eSHIPRATE may amend this Agreement at any time by posting the amended terms and conditions on the Site. Unless otherwise indicated, all amended terms shall automatically be effective immediately upon posting, and Users’ continued use of our Services indicates Users’ acceptance of the amended terms. User is responsible for reviewing and becoming familiar with any changes. This agreement was last revised on January 1, 2003.

eSHIPRATE, in its sole discretion, reserves the right to add, delete, or modify some or all of the features and functions of the Site or Services at any time and without notice.

1.  Eligibility & Registration
1.a  Use of the Services is limited to parties that can lawfully enter into and form contracts under applicable law. Without limiting the foregoing, the Services are not available to minors. Further, the Services are not available to parties whose use of the Services has been suspended or terminated.

1.b  To use the Services, User must submit a complete registration form on behalf of the User or the corporation, partnership or other legal entity that will be utilizing said Services. By accepting this Agreement, User represent that (1) User is eighteen (18) years of age or older and, if applicable, (2) User is authorized to sign for and bind the corporation, partnership or other legal entity that will be utilizing the Services. User shall provide current, accurate and complete registration information (including email address and credit card information), and update the information as required to maintain current registration information.

2.  Passwords and Security
User shall at all times maintain the confidentiality of user names and passwords.  If User is a corporation, partnership or other legal entity, User may allow employees to use user names and passwords, provided that User is responsible for all activity and all charges by such employees. Permitting use of the Services by a third party is prohibited and is in all cases violation of this Agreement.  If there is a breach of security through the Users’ account, User must immediately change user password and notify eSHIPRATE at support@eSHIPRATE.com.  User will be liable for any unauthorized use of the Services until User notifies eSHIPRATE Support or Asena Corporation of such security breach.

3. Fees and Payment Terms
User agrees to pay the then current fees associated with use of eSHIPRATE Services and all applicable taxes.  All fees are payable in U.S. Dollars unless otherwise stated.  The fees are set forth in the Fee Schedule and Payment Terms and are incorporated by reference. Changes to fees and payment terms are effective immediately unless otherwise indicated and, it is the responsibility of the User to remain aware of any and all changes.  Claims for refunds or other adjustments to Users’ account must be submitted in writing within 45 days of the date such charges are placed on the Users’ account.

4.  User Conduct
4.a  User agrees to comply with all applicable laws, statutes, ordinances and regulations related to use of the Services. User may not utilize eSHIPRATE Services for the purpose of engaging in fraudulent or other illegal activity, or to infringe the intellectual property rights of others.

4.b  User agrees to comply with the terms and conditions of all agreements that User has with third parties, including providers of eSHIPRATE, as such terms and conditions relate to use of the Services including and without limitation, terms and conditions related to types of items that may be sold.

4.c  User agrees not use any software, apparatus or practice to interfere or attempt to interfere with the proper operation of the Site nor any transaction conducted through the Site.  User agrees not to undertake any action that imposes an unreasonable or disproportionately excessive load on Sites’ infrastructure or limits our ability to provide Service. User agrees not collect, copy, reproduce, alter, modify, create derivative works, or publicly display any content or information (except for User materials) from the Site without the prior expressed written permission of eSHIPRATE or the appropriate third party.  User agrees not to utilize any robot, spider, other automatic device or practice to access or interface with the Site.

5.  User Materials
5.a "User Materials" is defined as any information, data, text, graphics, photographs, images or other materials User provides (directly or indirectly) to eSHIPRATE or Asena Corp. or other users of the Services.  E.g., User Materials include information that User submits to eSHIPRATE or Asena Corp. or Materials that eSHIPRATE or Asena Corp. obtains via Services such as, eSHIPRATE or Asena Corp. email addresses, user ids or passwords.  User is solely responsible for User Materials and eSHIPRATE performs solely as a independent provider of online storage for User Materials.

5.b User Materials (or any items included therein): (1) shall not be obscene, contain child pornography; (2) shall not create liability for eSHIPRATE or Asena Corp or cause eSHIPRATE or Asena Corp to lose (in whole or in part) the services of our ISPs or other suppliers; (3) shall not infringe any third party's copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy; (4) shall not contain any viruses, Trojan horses, worms, time bombs, cancel-bots or other computer programming processes that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data, or personal information; (5) shall not be defamatory, libelous, unlawfully threatening or unlawfully harassing; (6) shall not be false, inaccurate or misleading; (7) shall not be fraudulent or involve the sale of counterfeit or stolen items; (8) shall not violate the terms and conditions of any agreements User have with third parties, including providers of eSHIPRATE, as such terms and conditions relate to Users application of the Services; (9) shall not violate any law, ordinance, statute or regulation (including and without limitation those governing export control, consumer protection, anti-discrimination, false advertising, unfair competition, deceptive practices, or securities transactions).

