User Agreement

Terms of Use

Last Updated: 5/14/2025

These Terms of Use constitute a legally binding agreement made between you (“you” or “your”), and Sherps, Inc. and its subsidiaries, representatives, affiliates, offices, directors, and employees (collectively the “Company”, “we”, “us”, or “our”), governing your access to and use of our personalized, multipurpose, digital marketplace platform (the “Marketplace Platform”) and any related content or services, including but not limited to the mobile application (the “App”) the web-based applications (the “Website”), and/or the ability to request assistance in transporting certain belongings, owned or possessed by you, to and/or from the beach (together with the App and the Marketplace Platform, the “Services”).

  1. Contractual Relationship. Supplemental documents or terms may be posted on our App or on our Website from time to time and are hereby expressly incorporated by reference. In addition to the Terms of Use, your access to and use of the Services is also governed by the applicable terms found on our website (collectively, the “Supplemental Terms,” and together with the Terms of Use, the “Terms”). We reserve the right, in our sole discretion, to make changes or modifications to the Terms at any time for any reason. In these Terms, the words “including” and “include” mean “including, but not limited to.” Your access to and use of the Services is conditioned on your acceptance of and compliance with these Terms. You agree that by accepting these Terms, you have read, understood, and agree to be bound by all of these Terms. These Terms apply to all visitors, users, and others who access or use the Services. By accessing or using the Services, you agree to be bound by these Terms. If you disagree with any part of these Terms, then you are expressly prohibited from accessing and/or using the Services and must discontinue use immediately.  We do not permit those under the age of eighteen (18) to use the Services. As such, you represent that you are over the age of eighteen (18).
  2. The Services.
    • General. The Services enable you and other consumers to find, request, or receive (i) “Sherp Services” from Company employees (“Sherps”); (ii) related personalized content, including features, recommendations and advertisements for products or services tailored to your needs and interests; and (iii) certain supporting services, including providing you the ability to express certain preferences about the Sherp Services or Sherps, payment processing, and customer support. Unless otherwise agreed by us in a separate written agreement with you, these Sherp Services are made available solely for your personal, noncommercial use.  Please note that once the Sherp Services have begun, you no longer have the option to reschedule or cancel. 
    • App Stores. The availability of the Services may be dependent on the third-party from which you received the license to the App, e.g., the Apple App Store and the Google Play Store (each an “App Distributor”). The following terms apply when you use an App Distributor:
      1. the license granted to you for our mobile application is limited to a non-transferable license to use the application on a device that utilizes the Apple iOS or Android operating systems, as applicable, and in accordance with the usage rules set forth in the applicable App Distributor’s terms of service;
      2. we are responsible for providing any maintenance and support services with respect to the mobile application as specified in the Terms of Use of this mobile application license contained in these Terms or as otherwise required under applicable law, and you acknowledge that each App Distributor has no obligation whatsoever to furnish any maintenance and support services with respect to the mobile application;  
      3. in the event of any failure of the mobile application to conform to any applicable warranty, you may notify the applicable App Distributor, and the App Distributor, in accordance with its terms and policies, may refund the purchase price, if any, paid for the mobile application, and to the maximum extent permitted by applicable law, the App Distributor will have no other warranty obligation whatsoever with respect to the mobile application;  
      4. you represent and warrant that (1) 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 (2) you are not listed on any U.S. government list of prohibited or restricted parties;  
      5. you must comply with applicable third-party terms of agreement when using the mobile application, e.g., if you have a VoIP application, then you must not be in violation of their wireless data service agreement when using the mobile application;  
      6. you acknowledge and agree that the App Distributors are third-party beneficiaries of the Terms of Use in this mobile application license contained in these Terms, and that each App Distributor will have the right (and will be deemed to have accepted the right) to enforce the Terms of Use in this mobile application license contained in these Terms of Use against you as a third-party beneficiary thereof.   
    • Ownership; License; and Restrictions. The Services and all rights, title, and interest, including all related intellectual property rights therein are and shall remain the Company’s property or the property of our licensors. These Terms are not a sale and do not convey or grant to you any rights in or related to the Services, or any intellectual property rights owned by the Company or its licensors, except for the limited license granted herein. Subject to your compliance with these Terms, the Company grants you a limited, non-exclusive, non-sublicensable, revocable, non-transferable license to: (i) access and use the App solely in connection with your use of the Services on your personal device; and (ii) access and use any content, information and related materials that may be made available through the Services, in each case solely for your personal, noncommercial use. Any rights not expressly granted herein are reserved by the Company and the Company’s licensors. You agree that you will not use our copyrights, trademarks, service marks, or trade dress, aside from use incidental to your use of the Services, without our express, written permission. This prohibition includes use in domain names, websites, and social media accounts. You may not: (i) remove any copyright, trademark or other proprietary notices from any portion of the Services; (ii) reproduce, modify, prepare derivative works based upon, distribute, license, lease, sell, resell, transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit the Services except as expressly permitted by us; (iii) decompile, reverse engineer or disassemble the Services except as may be permitted by applicable law; (iv) link to, mirror or frame any portion of the Services; (v) cause or launch any programs or scripts for the purpose of, or which result in, unduly burdening or hindering the operation and/or functionality of any aspect of the Services; or (vi) attempt to gain unauthorized access to or impair any aspect of the Services or its related systems or networks. 
  3. Accessing the Services.
    1. User Accounts. In order to use most aspects of the Services, you must register for and maintain an active personal user account (an “Account”). Unless, in relation to a specific service, we specifically state otherwise: (i) you must be at least 18 years of age, or the age of legal majority in your jurisdiction (if different than 18), to obtain an Account, (ii) you may only possess one Account and (iii) you may not assign or otherwise transfer your Account to any other person or entity. We maintain the right to delete or deactivate duplicate accounts. You are responsible for all activity that occurs under your Account, and you agree to maintain the security and secrecy of your Account credentials at all times. You cannot register for or maintain an Account if you have previously been banned from accessing or using the Services. Account registration may require you to submit to us certain personal information, such as your name, address, still or live photo, mobile phone number, and age, as well as at least one valid payment method that you are authorized to use and is supported by the Company (“Account Information”). You are responsible for providing accurate Account Information and in certain instances, you may be asked to provide proof of age, identity, or other method of identity verification to access or use the Services. You may be denied access to, or use of, the Services if you refuse to provide (or we are unable to verify) proof of age, identity, or other method of identity verification. Additionally, you authorize your wireless carrier to use or disclose information about your account and your wireless device, if available, to us or its service providers for the duration of your business relationship, solely to help us identify you or your wireless device and to prevent fraud. We reserves the right, in our sole discretion, to disable or delete your account if after registration your account is not confirmed (where applicable), your account is unused and remains inactive for an extended period of time, if we detect someone may have used it without your permission and we are unable to confirm your ownership of the account, or where we are required to do so under applicable law. To the maximum extent permitted by applicable law, the Company and its affiliates assume no liability for such loss of access and use and will have no obligations related to such loss. For more information regarding our use of your personal information, please see our Privacy Notice. 
    2. Minors. You may not authorize third-parties to use your Account, and you may not allow persons under the age of 18 to use the Services unless they are accompanied by you or an adult. Please note: if there is an incident involving minors, in addition to any mandatory reporting obligations, we may also proactively report incidents to the applicable authorities. 
    3. Network Access and Devices. You are responsible for obtaining the data network access necessary to use the Services. Your mobile network’s data and messaging rates and fees may apply if you access or use the Services from your device. You are responsible for acquiring and updating compatible hardware or devices necessary to access and use the Services and any updates thereto. We do not guarantee that the Services, or any portion thereof, will function on any particular hardware or devices. In addition, the Services may be subject to malfunctions and delays inherent in the use of the Internet and electronic communications. We are not responsible for any resulting delays, delivery failures, or damage, loss, injury, or death. 
