effective Date and continue in full force and effect for thirty (30) calendar days, unless extended in accordance with Section 6.2 or earlier terminated as set forth herein.
  • 6.2 This Agreement shall automatically renew for an additional term of thirty (30) days, each following the expiration of the original Agreement term. Client shall notify LCDSWAP (SHIPHYPE) of its election to terminate the Agreement term not less than one (1) day prior to the expiration of the original Agreement term or renewal term, as applicable.
  • 6.3 Client and LCDSWAP (SHIPHYPE) shall each have the right to terminate this Agreement in whole or in part, without cause, upon one (1) day prior written notice to the opposite party.
  • 6.4 The occurrence of any of the following shall constitute an “Event of Default” under this Agreement:

    • 6.4.1 Client defaults in any of its obligations under Section 7 concerning Confidential Information; or
    • 6.4.2 Client becomes the subject of a voluntary petition in bankruptcy or any voluntary proceeding relating to insolvency, receivership, liquidation, or assignment for the benefit of creditors; or
    • 6.4.3 Client becomes the subject of an involuntary petition in bankruptcy or any involuntary proceeding relating to insolvency, receivership, liquidation, or assignment for the benefit of creditors, if such petition or proceeding is not dismissed within sixty (60) days of filing; or
    • 6.4.4 Any judgment, writ, warrant of attachment or execution, or similar process is issued or levied against any property of Client and is not released, vacated or fully bonded within thirty (30) days after its issue or levy; or
    • 6.4.5 Any representation or warranty made by Client in this Agreement, or any other document executed in connection herewith proves to have been incorrect in any material respect when made.
  • 6.5 Notwithstanding anything stated above, an occurrence of an Event of Default described in Section 6.4.3, Section 6.4.46.4.2 or Section 6.4.3 shall effect an immediate termination of this Agreement without any notice requirement.
  • 6.6 If Client fails to make payment for any reason whatsoever, LCDSWAP (SHIPHYPE) may, in their sole discretion, consolidate the inventory provided by Client and prepare it to be sold as-is. The time used to consolidate such inventory will also be invoiced to the Client on an hourly basis.
  • 6.7 Client acknowledges and agrees that Client is not permitted to dispute any transactions made with their credit card provider, including without limitation, issuing a charge back request for such transactions.
  • 6.8 Upon the occurrence of any other Event of Default, LCDSWAP (SHIPHYPE) may terminate this Agreement by written notice to Client stating the effective date of termination (which may be immediate) and, if the Agreement is not terminated in whole, the extent of termination.
  • 6.9 Upon the occurrence of an Event of Default, LCDSWAP (SHIPHYPE) may exercise any and all rights and pursue any and all remedies LCDSWAP (SHIPHYPE) may have by contract, at law or in equity in any jurisdiction where enforcement of this Agreement is sought.
  • 6.10 Upon termination of this Agreement, LCDSWAP (SHIPHYPE) shall discontinue Services on the effective date of termination. Upon termination, LCDSWAP (SHIPHYPE) shall be paid any and all amounts due for Services completed prior to the date of termination, including the costs and work associated with terminating the Agreement, including without limitation, the return of Client’s products or merchandise. Payment of such amount shall be made in accordance with the standard invoicing and payment procedures set forth in this Agreement. In addition, Client shall reimburse those expenses of LCDSWAP (SHIPHYPE) INC. which were incurred prior to the effective date of termination or as a result of such termination.
  • 6.11 Upon termination of this Agreement, if Client has any outstanding invoices with LCDSWAP (SHIPHYPE), Client shall ensure that such invoices are paid in full within seven (7) calendar days of termination. Failing which, LCDSWAP (SHIPHYPE) may, in LCDSWAP (SHIPHYPE)’s sole discretion, sell or dispose of any products, equipment, merchandise, etc. (“Client’s Property”), which are still in LCDSWAP (SHIPHYPE)’s possession, in order to recover LCDSWAP (SHIPHYPE)’s loss of revenue, which may be done without any prior notice to Client. LCDSWAP (SHIPHYPE) may pursue Client for any remainder which is owed and does not waive any rights by doing so.
  • 6.12 Upon termination of this Agreement, Client shall arrange to recover all of Client’s Property within seven (7) calendar days of termination, at Client’s sole expense. Failing which, LCDSWAP (SHIPHYPE) may, in LCDSWAP (SHIPHYPE)’s sole discretion, sell or dispose of Client’s Property, which may be done without any prior notice to Client. Client agrees to hold LCDSWAP (SHIPHYPE) harmless for any disposal of Client’s Property and acknowledges and agrees that it is Client’s duty to ensure that all invoices are paid, and Client’s Property is recovered in a timely manner.
  • 6.13 Notwithstanding any of the foregoing and for the sake of simplicity, LCDSWAP (SHIPHYPE) has the full discretion and right in LCDSWAP (SHIPHYPE)’s sole discretion to refuse to release Client’s Property, and to dispose of such Client’s Property in the manner that LCDSWAP (SHIPHYPE) sees fit in LCDSWAP (SHIPHYPE)’s sole discretion, if Client has any outstanding invoices or if LCDSWAP (SHIPHYPE) reasonably anticipates a breach of this Agreement.
  • 6.14 Further, upon termination of this Agreement, if full payment of all outstanding invoices has been made, Client shall ensure that Client’s Property is recovered within seven (7) calendar days of termination of this Agreement, failing which, LCDSWAP (SHIPHYPE) may dispose of Client’s Property in the manner that LCDSWAP (SHIPHYPE) sees fit in LCDSWAP (SHIPHYPE)’s sole discretion.
  • 6.15 If Client fails to make payments for a period greater than thirty (30) days, LCDSWAP (SHIPHYPE) may, in LCDSWAP (SHIPHYPE)’s sole discretion, terminate the Agreement, suspend all Services, and reclassify Client’s account as abandoned (“Abandoned Account”). Further, any Client account which remains unpaid for more than sixty (60) days shall automatically be deemed to be an Abandoned Account. If Client’s account becomes an Abandoned Account, Client shall forfeit all rights to ownership of Client’s Property and any balances, deposits, etc., held by LCDSWAP (SHIPHYPE) for Client, and Client shall solely assume all liability thereafter for Client’s Property. Client shall have no rights to the liquidation process or proceeds received by LCDSWAP (SHIPHYPE) in accordance with this section, and Client shall remain liable for any amounts due above those recovered by the sale of Client’s Property by LCDSWAP (SHIPHYPE).
  • 6.16 Notwithstanding any of the foregoing, Client agrees to hold LCDSWAP (SHIPHYPE) harmless for any disposal of Client’s Property in accordance with any of the above sections.

