Terms and Conditions

Effective July 1^st, 2025

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Welcome to Cabrella!  These Terms and Conditions govern and control your use of Cabrella’s services.  These Terms and Conditions constitute a binding contract and You should read them carefully.  

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PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY, AS THEY CONTAIN AN AGREEMENT TO ARBITRATE AND OTHER IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS. THESE TERMS AND CONDITIONS REQUIRE (WITH LIMITED EXCEPTION) THAT YOU SUBMIT CLAIMS YOU HAVE AGAINST CABRELLA TO BINDING AND FINAL ARBITRATION, AND FURTHER (1) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AGAINST CABRELLA ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING, (2) YOU WILL ONLY BE PERMITTED TO SEEK RELIEF (INCLUDING MONETARY, INJUNCTIVE AND DECLARATORY RELIEF) ON AN INDIVIDUAL BASIS, AND (3) YOU MAY NOT BE ABLE TO HAVE ANY CLAIMS YOU HAVE AGAINST US RESOLVED BY A JURY OR IN A COURT OF LAW.

1. PARTIES TO THESE TERMS AND CONDITIONS.  Upon acceptance, these Terms and Conditions constitute a binding contract between Cabrella, LLC, Cabrella Shipping Ltd., and all subsidiaries and affiliates thereof (collectively, “CABRELLA”, “We” “Us,” or “Our”), and you, whether personally or on behalf of an entity or organization, (hereinafter, “You,” “Your,” or “User”). All the above parties may collectively be referred hereinafter as “Parties” and individually as “Party.”

2. DEFINITIONS

1. “Agreement” means these Terms and Conditions, including but not limited to, CABRELLA’s

Privacy Policy, Insurance Information Summary, Autopay Disclosure Agreement and other policies and agreements between the Parties.

2. “Cabrella Dashboard” means Your dashboard located at https://client.ecabrella.com, after You log on.

3. “Carrier” and “Carriers” mean shipping parcel & freight carriers including, but not limited to, FedEx, UPS, USPS, and DHL.

4. “Coverage Guideline” means the section or link located under “Coverage” in Your Cabrella

Dashboard.

5. “Insured” means the User-entity who has purchased coverage for its packages under the Insurance Policy.  Users who are individual consumers are not Insureds but may be designated as Loss Payees with a financial interest in the Property Insured.

6. “Insurance Policy” means the shipper’s interest insurance policy under which Users may cover packages shipped by the Carriers. The Insurance Policy may provide reimbursement to designated Loss Payees, who are not parties to the Insurance Policy and are not Insureds.

7. “Insurer” means the insurance carrier issuing the Insurance Policy.

8. “Loss Payee” means the User who is  designated to receive payment in the event of a covered loss (typically the individual sender or recipient of the shipped goods), without being a named or additional insured under the Insurance Policy.  

9. “Property Insured” means the property or other item covered under the Insurance Policy.

10. “Services” means the services that CABRELLA may offer its Users under this Agreement, including, but not limited to, technology integrations, marketplace applications and extensions, shipping services, risk mitigation services, and  a shipping & insurance software that allows its Users, among other things: to quote and print postage labels from Carriers; to ship, track, customize, import and access insurance for domestic and international shipments; to view shipments history, invoices and statements; to view relevant risk mitigation and business intelligence information; and to submit and track claims.

11. “TMS” means CABRELLA’s Transportation Management Software.

3. GRANT OF RIGHTS; CONDITIONS AND RESTRICTIONS ON USE

CABRELLA’S SERVICES. CABRELLA acts as a shippers’-agent offering its Users certain Services under this Agreement. Upon request of Users, CABRELLA may also include customers’ goods for which Services are being performed under an Insurance Policy. The Insurance Policy provides protection against physical loss or damage to customers’ goods while in transit, subject to its terms and conditions. The cost of this coverage includes a service fee, which may exceed the direct premium charged by the Insurer. This fee supports CABRELLA’s technology platform and administrative services in connection with the Insurance Policy. Cabrella is not the insurer or insurance producer and makes no guarantees regarding coverage or claims outcomes. You are not required to obtain this coverage and You may choose to arrange your own insurance coverage at your discretion.

