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First-pass draft. This document is under legal review. Some references in square brackets (e.g. [LEGAL ENTITY NAME], [STATE OF FORMATION]) will be replaced before the public launch. For questions, contact support@shiplyst.co.

Shiplyst Terms of Service

Last Updated: June 18, 2026 Effective Date: [LAUNCH DATE]

1. Acceptance of Terms

These Terms of Service ("Terms") form a binding legal contract between you and [LEGAL ENTITY NAME] ("Shiplyst", "we", "us", "our"), the operator of the Shiplyst marketplace platform consisting of the Shiplyst mobile applications (iOS and Android), the website at https://shiplyst.co, and any related services (collectively, the "Service" or the "Platform").

BY CREATING AN ACCOUNT, CLICKING "I AGREE", DOWNLOADING THE APP, OR OTHERWISE ACCESSING OR USING THE SERVICE, YOU AGREE TO BE BOUND BY THESE TERMS AND BY OUR PRIVACY POLICY, which is incorporated by reference. If you do not agree, you may not access or use the Service.

Important — please read carefully. These Terms contain (i) a mandatory binding arbitration provision and class action waiver in §22 that limits your right to sue us in court or to participate in a class action; (ii) broad disclaimers of warranties and limitations of liability in §17 and §18; and (iii) provisions designating Shiplyst as a neutral marketplace and not a carrier, employer, broker (except to the limited extent expressly stated), insurer, or guarantor of performance.

2. Definitions

In these Terms:

  • "Shipper" means a user who posts a Job to have an item or items picked up, transported, and delivered, or to have items removed for disposal.
  • "Transporter" means a user who bids on, accepts, and performs Jobs. Transporters are independent contractors, not employees, agents, partners, joint venturers, or franchisees of Shiplyst.
  • "Job" means a single request posted by a Shipper, including any associated item descriptions, locations, deadlines, and pricing.
  • "Bid" means an offer by a Transporter to perform a Job at a stated price.
  • "Buy-It-Now" means an instant-accept price set by a Shipper permitting a Transporter to lock the Job without bidding.
  • "Escrow" means the temporary hold of funds by Shiplyst's payment processor pending Job completion. As implemented today, this is a delayed-capture authorization on the Shipper's payment method and is not an escrow account in the regulatory sense.
  • "Service Fee" means the percentage of each Job collected by Shiplyst as compensation for operating the Platform.
  • "Content" means any text, photographs, videos, location data, messages, ratings, reviews, or other material a user submits to, uploads to, or transmits through the Platform.
  • "Eligible Region" means the United States. The Service is offered solely for use within the United States.

3. Eligibility

To use the Service you must:

  • Be at least eighteen (18) years of age and able to form a binding contract under applicable law.
  • Be a resident of the United States with a valid U.S. mailing address.
  • Provide accurate, current, and complete registration information, including a verifiable phone number and email address.
  • Not be barred from receiving services under the laws of the United States or any other applicable jurisdiction.
  • Not be on any U.S. government list of prohibited or restricted parties (including OFAC SDN, BIS Entity List, or similar).

To act as a Transporter you must additionally:

  • Possess a valid U.S. driver's license appropriate to the vehicle class you use to perform Jobs.
  • Hold current personal-auto or commercial-auto liability insurance meeting your state's minimum requirements (cargo insurance is your responsibility — see §11).
  • Submit identification and any other onboarding documentation we request, and pass our internal review. Shiplyst may, in the future, engage a consumer reporting agency to perform background checks; if and when we do, you will be presented with the separate written disclosures and authorization required by the Fair Credit Reporting Act before any report is procured.
  • Complete onboarding with our payments processor (Stripe Connect) including any KYC or beneficial-owner information required by law.

We may refuse, suspend, or terminate any account at our sole discretion. Eligibility may be re-verified at any time.

4. Account Registration and Security

You agree to (a) provide truthful and complete information; (b) keep your contact information current; (c) maintain the confidentiality of your password and any one-time codes; (d) be solely responsible for all activity that occurs under your account, including by anyone you permit to access your device; and (e) notify us immediately at support@shiplyst.co if you suspect unauthorized access.

You may hold only one account. A single account may hold both Shipper and Transporter roles and toggle between them in-app. Account sharing, sale, transfer, or use by anyone other than the registered individual is prohibited and grounds for immediate termination.

5. The Platform — What Shiplyst Is and Is Not

Shiplyst is a peer-to-peer marketplace. Shiplyst makes introductions between independent Shippers and independent Transporters and provides ancillary technology (search, messaging, escrow payment hold, dispute logging, ratings). Shiplyst is not a party to any contract that arises between a Shipper and a Transporter as a result of accepting a Job. The contract is solely between those two users.

Without limiting the foregoing, Shiplyst is not, and shall not be deemed to be:

  • a motor carrier, household-goods carrier, freight forwarder, broker (except, where state law deems a marketplace to be a "household goods broker", we comply with the registration scheme applicable to that role), courier, mover, warehouseman, bailee, or shipping company;
  • an employer, principal, agent, joint venturer, franchisor, or partner of any Transporter;
  • the seller, purchaser, owner, custodian, or insurer of any item shipped or removed through the Service;
  • a guarantor of the quality, safety, legality, fitness for purpose, pickup, delivery, condition, or timeliness of any Job;
  • a guarantor of the identity, qualifications, vehicles, insurance, background, conduct, or solvency of any user;
  • a provider of legal, tax, accounting, or insurance advice.

We do not take possession or custody of any item at any point. We do not inspect items. We do not verify the accuracy of item descriptions, photographs, dimensions, weight, value, or condition. Photographs analyzed by our automated systems (described in our Privacy Policy) are processed for convenience only and do not constitute an inspection or appraisal.

You acknowledge that you bear all risk of loss, damage, theft, delay, misdelivery, regulatory violation, or personal injury arising out of or in connection with any Job, and you release Shiplyst from all such risk to the maximum extent permitted by law.

6. Independent Contractor Status of Transporters

Transporters are independent contractors. Transporters are not employees, workers, agents, or representatives of Shiplyst. Specifically:

  • Shiplyst does not set Transporters' hours, routes, vehicle choice, or methods of performance.
  • Transporters supply their own vehicles, equipment, fuel, tolls, maintenance, and insurance.
  • Transporters are responsible for their own federal, state, and local taxes, including self-employment tax. Our payment processor (Stripe, Inc.) acts as the third-party settlement organization under 26 U.S.C. §6050W and is responsible for issuing IRS Form 1099-K to Transporters who meet the applicable threshold, available through the Stripe Express dashboard. Shiplyst does not withhold federal or state taxes, Social Security, Medicare, or unemployment insurance on a Transporter's behalf, and does not issue Form 1099-NEC for payments routed through the Stripe- facilitated marketplace flow.
  • Transporters are free to perform services for other platforms or customers.
  • Nothing in these Terms creates a partnership, joint venture, franchise, or employment relationship between Shiplyst and any user.

7. Posting and Accepting Jobs

Shipper obligations. When you post a Job, you represent and warrant that (a) you own the items or have the lawful right to ship them; (b) the descriptions, photographs, weights, dimensions, quantities, and locations you provide are accurate and complete; (c) the items do not violate §8 (Prohibited Items); (d) you will be present, or arrange for a representative to be present, at the pickup and dropoff at the agreed times; and (e) you will pay the agreed price plus applicable Service Fee.

Transporter obligations. When you accept or place a winning Bid on a Job, you represent and warrant that (a) you and your vehicle are legally and physically capable of performing the Job; (b) you will exercise reasonable care in the handling, transport, and delivery of the items; (c) you will arrive within any agreed pickup and delivery window; (d) you will perform the Job yourself and will not delegate or subcontract it to another person; (e) you will document handoff with the photo evidence required by the Service; (f) you will not solicit the Shipper to transact off-platform (see §9); and (g) for Junk Removal jobs, that you hold every license, permit, certification, or registration required by federal, state, or local law to lawfully collect, transport, and dispose of each declared item category in the Job (see §8.3).