7. Confidentiality

  • 7.1 Client agrees and undertakes to keep this Agreement, and all other Exhibits and information associated with this Agreement, including without limitation, information pertaining to pricing and special pricing (“Confidential Information”), strictly confidential and shall not disclose any part of this Agreement to any party, except for the purposes of seeking legal advice.
  • 7.2 Client acknowledges that the Confidential Information is important, material and confidential to LCDSWAP (SHIPHYPE). Therefore, Client agrees that the remedy at law for any breach of this Agreement would be inadequate and that, in addition to any other remedies available, LCDSWAP (SHIPHYPE) shall be entitled to temporary and permanent injunctive relief, without the necessity of proving actual damages or the need to post a bond. Such injunctive relief will not affect LCDSWAP (SHIPHYPE)’s right to seek monetary damages or any other remedies which may be available. The provisions of this Section 7 will survive the expiration or earlier termination of this Agreement.
  • 7.3 Client hereby grants LCDSWAP (SHIPHYPE) the non-exclusive right and license to (i) copy, use, modify, distribute, display and disclose Client’s information collected or stored by or on behalf of LCDSWAP (SHIPHYPE) in connection with the Services (“Client’s Data”), as is deemed necessary in LCDSWAP (SHIPHYPE)’s sole discretion, for the purposes of providing the Services, (ii) to copy, modify, and use Client’s Data in connection with internal operations and functions, including without limitation, operational analytics and reporting, financial reporting and analysis, audit functions and archival purposes and (iii) copy, use, modify, distribute, display and disclose Client’s Data on an aggregate and anonymous basis for marketing purposes.
  • 7.4 Client hereby further grants LCDSWAP (SHIPHYPE) the non-exclusive right and license to utilize Client’s proprietary property, including without limitation, Client’s logo’s, trademarks, reviews, pictures, etc., on LCDSWAP (SHIPHYPE)’s website and other promotional and non-promotional materials, for any reason whatsoever.