    4. User Representations. By using the Site, you represent and warrant that:
      1. all registration information you submit will be true, accurate, current, and complete;  
      2. you will maintain the accuracy of such information and promptly update such registration information as necessary;
      3. you have the legal capacity and you agree to comply with these Terms;  
      4. you are not under the age of 18;
      5. you will not access or use the Services through automated or non-human means, whether through a bot, script or otherwise;  
      6. you will not use the Services for any illegal or unauthorized purpose;  
      7. your access to or use of the Services will not violate any applicable law or regulation. 
    5. If you provide any information that is untrue, inaccurate, not current, or incomplete, we have the right to suspend or terminate your account and refuse any and all current or future use of the Services (or any portion thereof).  
  4. User Conduct and Requirements; Communications; and User Content.
    • User Conduct and Requirements. In addition to complying with these Terms, you agree to comply with all applicable laws when accessing or using the Services, and you may only access or use the Services for lawful purposes. You may not access or use the Services to cause nuisance, annoyance, inconvenience, damage, or loss to the Company, the Sherps, or any other party.
    • Limitations of the Services.  The activities listed in this Section 4.b. are outside the scope of employment of a Sherp and are not included in the Services (the “Excluded Services”). It is your obligation to ensure that the Sherps do not perform these Excluded Services. If you allow a Sherp, against our advice, to assist you in any of the listed activities, we are not responsible for any injury, death, or incident that may arise out of the assistance provided by the Sherps. The Excluded Services are:
      • Carrying or transporting of children or pets;
      • Setting up tents or umbrellas;
      • Walking within ten feet of a Sherp while he or she is transporting your belongings;
    • Communications with the Company. By creating an Account, you electronically agree to accept and receive communications from the Company, Sherps or third parties providing services to the Company including via email, text message, WhatsApp, calls, in-app communications, and push notifications to the telephone number(s) or email addresses you provided to us. You may also receive communications generated by automatic telephone dialing systems and/or which will deliver prerecorded or automated messages sent by or on behalf of us, and/or Sherps, including but not limited to communications concerning requests placed through your Account on the Services. Message and data rates may apply. You can learn more about how we may contact you by reading our Privacy Notice. 
    • Prohibited Activities. You may not access or use the Services for any purpose other than that for which we make the Services available. The Services may not be used in connection with any commercial endeavors except those that are specifically endorsed or approved by us. As a user of the Services, you agree not to:
      1. systematically retrieve data or other content from the App or Website to create or compile, directly or indirectly, a collection, compilation, database, or directory without written permission from us; 
      2. make any unauthorized use of the Services, including collecting usernames and/or email addresses of users by electronic or other means for the purpose of sending unsolicited email, or creating user accounts by automated means or under false pretenses; 
      3. use a buying agent or purchasing agent to make purchases on the App or Website; 
      4. use the App or Website to advertise or offer to sell goods and services;
      5. circumvent, disable, or otherwise interfere with security-related features of the App or Website, including features that prevent or restrict the use or copying of any content or enforce limitations on the use of the App or Website and/or the content contained therein; 
      6. engage in unauthorized framing of or linking to the App or Website;
      7. trick, defraud, or mislead us and other users, especially in any attempt to learn sensitive account information such as user passwords; 
      8. make improper use of our support services or submit false reports of abuse or misconduct;
      9. engage in any automated use of the system, such as using scripts to send comments or messages, or using any data mining, robots, or similar data gathering and extraction tools; 
      10. interfere with, disrupt, or create an undue burden on the App or Website or the networks or services connected to the App or Website; 
      11. attempt to impersonate another user or person or use the username of another user; 
      12. sell or otherwise transfer your profile; 
      13. use any information obtained from the Services in order to harass, abuse, or harm another person; 
      14. use the Services as part of any effort to compete with us or otherwise use the Services and/or the content for any revenue-generating endeavor or commercial enterprise; 
      15. decipher, decompile, disassemble, or reverse engineer any of the software comprising or in any way making up a part of the Services; 
      16. attempt to bypass any measures of the App or Website designed to prevent or restrict access to the Services, or any portion of the Services; 
      17. harass, annoy, intimidate, or threaten any of our employees or agents engaged in providing any portion of the Services to you; 
      18. delete the copyright or other proprietary rights notice from any content; 
      19. copy or adapt the App or Website’s software, including but not limited to Flash, PHP, HTML, JavaScript, or other code; 
      20. upload or transmit (or attempt to upload or to transmit) viruses, Trojan horses, or other material, including excessive use of capital letters and spamming (continuous posting of repetitive text), that interferes with any party’s uninterrupted use and enjoyment of the Services or modifies, impairs, disrupts, alters, or interferes with the use, features, functions, operation, or maintenance of the Services; 
      21. except as may be the result of standard search engine or Internet browser usage, use, launch, develop, or distribute any automated system, including without limitation, any spider, robot, cheat utility, scraper, or offline reader that accesses the Services, or using or launching any unauthorized script or other software; 
      22. disparage, tarnish, or otherwise harm, in our opinion, us and/or the Services; or
      23. use the Services in a manner inconsistent with any applicable laws or regulations. 