Formation of the user-to-user contract. Upon successful capture of payment by Shiplyst's payment processor following acceptance of a Bid or Buy-It-Now, a binding contract is formed solely between the Shipper and the Transporter on the terms displayed in the Service. Shiplyst is not a party to that contract.

8. Prohibited Items

The Service supports two distinct verticals: (i) over-the-road shipping of items between two locations ("Shipping"), and (ii) on-demand removal of items for disposal ("Junk Removal"). Restrictions differ between the two.

8.1 Always prohibited (both verticals)

You may not post, accept, ship, transport, or arrange the removal of any of the following through the Service:

  • Firearms, ammunition, weapons, weapon parts, or items regulated by the National Firearms Act.
  • Controlled substances, marijuana (in any form, regardless of state legality), prescription drugs, drug paraphernalia, or vape / e-cigarette products.
  • Live animals.
  • Human remains or organs.
  • Currency, negotiable instruments, lottery tickets, gift cards in bearer form, or precious metals in bulk.
  • Stolen property, counterfeit goods, or items that infringe intellectual-property rights.
  • Pornographic, obscene, or sexually explicit materials.
  • Any item the transport or disposal of which is prohibited under federal, state, local, or international law.

8.2 Additionally prohibited for Shipping

For Shipping jobs (anything other than Junk Removal), you may not also post or accept:

  • Hazardous materials regulated by 49 C.F.R. §172.101 or successor (including without limitation explosives, flammable liquids and gases, oxidizers, corrosives, radioactive materials, infectious substances, and lithium batteries shipped loose).
  • Any item that requires a DOT hazmat endorsement, a CDL with hazmat endorsement, or a placarded vehicle to transport lawfully.
  • Asbestos.

8.3 Junk Removal — hazardous categories permitted with licensed

Transporter

The Junk Removal composer asks the Shipper to declare whether the load contains any of the following hazardous categories: paint, household batteries, refrigerators or appliances containing refrigerant, tires, mattresses, electronic waste ("e-waste"), or biohazardous waste. The Shipper is responsible for truthfully declaring the presence of every such item.

The Transporter is solely responsible for confirming, before accepting any Junk Removal job, that they hold every license, permit, certification, or registration required by federal, state, or local law to lawfully collect, transport, and dispose of each declared category. This includes, where applicable and without limitation: EPA Section 608 certification for refrigerant recovery; RCRA-permitted hauler registration for hazardous waste; state or local registration for medical or biohazard waste, electronics recycling, or asbestos; and state-level junk-hauler or solid-waste- transporter permits.

By accepting a Junk Removal job that includes a declared hazardous category, the Transporter represents that they hold all required licensing (see §7(g)). Shiplyst does not verify Transporter licensing for hazardous-waste categories. Use of the Service does not authorize unlicensed collection or disposal. §10 (Conduct), §11 (Insurance and Risk of Loss), and §19 (Indemnification) apply with full force to any violation.

8.4 Enforcement

Posting a Prohibited Item, misrepresenting a declared category, or performing a Job without the licensing required by §8.3 is grounds for immediate cancellation of the Job at the offending user's expense, account suspension or termination, refund forfeiture, and reporting to law enforcement and the relevant licensing authority.

9. Off-Platform Solicitation

You may not solicit, encourage, or accept arrangements to perform or pay for a Job, or any successor or substitute shipment between the same parties, outside of the Service for the purpose of avoiding fees. Off-platform circumvention deprives Shiplyst of compensation and strips the parties of the escrow, dispute, and rating protections of the Service. First-instance circumvention may result in fees being charged retroactively; repeat circumvention may result in termination.

10. User Conduct

10.1 Prohibited Activities

You agree not to:

  • Use the Platform for any illegal purpose.
  • Post false, misleading, or fraudulent information.
  • Harass, threaten, intimidate, stalk, or harm other users.
  • Attempt to circumvent the Platform to avoid fees (see §9).
  • Use automated systems, scrapers, bots, or programmatic access of any kind.
  • Interfere with the Platform's operation, security, or availability.
  • Reverse engineer, decompile, or disassemble any portion of the Service.
  • Impersonate any person or entity, or misrepresent your affiliation.
  • Violate any applicable laws or regulations.

10.2 Content Standards

All content you post (descriptions, photos, messages, reviews) must:

  • Be accurate and truthful.
  • Not infringe on intellectual property rights.
  • Not contain illegal, harmful, defamatory, threatening, obscene, pornographic, hateful, or otherwise objectionable material.
  • Comply with all applicable laws.

10.3 Zero Tolerance Policy

Shiplyst maintains zero tolerance for objectionable content or abusive behavior. Users posting such content will be removed without notice. This includes content that is unlawful, threatening, harassing, defamatory, obscene, pornographic, sexually explicit, hateful, or otherwise objectionable. Reports submitted from within the app's chat or job-detail screens are reviewed and acted on promptly.

10.4 Reporting

Every chat thread and Job detail screen provides a Report and Block affordance. Reports are queued for moderator review and acted on promptly. You may also email support@shiplyst.co or trust@shiplyst.co with urgent reports. We may, in our sole discretion, remove Content, warn, suspend, or terminate users based on a report.

11. Insurance and Risk of Loss

Shiplyst does not provide insurance of any kind. Shiplyst is not an insurance broker, agent, or underwriter. Any "Shipment Protection" or similar feature that may appear in the Service in the future will be expressly identified as such and is subject to its own separate terms.

Shippers bear all risk of loss, damage, delay, or theft of items from the moment of pickup through delivery, except to the extent a Transporter is found liable in accordance with §13 (Disputes). Shippers are encouraged to maintain their own homeowners', renters', inland-marine, or specie insurance and to verify coverage before posting high-value items.

Transporters are responsible for maintaining current auto liability insurance meeting their state's minimum requirements. Personal auto policies frequently exclude commercial use; Shiplyst strongly recommends that Transporters obtain a commercial auto endorsement and cargo coverage appropriate to the items they carry. Shiplyst collects insurance and operator documentation from Transporters during onboarding and may, in our sole discretion, review or spot-check those documents. Such collection and review is not a certification, audit, real-time validation, or continuous monitoring of the existence, scope, validity, persistence, or sufficiency of any Transporter's coverage. Transporters remain solely responsible for maintaining current and adequate insurance.

12. Payments, Service Fees, and Escrow

12.1 Payment Processor

All payments are processed by Stripe, Inc. ("Stripe") through Stripe Connect. By using the Service you agree to be bound by the Stripe Connected Account Agreement (https://stripe.com/connect-account/legal) and the Stripe Services Agreement (https://stripe.com/legal/ssa), incorporated by reference.

12.2 Escrow Flow

When a Shipper's payment is captured, funds are held in escrow by Stripe. Funds are released to the Transporter after the Shipper confirms delivery, or after the automatic confirmation window elapses, in each case subject to any active dispute (see §13).

12.3 Service Fees

Shiplyst charges (a) a Shipper-side service fee added at checkout, currently ten percent (10%) of the bid amount; and (b) a Transporter-side service fee deducted from each payout, currently seven percent (7%) of the bid amount. Both rates are displayed in the Service prior to commitment and are subject to change on prospective notice.

12.4 Promotional Codes and Discounts

We may offer promotional codes that reduce fees or grant credits. Promotional terms (eligibility, expiration, single-use restrictions, caps) are stated at the time of issuance. Codes are non-transferable and have no cash value.