5.c  By entering into this Agreement and providing User Materials to eSHIPRATE, User grants eSHIPRATE a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sub-licensable (through multiple tiers) right (including a waiver of any applicable moral rights) to exercise the copyright and publicity rights User have in User Materials, in any existing or future media now known or currently unknown, solely for purposes related to providing the Services ("License"). User represent and warrants that User has the authority to grant the License and that the holder of any intellectual property or other proprietary rights in User Materials has licensed, assigned or waived such holder's rights to the extent necessary to grant the License.

5.d  User shall only use the space allocated to User for storage of images and other data used in advertisements placed through the Services.

5.e  Any communications or materials User transmits to eSHIPRATE by email, U.S.P.S. mail or posted in a public area of the Site may be used by eSHIPRATE or our affiliates for any purpose, including, but not limited to, publication, reproduction, transmission, disclosure, broadcast and posting. Furthermore, eSHIPRATE and its affiliates, are free to use any ideas, concepts, knowledge or techniques contained in any such communication for any purpose whatsoever, including, but not limited to, developing, manufacturing and marketing products using such information.

5.f  By using the Services, User authorize eSHIPRATE to access Third-Party providers with which User has usage agreements, on Users behalf, to retrieve and post information and materials necessary to provide the Services to User, and User hereby appoints eSHIPRATE as Users agent for this limited purpose. User hereby permits eSHIPRATE to use such retrieved information and materials to accomplish the foregoing, and to communicate with Users customers on Users behalf. User hereby acknowledges that our Services may or may not provide all the information and functionality that User could obtain directly from the providers.

5.g  eSHIPRATE reserves the right at its sole discretion to monitor, access, remove, or disable Users access to any of User Materials at any time.

6. eSHIPRATE and Third-Party Intellectual Property
6.a  Other than User Materials, all content included or available on the Site, i.e.; graphics, images, text, advertisements, logos, audio clips, button icons and software, is the property of eSHIPRATE and/or third parties and is protected by copyrights, trademarks or other intellectual and proprietary rights. The compilation (meaning the collection, arrangement and assembly) of all content on the Site is the exclusive property of eSHIPRATE and/or its licensors, suppliers and distributors and is protected by copyrights or other intellectual and proprietary rights. All software used on the Site is the property of eSHIPRATE and/or its software suppliers or distributors and is protected by copyrights, patents or other intellectual and proprietary rights.

6.b  Subject to the terms and conditions of this Agreement, eSHIPRATE grants a limited license to User to make personal use of the Site and the Services only for their intended purposes. This license expressly excludes any resale of the Site and the Services, making any derivative of the Site or the Services, the collection and use of other users' email addresses or other materials e.g.;  advertisements, or any other data extraction or data mining whatsoever, except with the express consent of the owner of such materials.

6.c  eSHIPRATE retains all rights, title, and interest in and to its trademarks, service marks and trade names worldwide (collectively, the "Marks"). User shall only use eSHIPRATE Marks with the express written permission of Asena Corporation and then only in the manner authorized. Under no circumstances may User alter, modify, or change eSHIPRATE Marks.

7.  Privacy
eSHIPRATE is committed to protecting User privacy and we will only use and disclose User Materials in accordance with our then current Privacy Policy which is incorporated herein by reference.

8.  Suspension and Termination
Without limiting other remedies, eSHIPRATE may immediately issue a warning, temporarily suspend, indefinitely suspend, or terminate User access to the Site and Services if User fails to pay for services, breaches any of the terms of this Agreement or if User takes any action/s that, in our sole judgment, may cause legal liability for or claims against User, eSHIPRATE's other users, eSHIPRATE or Asena Corp.  In the event eSHIPRATE suspends or terminates User access to the Site or Services, User acknowledge that User may be denied any further access to User Materials.

9.  Warranty Disclaimer
The site and the services are provided on an "as is" and "as available" basis. eSHIPRATE, Asena Corporation and our suppliers or distributors make no representations or warranties of any kind, express, implied or statutory.   eSHIPRATE, Asena Corporation and our suppliers or distributors specifically disclaim all warranties including without limitation:   (a) the implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement;  (b) that the site or the services will meet user requirements, will always be available, accessible, uninterrupted, timely, secure or operate without error;  (c) any implied warranty arising from course of dealing or usage of trade; and (d) any obligation, liability, right, claim or remedy in tort, whether or not arising from the negligence of eSHIPRATE, Asena Corporation or our suppliers or distributors.

Some states do not allow the disclaimer of implied warranties, so the foregoing disclaimer may not fully apply to User. User may also have other legal rights which vary from state to state.

10.  General Release
10.a  Because eSHIPRATE and our suppliers or distributors are not involved in dealings between our users or between our users and arcade users, if a dispute arises between user and another party, user release eSHIPRATE and Asena Corporation (and its agents and employees, suppliers and distributors) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes. Further, user waive any rights user may have under civil codes or any state statute which states: "a general release does not extend to claims which the creditor does not know or suspect to exist in his favor a the time of executing the release, which if known by him must have materially affected his settlement with the debtor."

