THIRD PERSON 3PL TERMS AND CONDITIONS OF SERVICE AND USE

Last updated: January 1, 2024

Welcome to Third Person (the “Platform”).  

By clicking the acceptance checkbox during your signup process, you agree to these Third Person 3PL Provider Terms and Conditions of Service and Use (“Terms”).  If you do not accept these Terms, do not register for an Account or access or use www.thirdperson.co or the Platform in any way.

PLEASE READ THESE TERMS CAREFULLY.

1. Acceptance of Terms

1.1. These Terms constitute a legal agreement between you (“Provider,” “you,” “your”) and MHRB Inc. dba Third Person (“Agent,” “we,” or “us”).  By registering for an Account or by accessing or using www.thirdperson.co or the Platform in any way, you (i) acknowledge that you have read, understood, and agree to be bound by these Terms, and (ii) represent and warrant that you have the full power and authority to perform in accordance with these Terms, on behalf of yourself or on behalf of the organization that you represent.

1.2. We reserve the right to modify, update, or replace these Terms at any time.  We will provide notice of such changes by revising the date at the top of these Terms.  Continued use of the Platform after any such changes shall constitute your consent and agreement to such changes.

2. Services Overview

2.1. The Platform provides a service that connects potential customers (“Referred Clients”) with third-party logistics providers for logistics and supply chain services, including, but not limited to, shipping, packaging, return processing, storage, stock receipts, assembly, and other fulfillment services.  

2.2. By accepting these Terms, Provider agrees to receive customer referrals through the Platform and abide by the terms and conditions outlined herein.  Prior to your receipt of any referrals through this Platform, you are required to enter into a separate Referral Fee Agreement with Agent.

3. Eligibility

3.1. To use the Platform, Provider must meet and continue to abide by the eligibility criteria set by the Agent, in the Agent’s sole discretion.  This includes, but is not limited to, compliance with legal requirements and industry standards applicable to Provider.

4. Provider Account and Information

4.1. Provider must create an account (“Account”) to access and use the Platform.  Provider’s Account is non-transferable.

4.2. By using the Platform or registering for an Account, you agree to (i) provide accurate, truthful, current, and complete information, including, but not limited to, Provider’s company details, services offered, pricing, and contact information; (ii) maintain and promptly update your Account information upon any changes; (iii) maintain the security of your Account by protecting your password and restricting access to your Account; (iv) promptly notify Agent if you discover or otherwise suspect any security breaches or unauthorized access related to your Account; (v) take responsibility for all activities that occur under your Account and accept all risks of any authorized or unauthorized access to your Account; (vi) not open multiple accounts in order to bypass any requirements or restrictions set forth by Agent; and (vi) cooperate with Agent, including the provision of information reasonably requested by Agent, to ensure Agent’s compliance with applicable laws in connection with your use of the Platform.

4.3. Agent has no obligation to monitor, validate, correct, or update Provider’s Account information in any way.  Agent may alter, remove, or refuse to display any Provider Account information, in Agent’s sole discretion.

4.4. Provider agrees that any information or Feedback (as set forth in in Section 11.1) provided by, or collected from, Provider pursuant to these Terms shall be owned by Agent, and Provider acknowledges and agrees that Agent may use such information for Agent’s legitimate business purposes, which include, but are not limited to, establishing and maintaining Provider’s Account, developing the Platform and related service offerings, improving Agent’s referral algorithm, marketing initiatives, and sharing such information with prospective Referred Clients seeking to be matched with third-party logistics providers; provided, however, that Agent’s collection and use of personally identifiable information shall also be subject to Agent’s Privacy Policy.

5. Use Name and Logo

5.1. Provider hereby grants Agent the right to use the Provider's name and logo, as made available by Provider, for Agent’s legitimate business purposes related to the operation and promotion of the Platform.

5.2. Agent hereby grants Provider the non-exclusive, revocable right to use Agent’s name and logo to promote the Platform.

6. Obligations of Provider

6.1. Provider shall operate in a professional and timely manner when providing services to Referred Clients obtained through the Platform; Provider’s failure to meet this obligation may result in Provider’s removal from the Platform, in Agent’s sole discretion.  

