Terms and Conditions of Service and Explanation of Coverage
Use of UPS Capital Insurance Agency, Inc.’s (“UPSCIA”) services constitutes acceptance of these Terms and Conditions.
Adherence to these Terms and Conditions is a condition precedent for shipments to be protected under the Insurance Policy.
1. STRUCTURE OF COVERAGE: Mothership Technologies, Inc. (referred to herein as “Mothership”) offers its customers and potential customers (“You” and “Customer”) the opportunity to include their eligible shipments of cargo under a policy of insurance issued by Mothership and maintained by UPS Capital Insurance Agency, Inc. (the "Insurance Policy"). This product is being offered to Customer in order to effectuate the shipment of Customer’s package(s) and provides Customer with the opportunity to add its package to the Insurance Policy. The offer is not intended to provide insurance directly to Customer, and Customer is neither an insured nor an additional insured under the Insurance Policy - and thus has no rights under the Insurance Policy. In the event of a loss covered under the Insurance Policy, any resulting claim payment shall be directed to Customer as a loss payee and only to the extent of Customer’s interest in the insured shipment. Customer’s election to add its package to the Insurance policy is entirely optional. No personal shipments or shipments with contents unrelated to the business or organizational purpose of Mothership. will be protected under any of the Insurance Policies regardless of commodity type. The Insurance Policy is underwritten by an authorized insurance company (the "Insurance Underwriter") and produced by insurance agent UPS Capital Insurance Agency, Inc. (“UPSCIA”). Mothership is the sole assured and sole policyholder under the terms of the Insurance Policy. UPSCIA has prepared this Terms and Conditions of Service and Explanation of Coverage (these “Terms and Conditions”) to summarize coverage terms under the Insurance Policy for the benefit of Customer in its capacity as prospective loss payee. Adherence to the terms summarized in these Terms and Conditions is a condition precedent for Customer’s shipments of cargo to be included and protected under the Insurance Policy.
2. REQUESTING SHIPMENT INSURANCE: Before requesting that a shipment of cargo be covered under the Insurance Policy, Customer should fully review the Terms and Conditions herein to ensure that your shipments are eligible for coverage and to understand the terms of protection offered under the Insurance Policy. Customer’s compliance with the carrier’s shipping terms and conditions in effect at time of shipment shall be a condition precedent for coverage under the Insurance Policy. In accepting the terms of coverage under the Insurance Policy, Customer does so on behalf of herself/himself and on behalf of all parties with any interest in the goods. To request that a shipment be included for coverage under the Insurance Policy, Customer must provide specific information on the shipment within Mothership's system and request “Insurance Services” for that shipment.
3. ELIGIBLE CONVEYANCES AND ROUTES: Ground, air and ocean shipments are eligible for coverage under the Insurance Policy. Both international shipments and domestic shipments are eligible for coverage under the Insurance Policy, provided that whenever coverage provided by the Insurance Policy would be in violation of any U.S. economic or trade sanctions coverage will be null and void.
4. COMMODITY SCHEDULE: Specific insuring terms differ depending upon the commodity type. Note that some commodity types are only eligible for “Free of Particular Average” or “FPA” coverage, meaning that only the risk of total loss is covered in most instances for such commodity types and not the risk of partial loss or damage. For shipments containing multiple commodity types, choose the commodity representing the majority of items in the shipment but be advised that each specific commodity type will remain subject to all the insuring terms and restrictions applicable to that specific commodity type.
5. COVERAGE LIMITS: Coverage under the Insurance Policy is limited in all events to $500,000 for Truck Freight and $100,000 for Air Freight per any one conveyance or occurrence, whichever is less.
6. SCOPE OF COVERAGE: The Insurance Policy provides coverage for physical loss and/or damage to package contents in the course of transit, subject to insuring conditions, limitations and exclusions. Note that the Insurance Policy provides no coverage for delay in transit or for consequential or indirect losses. The scope of coverage under the Insurance Policy is summarized as follows:
(a) Duration: Coverage under the Insurance Policy commences upon the shipment of cargo leaving the origin warehouse of the insured transport and continues during the ordinary course of the transit, including customary transshipment, until the sooner of: (i) delivery to final warehouse at the destination of the insured transport; or (ii) fifteen days after the shipment arrives at the destination port, airport or other hub, if not yet delivered to final warehouse at the destination of the insured transport or thirty days if the destination to which the goods are insured is outside the limits of the port, whichever shall first occur. It is therefore important to facilitate prompt final delivery of the shipment after its arrival at the destination port, airport or other hub.
(b) Valuation: New goods should be valued at invoice cost + freight. Used and Refurbished goods should be valued at actual cash value + freight. In all cases, the claim payment will not exceed the lesser of verified valuation or amount declared for insurance purposes, less any applicable deductible. Loss valuations are subject to substantiation and the Insurance Policy is not an agreed value policy.