    • User Generated Contributions.The App and/or Website may invite you to chat, contribute to, or participate in blogs, message boards, online forums, and other functionality, and may provide you with the opportunity to create, submit, post, display, transmit, perform, publish, distribute, or broadcast content and materials to us or on the App and/or Website, including but not limited to text, writings, video, audio, photographs, graphics, comments, suggestions, or personal information or other material (collectively, “Contributions“).  You are responsible for the legality, reliability, and appropriateness of all of your Contributions. Contributions may be viewable by other users of the Services and through third-party websites. As such, any Contributions you transmit may be treated as non-confidential and non-proprietary. When you create or make available any Contributions, you thereby represent and warrant that:
      1. the creation, distribution, transmission, public display, or performance, and the accessing, downloading, or copying of your Contributions do not and will not infringe the proprietary rights, including but not limited to the copyright, patent, trademark, trade secret, or moral rights of any third party;
      2. you are the creator and owner of or have the necessary licenses, rights, consents, releases, and permissions to use and to authorize us, and other users of the Services to use your Contributions in any manner contemplated by the Services and these Terms;
      3. you have the written consent, release, and/or permission of each and every identifiable individual person in your Contributions to use the name or likeness of each and every such identifiable individual person to enable inclusion and use of your Contributions in any manner contemplated by the Services and these Terms;
      4. your Contributions are not false, inaccurate, or misleading
      5. your Contributions are not unsolicited or unauthorized advertising, promotional materials, pyramid schemes, chain letters, spam, mass mailings, or other forms of solicitation; 
      6. your Contributions are not obscene, lewd, lascivious, filthy, violent, harassing, libelous, slanderous, or otherwise objectionable (as determined by us);
      7. your Contributions do not ridicule, mock, disparage, intimidate, or abuse anyone
      8. viii.your Contributions do not advocate the violent overthrow of any government or incite, encourage, or threaten physical harm against another;
      9. your Contributions do not violate any applicable law, regulation, or rule;
      10. your Contributions do not violate the privacy or publicity rights of any third party; 
      11. your Contributions do not contain any material that solicits personal information from anyone under the age of 18 or exploits people under the age of 18 in a sexual or violent manner;
      12. your Contributions do not violate any federal or state law concerning child pornography, or otherwise intended to protect the health or well-being of minors;
      13. your Contributions do not include any offensive comments that are connected to race, national origin, gender, sexual preference, or physical handicap; and
      14. your Contributions do not otherwise violate, or link to material that violates, any provision of these Terms, or any applicable law or regulation. 
    • Any use of the Site in violation of the foregoing violates these Terms of Use and may result in, among other things, termination or suspension of your rights to use the Site.  
    • Intellectual Property. Unless otherwise indicated, the App and Website are our proprietary property and all source code, databases, functionality, software, website designs, audio, video, text, photographs, and graphics on the App and Website (collectively, the “Content”) and the trademarks, service marks, and logos contained therein (the “Marks”) are owned or controlled by us or licensed to us, and are protected by copyright and trademark laws and various other intellectual property rights and unfair competition laws of the United States, foreign jurisdictions, and international conventions. The Content and the Marks are provided on the Site “AS IS” for your information and personal use only.  Except as expressly provided in these Terms, no part of the App or Website and no Content or Marks may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever, without our express prior written permission. Provided that you are eligible to use the Services, you are granted a limited license to access and use the Services and to download or print a copy of any portion of the Content to which you have properly gained access solely for your personal, non-commercial use. We reserve all rights not expressly granted to you in and to the App, Website, Content, and the Marks.
    • Guidelines for Reviews. We may provide you areas on the App or Website to leave reviews or ratings. When posting a review, you must comply with the following criteria:
      • you should have firsthand experience with the person/entity being reviewed;  
      • your reviews should not contain offensive profanity, or abusive, racist, offensive, or hate language;  
      • your reviews should not contain discriminatory references based on religion, race, gender, national origin, age, marital status, sexual orientation, or disability; 
      • your reviews should not contain references to illegal activity;  
      • you should not be affiliated with competitors if posting negative reviews;  
      • you should not make any conclusions as to the legality of conduct;  
      • you may not post any false or misleading statements;  
      • viii.you may not organize a campaign encouraging others to post reviews, whether positive or negative.  
    • We may accept, reject, or remove reviews in our sole discretion. We have absolutely no obligation to screen reviews or to delete reviews, even if anyone considers reviews objectionable or inaccurate. Reviews are not endorsed by us, and do not necessarily represent our opinions or the views of any of our affiliates or partners.  
    • We do not assume liability for any review or for any claims, liabilities, or losses resulting from any review. By posting a review, you hereby grant to us a perpetual, non-exclusive, worldwide, royalty-free, fully-paid, assignable, and sublicensable right and license to reproduce, modify, translate, transmit by any means, display, perform, and/or distribute all content relating to reviews.
  5. Payment.
    • Prices & Charges. Your use of the Services may result in charges to you for the Services you receive from us (“Charges”). We will enable your payment of the applicable Charges for your use of the Services. Charges will include applicable taxes where required by law. Charges may include other applicable fees such as service fees, cancellation fees, and/or surcharges. Further, Charges applicable in certain geographical areas may increase substantially during times of high demand or due to other marketplace factors. 
    • We retain the right to increase and decrease Charges for services provided when warranted. For example, we may collect lower or higher Charges where the actual number of trips required differs from the number of trips listed in the original request for Services. You agree to pay such higher or lower Charges associated with such differences. 
    • Your payment will be processed using a third-party payment processing provider (the “Payment Processor”). All terms and conditions of the Payment Processor are incorporated by reference to these Terms.You may be subject to additional fees imposed by the Payment Processor in connection with processing your payment. We are not responsible for any of these fees and disclaims all liability for such fees. You should review the Payment Processor’s terms of use before using such payment method. 
    • As between you and us, we reserve the right to establish or adjust Charges for any or all services obtained through the use of the Services at any time. We will use reasonable efforts to inform you of Charges that may apply, provided that you will be responsible for Charges incurred under your Account, regardless of your awareness of such Charges or the amounts thereof. 
    • Refunds. Charges paid by you are final and non-refundable, unless otherwise determined by us. If you have any requests for cancellations or refunds, or if you think a correction should be made to any Charge you incurred, please contact us (contact information is on the Website) to initiate such requests within 30 days after the Charge took place or we will have no further responsibility and you waive your right to later dispute the amounts charged. 
    • Promotional Offers. Certain users may, from time to time, receive promotional offers and discounts that result in different amounts charged for the same or similar services obtained through the use of the Services, and you agree that such promotional offers and discounts, unless also made available to you, shall have no bearing on your use of the Services or the Charges applied to you. Promotional offers and discounts are subject to change or withdrawal at any time and without notice. 
    • Gratuity. Except for amounts provided by you through the Services as part of the “tip” feature, we do not designate any portion of your payment as a tip or gratuity to a Sherp. You understand and agree that, while you are free to provide additional payment as a gratuity to any Sherp who provides you with services obtained through the Service, you are under no obligation to do so. 
  6. Modifications and Interruptions.
    • Modifications. We reserve the right to modify the Terms at any time, by updating the “Last Updated” date of these Terms of Service or the applicable Supplemental Terms, and all changes will become effective upon posting an updated version of the applicable Terms in the App or on the Website. By accessing or using the Services, you waive any right to receive specific notice of each such change. You should regularly review these Terms, as your continued use of the Services after any such changes constitutes your agreement to such changes. 
    • Interruptions. The Services may be affected by hardware, software, or other problems or need to perform maintenance related to the App, resulting in interruptions, delays, or errors. We reserve the right to change, revise, update, suspend, discontinue, or otherwise modify the Services at any time or for any reason without notice to you. You agree that we have no liability whatsoever for any loss, damage, or inconvenience cause by your inability to access or use the Services during any downtime or discontinuance of the Services. Nothing in these Terms will be construed to obligate us to maintain and support the Services or to supply any corrections, updates, or releases in connection therewith.
  7. Term and Termination. These Terms shall remain in full force and effect while you use or access the Services. By accessing or using the Services, you are confirming your agreement to be bound by the then-current Terms. If, at any point, you do not agree to the Terms, do not access or use the Services. We, in our sole discretion, may immediately terminate these Terms or any Services with respect to you, or generally cease offering or deny access to the Services or any portion thereof, at any time, and for any reason. If we terminate or suspend your account for any reason, you are expressly prohibited from registering and creating a new account under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party. In addition to terminating or suspending your account, we reserve the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive remedies.
  8. Dispute Resolution.
    • Informal Negotiations. To expedite resolution and control the cost of any dispute, controversy, or claim related to these Terms (each a “Dispute” and collectively, the “Disputes”) brought by either you or us (individually, a “Party” and collectively, the “Parties”), the Parties agree to first attempt to negotiate any Dispute (except those Disputes expressly provided in this Section 8) informally for at least 180 days before initiating arbitration. Such informal negotiations commence upon written notice from one Party to the other Party.
    • Binding Arbitration. If the Parties are unable to resolve a Dispute through formal negotiations, the Dispute (except those Disputes expressly provided in this Section 8) will be finally and exclusively resolved by binding arbitration. YOU UNDERSTAND THAT WITHOUT THIS PROVISION, YOU WOULD HAVE THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL. The arbitration shall be commenced and conducted under the Commercial Arbitration Rules of the American Arbitration Association (“AAA”) and, where appropriate, the AAA’s Supplementary Procedures for Consumer Related Disputes ( “AAA Consumer Rules”), both of which are available at the AAA website www.adr.org. Your arbitration fees and your share of arbitrator compensation shall be governed by the AAA Consumer Rules and, where appropriate, limited by the AAA Consumer Rules. The arbitration may be conducted in person, through the submission of documents, by phone, or online. The arbitrator will make a decision in writing, but need not provide a statement of reason unless requested by either Party. The arbitrator must follow applicable law, and any award may be challenged if the arbitrator fails to do so. Except where otherwise required by the applicable AAA rules or applicable law, the arbitration will take place in Orange County, North Carolina. Except as otherwise provided herein, the Parties may litigate in court to compel arbitration, stay proceedings pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator. If for any reason, a Dispute proceeds in court rather than arbitration, the Dispute shall be commenced or prosecuted in the state and federal courts located in Orange County, North Carolina, and the Parties hereby consent to, and waiver all defenses of lack of personal jurisdiction, and forum non conveniens with respect to venue and jurisdiction in such state and federal courts. Application of the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transaction Act (UCITA) are excluded from these Terms. In no event shall any Dispute brought by either Party related in any way to the Services be commenced more than two (2) years after the cause of action arose. If this provision is found to be illegal or unenforceable, then neither Party will elect to arbitrate any Dispute falling within that portion of this provision found to be illegal or unenforceable and such Dispute shall be decided by a court of competent jurisdiction within the courts listed for jurisdiction herein, and the Parties agree to submit to the personal jurisdiction of that court.