8. Records, Right to Inspect, Electronic Discovery
During the term of this Agreement and for two (2) years thereafter, Client shall retain all data, books and records (in whatever form they may be kept, whether written, electronic or other) relating or pertaining to this Agreement (collectively “Records”). The Records shall be maintained in accordance with recognized accounting practices and in such a manner that they may be readily audited. The Records shall be available for direct inspection and copying by LCDSWAP (SHIPHYPE), or its designated representatives, during normal business hours upon LCDSWAP (SHIPHYPE)’s request while this Agreement remains in force and for two (2) years after its expiration or termination. LCDSWAP (SHIPHYPE) or its designated representatives may use general audit software and other reporting tools against data files or databases. Client shall cooperate with LCDSWAP (SHIPHYPE), or its designated representatives, in the conduct of such inspection. In the event LCDSWAP (SHIPHYPE) requires information in electronic format from Client in connection with a discovery process, lawful search warrant, court order, subpoena, or other valid legal, regulatory, or administrative process, Client agrees to take reasonable and immediate steps to meet LCDSWAP (SHIPHYPE)’s requirements at Client’s expense.

9. Work Product and Ownership Rights
Client hereby grants to LCDSWAP (SHIPHYPE) a limited, revocable, non-exclusive license to use the trademarks, logos, or artwork owned or licensed to the Client hereto (collectively referred to as the "Licensed Marks"), solely for the purpose of displaying such Licensed Marks on packaging, invoices, customer service correspondence, LCDSWAP (SHIPHYPE)’s social media accounts, websites, and for any marketing or promotional purposes of LCDSWAP (SHIPHYPE)’s services, at LCDSWAP (SHIPHYPE)’s sole discretion. Other than as contemplated by this Agreement, LCDSWAP (SHIPHYPE) shall not make any other use of the Licensed Marks or any related marks or intellectual property of Client.

10. Indemnification
Client shall indemnify, defend and hold LCDSWAP (SHIPHYPE), its officers, directors, employees, parent, subsidiaries and affiliates, harmless from and against any and all claims, demands, causes of action, suits, proceedings, damages, judgments, fines, penalties, losses, liabilities, costs and expenses, including legal fees and in-house counsel fees, related to, in connection with, arising from or alleged to arise from, directly or indirectly, any act or omission of Client, its employees, independent contractors, subcontractors, agents or representatives, in providing Services hereunder, including, but not limited to, claims for personal injury, death or property damage, business or employee claims, or claims alleging that any Materials, Created Works or Services supplied by Client hereunder infringe the Intellectual Property Rights of any third party. The provisions of this paragraph will survive the expiration or earlier termination of this Agreement.

11. Insurance

  • 11.1 Client maintains the sole discretion to obtain and carry full insurance coverage for all activities reasonably connected with this Agreement. LCDSWAP (SHIPHYPE) shall not be liable for any damage whatsoever or howsoever caused to Client’s Property, including without limitation, due to Client’s failure to obtain or carry insurance, or due to LCDSWAP (SHIPHYPE)’s actions, omissions, or negligence.
  • 11.2 Nothing herein will limit or prohibit LCDSWAP (SHIPHYPE) from obtaining insurance for its own account and solely for LCDSWAP (SHIPHYPE)’s benefit, and any proceeds payable thereunder will be payable as provided in the underlying policy.
  • 11.3 LCDSWAP (SHIPHYPE) may request Client to furnish a certificate of insurance providing details and confirmation of commercial insurance coverage at any time, at LCDSWAP (SHIPHYPE)’s sole discretion. Client’s obligations throughout this section and this Agreement remain, regardless whether LCDSWAP (SHIPHYPE) makes this request or not.
  • 11.4 Client shall utilize their commercial insurance coverage for any losses, damages or otherwise sustained exceeding $200.00, and in accordance with LCDSWAP (SHIPHYPE)’s terms and conditions, policies, and procedures, inter alia, amended from time to time. Any and all payments made by LCDSWAP (SHIPHYPE) regarding a loss or damage claim shall not exceed $1,000.00 CAD within any given month, or the amount paid on the Client’s most recent invoice, whichever is lesser.

12. Independence of SHIPHYPE.
LCDSWAP (SHIPHYPE) is an independent contractor and neither LCDSWAP (SHIPHYPE), nor any of its employees, independent contractors, subcontractors, or agents will be deemed to be an employee, agent, joint venturer, principal, or partner of Client. Neither LCDSWAP (SHIPHYPE) nor any employees or agents of LCDSWAP (SHIPHYPE) are employees or agents of Client. Client and LCDSWAP (SHIPHYPE) both acknowledge and agree that Client and LCDSWAP (SHIPHYPE) do not have authority to act for or bind either party.

13. Limitation of Liability.
Notwithstanding anything to the contrary, LCDSWAP (SHIPHYPE) shall not be liable to Client for special, incidental, indirect, punitive, exemplary, or consequential damages, or for lost profits or lost revenue. Any claims against LCDSWAP (SHIPHYPE) shall hereby be limited to the maximum of the monetary amount paid to LCDSWAP (SHIPHYPE) in accordance with this Agreement for the Services provided, or the maximum of the actual damages pertaining to the alleged loss suffered, whichever is lesser. Further, LCDSWAP (SHIPHYPE) shall not be liable for omissions, errors, damages, etc., which are caused due to any sort of software malfunction, telecommunications disruptions, or similar circumstances outside of LCDSWAP (SHIPHYPE)’s control.

14. Compliance with Laws

  • 14.1 Client shall comply and shall ensure that all independent contractors, subcontractors, or agents comply with all applicable laws of countries and regions in which they operate including, but not limited to, environmental, labour, child labour abuse, forced labour, working environment, anti-trust, unfair competition, consumer protection, and privacy laws and regulations. Client shall further ensure that all of Client’s Property complies with all applicable laws of countries and regions in which they operate.
  • 14.2 Client shall indemnify, defend, and hold LCDSWAP (SHIPHYPE) harmless against any claim, damage or loss arising from, or in connection with, Client’s breach of this Section 14.
  • 14.3 Without incurring any liability to Client, LCDSWAP (SHIPHYPE) may terminate this Agreement immediately upon written notice to Client, if LCDSWAP (SHIPHYPE) determines that Client’s breach of any of this Section 14 significantly undermines the brand image or goodwill of LCDSWAP (SHIPHYPE).
  • 14.4 Remedies available to Client as mentioned in this Section 14 shall be cumulative and in addition to any other or further remedies implied or available at law, in equity or under this Agreement.