(c) Excluded Commodities and Shipments: Not all commodities are eligible for coverage under the Insurance Policy. The Insurance Policy specifically excludes the following commodities from coverage: contraband, illicit goods, personal household goods; accounts receivable; fish meal; nuclear fuel and substances; bullion; stamps; cash; currency; money; coins; deeds; notes; securities; bills; evidence of debt; precious stones; fine arts and jewelry. Commodity-specific coverage terms apply pursuant to the Commodity Schedule.
(d) Excluded Risks: As with all insurance, coverage under the Insurance Policy is subject to exclusions which exclusions specifically include loss or damage resulting from or attributable to: Version date: November 9, 2020 • war risks for U.S. (continental) domestic shipments; • radioactive contamination; • delay, whether or not caused by an insured peril; • temperature variation, whether or not caused by an insured peril; • inherent vice; • fraud or infidelity by you, the shipper or consignee; • misrepresentation / false information by you, the shipper or consignee; • illicit trade; • capture, seizure, arrest or detainment of goods by public authority; • nuclear contamination; • rust, oxidation, discoloration, scratching, marring, denting, chipping and/or electrical or mechanical derangement to used goods, whether or not caused by an insured peril; • Consequential and indirect damages, such as loss of market, depreciation, or diminution in value as a result of repair; and • improper, inadequate or otherwise unsuitable packing or preparation of the cargo, provided this exclusion will not apply to the extent that: (i) such packing or preparation was carried out by a third party other than you, the shipper, consignee or anyone bearing an interest in the cargo; and (ii) the deficiency was unknown to you, the shipper, consignee and anyone bearing an interest in the cargo.
7. Claim Reporting Limitation & Claim Process: Immediately report to Mothership in writing any loss or damage to an insured shipment of cargo. As a condition precedent for coverage under the Insurance Policy, claims must in all events be submitted in writing within the following timeframes: (i) in the event of a claim for concealed loss or damage, within 30 days from the date of delivery; or (ii) for all other claims, within nine months from the date of delivery. In the event of a claim for non-delivery, the time-for-claim shall run from the date that the cargo was scheduled to have been delivered or should have reasonably been delivered, whichever is first in time. In the event goods insured under the Insurance Policy have or may have suffered a loss, submit the claim with all supporting documentation and information to Mothership as follows: https://dashboard.mothership.com/claims. Loss verification will be required. By submitting or pursuing any claim under the Insurance Policy, Customer agrees to fully cooperate in providing all documentation and information pertinent to such claim, including an examination under oath if requested by the Insurance Underwriters. 8. Notice of Full and Additional Terms: Under all circumstances, the terms and conditions set forth in the Insurance Policy issued to Mothership shall control and determine insurance coverage. To the extent any terms and conditions stated herein conflict with those in the Insurance Policy, the Insurance Policy shall control and be binding as to issues of coverage under the Insurance Policy. You may make a written request to Mothership to obtain a copy of the Insurance Policy. UPSCIA and Mothership reserve the right to change Insurance Underwriters and to allow insuring terms for coverage to be modified in at any time and without notice to Customer, provided that coverage shall always substantially adhere to the summary herein and shall absent notice be without interruption. UPSCIA and Mothership also reserve the right to update the terms of these Terms and Conditions and to redistribute such updated Terms and Conditions to Customer at any time.
9. Damages and Warranties: (a) Limitation of Direct Damages; Disclaimer of Indirect Damages: The cumulative aggregate liability of UPSCIA and its affiliates for all direct losses, claims, suits, controversies, breaches or damages for any cause whatsoever and regardless of the form of action or legal theory shall be limited to the insured value or purchase price of the goods, whichever is less. Nothing in the foregoing shall limit Customer’s rights to claims for shipment loss or damage properly payable under the Insurance Policy. UPSCIA IS NOT LIABLE TO CUSTOMER FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, OR SPECIAL DAMAGES, INCLUDING LOST PROFITS, REGARDLESS OF THE FORM OF THE ACTION OR THE THEORY OF RECOVERY, AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR WHETHER UPSCIA OR ANY ENTITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. (b) Warranties: EXCEPT AS OTHERWISE EXPRESSLY STATED IN THIS TERMS AND CONDITIONS OF SERVICE AND EXPLANATION OF COVERAGE AND THE INSURANCE POLICY, UPSCIA MAKES NO WARRANTIES, EITHER EXPRESS OR IMPLIED, OF ANY KIND. EXCEPT AS OTHERWISE EXPRESSLY STATED IN THIS THIS TERMS AND CONDITIONS OF SERVICE AND EXPLANATION OF COVERAGE AND THE INSURANCE POLICY, CUSTOMER EXPRESSLY DISCLAIMS, AND EXPRESSLY WAIVES, ANY AND ALL WARRANTIES, INCLUDING, WITHOUT LIMITATION, THOSE OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. NO DESCRIPTIONS OR SPECIFICATIONS, WHETHER OR NOT INCORPORATED INTO THIS THIS TERMS AND CONDITIONS OF SERVICE AND EXPLANATION OF COVERAGE AND THE INSURANCE POLICY, SHALL CONSTITUTE WARRANTIES OF ANY KIND.
10. Further Acknowledgements: Customer acknowledges and agrees that UPSCIA is the insurance agent offering the Insurance Policy. Customer further acknowledges and agrees that the Insurance Underwriter for the policy and UPSCIA are the only parties who determine the Insurance Policy coverages and limitations, underwrite the Insurance Policy, set insurance-related fees, collect insurance-related fees, adjust insurance claims under the Insurance Policy and issue insurance claim payments (“Insurance-Related Activities”). Customer expressly acknowledges and agrees that no other party manages, controls or contributes in any way to the Insurance-Related Activities or decisions made pertaining to the Insurance-Related Activities.
11. AGREEMENT TO ARBITRATE CLAIMS: Customer and UPSCIA agree that, except for disputes that qualify for state courts of limited jurisdiction (such as small claims, justice of the peace, magistrate court, and similar courts with monetary limits on their jurisdictions over civil disputes), any controversy or claim between any person or entity, whether at law or equity, arising out of or related to the Insurance Policy and/or coverage of shipments thereunder, regardless of the date of accrual of such dispute, shall be resolved in its entirety by individual (not class-wide nor collective) binding arbitration. Arbitration is the submission of a dispute to a neutral arbitrator, instead of a judge or jury, for a final and binding decision, known as an “award.” Arbitration provides for more limited discovery than in court, and is subject to limited review by courts. Each party has an opportunity to present evidence to the arbitrator in writing or through witnesses. An arbitrator can only award the same damages and relief that a court can award under the law and must honor these Terms and Conditions. Customer and UPSCIA agree that their sole relationship is a contractual one governed by the terms of these Terms and Conditions and the Insurance Policy. Any controversy or claim between any person or entity, whether at law or equity, arising out of or related to the Insurance Policy and/or coverage of shipments thereunder shall be resolved solely based on these Terms and Conditions and the Insurance Policy.
(a) Institutional Arbitration: The arbitration shall be conducted by the American Arbitration Association (AAA) in accordance with its Commercial Arbitration Rules and the Supplementary Procedures for Consumer-Related Disputes (the “Rules”), and judgment on the award may be entered in any court of competent jurisdiction. The Rules, including instructions for how to initiate arbitration, are available at http://www.adr.org or by calling the AAA at 1-800-778-7879. The arbitrator shall decide all issues of the case on the basis of the applicable law, not equity. If you initiate arbitration, you must serve the opposing parties or their registered agent for service of process. Any arbitration under this Agreement will take place on an individual basis; class, mass, consolidated or combined actions or arbitrations or proceeding as a private attorney general are not permitted. Customer and UPSCIA each waive their right to trial by jury. Customer is further giving up the ability to participate in a class, mass, consolidated or combined action or arbitration. Version date: November 9, 2020
(b) Place of Arbitration/Number of Arbitrators/Costs of Arbitration/Governing Law/Survival: Any arbitration will take place in the county where Customer resides and will be determined by a single arbitrator. Any filing fee or administrative fee required of Customer by the AAA Rules shall be paid by Customer to the extent such fee does not exceed the amount of the fee required to commence a similar action in a court that otherwise would have jurisdiction. For all non-frivolous complaints, UPSCIA will pay the amount of such fee in excess of that amount. The arbitrator will allocate the administrative costs and arbitral fees consistent with the applicable rules of the American Arbitration Association. Reasonable attorney’s fees and expenses will be allocated or awarded only to the extent such allocation or award is available under applicable law. All issues are for the arbitrator to decide, except that issues relating to the scope, application, and enforceability of the arbitration provision are for a court to decide. The Federal Arbitration Act governs the interpretation and enforcement of this provision. This agreement to arbitrate shall survive termination of the Insurance Policy and/or Customer’s and UPSCIA’s agreement to be bound to these Terms and Conditions.
(c) Severability: Notwithstanding anything to the contrary in the AAA Rules, if any part of this arbitration provision is deemed invalid or ineffective for any reason, this shall not affect the validity or enforceability of the remainder of this arbitration provision, and the arbitrator shall have the authority to amend any provisions deemed invalid or ineffective to make the same valid and enforceable.