    • Restrictions. The Parties agree that any arbitration shall be limited to the Dispute between the Parties individually. To the full extent permitted by applicable law, (a) no arbitration shall be joined with any other proceeding; (b) there is no right or authority for any Dispute to be arbitrated on a class-action basis or to utilize class action procedures; and (c) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons. 
    • Exceptions to Informal Negotiations and Arbitration. The Parties agree that the following Disputes are not subject to Sections 8a and 8b concerning informal negotiations and binding arbitration: (a) any Dispute seeking to enforce or protect, or concerning the validity of, any of the intellectual property rights of a Party; (b) any Dispute related to, or arising from, allegations of theft, piracy, invasion or privacy, or unauthorized use; and (c) any claim for injunctive relief. If this provision is found to be illegal or unenforceable, then neither Party will elect to arbitrate any Dispute falling within that portion of this provision found to be illegal or unenforceable and such Dispute shall be decided by a court of competent jurisdiction within the courts listed for jurisdiction herein, and the Parties agree to submit to the personal jurisdiction of that court.
  9. Disclaimer. THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” WE DISCLAIM ALL REPRESENTATIONS AND WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, NOT EXPRESSLY SET OUT IN THESE TERMS, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. IN ADDITION, SHERPS MAKES NO REPRESENTATION, WARRANTY, OR GUARANTEE REGARDING THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, OR AVAILABILITY OF THE SERVICES, OR THAT THE SERVICES WILL BE UNINTERUPTED OR ERROR-FREE. WE DO NOT GUARANTEE THE QUALITY, SUITABILITY, SAFETY, OR ABILITY OF SHERPS. YOU AGREE THAT THE ENTIRE RISK ARISING OUT OF YOUR USE OF THE SERVICES, AND ANY SERVICE OR GOOD REQUESTED OR OBTAINED FROM SHERPS IN CONNECTION THEREWITH, REMAINS SOLELY WITH YOU TO THE EXTENT PERMITTED UNDER APPLICABLE LAW. WE DO NOT CONTROL, MANAGE, OR DIRECT ANY SHERPS. SHERPS ARE NOT ACTUAL AGENTS, APPARENT AGENTS, OSTENSIBLE AGENTS, OR EMPLOYEES OF OURS. IF A DISPUTE ARISES BETWEEN YOU AND/OR ANY THIRD PARTY, YOU RELEASE US FROM LOSSES 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. WE DO NOT CONTROL, ENDORSE, OR TAKE RESPONSIBILITY FOR ANY USER CONTENT, OR THIRD-PARTY CONTENT AVAILABLE ON OR LINKED TO BY THE SERVICES. WE CANNOT AND DO NOT REPRESENT OR WARRANT THAT THE SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. OUR USE OF ALGORITHMS IN AN ATTEMPT TO PROVIDE SERVICES OR IMPROVE THE EXPERIENCE OF USERS AND THE SECURITY AND SAFETY OF THE SERVICES DOES NOT CONSTITUTE A GUARANTEE OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN TYPES OF WARRANTIES OR LIMITATIONS ON APPLICABLE STATUTORY RIGHTS OF A CONSUMER SO SOME OR ALL OF THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU. BUT IN SUCH A CASE, THE EXCLUSIONS AND LIMITATIONS SET FORTH IN THIS SECTION SHALL BE APPLIED TO THE GREATEST EXTENT ENFORCEABLE UNDER APPLICABLE LAW.