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SCOPE OF INSURANCE SERVICES; COVERAGE INFORMATION.  IMPORTANT NOTICE – Before You purchase insurance for your shipments, please read and review both (1) our Insurance Information Summary, which provides a summary of the Insurance Policy, and (2) any other terms and conditions of coverage CABRELLA may make available to you. In particular, You should ensure that Your packages are eligible for coverage and that You understand the terms and conditions of coverage. CABRELLA reserves the right, in its sole discretion, to make changes or modifications to the Insurance Information Summary, without prior notice and subject to the terms and conditions of the Insurance Policy.  Coverage under the Insurance Policy may also be subject to special terms and conditions. Any such special terms and conditions will be listed in the Coverage Guideline section of the User account at log in (if applicable) or otherwise made available to You and take precedent, where applicable, to conditions, exclusions and any other terms listed in this Agreement or the Insurance Information Summary. In the case of loss or damage to a covered package, You must follow the claims protocol set forth in Section 10 below. INDIVIDUAL CONSUMERS ARE NOT INSURED UNDER THE INSURANCE POLICY BUT MAY BE DESIGNATED TO RECEIVE CLAIM PAYMENTS AS LOSS PAYEES WITH A FINANCIAL INTEREST IN THE PROPERTY INSURED.

SCOPE OF SHIPPING SERVICES; ACCESS TO SERVICE. CABRELLA will permit You to use all or part of its Services, including printing and processing shipping labels and shipping parcels through our TMS, enjoying CABRELLA’s negotiated volume discount rates for postage and freight charges (or using CABRELLA technology with Your own parcel Carrier accounts) and providing for reimbursement for parcel losses under the terms and conditions set forth herein and under any applicable insurance coverage.  In our sole discretion, we may limit or terminate Your use of any                                     or all of the Services at any time for commercially reasonable reasons.

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SHIPPING RULES AND RESTRICTIONS In order to ship through Our TMS and for coverage under the Insurance Policy to apply, You must provide accurate shipping information. Failure to provide accurate shipping information, including, but not limited to, the correct tracking or bill of lading number, cargo or package contents, Carrier, service type, packaging type, shipment origin, shipment destination, and date, all corresponding to the shipment declared, may void coverage.

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CARRIER CONDITIONS OF CARRIAGE AGREEMENT By generating any shipment through CABRELLA, you acknowledge and agree that such shipments are subject to the terms and conditions of carriage established by the respective carrier, including but not limited to FedEx, UPS, USPS, and DHL. The terms and conditions of carriage for each carrier govern the shipment's handling, liability, delivery, and associated rights and obligations. These terms are publicly available on the respective carrier’s official websites. It is your responsibility to review, understand, and comply with the applicable carrier's terms and conditions prior to generating a shipment. Cabrella does not assume responsibility for your failure to adhere to these terms. By using CABRELLA to facilitate shipment generation, you agree that all terms and conditions outlined by the selected carrier are binding and will supersede any conflicting terms within this agreement. Carriers may amend their terms and conditions at their discretion. You agree to comply with the most current version of the carrier’s terms at the time of shipment. Cabrella acts solely as a platform facilitating the shipment process and does not assume liability for delays, damages, or other issues related to carrier performance or adherence to their terms. By using CABRELLA’s Services, you agree to these terms and conditions and acknowledge your understanding of the terms of carriage provided by the Carriers available on the platform.

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NOT AN INSURANCE PRODUCER. CABRELLA is not acting as an insurance carrier, agent, underwriter or third-party administrator with respect to the Services. The Services offered by CABRELLA do not constitute the sale, solicitation or negotiation of insurance or the payment, adjustment and processing of insurance claims. CABRELLA will act as a facilitator to enable Users to communicate with and file claims with the Insurer; however, CABRELLA expressly disclaims any liability for processing or payment of claims.