(d) Desk Arbitration: For all disputes concerning an amount less than fifteen thousand dollars ($15,000.00), Customer and UPSCIA shall submit their arguments and evidence to the arbitrator in writing and the arbitrator shall make an award based only on the documents; no hearing will be held unless the arbitrator in his or her discretion, and upon request of a party, decides it is a necessity to require an in-person hearing. For a dispute governed by the AAA Consumer-Related Disputes Supplementary Procedures, and concerning an award between fifteen thousand dollars ($15,000.00) and fifty thousand dollars ($50,000.00), inclusive, UPSCIA shall pay Customer’s filing fee under the AAA Rules, provided that Customer agrees that both parties shall submit their arguments and evidence to the arbitrator in writing and that the arbitrator shall make an award based only on the documents, without a hearing being held. Notwithstanding this provision, the parties may agree to proceed with desk arbitration at any time.
(e) Access to Small Claims Courts: All parties shall retain the right to seek adjudication in a state court of limited jurisdiction, such as small claims, justice of the peace, magistrate court, and similar courts with monetary limits on their jurisdiction over civil disputes, for individual disputes within the scope of such court’s jurisdiction.
(f) Acknowledgements: Customer and UPSCIA acknowledge and agree that pursuant to this Agreement to Arbitrate Claims in Section 9: a. CUSTOMER AND UPSCIA AGREE THAT EACH IS WAIVING THE RIGHT TO HAVE A TRIAL BY JURY TO RESOLVE ANY DISPUTE ALLEGED AGAINST CUSTOMER, UPSCIA, OR ANY PERSON OR ENTITY IN CONNECTION WITH THE INSURANCE POLICY AND/OR COVERAGE OF SHIPMENTS THEREUNDER; b. CUSTOMER AND UPSCIA AGREE THAT EACH IS WAIVING THE RIGHT TO HAVE A COURT, OTHER THAN A STATE COURT OF LIMITED JURISDICTION AS DEFINED ABOVE, RESOLVE ANY DISPUTE ALLEGED AGAINST CUSTOMER, UPSCIA, OR ANY PERSON OR ENTITY IN CONNECTION WITH THE INSURANCE POLICY AND/OR COVERAGE OF SHIPMENTS THEREUNDER; c. CUSTOMER AND UPSCIA AGREE THAT EACH IS WAIVING THE RIGHT TO HAVE A COURT REVIEW ANY DECISION OR AWARD OF AN ARBITRATOR, WHETHER INTERIM OR FINAL, EXCEPT FOR APPEALS BASED ON THOSE GROUNDS FOR VACATUR EXPRESSLY SET FORTH IN SECTION 10 OF THE FEDERAL ARBITRATION ACT. d. CUSTOMER AND UPSCIA AGREE THAT EACH IS WAIVING THE RIGHT TO SERVE AS A REPRESENTATIVE, AS A PRIVATE ATTORNEY GENERAL, OR IN ANY OTHER REPRESENTATIVE CAPACITY, JOIN AS A CLASS MEMBER, AND/OR TO PARTICIPATE AS A MEMBER OF A CLASS OF CUSTOMERS IN ANY CLASS, MASS, CONSOLIDATED OR COMBINED ACTION OR ARBITRATION FILED AGAINST CUSTOMER, UPSCIA, OR ANY PERSON OR ENTITY IN CONNECTION WITH THE INSURANCE POLICY AND/OR COVERAGE OF SHIPMENTS THEREUNDER.
(g) Award: The arbitrator may award money or equitable relief in favor of only the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim. Similarly, an arbitration award and any judgment confirming it apply only to that specific case; it cannot be used in any other case except to enforce the award itself. To reduce the time and expense of the arbitration, the arbitrator will not provide a statement of reasons for his or her award unless a brief explanation of the reasons is requested by one of the parties. Unless both Customer and UPSCIA agree otherwise, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative, private attorney general or class proceeding.
(h) Confidentiality of Arbitration: Notwithstanding anything to the contrary in the AAA Rules, Customer and UPSCIA agree that the filing of arbitration, the arbitration proceeding, any documents exchanged or produced during the arbitration proceeding, any briefs or other documents prepared for the arbitration, and the arbitral award shall all be kept fully confidential and shall not be disclosed to any other party, except to the extent necessary to enforce this arbitration provision, arbitral award or other rights of the parties, or as required by law or court order. This confidentiality provision does not foreclose the American Arbitration Association from reporting certain consumer arbitration case information as required by state law.
12. UPS CAPITAL PRIVACY NOTICE; RIGHT TO OPT OUT OF SALES: For information about UPSCIA’s privacy practices, please see the UPS Capital Privacy Notice at www.upscapital.com.
For California residents, please also see “Your California Privacy Rights” at https://www.ups.com/us/en/helpcenter/legal-terms-conditions/california-privacy.page and “Do Not Sell My Info” at https://www.ups.com