12.5 Cancellations and Refunds

Cancellation policy at a glance:

  • Open Jobs (no accepted Bid): Either side may cancel without fee.
  • Locked Jobs (accepted, pre-pickup) — Shipper cancels: Cancellations more than 24 hours before scheduled pickup incur no fee and the Shipper receives a full refund. Cancellations within 24 hours of scheduled pickup incur a cancellation fee equal to a percentage of the bid amount as displayed in the cancellation flow; the Shipper is refunded the bid amount minus that fee, and the fee is paid to the Transporter as compensation for their reserved time. After such a cancellation, the Job is closed; the Shipper may post a new Job at any time.
  • Locked Jobs (accepted, pre-pickup) — Transporter cancels: The Shipper receives a full refund of the held escrow. No fee is charged in either direction. The Job automatically returns to the Open state so the Shipper may receive and accept fresh bids without re-posting. Card authorization on the original payment is released, and the Shipper authorizes a new payment when they accept the next bid; the Shipper is never charged twice for the same shipment.
  • In-Transit Jobs: Cancellations are treated as disputes (§13).
  • Completed Jobs: Funds are released; refunds, if any, are handled through the dispute process.

Refunds to the Shipper's card typically take five (5) to ten (10) business days to clear, depending on the card-issuing bank. Exact percentages, late thresholds, and any waivers are displayed in the cancellation flow at the time of action and are deemed part of these Terms upon use. Repeated Transporter cancellations may affect a Transporter's standing on the Service.

12.6 Chargebacks

Initiating a credit-card chargeback for a transaction you in fact authorized is grounds for account termination and may result in collection action for the disputed amount plus the chargeback fee imposed by the card network on Shiplyst. Please use the in-app dispute process before contacting your card issuer.

12.7 Taxes

Each user is responsible for determining and paying any sales, income, self-employment, or other tax owed in connection with their use of the Service. Where required by law, our payment processor (Stripe) issues IRS Form 1099-K to Transporters as the third-party settlement organization under 26 U.S.C. §6050W and makes it available through the Stripe Express dashboard. Shiplyst does not issue Form 1099-NEC for payments routed through the marketplace flow.

13. Disputes Between Users

When a Shipper believes an item was damaged, lost, or undelivered, the Shipper may open a dispute through the in-app Report Issue flow within twenty-four (24) hours of scheduled delivery. After twenty-four (24) hours of inactivity following delivery confirmation (or the automatic confirmation event), the Job is marked complete and escrow is released to the Transporter; no further dispute may be opened through the in-app flow after that point, though either party may pursue other legal remedies available against the other user. The Transporter has twenty-four (24) hours to respond to a timely-opened dispute. Shiplyst staff review the evidence and may, in our sole discretion, release funds in full to the Transporter, refund some or all of the bid to the Shipper, or hold funds pending further investigation. Shiplyst's role in dispute resolution is informal and non-binding on the underlying user-to-user contract.

14. Transporter Verification

For Transporters, eligibility is verified today through (i) admin review of identification, driver's license, vehicle photos, and insurance documentation submitted in the in-app onboarding flow, and (ii) Stripe Connect's KYC checks performed during payouts onboarding. Shiplyst may, in the future, engage a third-party consumer reporting agency to perform identity, motor-vehicle, or criminal-history checks subject to the Fair Credit Reporting Act, 15 U.S.C. §1681 et seq. If and when such checks are introduced, the FCRA-required written disclosures, applicant authorization, adverse-action procedures, and state-specific disclosures will be presented as part of the Transporter onboarding flow before any report is procured.

Verification (current or future) is not an endorsement of any Transporter and is not a guarantee that any specific Job will be performed safely or without incident. Any check is a snapshot in time and does not guarantee future behavior.

15. User Content; License Grant

You retain ownership of the Content you submit to the Service. You grant Shiplyst a worldwide, non-exclusive, royalty-free, perpetual, irrevocable, sublicensable, transferable license to host, store, reproduce, modify, create derivative works of, display, perform, and distribute that Content for any purpose connected to operating, improving, or promoting the Service or Shiplyst's business, including in marketing, training of machine-learning models that power the Service (subject to our Privacy Policy), and aggregated analytics.

You represent and warrant that you own or have all necessary rights to grant this license, and that your Content does not violate any third party's rights or any law.