  10. Limitations of Liability. WE SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOST DATA, PERSONAL INJURY, OR DEATH, OR PROPERTY DAMAGE RELATED TO, IN CONNECTION WITH, OR OTHERWISE RESULTING FROM ANY USE OF THE SERVICES, REGARDLESS OR THE NEGLIGENCE (EITHER ACTIVE, AFFIRMATIVE, SOLE, OR CONCURRENT) OF US, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. WE SHALL NOT BE LIABLE FOR ANY DAMAGES, LIABILITY, OR LOSES ARISING OUT OF YOUR USE OF OR RELIANCE ON THE SERVICES OR YOUR INABILITY TO ACCESS OR USE THE SERVICES. WE SHALL NOT BE LIABLE FOR DELAY OR FAILURE IN PERFORMANCE RESULTING FROM CAUSES BEYOND OUR REASONABLE CONTROL. THE SERVICES MAY BE USED BY YOU TO REQUEST AND SCHEDULE GOODS TRANSPORTATION OR LOGISTICS SERVICES WITH SHERPS, BUT YOU AGREE THAT WE HAVE NO RESPONSIBILITY OR LIABILITY TO YOU RELATED TO ANY GOODS TRANSPORTATION OR LOGISTICS SERVICES PROVIDED TO OR NOT PROVIDED TO YOU BY SHERPS OTHER THAN AS EXPRESSLY SET FORTH IN THESE TERMS. THE LIMITATIONS AND DISCLAIMERS IN SECTIONS 9 AND 10 DO NOT PURPORT TO LIMIT LIABILITY OR ALTER YOUR RIGHTS AS A CONSUMER THAT CANNOT BE EXCLUDED UNDER APPLICABLE LAW. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES OR JURISDICTIONS, OUR LIABILITY SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW. THIS PROVISION SHALL HAVE NO EFFECT ON OUR CHOICE OF LAW PROVISION SET FORTH HEREIN. 
  11. Indemnification. You agree to defend, indemnify, and hold us and our affiliates and their officers, directors, employees, and agents harmless from and against any and all actions, claims, demands, losses, liabilities, costs, damages, and expenses (including attorneys’ fees), arising out of or in connection with: (i) your use of the Services or services or goods obtained through your use of the Services; (ii) your breach or violation of any of these Terms; (iii) our use of your Content; (iv) your violation of the rights (including but not limited to intellectual property rights) of any third party, including Sherps; (v) any breach of your representations and warranties set forth in these Terms; and/or (vi) any overt harmful act toward any other user of the App or Website with whom you connected via the App and/or Website. Notwithstanding the foregoing, we reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate, at your expense, with our defense of such claims. We will use reasonable efforts to notify you of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it. 
  12. General Provisions.
    • Governing Law. These Terms and your use of and access to the Services are governed by and construed in accordance with the laws of the State of North Carolina without regard to its conflict of laws principles.
    • Notice. We may give notice by means of a general notice on or through the Services, electronic mail to the email address associated with your Account, telephone or text message to any phone number provided in connection with your Account, or by written communication sent by first class mail or pre-paid post to any address connected with your Account. Such notice shall be deemed to have been given upon the expiration of 72 hours after mailing or posting (if sent by first-class mail or pre-paid post) or at the time of sending (if sent by email, telephone, or on or through the Services). Notwithstanding the foregoing, notice of any modifications to these Terms shall be effective upon posting an updated version of these Terms on our Website or through the Services. You may give notice to us, which such notice deemed given when received by us, at any time by first-class mail or pre-paid post to our current address, which is located on the Website. If another provision of these Terms addresses specific notice (for example, notice of updates to these Terms, or notice of a dispute or arbitration demand), those specific notice provisions shall prevail to the extent there is any conflict or inconsistency between those provisions and this notice provision. 
    • Assignment. You may not assign these Terms without our prior written approval. We may assign these Terms without your consent to: (i) a subsidiary or affiliate; (ii) an acquirer of our equity, business or assets; or (iii) a successor by merger. Any purported assignment by you in violation of this Section shall be void. No joint venture, partnership, employment, or agency relationship exists between you, us, or any third-party provider as a result of these Terms or use of the Services.  
    • Severability. If any provision of these Terms is determined to be unenforceable or invalid, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect. 
    • Waiver. Except as provided herein the failure to exercise a right or to require the performance of an obligation under these Terms shall not affect a party’s ability to exercise such right or require such performance at any time thereafter nor shall the waiver of a breach constitute a waiver of any subsequent breach.
    • You agree that these Terms will not be construed against us by virtue of having drafted them. You hereby waive any and all defenses you may have based on the electronic form of these Terms and the lack of signing by the parties hereto to execute these Terms.