6.2 To the extent Agent discloses or makes available to Provider information that is confidential, sensitive, or proprietary in nature (“Confidential Information”), Provider shall (i) protect and safeguard the confidentiality of the  Confidential Information with at least the same degree of care as the Provider would protect its own confidential, sensitive, or proprietary information, but in no event with less than a commercially reasonable degree of care, and (ii) not use the Confidential Information for any purpose other than to perform its obligations under these Terms.  

7. Payment Terms

7.1. Any referral fees or charges associated with your use of the Platform will be outlined in a separate Referral Fee Agreement between the Agent and Provider.

8. Intellectual Property

8.1. The Platform and its content are protected by intellectual property laws.  Except as permitted in Section 5.2 above, Provider may not reproduce, distribute, or create derivative works without Agent’s explicit, written permission.

9. Termination and Suspension

9.1. Agent may, in Agent’s sole discretion, cease providing the Platform at any time, with or without notice.  If you are in breach of these Terms or any other policies, terms, or agreements Agent has in place from time to time, Agent may immediately terminate or suspend your Account.  Upon any such termination or suspension, you are not permitted to register for another Account or access the Platform without our prior written permission.  Termination or suspension does not relieve Provider of any obligations accrued prior to such termination or suspension.

10. Disclaimer of Warranty; Limitation of Liability

10.1. THE PLATFORM IS PROVIDED “AS IS” WITHOUT ANY WARRANTIES OF ANY KIND.  YOU EXPRESSLY AGREE THAT YOUR USE OF THE PLATFORM AND ANY INFORMATION CONTAINED THEREIN IS AT YOUR SOLE RISK.  TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL AGENT BE LIABLE FOR ANY SPECIAL, PUNITIVE, EXEMPLARY, DIRECT, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, OR ANY OTHER DAMAGES OF ANY KIND WHATSOEVER, IN CONNECTION WITH PROVIDER’S USE OF THE PLATFORM.

11. Feedback 

11.1. We appreciate hearing from Providers and welcome your comments regarding the Platform.  Please be advised that if you send us creative ideas, suggestions, inventions, or materials (“Feedback”), we will: (i) own, exclusively, all now known or later discovered rights to the Feedback; (ii) not be subject to any obligation of confidentiality and will not be liable for any use or disclosure of any Feedback; and (iii) be entitled to unrestricted use of the Feedback for any purpose whatsoever, commercial or otherwise, without compensation to you or any other person.

12. No Endorsement; No Affiliation; Not a Broker

12.1. Agent exercises no independent judgment as to any aspect any Referred Client’s business.  Agent does not offer or provide, directly or indirectly, any 3PL products or services; we provide only an information service designed to match Referred Clients’ 3PL business needs, as represented by Referred Clients via the Platform, with similar 3PL products and services, as represented by Providers via the Platform.  We do not (i) place any Referred Client with any Provider, (ii) perform any professional assessment of, or for, any Referred Client or Provider, or (iii) participate in a Referred Client’s or a Provider’s decision regarding final selection or engagement.  Further, we are not a representative of, or broker for, any Referred Client or Provider and we do not act on either’s behalf.  Agent is not a party to any transaction between any Referred Client and any Provider.

13. No Professional Advice

13.1. Information, materials, content, and/or recommendations made by or through the Platform are for informational purposes only and are not intended to replace or substitute for any professional, financial, legal, 3PL, or other advice.  We expressly disclaim, and you expressly release us from, any and all liability concerning any information or recommendations offered by or provided within or through the Platform.  Provider should exercise as much caution and due diligence as would typically be exercised with any assessment of any 3PL  customer engagement.  Any dispute between any Referred Client and any Provider must be addressed directly by and between such Referred Client and Provider.

14. Indemnification

14.1. To the fullest extent permitted by applicable law, Provider agrees to indemnify and hold Agent harmless from any claim or demand, including attorneys’ fees, arising out of your use of Platform or your violation of these Terms, or the infringement by you of any intellectual property or other right of any person or entity.

15. Governing Law and Jurisdiction

15.1. These Terms shall be governed by and construed in accordance with the laws of the state of Delaware.  Any disputes arising out of or in connection with these Terms shall be resolved in the courts of Delaware.

By accessing or using www.thirdperon.co or the Platform, Provider agrees to these Terms.

For inquiries or concerns, please contact us at help@thirdperson.co.