16. Communications Consent

By providing a phone number you consent to receive transactional and operational SMS messages from Shiplyst, including one-time verification codes, Job status updates, payment receipts, and dispute communications. Carrier message and data rates may apply. You may reply STOP to any SMS to opt out of further non-essential SMS from that sender ID; opting out of one-time verification codes will prevent you from logging in.

You also consent to receive (a) push notifications relating to the Service, which you may disable at the OS level or by category in the in-app Profile → Notification Preferences screen, and (b) operational emails to the email address on file. Marketing communications, if offered, will include an unsubscribe option.

17. Disclaimers of Warranties

THE SERVICE AND ALL CONTENT, FEATURES, AND FUNCTIONALITY ARE PROVIDED "AS IS", "AS AVAILABLE", AND "WITH ALL FAULTS", WITHOUT WARRANTY OF ANY KIND, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT, ACCURACY OF DATA, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING OR USAGE OF TRADE.

WITHOUT LIMITING THE FOREGOING, SHIPLYST DOES NOT WARRANT THAT (a) THE SERVICE WILL MEET YOUR REQUIREMENTS; (b) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (c) THE INFORMATION ON THE SERVICE IS ACCURATE, RELIABLE, OR COMPLETE; (d) ANY ITEMS WILL BE PICKED UP, TRANSPORTED, OR DELIVERED ON TIME OR AT ALL; (e) ANY USER WILL ACT IN GOOD FAITH OR IN ACCORDANCE WITH THESE TERMS; OR (f) DEFECTS WILL BE CORRECTED.

NO ADVICE OR INFORMATION OBTAINED THROUGH THE SERVICE CREATES ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.

Some jurisdictions do not allow the exclusion of certain warranties; in those jurisdictions, the foregoing exclusions apply only to the maximum extent permitted by applicable law.

18. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL SHIPLYST OR ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AFFILIATES, SUCCESSORS, OR ASSIGNS BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, REVENUE, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES, REGARDLESS OF THE LEGAL THEORY (CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, STATUTE, OR OTHERWISE), AND REGARDLESS OF WHETHER SHIPLYST HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

SHIPLYST'S TOTAL AGGREGATE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE SERVICE OR THESE TERMS SHALL NOT EXCEED THE GREATER OF (a) THE TOTAL SERVICE FEES YOU PAID TO SHIPLYST IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM OR (b) ONE HUNDRED U.S. DOLLARS ($100.00).

SHIPLYST IS NOT LIABLE FOR THE ACTS OR OMISSIONS OF ANY USER, INCLUDING WITHOUT LIMITATION ANY THEFT, DAMAGE, LOSS, MISDELIVERY, NON-DELIVERY, INJURY, FRAUD, OR CRIME COMMITTED BY ANY SHIPPER, TRANSPORTER, OR THIRD PARTY.

Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages; in those jurisdictions Shiplyst's liability is limited to the maximum extent permitted by applicable law. The limitations in this section apply even if any limited remedy fails of its essential purpose.

19. Indemnification

You agree to defend, indemnify, and hold harmless Shiplyst and its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to (a) your access to or use of the Service; (b) your Content; (c) your violation of these Terms; (d) your violation of any applicable law or any third party's rights, including intellectual-property, privacy, or publicity rights; (e) any Job you posted, accepted, or performed; (f) the items you shipped, attempted to ship, or transported; or (g) any dispute between you and any other user.

Shiplyst reserves the right to assume the exclusive defense and control of any matter otherwise subject to your indemnification, in which case you agree to cooperate with our defense.

20. Intellectual Property

The Service, including its software, design, "Shiplyst" name, logos, taglines, and all related marks and trade dress (the "Marks"), and all underlying technology, are the property of Shiplyst or its licensors and are protected by U.S. and international intellectual-property laws. You are granted a limited, revocable, non-exclusive, non-transferable license to use the Service for its intended personal or business purpose, subject to these Terms. You may not copy, modify, reverse engineer, frame, republish, or commercially exploit any part of the Service or the Marks without our prior written consent.

