Will these Terms ever change?
We are constantly trying to improve our Services, so these Terms may need to change along with the Services. We reserve the right to change the Terms at any time, but if we do, we will bring it to your attention by placing a notice on the FlavorCloud website, by sending you an email, and/or by some other means.
If you don’t agree with the new Terms, you are free to reject them; unfortunately, that means you will no longer be able to use the Services. If you use the Services in any way after a change to the Terms is effective, that means you agree to all of the changes.
What about my privacy?
What are the basics of using FlavorCloud Services?
FlavorCloud’s Services allow you to find, buy and manage international shipping and customs services for shipping B2C goods across international borders. FlavorCloud serves as an intermediary between you and your selected carrier (“Carrier”). FlavorCloud does not physically transport or deliver shipments.
You will provide true, accurate, current, and complete information about yourself and/or your organization as applicable when providing your account details, not open up more than one account at the same time, and not open up an account under a different name than you have in the past;
If you’re agreeing to these Terms on behalf of an organization or entity, you represent and warrant that you are authorized to agree to these Terms on that organization or entity’s behalf and bind them to these Terms (in which case, the references to “you” and “your” in these Terms, except for in this sentence, refer to that organization or entity).
You will only use the Services in compliance with these Terms, and only in a manner that complies with all laws that apply to you. You will ensure that the information you supply to us in purchasing carrier services is complete and accurate. If your use of the Services is prohibited by applicable laws, then you aren’t authorized to use the Services. We can’t and won’t be responsible for your using the Services in a way that breaks the law.
You will maintain the security of any password and/or API key that is provided to you and not reveal it to anyone else. You will be responsible for all activities that occur on your account and notify us immediately of any unauthorized use or other security breach of which you become aware.
Your use of the Services is subject to the following additional restrictions:
You represent, warrant, and agree that you will not use the Services, including without limitation contributing any Content or User Submission (each of those terms is defined below), or otherwise use the Services (or any Carrier or service providers) or interact with the Services in a manner that:
(a) Infringes or violates the intellectual property rights or any other rights of anyone else (including FlavorCloud or any of it’s service providers and carriers);
(b) Constitutes a breach of, or otherwise conflicts with, any Carrier terms, rules, or policies, or your agreements with any Carriers;
(c) Violates any law or regulation, including any applicable export control laws;
(d) Is harmful, fraudulent, deceptive, threatening, harassing, defamatory, obscene, or otherwise objectionable;
(e) Jeopardizes the security of your FlavorCloud account or anyone else’s (such as allowing someone else to log in to the Services as you);
(f) Attempts, in any manner, to obtain the password, account, or other security information from any other user;
(g) Violates the security of any computer network, or cracks any passwords or security encryption codes;
(h) Runs Maillist, Listserv, any form of auto-responder or “spam” on the Services, or any processes that run or are activated while you are not logged into the Services, or that otherwise interfere with the proper working of the Services (including by placing an unreasonable load on the Services’ infrastructure);
(i) “Crawls,” “scrapes,” or “spiders” any page, data, or portion of or relating to the Services or Content (through use of manual or automated means);
(j) Copies or stores any significant portion of the Content;
(k) Decompiles, reverse engineers, or otherwise attempts to obtain the source code or underlying ideas or information of or relating to the Services.
A violation of any of the foregoing is grounds for termination of your right to use or access the Services.
What are my rights in FlavorCloud?
The materials displayed or performed or available on or through the Services, including, but not limited to, text, graphics, data, articles, photos, images, illustrations, User Submissions, and so forth (all of the foregoing, the “Content”) are protected by copyright and/or other intellectual property laws. You promise to abide by all copyright notices, trademark rules, information, and restrictions contained in any Content you access through the Services, and you won’t use, copy, reproduce, modify, translate, publish, broadcast, transmit, distribute, perform, upload, display, license, sell or otherwise exploit for any purpose any Content not owned by you, (i) without the prior consent of the owner of that Content or (ii) in a way that violates someone else’s (including FlavorCloud’s) rights.
You understand that FlavorCloud owns the Services. You won’t modify, publish, transmit, participate in the transfer or sale of, reproduce (except as expressly provided in this Section), create derivative works based on, or otherwise exploit any of the Services.