10.b  User acknowledges and agrees that neither eSHIPRATE nor Asena Corporation are responsible for the availability of arcades, and does not endorse and is not responsible or liable for any services, content, advertising, products or other materials on or available from such arcades. User agrees that neither eSHIPRATE nor Asena Corporation shall be deemed responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such services, content, advertising, products or other materials.

10.c  User acknowledges and agrees that neither eSHIPRATE nor Asena Corporation control and are not responsible for information provided by other users which is made available on the site. User may find other user's information to be offensive, harmful, inaccurate or deceptive. User agrees that neither eSHIPRATE nor Asena Corporation shall be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such information.

11.  Limitation of Liability
Under no circumstances will eSHIPRATE, Asena Corporation or our suppliers and/or distributors be liable for any indirect, incidental, punitive or consequential damages (including, without limitation, loss of data, content, files, profit or goodwill, or the costs of procurement of substitute goods or services), arising out of or in connection with this agreement, the site, the services, the inability to use the services or those resulting from any goods or services purchased or obtained or messages received or transactions entered into through the services. The aggregate liability of  eSHIPRATE, Asena Corporation and our suppliers or distributors under this agreement shall not exceed one thousand dollars ($1,000). Some states do not allow the limitation of liability, so the foregoing limitation may not apply to User.

12.  Indemnity
User hereby agrees to, at Users own expense, indemnity, defend and hold eSHIPRATE, Asena Corp. and its subsidiaries, affiliates, officers, directors, agents, and employees harmless from and against any loss, cost, damages, liability, or expense arising out of or relating to (a) a third-party claim, action or allegation of infringement, misuse or misappropriation based on information, data, files or other content submitted by User to the Site; (b) any fraud, manipulation, or other breach of this Agreement by User; (c) any third-party claim, action or allegation brought against eSHIPRATE or Asena Corp. arising out of or relating to a dispute with User over the terms and conditions of an agreement or related to the purchase or sale of any goods or services; (d) Users violation of any law or the rights of a third party; or (e) Users use, or eSHIPRATEs’ provision, of the Services or use of User account by any third party. eSHIPRATE and/or Asena Corp. will have the right to participate in its defense and hire counsel of its choice, at Users expense. User will not settle any action or claims on the behalf of eSHIPRATE and/or Asena Corp. without the prior written consent of eSHIPRATE and/or Asena Corp. 

13.  Notices
eSHIPRATE shall provide notice to User via email to the email address that User provided in the Users registration information. Such notice shall be deemed given 24 hours after it is sent, or earlier if actually received by User earlier.  Alternatively, eSHIPRATE may choose to provide notice to User via certified or registered mail to the mailing address User provide in Users registration information.  In such case, notice shall be deemed given three (3) days after the date of mailing. User shall provide notice to eSHIPRATE via email to support@eSHIPRATE.com or a copy sent via certified or registered mail to Asena Corporation, 808 West Higgins Road, Park Ridge, IL 60068 / Attn: eSHIPRATE Customer Service.

14.  Termination
At the Users sole discretion, the User may at any time terminate this Agreement by: contacting eSHIPRATE via email at support@eSHIPRATE.com or via certified or registered mail to Asena Corporation, 808 West Higgins Road, Park Ridge, IL 60068 / Attn: eSHIPRATE Customer Service.  During this process, User may be asked to contact eSHIPRATE via telephone during normal business hours to complete the termination of Services and to ensure that the termination process is completed effectively and efficiently.  If User was registered for any paid services, Users last invoice from eSHIPRATE will be for the month in which User had canceled the service.  eSHIPRATE, in its sole discretion, may terminate this Agreement or suspend or terminate Users access to the Site or the Services immediately without notice for any reason including, without limitation, for Users infringement of the intellectual property rights of others.  All provisions of this Agreement that by their nature should survive termination shall survive termination, including, without limitation, provisions related to intellectual property, warranty disclaimers, general releases, limitations of liability, indemnity and the general provisions.

15.  General Provisions
This Agreement is not assignable, transferable or sub-licensable by User without eSHIPRATE's prior written consent, and any such conveyance shall be null and void. eSHIPRATE may assign this Agreement in whole or in part. This Agreement shall be governed by and construed in accordance with the laws of the state of Illinois without regard to conflicts of laws provisions thereof. The sole jurisdiction and venue for actions related to the subject matter hereof shall be the State of Illinois and U.S. federal courts having within their jurisdiction the location of eSHIPRATE's principal place of business. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys' fees. If any provision of this Agreement is held by a court of competent jurisdiction to be illegal, invalid or unenforceable, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable. Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section.  eSHIPRATE or Asena Corps.’ failure to act with respect to a breach by User or others does not waive our right to act with respect to subsequent or similar breaches. This Agreement sets forth the entire understanding and agreement between us with respect to the subject matter hereof. User agrees and acknowledges that User is not entering into this agreement in reliance on any statements or representations other than those set forth herein. Should any term or condition be in conflict between this Agreement and any document incorporated by reference into this Agreement, the terms of this Agreement shall control.

Account Number:

Password: