Terms of Service

These Terms of Service (“Terms”) apply to your access and use of (i) the website located at goodship.io (or any successor links) and all associated web pages and websites (the “Site”) provided by GoodShip Inc. (“GoodShip,” “we,” or “us”), and (ii) the services sold or otherwise provided by GoodShip (together with the Site, “Services”). By executing an Order Form and/or accepting Services, you (“you” or “Customer”) agree to these Terms.

BY AGREEING TO THESE TERMS, YOU AND GOODSHIP AGREE TO RESOLVE MOST DISPUTES SOLELY ON AN INDIVIDUAL BASIS AND NOT AS A CLASS ARBITRATION, CLASS ACTION, ANY OTHER KIND OF REPRESENTATIVE PROCEEDING, OR BY JURY TRIAL. IF YOU DO NOT WISH TO ARBITRATE DISPUTES WITH GOODSHIP, YOU MAY OPT OUT OF ARBITRATION BY FOLLOWING THE INSTRUCTIONS PROVIDED IN SECTION 14(L). If you do not agree to these Terms, do not use our Services.

We may indicate that different or additional terms, conditions, guidelines, policies, or rules apply in relation to some of our Services (“Supplemental Terms”). Any Supplemental Terms become part of your agreement with us if you use the applicable Services and govern the applicable Service they relate to. If there is a conflict between these Terms and the Supplemental Terms, the Supplemental Terms will control to the extent of such conflict for the applicable Service.

We may make changes to these Terms. The “Last Updated” date above indicates when these Terms were last changed. If we make changes in the future, we may provide you with notice of such changes, such as by sending an email, providing a notice through our Services, or updating the date at the top of these Terms. Unless we say otherwise in our notice, the amended Terms will be effective immediately, and your continued use of our Services after we provide such notice will confirm your acceptance of the changes. If you do not agree to the amended Terms, you must immediately stop using our Services.

1. SAAS SERVICES AND SUPPORT

1.1 Subject to these Terms, GoodShip will use commercially reasonable efforts to provide the Services. As part of the registration process, you will identify an administrative user name and password for your GoodShip account. GoodShip reserves the right to refuse registration of, or cancel user names and passwords it deems inappropriate.

1.2 You may provide certain information to GoodShip in connection with your access or use of our Services, or we may otherwise collect certain information about you when you access or use our Services. You agree to receive emails from GoodShip via the Services using the email address you provide in connection with the Services. You represent and warrant that any information that you provide to GoodShip in connection with the Services is accurate. 

1.3 For information about how we collect, use, share and otherwise process your information, please see our Privacy Policy here.

2. ELIGIBILITY AND USE RESTRICTIONS

2.1 If you use our Services on behalf of another person or entity, (a) all references to “you” or “Customer” throughout these Terms (other than in this Section 2.1) will include that person or entity, (b) you represent that you are authorized to accept these Terms on that person’s or entity’s behalf, and (c) in the event you or that person or entity violate these Terms, that person or entity also agrees to be responsible to us.

2.2 You may only use our Services in jurisdictions authorized by GoodShip. Use of our Services is currently authorized only in the United States.

2.3 Our Services are provided for your internal business use and not for the benefit or use of any third party. GoodShip may enable you to designate authorized individuals (“Authorized Users”) to use our Services, and only Authorized Users may use our Services. You will be solely responsible for their Authorized Users and your activity in connection with the Services.

3. RESTRICTIONS AND RESPONSIBILITIES

3.1 You will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any software, documentation or data related to the Services (“Software”); use any data mining, robots, or similar data gathering or extraction methods designed to scrape or extract data from our Services except to compile generally available information for publicly available search results; modify, translate, or create derivative works based on the Services or any Software (except to the extent expressly permitted by GoodShip or authorized within the Services); use the Services or any Software for time sharing or service bureau purposes or otherwise for the benefit of a third; remove any proprietary notices or labels; develop or use any applications or software that interact with our Services without our prior written consent; link to any online portion of the Services in a manner that damages or exploits, in our sole discretion, our reputation or suggests any form or association, approval, or endorsement by GoodShip; or use our Services in any manner that could interfere with, disrupt, negatively affect, or inhibit other customers from using our Services or that could damage, disable, overburden, or impair the functioning of our Services.

3.2 Further, you may not remove or export from the United States or allow the export or re-export of the Services, Software or anything related thereto, or any direct product thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority. As defined in FAR section 2.101, the Software and documentation are “commercial items” and according to DFAR section 252.2277014(a)(1) and (5) are deemed to be “commercial computer software” and “commercial computer software documentation.” Consistent with DFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of these Terms and will be prohibited except to the extent expressly.

3.3 You represent, covenant, and warrant that (i) you will use the Services only in compliance with GoodShip’s standard published policies then in effect and all applicable laws and regulations and (ii) GoodShip’s processing of your data in accordance with these Terms will not infringe, misappropriate or violate any intellectual property rights or other rights of any third party or violate, or cause GoodShip to violate, applicable laws, rules, or regulations. Although GoodShip has no obligation to monitor your use of the Services, GoodShip may do so and may prohibit any use of the Services it believes may be (or alleged to be) in violation of the foregoing.

3.4 You shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, “Equipment”). You shall also be responsible for maintaining the security of the Equipment, your account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of your account or the Equipment with or without your knowledge or consent.

4. THIRD PARTY CONTENT AND OFFERINGS

4.1 Third-party code may be utilized in connection with the Services that may be subject to open-source licenses (“Open-Source Software”). The Open-Source Software is licensed to us under the terms of the license that accompanies such Open-Source Software and may be licensed to you under the terms of the same license or through other terms. Nothing in the Terms limits your rights under, or grants you rights that supersede, the terms and conditions of any applicable license for such Open-Source Software.

4.2 We may further provide information about or links to third-party products, services, activities, or events, or we may allow third parties to make their content, information, or offerings available on or through the Services (collectively, “Third-Party Content”). We provide Third-Party Content for those interested in such content, but your dealings or correspondence with third parties and your use of or interaction with any Third-Party Content are solely between you and the third party.

4.3 We have no obligation to monitor Third-Party Content, and we may block or disable access to any Third-Party Content (in whole or part) through our Services at any time. Your access to and use of such Third-Party Content may be subject to additional terms, conditions, and policies applicable to such Third-Party Content (including terms of service or privacy policies of the providers of such Third-Party Content). You are responsible for obtaining and maintaining any computer hardware, equipment, network services and connectivity, telecommunications services, and other products and services necessary to access and use the Services.

5. PAYMENT OF FEES

5.1 You may choose to purchase paid Services from GoodShip by agreeing to Supplemental Terms for those Services. If you choose to do this, you will pay GoodShip the then applicable fees described in the Supplemental Terms for the purchased Services in accordance with the terms therein (the “Fees”). If your use of the Services exceeds the service capacity set forth in your order or otherwise requires the payment of additional fees, you shall be billed for such usage and you agree to pay the additional fees in the manner provided herein. GoodShip reserves the right to change the Fees or applicable charges and to institute new charges and Fees upon thirty (30) days prior notice (which may be sent by email). If you believe GoodShip has billed you incorrectly, contact GoodShip no later than 60 days after the closing date on the first billing statement in which the error or problem appeared, in order to receive an adjustment or credit. Inquiries should be directed to GoodShip’s customer support department.

5.2 If you choose to make a purchase via credit card, you will be asked to supply certain relevant information, such as your payment card number and its expiration date and billing address, to us or our payment processors. You represent and warrant that you have the right to use any payment card you submit in connection with a transaction. GoodShip may receive updated information from your issuing bank or our payment service provider about any payment method stored with us. You authorize us to charge the provided payment method, including any updated payment method information we receive, for any charges you are responsible for under these Terms or Supplemental Terms. Verification of information may be required prior to the acknowledgment or completion of any transaction. You will pay all charges incurred by you or on your behalf through the Services, at the prices in effect when such charges are incurred, including all taxes charges applicable to the transactions. In the event legal action is necessary to collect on balances due, you will reimburse us and our vendors or agents for all expenses incurred to recover sums due, including attorneys’ fees and other legal expenses.

5.3 GoodShip may choose to bill through an invoice, in which case, full payment for invoices issued in any given month must be received by GoodShip thirty (30) days (or as specified in any applicable Supplemental Terms) after the mailing date of the invoice. You shall be responsible for all taxes associated with Services other than U.S. taxes based on GoodShip’s net income.