15. Location of Warehouse and Client’s Property

  • 15.1 Client’s Property will be stored at a warehouse chosen at LCDSWAP (SHIPHYPE)’s sole discretion (“Warehouse”).
  • 15.2 Under no circumstances shall Client be permitted to attend at the Warehouse. The location of the Warehouse is subject to change at LCDSWAP (SHIPHYPE)’s sole discretion, without any notice to Client. As Client’s Property may be commingled with the products of other clients, Client may not access Client’s Property while it is in the Warehouse or during transport.
  • 15.3 It is the Client’s sole responsibility to ensure that Client’s Property is received by LCDSWAP (SHIPHYPE).
  • 15.4 Client acknowledges and agrees that each Stock Keeping Unit (“SKU”) will require its own storage space in the Warehouse and Client shall be invoiced accordingly for such SKU’s and space used. LCDSWAP (SHIPHYPE) shall determine, in their sole discretion, the type of storage spot assigned to each SKU.
  • 15.5 Client further acknowledges and agrees that all pallets provided shall not exceed a height of 55". Any pallets which exceed 55” in height will have an additional fee applied. Client is required to request a quote for such fees directly from LCDSWAP (SHIPHYPE) prior to providing a pallet that exceeds the limit described herein, otherwise Client is not permitted to dispute the fee charged.
  • 15.6 Client hereby acknowledges that LCDSWAP (SHIPHYPE) is not involved with the transport, shipping, or handling or any of Client’s Property and is not responsible for any damages which Client’s Property may incur during such transport.
  • 15.7 LCDSWAP (SHIPHYPE) may refuse to accept shipments in LCDSWAP (SHIPHYPE)’s sole discretion, with the reason to be provided to the Client.
  • 15.8 Client acknowledges and agrees that Client is solely responsible for the accuracy of any information provided to LCDSWAP (SHIPHYPE), and that LCDSWAP (SHIPHYPE) shall not be held liable for, without limitation, any delay, mistake, omission, loss, damage, costs, etc., associated with the provision of any inaccurate information, and that it is not LCDSWAP (SHIPHYPE)’s responsibility to ensure or determine the accuracy of any information provided by Client to LCDSWAP (SHIPHYPE). Further, LCDSWAP (SHIPHYPE) shall not be liable to Client for any damages of any kind, including without limitation, loss of income incurred by Client for any reason whatsoever, including without limitation, for any delays, errors, or mistakes caused either directly or indirectly by LCDSWAP (SHIPHYPE).
  • 15.9 Client shall ensure that sufficient amount, quality, etc., of Client’s Property, are provided to LCDSWAP (SHIPHYPE), and that timely requests are made to LCDSWAP (SHIPHYPE), to ensure that LCDSWAP (SHIPHYPE) is able to meet its obligations under this Agreement, and that LCDSWAP (SHIPHYPE) is not liable to Client for any of Client’s failures to do so.
  • 15.10 The transport and return of any of Client’s Property shall be at Client’s sole expense and shall be paid in advance of such transport.
  • 15.11 LCDSWAP (SHIPHYPE) is not responsible for the damage, storage conditions, or preservation of any of Client’s Property, including without limitation, any perishable goods, or damage caused or alleged to be caused during the provision of any of the Services by LCDSWAP (SHIPHYPE), or during transit to or from LCDSWAP (SHIPHYPE). In the event that any of the Client’s Property is damaged or stolen in any way whatsoever, including without limitation, as a result of fire, flood, wildlife, an Act of God, natural disaster etc., Client is responsible for pursuing recovery via insurance, and holds LCDSWAP (SHIPHYPE) harmless, while releasing LCDSWAP (SHIPHYPE) of any liability which may or may not exist.
  • 15.12 LCDSWAP (SHIPHYPE) is not the importer of record for Client’s Property stored at the Warehouse, LCDSWAP (SHIPHYPE) shall not be held liable for complying with Client’s instructions to LCDSWAP (SHIPHYPE). Client acknowledges and agrees that LCDSWAP (SHIPHYPE) does not inspect Client’s Property and does not assume any responsibility whatsoever for the business decisions Client makes or implements through LCDSWAP (SHIPHYPE)’s provision of the Services.
  • 15.13 LCDSWAP (SHIPHYPE) may, in its sole discretion, require Client to remove unsuitable or unsellable Client’s Property from its Warehouse or distribution centers. LCDSWAP (SHIPHYPE) will notify Client if any of Client’s Property requires removal. Applicable fees and expenses for the removal of Client’s Property may be assessed at LCDSWAP (SHIPHYPE)’s sole discretion. If Client fails to remove Client’s Property within thirty (30) days of receiving such notice, LCDSWAP (SHIPHYPE) may dispose of such Client’s Property listed in the notice, and Client agrees that Client shall not be entitled to any damages or reimbursement of the value or loss of profit associated with the disposal of Client’s Property in accordance with this section.