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NOT A PARCEL CARRIER. CABRELLA is neither a shipping carrier nor an indirect shipping carrier and is not subject to the Warsaw Convention. You may purchase and print labels and/or bills of lading through our TMS for carriage by FedEx, UPS, USPS, DHL, or other such parcel Carriers as CABRELLA may approve and offer in its TMS. You agree to use the Carriers at Your choice and risk. CABRELLA arranges for Carrier service only according to the terms and conditions of this Agreement and of the regulations of each Carrier. CABRELLA is not responsible for the fulfillment of services offered by each Carrier.

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LIMITED LICENSE. CABRELLA hereby grants You a limited, non-exclusive, non-transferable license, which will be effective while this Agreement remains in force, to use CABRELLA’s website, software, and computer systems to access and use the Services. No other transfer of intellectual property rights is included or effected under this Agreement. You agree not to (i) make any unauthorized copy of, (ii) attempt to reverse engineer, or (iii) attempt to practice, offer for sale to any third party, or otherwise commercially exploit for Your own benefit, any Services or any computer systems, software, proprietary business methods or content of CABRELLA.

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LIMITED LICENSE TO USE NAME. Subject to these Terms and Conditions of this Agreement, effective as of the Effective Date, You hereby grant to Cabrella a royalty-free, paid-up, worldwide, irrevocable, non-exclusive right and license to use your name, trade name, trademark, and/or service mark solely in connection with the operation of our business and the Site, including, without limitation, as part of the corporate names of, and trade names used by, Cabrella in the operation of our businesses and the Site, and in connection with the manufacture, distribution, promotion, use and sale of products and services of Cabrella.

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DATA USAGE AND OWNERSHIP. All data submitted to or generated through Cabrella may be collected, stored, and used by Cabrella for the purpose of providing services, improving functionality, and performing analytics. Cabrella retains the right to use and analyze such data (including metadata and transaction details) for risk management, underwriting, fraud detection, regulatory compliance, service improvement, and other business intelligence purposes. By using the Services, You grant Cabrella a non-exclusive, worldwide, royalty-free license to access, store, analyze, and use such data in aggregated or de-identified form, including for internal and commercial applications. You further warrant that You have obtained all necessary rights and consents to submit such data to Cabrella and that such use will not violate any applicable laws or third-party rights.

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RESTRICTIONS ON USE. You agree not to use Cabrella’s Services in connection with any resale of shipping services through a public marketplace or platform, or otherwise representing third-party shipments in which You have no direct financial interest. Specifically, You expressly agree that such services may only be used for: (1) shipments that originate from or are delivered to You, or (2) shipments involving goods in which You hold a direct financial interest. Resale or marketplace redistribution of Cabrella-provided shipping services is strictly prohibited.

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API USER & USAGE AGREEMENT.  To the extent that You access or use Cabrella’s application programming interfaces (“API”), you agree to the following:

1. API Access and Usage: Cabrella may provide You with access to its APIs to facilitate services, including, but not limited to, shipping label creation, insurance purchase, combined shipping and insurance services, risk checks, claim filing and more.  Unless otherwise agreed in writing between You and Cabrella, access to and use of the API is provided at no charge. Cabrella reserves the right to introduce usage fees or change existing pricing, at its sole discretion, with prior written notice of no less than thirty (30) days.  

2. API Key Security: You are responsible for securing Your API credentials and agree not to share access credentials with any unauthorized parties. You must notify Cabrella immediately of any unauthorized access or suspected compromise of its credentials.

3. Service Availability and Downtime: Cabrella aims to maintain consistent availability of its API services but does not guarantee uninterrupted access. You acknowledge that API services may experience downtime, errors, maintenance periods, or other issues beyond Cabrella’s control. Cabrella shall not be held liable for any losses, claims, damages, or disruptions caused by any downtime or malfunction of the API, regardless of the cause.