The Services may allow you to copy or download certain Content; please remember that just because this functionality exists, it doesn’t mean that all the restrictions above don’t apply – they do!
Do I have to grant any licenses to FlavorCloud or to other users?
You hereby grant FlavorCloud a license to translate, modify (for technical purposes, for example making sure your content is viewable on an mobile devices, tablets as well as a computer) and reproduce and otherwise act with respect to such User Submissions, in each case to enable us to provide and operate the Services. You agree that the license you grant is royalty-free, perpetual, irrevocable, and worldwide. This is a license only – your ownership in User Submissions is not affected.
Finally, you understand and agree that FlavorCloud, in performing the required technical steps to provide the Services to our users (including you), may need to make changes to your User Submissions to conform and adapt those User Submissions to the technical requirements of connection networks, devices, services, or media, and the foregoing licenses include the rights to do so.
You are responsible for all Content you contribute, in any manner, to the Services, and you represent and warrant you have all rights necessary to do so, in the manner in which you contribute it. You will keep all your registration information accurate and current. You are responsible for all your activity in connection with the Services.
What do I need to know about interacting with Carriers and other third parties through FlavorCloud?
The Services may contain links or connections to Carriers, 3PL (3rd Party Logistics) or other third party websites or services that are not owned or controlled by FlavorCloud. Our display on or through the Services of delivery service options offered by third parties does not in any way imply, suggest, or constitute any sponsorship or approval of us by any such Carrier or any affiliation between any such Carrier and us. Our display of specific options does not suggest a recommendation by us of the Carrier or its delivery options. You agree that we are in no way responsible for the accuracy, timeliness or completeness of information it may obtain from these Carriers. Your interaction with any Carrier or other third party found on or through our Services, including payment and delivery of goods or services, and any other terms, conditions, warranties or representations associated with such dealings, is solely at your own risk. You agree that FlavorCloud will have no liability with respect to the acts, omissions, errors, representations, warranties, breaches or negligence of any Carrier or other third party or for any personal injuries, death, property damage, or other damages or expenses resulting in any manner from your interactions with any Carrier.
You agree to abide by the terms or conditions of purchase imposed by any Carrier with whom you elect to deal. The circumvention of a Carrier’s rules is prohibited. The use of prohibited practices may result in the termination of your account on the Services, the Carrier taking actions including the cancellation of a service order, denied delivery, additional charges to your credit card or payment instrument, additional charges collected at the delivery or collection, or future invoicing.
Any information or content publicly posted or privately transmitted through the Services is the sole responsibility of the person from whom such content originated, and you access all such information and content at your own risk, and we aren’t liable for any errors or omissions in that information or content or for any damages or loss you might suffer in connection with it. We cannot control and have no duty to take any action regarding how you may interpret and use the Content or what actions you may take as a result of having been exposed to the Content, and you hereby release us from all liability for you having acquired or not acquired Content through the Services. We can’t guarantee the identity of any users with whom you interact in using the Services and are not responsible for which users gain access to the Services.
If there is a dispute between participants on this site, or between users and carriers or any other third party, you agree that FlavorCloud is under no obligation to become involved. In the event that you have a dispute with one or more other users, you release FlavorCloud, its officers, employees, agents, and successors from claims, demands, and damages of every kind or nature, known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way related to such disputes and/or our Services. If you are a California resident, you shall and hereby do waive California Civil Code Section 1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which, if known by him or her must have materially affected his or her settlement with the debtor.”
Will FlavorCloud ever change the Services?
We’re always trying to improve the Services, so they may change over time. We may suspend or discontinue any part of the Services, or we may introduce new features or impose limits on certain features or restrict access to parts or all of the Services. We’ll try to give you notice when we make a material change to the Services that would adversely affect you, but this isn’t always practical. Similarly, we reserve the right to remove any Content from the Services at any time, for any reason, in our sole discretion, and without notice.
How do I pay for FlavorCloud’s Services?