16. Acknowledgements
  • 16.1 Client understands that the operation of the Services may be unencrypted and involve (i) transmissions over various networks; (ii) changes to conform and adapt to technical requirements of connecting networks or devices and (iii) transmission to SHIPHYPE’s third party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to operate and maintain the Services. Accordingly, Client acknowledges and agrees that Client will bear the sole responsibility for ensuring adequate security, protection and backup of Client’s content, data, information, or protected works (“Content”). SHIPHYPE shall have no liability to Client for any unauthorized access or use of any of Client’s Content, including without limitation, for any corruption, deletion, destruction, or loss of any of Client’s Content, and Client shall indemnify and hold SHIPHYPE harmless for any claims, damages or liability associated or related in any way whatsoever to Client’s Content.

  • 16.2 Client acknowledges and agrees that it is Client’s sole responsibility to protect themselves from fraud, and that Client shall be liable for all fees and expenses due to SHIPHYPE for the Services provided as per this Agreement, regardless of whether the request for Services is determined to be fraudulent, or if the Client’s Property is not delivered correctly or at all.

  • 16.3 Client acknowledges and agrees that international shipments which are not delivered are often returned by the shipping carrier and, without limitation, assessed return shipping, brokerage, and returns processing carrier fees, inter alia. These fees assessed by the shipping carrier are billed through to merchants, often without notice. SHIPHYPE endeavors to work with Client to circumvent or reduce international returns or abandoned inventory at Client’s request, however, this is done on a reasonable efforts’ basis and SHIPHYPE reserves the right to charge Client to recuperate SHIPHYPE’s original shipping costs, including without limitation, all costs, and expenses due for the return of Client’s Property. If a tariff is not available, SHIPHYPE will, in its sole discretion, either put orders on hold until tariff information is available or override the order with no liability to SHIPHYPE.

17. Miscellaneous

  • 17.1 Notices. All notices and correspondence pertaining to this Agreement will be delivered by e-mail, and be addressed as follows:
    If to LCDSWAP (SHIPHYPE):
    E-mail: [email protected]

    If to Client:
    E-mail: _________________

    Notice will be effective only upon receipt by the party twenty-four (24) hours after being served. Each party is responsible for informing the other of any changes in his/her or its address by sending proper notice.
  • 17.2 Entire Agreement/Amendment. This Agreement, together with its attached Exhibits constitutes the entire agreement between the parties with respect to the subject matter hereof, and supersedes any and all prior expressions, whether written or oral. In the event of an inconsistency between the terms of the main body of this Agreement and any Exhibit, the terms of the main body of this Agreement control. Client acknowledges that it is not entering into this Agreement on the basis of any representations which are not expressly stated herein. LCDSWAP (SHIPHYPE) may, in its sole discretion, amend this Agreement unilaterally at any point. Notice of such amendments shall be provided to Client three (3) days prior to coming into effect.
  • 17.3 Policies and Procedures. Client and LCDSWAP (SHIPHYPE) shall be governed by this Agreement and by the policies and practices established by LCDSWAP (SHIPHYPE). In the event that the terms of this Agreement differ from or are in conflict with LCDSWAP (SHIPHYPE)’s policies or practices, this Agreement shall control. Electronic links to LCDSWAP (SHIPHYPE)’s policies and procedures are included in Exhibit ‘B’ to this Agreement. All policies, procedures, and documentation contained within Exhibit ‘B’ to this Agreement and are subject to change at any time at LCDSWAP (SHIPHYPE)’s sole discretion without any notice to Client.
  • 17.4 Waiver. Upon a party's breach or default hereunder, the other party's failure, whether single or repeated, to exercise a right hereunder will not be deemed to be a waiver of that right as to any future breach or default.
  • 17.5 Severability. If any of the provisions of this Agreement are held by a court of competent jurisdiction to be unenforceable or invalid, then such provisions will be ineffective to the extent of the court's ruling. All remaining portions of the Agreement will remain in full force and effect.
  • 17.6 Governing Law/Forum. The validity, interpretation and construction of this Agreement, and all other matters related to this Agreement, will be governed and interpreted by the laws of the Province of Ontario and the laws of Canada applicable therein. Any litigation pertaining to the interpretation or enforcement of this Agreement will be filed in and heard by the court with jurisdiction to hear such disputes in the Regional Municipality of Peel, Province of Ontario, and Client hereby submits to the jurisdiction of such courts.
  • 17.7 Force Majeure. Neither party shall be liable for any failure of or delay in the performance of this Agreement for the period that such failure or delay is due to acts of God, public enemy, war, strikes or labour disputes, or any other cause beyond the party's reasonable control (each a "Force Majeure"), it being understood that lack of financial resources shall not to be deemed a cause beyond a party's control. Each party shall notify the other party promptly of the occurrence of any Force Majeure and carry out this Agreement as promptly as practicable after such Force Majeure is terminated. The existence of any Force Majeure shall not extend the term of this Agreement.
  • 17.8 Interpretation. Each party acknowledges it has participated in the negotiation and preparation of this Agreement and has reviewed this Agreement and had the opportunity to consult with its counsel and accountants with respect to its terms. Therefore, each Party agrees that the rule of construction to the effect that any ambiguities in a document shall be interpreted against the drafting party, will not be utilized in the interpretation, construction, or enforcement of this Agreement, and no consideration shall be given to the issue of which party hereto actually prepared, drafted or requested any term or condition of this Agreement or other instrument subject hereto.
  • 17.9 Legal Fees. Should either party institute or participate in a legal or equitable proceeding against the other to enforce or interpret this Agreement, the non-prevailing party shall pay the prevailing party's costs, expert and professional fees, legal fees, including in-house counsel expenses, and all other costs incurred by the prevailing party in preparation for the proceeding.
  • 17.10 Time. Time is of the essence in the performance of this Agreement.
  • 17.11 Paragraph Headings and Interpretation. The paragraph headings contained herein are for reference only and will not be considered substantive parts of this Agreement. The use of the singular or plural will include the other form.
  • 17.12 Third Party Beneficiaries. No provision of this Agreement will inure to the benefit of any third parties so as to constitute any such person a third-party beneficiary of this Agreement.
  • 17.13 Counterparts. This Agreement may be executed in two or more counterparts, and manually executed counterparts may be delivered by e-mail or other functionally equivalent electronic means of transmission, each of which (whether originally executed or such a faxed or scanned electronic document) shall be deemed an original, and all of which together shall constitute one and the same instrument. In making proof of this Agreement, it shall not be necessary to produce or account for more than one counterpart hereof signed by each of the Parties.
  • 17.14 Survival. Any terms of this Agreement which by their nature extend beyond its termination, cancellation or expiration remain in effect until fulfilled and apply to respective successors and permitted assignees.


EXHIBIT A
Services, Invoices, and Billing


  1. Description of Services:

    • As described in Section 1 of the Agreement, the Services shall include the following:

      • Services: Services shall include, without limitation, receiving, storage, fulfillment, freight, and other related services as determined by LCDSWAP (SHIPHYPE) in their sole discretion, and subject to change without prior notice to Client
    • Client shall process and submit all requests for specific Services through LCDSWAP (SHIPHYPE)’s platform, subject to change from time to time, or in accordance with Section 17.1 (Notices) of the Agreement.
    • All inbound shipments must be received and inventoried by LCDSWAP (SHIPHYPE) before Client’s Property may be shipped.