4. Acceptable Use and Restrictions:  You agree that usage of any Cabrella provided Carrier accounts are intended for Your sole use. Any use by any affiliate or subsidiary, or any third-party, is expressly prohibited. You agree not to use the API:

1. In a manner that violates any applicable laws, regulations, or third-party rights;

2. To reverse engineer, decompile, copy, or tamper with the API or its underlying systems; or

3. To interfere with or disrupt Cabrella services or related infrastructure.

5. Changes to the API or This Addendum: Cabrella may modify the API, related technical documentation, and this Addendum at any time. All changes will be documented and maintained at apidoc.cabrella.com. Material changes will be communicated to You at least thirty (30) days in advance, either via email or through a prominent notice on the API documentation portal. Continued use of the API after such updates constitutes acceptance of the modified terms.

6. Rate Limits: Cabrella may, upon prior written notice, impose reasonable rate limits to ensure service stability and fair usage. If You exceed Our rate limits, You may experience throttling or temporary suspension of access. Persistent violations may result in permanent revocation of access privileges.

7. Support Terms and Service Levels: Cabrella offers technical support to API users via phone, email, and an integrated Message Center during standard business hours: Monday through Friday, 8:00 AM to 8:00 PM Central Standard Time (CST).

1. Uptime Target: 99.5% monthly availability.

2. Support Response Time:

1. Critical issues (e.g., service outage): Same business day

2. Non-critical issues: Within one (1) business day.

3. Support beyond standard hours may be available on a case-by-case basis or through a premium service agreement.

8. Limitation of Liability: Cabrella disclaims all warranties, express or implied, relating to the API. Client agrees that Cabrella shall not be liable for any indirect, incidental, special, or consequential damages arising from use of the API, including but not limited to loss of business, profits, or data.

4. FEES AND PACKAGE DELIVERY

FEES AND CHARGES. You agree to pay CABRELLA a monthly fee based on Your use of the Services and for Your purchases at the applicable price(s) then in effect, as published in the TMS or as may be specified  in a separate written agreement between the Parties.  

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For shipments covered under the Insurance Policy (as set forth in Section 3 above), the cost of coverage includes a service fee in addition to the insurance premium charged by the Insurer.  This service fee supports CABRELLA’s technology platform and administrative services in connection with the Insurance Policy and does not constitute commission for the sale, solicitation, or negotiation of insurance.

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Your purchase or use of the Services constitutes Your agreement with and commitment to pay CABRELLA for the price as so published or communicated, which may include additional charges determined by any Carrier in its reconciliation process after a package label is used. Reconciliation often reflects discrepancies in the data used to develop the price and the actual package details as observed by the Carrier.

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Discounted prices for freight may include the condition that missed service commitments are ineligible for the service guarantee refunds normally offered by the Carrier with standard pricing. Additionally, Carriers have “black-out” dates for missed service commitments refunds. CABRELLA does not offer refunds for missed service commitments by Carriers. If guaranteed refunds for missed service commitments are important to You, You may use Your Carrier account for freight charges in the TMS and pay a per-click or license fee for producing labels.

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You agree to pay for any additional charges by the Carrier, as well as any customs duties, taxes, or related charges incurred and paid by Cabrella in connection with the import or export of your goods through Cabrella’s carrier accounts or otherwise.

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For parcels picked up at a shipping origin point other than Your premises, You agree to pay for additional charges by the Carrier, if any. CABRELLA reserves the right to apply additional fees for labels yielding no freight or other revenue to CABRELLA.

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By agreeing to our Terms & Conditions, you are also agreeing to our Autopay Disclosure Agreement.

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QUOTE AND PRINT POSTAGE LABELS. You may choose to use a feature from CABRELLA’s Services, where you quote and print postage labels of FedEx, UPS, DHL, USPS or other carriers as offered, by either: (1) using CABRELLA’s accounts with negotiated discounts; or (2) input Your own account number and use CABRELLA’s system to generate the labels. By choosing the latter feature, You will be invoiced by the Carrier for any freight related charges.

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INPUT OF PACKAGE LEVEL DETAIL. When generating shipping labels through the TMS via any Carrier using CABRELLA Carrier accounts, You must declare the correct package-level details, including, but not limited to, address, weight, dimensions, residential or out of area/rural location, Customs duty and/or tax liability, etc., of each shipment accurately. Wrong data input may result in corrective billing by the Carrier. You agree to pay for all fees so charged, including possible penalties. You agree that in no event will CABRELLA be liable to You or any User for the loss or non-delivery of a parcel resulting from any error, discrepancy, or misstatement in shipment details inputted by You or any User.

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RETURNS. In the event a parcel is undeliverable or returned for any reason, You agree to pay for all charges, including but not limited to, freight, declared value charges, duties, and taxes. Alternatively, You may instruct CABRELLA in writing to abandon the parcel, for which CABRELLA assumes no liability.

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5. PAYMENT

PAYMENT AUTHORIZATION. You authorize payments to CABRELLA via credit, debit, bank card or Automated Clearing House (ACH) for any insurance or freight being purchased or any other related charges as agreed. By providing Your credit, debit, bank card, or ACH information to process the payment, You authorize CABRELLA to charge the credit, debit, bank card, or ACH for all transactions, any additional debits or credits to Your account, and Your future purchases.

You agree to pay the agreed price for Services used or purchased even if Your credit card company or processor refuses or fails to pay CABRELLA on Your account or charges back the fees or funds to deduct them from CABRELLA’s account as a refund to You.

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CHANGE TO FEES. Payments, late fees, and premium rates are subject to change without notice, including but not limited to annual or other increases by any Carrier and/or the Insurer.

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LATE PAYMENTS. If CABRELLA attempts to obtain payment from You, by credit card, electronic check, ACH transaction or the like, and is not completed successfully for any reason, You will pay applicable fees within five (5) business days of receiving a demand for payment from CABRELLA. You authorize CABRELLA to repeat a previously unsuccessful attempt to obtain payment at any time, including additional incurred fees that remain unpaid. You agree to pay a penalty of 12% per annum on any unpaid outstanding balance or the maximum amount permitted by law, whichever is less. CABRELLA may, in its sole discretion, deactivate or terminate Your account without notice, regardless of the amount of the past due balance.

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CONSECUTIVE OUTSTANDING INVOICES For certain accounts, payments are automatically charged to your payment method on file for activity spanning the preceding month, week or agreed upon period. For these accounts, should there be two or more unpaid invoices, the account must be made current before further access to the system is permitted.  

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NO-REFUND POLICY. All payments and charges made prior to a proper termination of authorization are nonrefundable. After Your termination of authorization, You must pay all accrued charges and fees, if any.  

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Please see our Autopay Disclosure Agreement for more information.  

6. PRIVACY POLICY.  Please read and review our Privacy Policy by visiting our Privacy Policy page, which also govern Your use of the Services. CABRELLA reserves the right, in its sole discretion, to make changes or modifications to the Privacy Policy, without prior notice.

7. USER ACCOUNT

You agree to provide your true, accurate and complete contact and billing information. You agree to update any changes to Your contact and billing information. CABRELLA may not be held   liable for any losses, damages, or interrupted access to Your account or the Services provided caused by Your failure to provide or maintain true, accurate and complete contact and billing information.

If You create an online account with CABRELLA, You are responsible for maintaining the confidentiality of Your account and password and for restricting access to Your computer. You also agree to accept responsibility for all activities that occur under Your account or password.

8. COMMUNICATIONS

As requested by CABRELLA, You agree to provide in writing any statements, instructions, changes or other information, via email to CABRELLA, through our TMS, or other recordable method of communication authorized by CABRELLA.

9. TRANSFERABILITY

CABRELLA may assign or delegate its rights and obligations under this Agreement without limitation. You may not assign or delegate Your rights and obligations under this Agreement without prior written consent of CABRELLA.

10. FILING CLAIMS

PROCEDURE. In the case of loss or damage to a covered parcel, the following protocol must be followed:

1. If you use CABRELLA’s shipping accounts, You must file an immediate notice of claim with CABRELLA using CABRELLA’s online platform. When using CABRELLA’S shipping accounts, there is no requirement to file a claim with the CARRIER directly. CABRELLA will file the claim on your behalf.  

2. If you use non-CABRELLA shipping accounts, you must file an immediate notice of claim with the CARRIER and also file an immediate notice of claim with Cabrella using CABRELLA’S online platform (unless otherwise agreed to with CABRELLA).

3. The recipient of the parcel must take proper exceptions on the delivery receipt when any  loss or damage is apparent at the time of delivery. This includes refusals of acceptance if there is visible damage or tampering of the package.

4. You must complete a claim form online to provide notice of claim to the INSURER vis a vis CABRELLA’s online platform within ninety (90) calendar days from the date of shipment.        If the Carrier has liability and remittance (Carrier’s claim check and stub) or You have not  received a response within the 90-day timeframe, all other claim paperwork must be received by the Insurer through CABRELLA’s online platform within ninety (90) calendar days from the date  of shipment.

5. You must submit a complete claim, which includes: a copy of the Carrier’s tracking form, a copy of the invoice, packing list, receipt or recent appraisal, and depending on the circumstances, any additional documentation such as photos of damaged goods and packaging, a repair estimate, a     claim statement signed by the recipient (or intended recipient), and any other documentation or other evidence requested by the Insurer that may be required.

6. Failure to complete the claim form and follow all claim instructions could lead to non- settlement of claim.

7. Prior to the final payment, You must sign and upload a proof of loss form to finalize and close the claim to be paid.

8. You will have one (1) year from the date of shipment to provide any required and/or additional documentation which has been requested to substantiate said claim. Failure to provide the required and/or additional documentation within one (1) year from the ship date will result in the denial of the claim.

For Certain Users, acceptance and approval of claim by INSURER will be affected by acceptance of claim by CARRIER as agreed to with CABRELLA at time of membership inception. Such Users will be made aware during membership activation.

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COOPERATION IN CLAIMS PROCESS. In the event of a loss, You agree to fully cooperate with CABRELLA or the Insurer in the course of any investigation, including, but not limited to the following:

1. Submitting to an examination under oath and signing a transcript of such examination attesting to the truthfulness of your sworn testimony.

2. Supplying documentation to support the means by which the claimed property valuations were calculated.

3. Providing testimony (with CABRELLA or others covering any costs of travel and similar expenses), if an investigation results in prosecution of a Carrier employee or other party, if the testimony is reasonably necessary to a successful prosecution.

WAITING PERIOD FOR CLAIMS OF LOSS. If the claim is for loss, CABRELLA’s waiting period before continuing with the loss adjustment depends upon the Carrier used. The following are the waiting periods:

1. United States Postal Service International (USPS): thirty (30) calendar days

2. United States Postal Service (USPS): fifteen (15) calendar days.  

3. DHL, Federal Express or UPS: fifteen (15) calendar days.

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CLAIM PROCESS. By making any claim, you warrant that you are the sole owner of such claim and that you have not released any third party from liability for the claim (including but not limited to the designated approved carrier). The Insurer has the exclusive authority to determine all issues of insurance coverage and claim settlement. Should the Insurer dispute liability or coverage for any reason, you shall have no recourse against CABRELLA and CABRELLA shall not be under any responsibility or liability in relation thereto.  

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CLAIM WITHDRAWAL AND CHARGEBACKS. You are responsible for updating CABRELLA with all claim information, including information related to claim withdrawals for packages found or ultimately delivered after a claim has been filed. For claims filed with, approved by, and paid for by CABRELLA, and after the fact, CABRELLA obtains information that the package has been found and/or delivered, CABRELLA reserves the right to charge back the User to the User’s credit card or checking account on file for any claim proceeds.

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CLAIM RELEASE. Should the claim be approved by the Insurers, it will be deemed to be in full settlement and satisfaction of all claims and demands by the Users (inclusive of individual consumers and merchants, the “Claimant”). In consideration of this payment, the Claimant does hereby release and discharge the Insurer, CABRELLA, and each of their respective principals, executives, agents, employees, representatives, successors, assigns, subsidiaries, and affiliated companies, from any and all further claims existing and/or arising in the future relating to the above-referenced merchandise.