You agree to pay all fees associated with the Service. FlavorCloud’s pricing is determined when you choose services and may be updated from time to time. You may be subject to alternate pricing as set forth on a separate services agreement or in some other written form accepted by FlavorCloud. FlavorCloud reserves the right to revise your pricing at any time by providing written notice to you. FlavorCloud will send you an invoice detailing your orders and the applicable charges at the end of each week in which you place an order. You authorize FlavorCloud to charge the full invoice amount for each order to the payment method you provide in your account information. For users with large volume, you authorize FlavorCloud to charge the payment method at the end of each day. If we are unable to charge the payment method you provide, you agree to pay all amounts due on your outstanding invoice(s) upon demand.
You must provide current, complete and accurate payment and billing information for your account. You must properly update all information to keep your account current, complete, and accurate (for example you must notify us of a change in billing address, credit card number, or credit card expiration date, Paypal account email or bank account number). Changes to such information may be made at http://FlavorCloud.com. Failure to keep such payment method details current and accurate may result in FlavorCloud’s failure to collect duties, freight charges and transaction fees, and may result in the suspension or termination of your access to the Services.
You may request a refund of unused labels for orders through FlavorCloud, but such refunds are subject to the policies of the applicable Carrier. If a Carrier refuses to issue a refund, FlavorCloud will not be responsible for refunding any postage amounts paid to such Carrier. FlavorCloud may, at its discretion, issue a refund of any fees paid in addition to the Carrier’s postage fees. If a refund is issued, it will be provided no earlier than 7 days after the order date. Any freight, duty drawback or fee refund claims must be filed within 30 days after the label or order has been created.
FlavorCloud shall not be responsible for any local customs charges, import taxes or duties or any similar charge(s) incurred through the carriage and/or delivery of any shipments if you choose DDU option (as defined below) and for return shipments. You must satisfy yourself as to whether any of these charges will become due, and if so in what amounts, before completing an order with us. If any such charges become due as a result of a carriage and/or delivery of a shipment on your behalf and are charged to us by any competent authority you agree to reimburse us fully in respect of the same within 7 days of our demand.
How does FlavorCloud Customs Service work?
FlavorCloud provides estimated duties and taxes for DDU (delivery duties unpaid) and DDP (delivery duties paid) services. Our Services may also include FlavorCloud’s utilization of third party logistic providers (“Logistic Providers”) for distribution and fulfillment services.
When you choose to ship using DDP is a service whereby FlavorCloud, subject to the terms set forth herein, will be responsible for paying the actual duty and taxes that the Logistics Provider pays to the relevant customs and duty authorities when importing your commodities into the country of destination.
FlavorCloud will facilitate the placing of your shipment with the Logistics Provider through the Website or via API, and FlavorCloud is not a third party to that shipment. Your shipment with the Logistics Provider is subject to the terms and conditions of FlavorCloud’s pre-existing account with the Logistics Provider, and FlavorCloud acts as an agent with the Logistics Provider. In no event will FlavorCloud be responsible for any disputes, claims, or complaints relating to services that the Logistics Provider provides you with for the shipment of your commodities including but not limited to loss, damage, or delays.
You will be prompted to create a shipper profile before using FlavorCloud’s customs Services. FlavorCloud will then ask you for information relevant to the commodities that you would like to ship (“Commodity Information”) and you will use our online classification tools to classify the commodities (“Commodity Classification”). Using the Commodity Classification and the Commodity Information, FlavorCloud will calculate the estimated duties and taxes. You are obligated to provide FlavorCloud with complete and accurate Commodity Information and a complete and accurate Commodity Classification. When using the FlavorCloud API, you will provide the Commodity Information to FlavorCloud, and FlavorCloud will create the Commodity Classification. Based on the Commodity Classification, the Commodity Information, and the address to which you would like the Logistics Provider to ship the commodities, FlavorCloud will gather shipment options and rates from the Logistics Provider and display them to you.
Before FlavorCloud places your shipment order with the Logistics Provider, we will calculate the Estimated Duties and Taxes based on the Commodity Classification and display the fee that FlavorCloud will charge you for the DDP or DDU Service. Once you confirm that this information is correct and acceptable, you will pay FlavorCloud for the estimated duties and taxes if using DDP, transportation (freight) charges and the FlavorCloud percentage transaction fees for that order. FlavorCloud will then place your shipment with the Logistics Provider. FlavorCloud will pay the Logistics Provider for all fees associated with the cost of the shipment including Duties And Taxes (for DDP) and transportation fees through the FlavorCloud account with the Logistics Provider.
After you have paid FlavorCloud for the duties and taxes for DDP, the transportation charges and the transaction fees, FlavorCloud will create a shipment with the Logistics Provider and transmit data regarding your order. You will be able to generate shipping documents and labels through the FlavorCloud API. You must affix this shipping label to your parcel and tender the parcel along with the shipping documents to the Logistics Provider within fourteen (14) calendar days (“Time Limit”) from the date on which FlavorCloud provides them to you.
Once the Logistics Provider has shipped your commodities and cleared customs, the Logistics Provider will charge FlavorCloud for the Transportation Fees and duties and taxes (if using DDP). While FlavorCloud shall be responsible for paying the duties and taxes Invoice to the Logistics Provider subject to the Conditions as defined below, in no event will FlavorCloud be responsible for remitting the duties and taxes to the relevant customs or revenue authorities.
After receiving the duties and taxes invoice for DDP, FlavorCloud will pay the Logistics Provider the amount of the duties and taxes even if it is different from the estimated duties and taxes subject to the following conditions (“Conditions”):
(a) You have not misrepresented or misclassified the commodities in your shipment or otherwise failed to provide sufficient and accurate Commodity Information or an accurate Commodity Classification affecting the Estimated Duties & taxes, which FlavorCloud shall determine in its sole discretion.
(b) You have tendered your shipment to the Logistics Provider within the Time Limit.
(c) Additional costs have not been incurred because of your failure to get any licenses, permits, or other documents necessary to effect your shipment.
In the event FlavorCloud determines in its sole discretion that any of the Conditions have not been met, you will be responsible for paying the amount of the duties and taxes Invoice to FlavorCloud regardless of the estimated duties and taxes. FlavorCloud may also, in its sole discretion, pass on to you any actual costs that FlavorCloud may incur in connection with your failure to meet the Conditions. In the event that you exceed the Time Limit, FlavorCloud will cancel your shipment with the Logistics Provider and refund you the transportation charges, duties and taxes and the transaction fees.
What if I want to stop using FlavorCloud?
FlavorCloud is also free to terminate (or suspend access to) your use of the Services or your account, for any reason in our discretion, including your breach of these Terms. Upon deactivation of your account for any reason, you shall immediately pay to us all of your outstanding unpaid invoices. FlavorCloud has the sole right to decide whether you are in violation of any of the restrictions set forth in these Terms.
Account termination may result in destruction of any Content associated with your account, so keep that in mind before you decide to deactivate your account. We will try to provide advance notice to you prior to our terminating your account so that you are able to retrieve any important User Submissions you may have stored in your account (to the extent allowed by law and these Terms), but we may not do so if we determine it would be impractical, illegal, not in the interest of someone’s safety or security, or otherwise harmful to the rights or property of FlavorCloud.
Provisions that, by their nature, should survive termination of these Terms shall survive termination. By way of example, all of the following will survive termination: any obligation you have to pay us or indemnify us, any limitations on our liability, any terms regarding ownership or intellectual property rights, and terms regarding disputes between us.
What else do I need to know?