6. OWNERSHIP; ACCESS RIGHTS

The Services, including the text, graphics, images, photographs, videos, illustrations, and other content contained therein, and all intellectual property rights in and to the Services are owned by GoodShip or our licensors and are protected under both United States and foreign laws. Except as explicitly stated in these Terms, all rights in and to the Services and intellectual property rights in the Services are reserved by us or our licensors. Subject to your compliance with these Terms, you are hereby granted a limited, nonexclusive, nontransferable, non-sublicensable, revocable right to access and use our Services. Any use of the Services other than as specifically authorized herein, without our prior written permission, is strictly prohibited and will terminate the rights granted herein and violate our intellectual property rights.

7.  TRADEMARKS

You acknowledge and agree that GoodShip, its affiliates, and its licensors own all intellectual property rights in and to the GoodShip name, the GoodShip logo, the G Logo, and our product or service names, slogans, trade dress, domain names, and the look and feel of the Services (collectively, the “Marks”) and, except to the extent expressly granted in this Agreement or separately in writing by GoodShip, Goodship reserves all right, title and interest in and to the Marks. All other trademarks, registered trademarks, product names, and company names or logos mentioned on or in connection with the Services are the property of their respective owners. Reference to any products, services, processes, or other information by trade name, trademark, manufacturer, supplier, or otherwise does not constitute or imply endorsement, sponsorship, or recommendation by us.

8.  FEEDBACK

You may voluntarily post, submit, or otherwise communicate to us any questions, comments, suggestions, ideas, original or creative materials, or other information about GoodShip or our Services (collectively, “Feedback”). You understand and agree that we may use such Feedback for any purpose, commercial or otherwise, without acknowledgment or compensation to you, including to improve or develop products or services in GoodShip’s sole discretion. GoodShip will exclusively own all works or improvements based on any Feedback. You understand that GoodShip may treat Feedback as nonconfidential.

9.  MODIFYING AND TERMINATING OUR SERVICES

We reserve the right to modify our Services or to suspend or terminate the provision of all or any part of our Services at any time; modify, or waive any fees required to use the Services; or offer opportunities to some or all end users of the Services. We may provide you with notice in advance of the suspension or discontinuation of all or part of our Services, such as by sending an email or providing a notice through our Services. All modifications and additions to the Services will be governed by these Terms (and any applicable Supplemental Terms), unless otherwise expressly stated by GoodShip in writing. You also have the right to stop using our Services at any time, and you may terminate these Terms by ceasing use of our Services.

10. WARRANTY AND DISCLAIMER

NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THESE TERMS, GOODSHIP DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE, NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES. EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” AND GOODSHIP DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

11. INDEMNITY

To the fullest extent permitted by applicable law, you will indemnify and hold harmless GoodShip and our subsidiaries and affiliates, and each of our respective officers, directors, agents, partners, and employees (individually and collectively, the “GoodShip Parties”) from and against any losses, liabilities, claims, demands, damages, expenses or costs (including attorneys’ fees) associated with claims, demands or other actions arising out of or related to (a) your access to or use of the Services; (b) your Feedback; (c) your violation of these Terms; (d) your violation, misappropriation, or infringement of any rights of another (including intellectual property rights or privacy rights); or (e) your conduct in connection with the Services. The GoodShip Parties will have control of the defense or settlement, at GoodShip’s sole option, of any third-party claims. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between you and GoodShip or the other GoodShip Parties.

12. LIMITATION OF LIABILITY

12.1 To the fullest extent permitted by applicable law, GoodShip and the other GoodShip Parties will not be liable to you under any theory of liability—whether based in contract, tort, negligence, strict liability, warranty, or otherwise—for any indirect, consequential, exemplary, incidental, punitive, or special damages or lost profits, even if GoodShip or the other GoodShip Parties have been advised of the possibility of such damages.

12.2 The total liability of GoodShip and the other GoodShip Parties for any claim arising out of or relating to these Terms or our Services, regardless of the form of the action, is limited to the greater of $500 or the amount paid by you to GoodShip for use our Services in the six months preceding the date on which the first claim giving rise to liability arose.

12.3 The limitations set forth in this Section 12 will not limit or exclude liability for the gross negligence, fraud, or intentional misconduct of GoodShip or the other GoodShip Parties or for any other matters in which liability cannot be excluded or limited under applicable law. Additionally, some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitations or exclusions may not apply to you.