21. DMCA / Copyright Infringement

Shiplyst respects the intellectual-property rights of others. If you believe Content on the Service infringes your copyright, please send a written notice meeting the requirements of 17 U.S.C. §512(c) (3) to our designated agent:

[AGENT FOR DMCA NOTICES] Email: dmca@shiplyst.co

Counter-notification procedures under 17 U.S.C. §512(g) are also available. Repeat infringers will be terminated in accordance with our policy.

22. Binding Arbitration; Class Action Waiver

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS.

22.1 Agreement to Arbitrate

Except as expressly stated in §22.4, any dispute, claim, or controversy arising out of or relating to these Terms or the Service (a "Dispute") shall be resolved exclusively by final and binding individual arbitration administered by the American Arbitration Association ("AAA") under its Consumer Arbitration Rules then in effect (the "AAA Rules"), and not in court. The Federal Arbitration Act governs the interpretation and enforcement of this section. The arbitration shall take place in [STATE OF FORMATION] unless the AAA Rules or applicable law require otherwise, or unless the parties mutually agree to a different location or to videoconference.

22.2 Informal Resolution First

Before commencing arbitration, you and Shiplyst agree to attempt to resolve the Dispute informally for at least sixty (60) days. You must send a written notice describing the Dispute to legal@shiplyst.co; Shiplyst will send any notice to the email on file for your account.

22.3 Class Action Waiver

YOU AND SHIPLYST AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, REPRESENTATIVE, PRIVATE-ATTORNEY-GENERAL, OR CONSOLIDATED PROCEEDING. The arbitrator may not consolidate more than one person's claims and may not preside over any form of representative proceeding. If a court decides that applicable law precludes enforcement of any portion of this waiver as to a particular claim, that claim (and only that claim) shall proceed in court; the remainder of §22 shall remain in force.

22.4 Exceptions

This §22 does not apply to (a) small-claims-court actions brought on an individual basis and within the court's jurisdictional limits; (b) actions for injunctive or other equitable relief to prevent infringement of intellectual-property rights or violations of §9 (Off-Platform Solicitation), §15 (Content License), or §20 (Intellectual Property); or (c) claims that, by law, cannot be the subject of mandatory arbitration.

22.5 Opt-Out

You may opt out of this arbitration agreement by sending written notice within thirty (30) days of first accepting these Terms to legal@shiplyst.co. The notice must include your name, the email on your account, and a statement that you wish to opt out. Opt-out does not affect any other provision of these Terms.

23. Termination

You may terminate your account at any time through the in-app Profile → Account & Privacy → Delete Account flow. The deactivation, grace period, and final deletion mechanics are described in our Privacy Policy.

Shiplyst may suspend or terminate your account, with or without notice, for (a) violation of these Terms; (b) suspected fraud, abuse, or other harmful conduct; (c) extended inactivity; (d) legal requirement; or (e) any other reason at our sole discretion. Sections that by their nature should survive termination — including §5 (no liability for user contracts), §11 (insurance), §15 (Content license), §17, §18, §19, §20, §21, §22, §24, and §25 — shall survive.

24. Modifications to the Service and to These Terms

We may modify or discontinue the Service or any feature at any time. We may modify these Terms by posting an updated version with a new "Last Updated" date. Material changes will be brought to your attention by in-app notice, email, or both, at least thirty (30) days before they take effect (or such shorter period as required by law or to address security or legal compliance). Your continued use of the Service after the effective date of any modification constitutes acceptance.

25. Governing Law

These Terms and any non-arbitrable Dispute shall be governed by the laws of the State of [STATE OF FORMATION], without regard to its conflict-of-laws principles. For non-arbitrable matters, you and Shiplyst consent to the exclusive jurisdiction of the state and federal courts located in [STATE OF FORMATION].

The Service is offered for use only in the United States. By using the Service from outside the United States you do so on your own initiative and at your own risk and are responsible for compliance with local law.

26. Export Controls; Sanctions

You represent that you are not located in a country subject to a U.S. government embargo or designated as a "terrorist supporting" country, and that you are not listed on any U.S. government list of prohibited or restricted parties. You may not access, use, or re-export the Service in violation of U.S. export-control or sanctions law.

27. Apple App Store — Additional Terms

If you obtained the iOS application from the Apple App Store, the following additional terms apply between you and us (and not Apple):

  • Acknowledgement. These Terms are concluded between you and Shiplyst only, not with Apple. Shiplyst, not Apple, is solely responsible for the Service and the Content thereof.
  • Scope of License. The license granted to you for the iOS application is limited to a non-transferable license to use the application on any Apple-branded products that you own or control, as permitted by the Usage Rules in the Apple Media Services Terms and Conditions.
  • Maintenance and Support. Shiplyst, not Apple, is solely responsible for providing any maintenance and support services with respect to the application.
  • Warranty. Shiplyst is solely responsible for any product warranties, whether express or implied by law, to the extent not effectively disclaimed. In the event of any failure of the application to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price (if any) for the application; to the maximum extent permitted by law, Apple has no other warranty obligation whatsoever with respect to the application.
  • Product Claims. Shiplyst, not Apple, is responsible for addressing any claims by you or any third party relating to the application, including (i) product-liability claims; (ii) any claim that the application fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer-protection, privacy, or similar legislation.
  • Intellectual Property. In the event of any third-party claim that the application or your possession and use of the application infringes that third party's intellectual-property rights, Shiplyst, not Apple, will be solely responsible for the investigation, defense, settlement, and discharge of any such claim.
  • Legal Compliance. You represent and warrant that (i) you are not located in a country that is subject to a U.S. government embargo, or that has been designated by the U.S. government as a "terrorist supporting" country; and (ii) you are not listed on any U.S. government list of prohibited or restricted parties.
  • Developer Contact. Direct any questions, complaints, or claims with respect to the application to support@shiplyst.co.
  • Third-Party Beneficiary. You and Shiplyst acknowledge and agree that Apple, and Apple's subsidiaries, are third-party beneficiaries of these Terms with respect to the iOS application, and that, upon your acceptance, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary thereof.

28. Google Play — Additional Terms

If you obtained the Android application from Google Play, your use is also subject to your then-current Google Play Terms of Service. To the extent of any conflict between these Terms and the Google Play Terms with respect to your use of the Android application, these Terms control as between you and Shiplyst.

29. Force Majeure

Shiplyst is not liable for any failure or delay in performance due to causes beyond our reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, pandemic, government action, labor disturbance, power or telecommunications failure, third-party service outage, or internet failure.

30. Notices

We may give you notice by email to the address on file or by in-app notice. You must give us notice (other than the arbitration informal-resolution notice in §22.2, which has its own address) at legal@shiplyst.co.

31. Assignment

You may not assign or transfer these Terms or any rights hereunder without our prior written consent. Shiplyst may assign or transfer these Terms in connection with a merger, acquisition, financing, reorganization, or sale of assets, or by operation of law.

32. Entire Agreement; Severability; Waiver; Headings

These Terms (together with the Privacy Policy and any other agreement expressly incorporated) constitute the entire agreement between you and Shiplyst regarding the Service and supersede any prior or contemporaneous agreement. If any provision is held unenforceable, the remaining provisions shall remain in full force, and the unenforceable provision shall be modified to the minimum extent necessary to make it enforceable. No waiver of any provision is a continuing waiver. Section headings are for convenience only and do not affect interpretation.

33. Contact

Shiplyst — operated by [LEGAL ENTITY NAME] Registered office: [REGISTERED ADDRESS] Support: support@shiplyst.co Legal / arbitration notices: legal@shiplyst.co Privacy: privacy@shiplyst.co Trust & safety reports: trust@shiplyst.co DMCA designated agent: dmca@shiplyst.co

By creating an account, clicking "I Agree", downloading the app, or otherwise accessing or using the Service, you acknowledge that you have read these Terms, understand them, and agree to be bound by them, including the mandatory arbitration provision and class action waiver in §22.

Terms of Service — Shiplyst