Warranty Disclaimer. Neither FlavorCloud nor its licensors or suppliers makes any representations or warranties concerning any content contained in or accessed through the Services, and we will not be responsible or liable for (i) the accuracy, copyright compliance, legality, or decency of material contained in or accessed through the Services, (ii) any failure or delay in purchasing labels or delivering shipments (including, without limitation, any failure or delay arising from the use of or inability to use any part of the Services), or (iii) the performance or non-performance by a Carrier or any other provider of labels or delivery services arranged through the Services. We (and our licensors and suppliers) make no representations or warranties regarding suggestions or recommendations of services or products offered or purchased through the Services. Products and services purchased or offered (whether or not following such recommendations and suggestions) through the Services are provided “AS IS” and without any warranty of any kind from FlavorCloud or others (unless, with respect to such others only, provided expressly and unambiguously in writing by a designated third party for a specific product or service). THE SERVICES AND CONTENT ARE PROVIDED BY FLAVORCLOUD (AND ITS LICENSORS AND SUPPLIERS) ON AN “AS-IS” BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR THAT USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
Limitation of Liability. TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (INCLUDING, WITHOUT LIMITATION, TORT, CONTRACT, STRICT LIABILITY, OR OTHERWISE) SHALL FLAVORCLOUD (OR ITS LICENSORS OR SUPPLIERS) BE LIABLE TO YOU OR TO ANY OTHER PERSON FOR (A) ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR LOST PROFITS, LOSS OF GOODWILL, WORK STOPPAGE, ACCURACY OF RESULTS, OR COMPUTER FAILURE OR MALFUNCTION, OR (B) ANY AMOUNT, IN THE AGGREGATE, IN EXCESS OF THE GREATER OF (I) $100 OR (II) THE AMOUNTS PAID BY YOU TO FLAVORCLOUD IN CONNECTION WITH THE SERVICES IN THE TWELVE (12) MONTH PERIOD PRECEDING THIS APPLICABLE CLAIM, (C) ANY ACTS, OMISSIONS, OR FAILURES OF A CARRIER, OR (D) ANY MATTER BEYOND OUR REASONABLE CONTROL. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO THE ABOVE LIMITATION AND EXCLUSIONS MAY NOT APPLY TO YOU.
Indemnity. To the fullest extent allowed by applicable law, You agree to indemnify and hold FlavorCloud, its affiliates, officers, agents, employees, and partners harmless from and against any and all claims, liabilities, damages (actual and consequential), losses and expenses (including attorneys’ fees) arising from or in any way related to any third party claims relating to (a) your use of the Services (including any actions taken by a third party using your account), (b) your violation of these Terms, and (c) your violation of a Carrier’s rules, policies, terms of service, or any agreement between you and a Carrier. In the event of such a claim, suit, or action (“Claim”), we will attempt to provide notice of the Claim to the contact information we have for your account (provided that failure to deliver such notice shall not eliminate or reduce your indemnification obligations hereunder).
Assignment. You may not assign, delegate or transfer these Terms or your rights or obligations hereunder, or your Services account, in any way (by operation of law or otherwise) without FlavorCloud’s prior written consent. We may transfer, assign, or delegate these Terms and our rights and obligations without consent.
Choice of Law; Arbitration. These Terms are governed by and will be construed under the laws of the State of Washington, without regard to the conflicts of laws provisions thereof. Any dispute arising from or relating to the subject matter of these Terms shall be finally settled in Seattle, King County, Washington, in English, in accordance with the Streamlined Arbitration Rules and Procedures of Judicial Arbitration and Mediation Services, Inc. (“JAMS”) then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes, who shall be selected from the appropriate list of JAMS arbitrators in accordance with such Rules. Judgment upon the award rendered by such arbitrator may be entered in any court of competent jurisdiction. Notwithstanding the foregoing obligation to arbitrate disputes, each party shall have the right to pursue injunctive or other equitable relief at any time, from any court of competent jurisdiction. For all purposes of this Agreement, the parties consent to exclusive jurisdiction and venue in the state or federal courts located in, respectively, King County, Washington. Any arbitration under these Terms will take place on an individual basis: class arbitrations and class actions are not permitted. YOU UNDERSTAND AND AGREE THAT BY ENTERING INTO THESE TERMS, YOU AND FLAVORCLOUD ARE EACH WAIVING THE RIGHT TO TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.
Miscellaneous. You will be responsible for paying, withholding, filing, and reporting all taxes, duties, and other governmental assessments associated with your activity in connection with the Services, provided that the FlavorCloud may, in its sole discretion, do any of the foregoing on your behalf or for itself as it sees fit. The failure of either you or us to exercise, in any way, any right herein shall not be deemed a waiver of any further rights hereunder. If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated, to the minimum extent necessary, so that these Terms shall otherwise remain in full force and effect and enforceable. You and FlavorCloud agree that these Terms (including any applicable order form(s) or service agreements) are the complete and exclusive statement of the mutual understanding between you and FlavorCloud, and that it supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of these Terms. You hereby acknowledge and agree that you are not an employee, agent, partner, or joint venture of FlavorCloud, and you do not have any authority of any kind to bind FlavorCloud in any respect whatsoever. You and FlavorCloud agree there are no third party beneficiaries intended under these Terms.