13. RELEASE

To the fullest extent permitted by applicable law, you release GoodShip and the other GoodShip Parties from responsibility, liability, claims, demands, and/or damages (actual and consequential) of every kind and nature, known and unknown (including claims of negligence), arising out of or related to disputes between users and the acts or omissions of third parties. If you are a consumer who resides in California, you hereby waive your rights under California Civil Code § 1542, which provides: “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.”

14. DISPUTE RESOLUTION; BINDING ARBITRATION

PLEASE READ THIS SECTION CAREFULLY BECAUSE IT REQUIRES YOU AND GOODSHIP TO ARBITRATE CERTAIN DISPUTES AND CLAIMS AND LIMITS THE MANNER IN WHICH YOU AND GOODSHIP CAN SEEK RELIEF FROM EACH OTHER. ARBITRATION PRECLUDES YOU AND GOODSHIP FROM SUING IN COURT OR HAVING A JURY TRIAL. YOU AND GOODSHIP AGREE THAT ARBITRATION WILL BE SOLELY ON AN INDIVIDUAL BASIS AND NOT AS A CLASS ARBITRATION, CLASS ACTION, OR ANY OTHER KIND OF REPRESENTATIVE PROCEEDING. GOODSHIP AND YOU ARE EACH WAIVING THE RIGHT TO TRIAL BY A JURY. 

THE PARTIES ACKNOWLEDGE THAT THE TERMS OF THIS SECTION ARE INTENDED TO REDUCE THE FINANCIAL BURDENS ASSOCIATED WITH RESOLVING THEIR DISPUTES AND ARE NOT INTENDED TO DELAY ADJUDICATION OF ANY PARTY’S CLAIMS.

FOLLOW THE INSTRUCTIONS BELOW, IN SECTION 14(l), IF YOU WISH TO OPT OUT OF THE REQUIREMENT OF ARBITRATION ON AN INDIVIDUAL BASIS. NO CLASS OR REPRESENTATIVE ACTIONS OR ARBITRATIONS ARE ALLOWED UNDER THESE TERMS.

14.1 Claims This Section Applies To. The dispute resolution and binding arbitration terms in this Section 14 apply to all Claims between you and GoodShip. A “Claim” is any dispute, claim, or controversy (excluding those exceptions listed below) between you and GoodShip, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, that either party wishes to seek legal recourse for and that arises from or relates to these Terms or the Services, including any privacy or data security claims or claims related to the validity, enforceability, or scope of the arbitration requirement or any portion of it.

14.2 Informal Dispute Resolution Prior to Arbitration. If you have a Claim against GoodShip or if GoodShip has a Claim against you, you and GoodShip will first attempt to resolve the Claim informally in order to try and resolve the Claim faster and reduce costs for both parties. You and GoodShip will make a good-faith effort to negotiate the resolution of any Claim for 30 days, or such longer period as mutually agreed in writing (email suffices) by the parties, (“Informal Resolution Period”) from the day either party receives a written notice of a dispute from the other party (a “Claimant Notice”) in accordance with these Terms.

You will send any Claimant Notice to GoodShip by certified mail addressed to GoodShip Inc., Attn: Legal Department, PO Box 150667, Nashville, TN 37215 or by email to bizops@goodship.io. GoodShip will send any Claimant Notice to you by certified mail or email using the contact information you have provided to GoodShip. The Claimant Notice sent by either party must (i) include the sender’s name, address, email address, and telephone number; (ii) describe the nature and basis of the Claim; and (iii) set forth the specific relief sought.

The Informal Resolution Period is designed to allow the party who has received a Claimant Notice to make a fair, fact-based offer of settlement if it chooses to do so. You or GoodShip cannot proceed to arbitration before the end of the Informal Resolution Period. If you or GoodShip file a Claim in court or proceed to arbitration without complying with the requirements in Section 14, including waiting until the conclusion of the Informal Resolution Period, the other party reserves the right to seek relief from a court to enjoin the filing and seek damages from the party that has not followed the requirements in this Section to reimburse it for any arbitration fees and costs already incurred as a foreseeable consequence of that breach. 

The statute of limitations and any filing fee deadlines for a Claim will be tolled for the duration of the Informal Resolution Period for that Claim so that the parties can engage in this informal dispute-resolution process.

14.3 Claims Subject to Binding Arbitration; Exceptions. Except for individual disputes that qualify for small claims court (provided that the small-claims court does not permit class or similar representative actions or relief) and any disputes exclusively related to the intellectual property or intellectual property rights of you or GoodShip, including any disputes in which you or GoodShip seek injunctive or other equitable relief for the alleged unlawful use of your or GoodShip’s intellectual property or other infringement of your or GoodShip’s intellectual property rights (“IP Claims”), all Claims, including Claims that are not related to intellectual property or intellectual property rights but are jointly filed with IP Claims, that are not resolved in accordance with Section 14(b) will be resolved by a neutral arbitrator through final and binding arbitration instead of in a court by a judge or jury. Such Claims include, without limitation, disputes arising out of or relating to interpretation or application of this arbitration provision, including the enforceability, revocability, or validity of the arbitration provision or any portion of the arbitration provision. The arbitrator will have the authority to grant any remedy or relief that would otherwise be available in court.

14.4 Binding Individual Arbitration. Subject to the terms of this section, Claims may only be settled by binding individual arbitration conducted by the American Arbitration Association (the “AAA”), https://adr.org/, according to the Federal Arbitration Act, 9 U.S.C. § 1, et seq., (“FAA”). For Claims arbitrated by the AAA, if you are a “Consumer,” meaning that you only use the Services for personal, family, or household purposes, the then-current version of the AAA’s Consumer Arbitration Rules are the rules applicable to Claims between you and GoodShip as modified by these Terms (the “Rules”). For Claims arbitrated by the AAA, if you are not a Consumer, the then-current version of the AAA’s Commercial Arbitration Rules and Mediation Procedures are the Rules applicable to Claims between you and GoodShip as modified by these Terms.

These Terms affect interstate commerce, and the enforceability of this Section 14 will be substantively and procedurally governed by the FAA to the extent permitted by law. As limited by the FAA, these Terms, and the Rules, the arbitrator will have exclusive authority to make all procedural and substantive decisions regarding any Claim and to grant any remedy that would otherwise be available in court, including the power to determine the question of arbitrability. To the fullest extent allowed by applicable law, the arbitrator may only award legal or equitable remedies that are individual to you or GoodShip to satisfy one of our individual Claims (that the arbitrator determines are supported by credible relevant evidence).

14.5 Arbitration Procedure and Location. You or GoodShip may initiate arbitration of any Claim not resolved during the Informal Resolution Period by filing a demand for arbitration with AAA in accordance with the Rules.

Instructions for filing a demand for with AAA are available on the AAA website or by calling AAA at 800-778-7879. You will send a copy of any demand for arbitration to GoodShip by certified mail addressed to GoodShip Inc., Attn: Legal Department, PO Box 150667, Nashville, TN 37215 or by email to bizops@goodship.io. GoodShip will send any demand for arbitration to you by certified mail or email using the contact information you have provided to GoodShip.

The arbitration will be conducted by a single arbitrator in the English language. You and GoodShip both agree that the arbitrator will be bound by these Terms.

For Claims in which the claimant seeks less than USD $10,000, the arbitrator will decide the matter solely based on written submissions, without a formal hearing, unless the arbitrator decides that a formal hearing is necessary. For Claims in which the claimant seeks USD $10,000 or more, or smaller matters in which the arbitrator determines a hearing to be necessary, hearings will be conducted by video or telephone, unless the arbitrator determines an in-person hearing to be necessary. If an in-person hearing is required and you reside in the United States, the hearing will take place in Wilmington, DE, unless you are a Consumer and the arbitrator determines that this would pose a hardship for you, in which case the in-person hearing may be conducted in the claimant’s state and county of residence. If you reside outside the United States, the site of any in-person hearing will be determined by the applicable Rules.

The arbitrator (not a judge or jury) will resolve all Claims in arbitration. Unless you and GoodShip agree otherwise, any decision or award will include a written statement stating the decision of each Claim and the basis for the award, including the arbitrator’s essential factual and legal findings and conclusions.

An arbitration award, and any judgment confirming it, apply only to that specific case; it cannot be used or offered as precedent in any other case except to enforce the award itself unless the parties agree prior to issuance of the award. Any arbitration decision or award may be enforced as a final judgment by any court of competent jurisdiction or, if applicable, application may be made to such court for judicial confirmation of any award and an order of enforcement.

14.6 Arbitration Fees. Each party will be responsible for arbitration fees in accordance with the applicable Rules and these Terms.

14.7 Frivolous or Improper Claims. To the extent permitted by applicable law, a claimant must pay all costs incurred by the defending party, including any attorney’s fees, related to a Claim if an arbitrator determines that (i) the Claim was not warranted by existing law or by a nonfrivolous argument or (ii) the Claim was filed in arbitration for any improper purpose, such as to harass the defending party, cause unnecessary delay, or needlessly increase the cost of dispute resolution.

14.8 Offers of Settlement. Either party may, but is not obligated to, make a written settlement offer for a Claim. If an arbitration decision or award is later issued that is less favorable to a party than the last written offer of settlement that party did not accept, that party must pay all costs and fees—including arbitration, attorney, and expert fees—incurred by the other party after the written settlement offer was made. The terms of any settlement offer may not be disclosed to an arbitrator until after the arbitrator issues a decision or award on the Claim.

14.9 One Year to Assert Claims. To the extent permitted by law, any Claim by you or GoodShip against the other must be filed within one year after such Claim arises; otherwise, the Claim is permanently barred, which means that you or GoodShip will no longer have the right to assert that Claim.

14.10 Confidentiality. If you or GoodShip submits a Claim to arbitration, you and GoodShip agree to cooperate to seek from the arbitrator protection for any confidential, proprietary, trade secret, or otherwise sensitive information, documents, testimony, and other materials that might be exchanged or the subject of any discovery in the arbitration. You and GoodShip agree to seek such protection before any such information, documents, testimony, or materials are exchanged or otherwise become the subject of discovery in the arbitration.

14.11 Mass Arbitrations. If 25 or more Claimant Notices are received by a party that raise similar claims and have the same or coordinated counsel, these will be considered “Mass Arbitrations” and will be treated as mass arbitrations according to the AAA’s Mass Arbitration Supplementary Rules, if and to the extent Mass Arbitrations are filed in arbitration as set forth in these Terms. You or GoodShip may advise the other of your or GoodShip’s believe that Claims are Mass Arbitrations, and disputes over whether a Claim meets the definition of “Mass Arbitrations” will be decided by the arbitration provider as an administrative matter. To the extent either party is asserting the same Claim as other persons and are represented by common or coordinated counsel, that party waives any objection that the joinder of all such persons is impracticable. The following procedures are intended to supplement the AAA’s Mass Arbitration Supplementary Rules, and to the extent the procedures conflict with those Rules, to supersede them.

Mass Arbitrations may only be filed in arbitration as permitted by the process set forth below. Applicable statutes of limitations will be tolled for Claims asserted in Mass Arbitrations from the time a compliant Claimant Notice has been received by a party until these Terms permits such Mass Arbitration to be filed in arbitration or court.

Initial Bellwether: The bellwether process set forth in this section will not proceed until counsel representing the Mass Arbitrations has advised the other party in writing (email suffices) that all or substantially all the Claimant Notices for the Mass Arbitrations have been submitted.

After that point, counsel for the parties will select [30] Mass Arbitrations to proceed in arbitration as a bellwether to allow each side to test the merits of its arguments. Each side will select [15] claimants who have provided compliant Claimant Notices for this purpose, and only those chosen cases may be filed with the arbitration provider. The parties acknowledge that resolution of some Mass Arbitrations will be delayed by this bellwether process. Any remaining Mass Arbitrations shall not be filed or deemed filed in arbitration, nor shall any arbitration fees be assessed in connection with those Claims, unless and until they are selected to be filed in individual arbitration proceedings as set out in this Section 14(k).

A single arbitrator will preside over each Mass Arbitration chosen for a bellwether proceeding, and only one Mass Arbitration may be assigned to each arbitrator as part of a bellwether process unless the parties agree otherwise.

Mediation: Once the arbitrations that are part of the bellwether process have concluded (or sooner if the claimants and the other party agree), counsel for the parties must engage in a single mediation of all remaining Mass Arbitrations, with the mediator’s fee paid for by GoodShip. Counsel for the claimants and the other party must agree on a mediator within 30 days after the conclusion of the last bellwether arbitration. If counsel for the claimants and the other party cannot agree on a mediator within 30 days, the arbitration provider will appoint a mediator as an administrative matter. All parties will cooperate for the purpose of ensuring that the mediation is scheduled as quickly as practicable after the mediator is appointed.

Remaining Claims: If the mediation process concludes with 100 or more unresolved Mass Arbitrations remaining, any party to a remaining Mass Arbitration may elect to no longer have the arbitration requirement in this Section 14 apply to all remaining Mass Arbitrations for which a compliant Claimant Notice was received by the other party but that were not resolved in the bellwether process or global mediation. To be effective, such an election must be communicated in writing (email suffices) to counsel for the opposing party within 30 days of mediation concluding. Mass Arbitrations released from the arbitration requirement must be resolved in accordance with Section 15.

If the mediation process concludes with fewer than 100 Mass Arbitrations remaining or if no party makes a timely election as provided for in the previous paragraph, the arbitrator will randomly select 50 Mass Arbitrations (or the total remaining amount if less than 50) to proceed in arbitration as a second batch. The arbitrator will randomly select eligible claimants who have provided compliant Claimant Notices for this purpose, and only those chosen cases may be filed with the arbitration provider. Once all arbitrations in the foregoing process are complete, the parties will repeat this process until all Mass Arbitrations have been arbitrated.

If Mass Arbitrations released from the arbitration requirement are brought in court, claimants may seek class treatment, but to the fullest extent allowed by applicable law, the classes sought may comprise only the claimants in Mass Arbitrations for which a compliant Claimant Notice was received by the other party. Any party may contest class certification at any stage of the litigation and on any available basis.

A court will have authority to enforce the bellwether and mediation processes defined in this section and may enjoin the filing of lawsuits or arbitration demands not made in compliance with it.

14.12 Opting Out of Arbitration. You have the right to opt out of binding arbitration within 30 days of the date you first accepted these Terms by emailing bizops@goodship.io. To be effective, the opt-out notice must include your full name, mailing address, and email address. The notice must also clearly indicate your intent to opt out of binding arbitration in order to be valid. By opting out of binding arbitration, you are agreeing to resolve disputes in accordance with Section 15.

14.13 Rejection of Future Arbitration Changes. You may reject any change we make to Section 14 (except address changes) by sending us notice of your rejection within 30 days of the change via email at bizops@goodship.io. Changes to Section 14 may only be rejected as a whole, and you may not reject only certain changes to Section 14. If you reject changes made to Section 14, the most recent version of Section 14 that you have not rejected will continue to apply.

14.14 Severability. If any portion of this Section 14 is found to be unenforceable or unlawful for any reason, including but not limited to because it is found to be unconscionable, (i) the unenforceable or unlawful provision will be severed from these Terms; (ii) severance of the unenforceable or unlawful provision will have no impact whatsoever on the remainder of this Section 14 or the parties’ ability to compel arbitration of any remaining claims on an individual basis pursuant to this Section 14; and (iii) to the extent that any claims must therefore proceed on a class, collective, consolidated, or representative basis, such claims must be litigated in a civil court of competent jurisdiction, in accordance with these Terms, and not in arbitration. The litigation of those claims will be stayed pending the outcome of any individual claims in arbitration. Further, if any part of this Section 14 is found to prohibit an individual claim seeking public injunctive relief, that provision will have no effect to the extent such relief is allowed to be sought out of arbitration, and the remainder of this Section 14 will be enforceable.

14. MISCELLANEOUS

If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that these Terms will otherwise remain in full force and effect and enforceable. You may not assign, transfer or sublicense these Terms except with GoodShip’s prior written consent. GoodShip may transfer and assign any of its rights and obligations under these Terms without consent. No agency, partnership, joint venture, or employment is created as a result of these Terms and you do not have any authority of any kind to bind GoodShip in any respect whatsoever. GoodShip will not be responsible for any failure to perform or delay attributable to any cause beyond its reasonable control (a “‍”). In any action or proceeding to enforce rights under these Terms, the prevailing party will be entitled to seek recovery costs and out-of-pocket attorneys’ fees. All notices under these Terms will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested. These Terms shall be governed by the laws of the State of Delaware without regard to its conflict of laws provisions, except to the extent preempted by U.S. federal law. Any dispute, claim, or controversy arising from relating to these Terms or the Services that is not subject to arbitration pursuant to Section 14 and cannot be heard in small claims court will be resolved exclusively in the state or federal courts located in Wilmington, DE. You and GoodShip waive any objection to the venue in any such courts. If your local law requires that consumer contracts be interpreted subject to local law and enforced in the courts of that jurisdiction, this section will not apply to you to the extent that local law conflicts with this section.

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