  2. Fees, Deposit, Interest and Expenses

    • The fees associated with this Agreement which are due and payable by Client are listed on the following website and are subject to change at LCDSWAP (SHIPHYPE)’s sole discretion upon sixty (60) days’ prior notice to Client: https://shiphype.com/complete-price-list/
    • Client shall provide LCDSWAP (SHIPHYPE) with a deposit for the Services outlined in this Agreement as follows:
    • A $1,000.00 USD or $1,259.00 CAD deposit shall be provided by Client to LCDSWAP (SHIPHYPE), which LCDSWAP (SHIPHYPE) will use towards Client’s invoice, at LCDSWAP (SHIPHYPE)’s sole discretion.
    • Client irrevocably agrees that if the deposit described in this section is not used within two (2) years of being provided to LCDSWAP (SHIPHYPE), then such deposit shall be released to LCDSWAP (SHIPHYPE) and deemed non-refundable.
    • Further to 2(a) above, a recurring, monthly fee of $199.00 USD or $259.00 CAD shall be added to Client’s invoice every month.
    • Client shall ensure that all invoices are paid within five (5) days of receipt.
    • Further, all storage and software related fees are due and payable at the beginning of each month. Client shall be invoiced on the 1st week of each month for such services.
    • All non-bank payments, including without limitation, credit card and PayPal transactions ("Non-Bank Transactions") shall incur a four percent (4%) convenience fee per transaction.
    • All payments must be made in CAD or USD. Any payments made with USD will be converted at a rate determined by LCDSWAP (SHIPHYPE) in LCDSWAP (SHIPHYPE)’s sole discretion, which Client shall request from LCDSWAP (SHIPHYPE) prior to making payment, and may also incur a foreign transaction fee at LCDSWAP (SHIPHYPE)’s sole discretion.
    • Any payments above $5,000.00 shall not be made via Non-Bank Transactions.

  3. Credit Card Pre-Authorization:
    • Client shall provide LCDSWAP (SHIPHYPE) with a pre-authorized debit or pre-authorized credit card for all payments due upon signing the Agreement ("Pre-authorized Cards"). The Pre-authorized Cards shall only be used for payment seven (7) days after an invoice is submitted to the Client by LCDSWAP (SHIPHYPE).

  4. Invoice Disputes:

    • Client may only dispute invoices within fourteen (14) days of receipt of such invoice. Invoices older than fourteen (14) days shall be deemed to be accepted and accurate, and no longer eligible for dispute.
    • Client shall provide payment for any disputed invoices along with Client’s notice of invoice dispute.
    • Client shall provide all notices of a disputed invoice to LCDSWAP (SHIPHYPE)’s Billing Department.
    • If an invoice dispute is resolved in Client’s favor, LCDSWAP (SHIPHYPE) shall credit the applicable amount to Client’s account to be used only for further services and shall not be redeemable for cash.



EXHIBIT B
Policies and Procedures


  1. LCDSWAP (SHIPHYPE)’s Insurance Policy can be found at the following link:

    • https://infograph.venngage.com/pl/DAptZpxrCTk
    • If the above link fails to work for any reason, Client should make all reasonable efforts to access Client’s ‘client portal’ for LCDSWAP (SHIPHYPE)’s Insurance Policy prior to contacting LCDSWAP (SHIPHYPE) for such policy.

  2. LCDSWAP (SHIPHYPE)’s User Terms and Conditions can be found at the following link:

    • https://infograph.venngage.com/pl/DAptZpxrCTk
    • If the above link fails to work for any reason, Client should make all reasonable efforts to access Client’s ‘client portal’ for LCDSWAP (SHIPHYPE)’s User Terms and Conditions prior to contacting LCDSWAP (SHIPHYPE) for such policy.

  3. LCDSWAP (SHIPHYPE)’s “Expectations PDF” can be found at the following link:

    • https://infograph.venngage.com/pl/DAptZpxrCTk
    • If the above link fails to work for any reason, Client should make all reasonable efforts to access Client’s ‘client portal’ for LCDSWAP (SHIPHYPE)’s Expectations PDF prior to contacting LCDSWAP (SHIPHYPE) for such policy.


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