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11. MODIFICATION; ENTIRE AGREEMENT; SEVERABILITY

CABRELLA reserves the right, without limitation, notice, and at the sole discretion of CABRELLA, to change any and all fees and billing methods, including the addition of supplemental fees or separate charges for services provided by CABRELLA with or without notice. CABRELLA further reserves the right, without limitation, and at the sole discretion of CABRELLA, to change or modify its Privacy Policy, Insurance Information Summary, Autopay Disclosure Agreement and these Terms and Conditions, at any time, with or without notice.

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This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all other prior agreements and understandings, both written and oral, between the parties with respect to the subject matter hereof.

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If a court of competent jurisdiction finds any provisions of this Agreement invalid or unenforceable, such provision shall be severed from this Agreement, and the severed provision shall not affect any other provision of this Agreement.

12. TERMINATION OF SERVICES

BY YOU. To terminate the authorization for payment, You must give CABRELLA a written ten (10) days prior notice of termination.

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BY US. CABRELLA reserves the right to refuse service, terminate accounts, remove or edit content, or cancel orders in its sole discretion with or without notice to You and without liability to You or any third party. CABRELLA will not be responsible for refunding or otherwise paying any funds, amounts or credits that may be owed to You if we have suspended or terminated Your permission to use the Services. In addition to suspending or terminating Your access to the Services, CABRELLA reserves the right to take appropriate legal action, including without limitation pursuing civil, criminal or injunctive redress. Even after Your right to use the Services is terminated, this Agreement will remain enforceable against You and unpaid amounts You owe to CABRELLA for any purchases will remain due.

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INACTIVE ACCOUNTS. Cabrella reserves the right to automatically disable accounts that have had 90 consecutive days of inactivity, irrespective of whether or not the account is subject to a minimum monthly premium. Disabled accounts will be prevented from both printing labels, insuring packages and using the Cabrella Interface. Any account that has been inactivated will need to re-apply for service and go through a new underwriting approval process.

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INSURANCE DISCONTINUANCE CLAUSE. CABRELLA reserves the right to disallow any User to purchase insurance at any time upon fourteen (14) days’ written notice. CABRELLA may also discontinue Your insurance due to any change in material facts, provided CABRELLA gives You ten (10) days’ written notice. Notwithstanding the fourteen (14)-day discontinuation notice, CABRELLA may, subject to ten (10)-day notice in writing, require You to modify security measures or reduce package limits if the loss experience warrants such actions.

13. ENFORCEMENT AND WAIVER.  No delay or failure to take action under this Agreement shall constitute a waiver by CABRELLA of any right whatsoever.

14. GOVERNING LAW; INTERPRETATION; CLAIM LIMITATION.

GOVERNING LAW.  These Terms and Conditions and the transactions contemplated hereby shall be governed by, and construed and interpreted in accordance with, the laws of the State of California, U.S.A., without regard to the choice-of-law principles thereof.

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CONFORMITY TO STATUTES. Any provision of these Terms and Conditions that is not in conformity with the laws of the state of California is amended to comply with the minimum requirements of such law.

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CLAIM FILING LIMITATION.  No suit or action for the recovery of any claim under these Terms and Conditions shall be sustainable in court of law or equity, unless commenced within twelve (12) months after Your discovery of the occurrence which gives rise to the claim, provided however, that if by the laws of the State of California, such limitation is invalid, then any such claim shall be void unless such action or suit commences within the shortest limit of time permitted by the laws of the State of California.

15. ARBITRATION

Please read the following arbitration agreement in this Section (“Arbitration Agreement”) carefully.  It requires you to arbitrate disputes with CABRELLA and limits the manner in which you can seek relief from us.

Applicability of Arbitration Agreement. You agree that any dispute or claim arising, directly or indirectly, from these Terms and Conditions and/or Services, will be resolved by binding arbitration, rather than in court, except that (i) You may assert claims in small claims court if your claims qualify, and (ii) You or CABRELLA may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents).  This arbitration shall apply, without limitation, to all claims that arose or were asserted before the effective date of these Agreement or any prior version of this Agreement.

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Arbitration Rules and Forum. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement. To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your claim to our address at 7164 Melrose Avenue, Los Angeles, CA 90046, info@ecabrella.com.  The arbitration will be conducted by JAMS, an established alternative dispute resolution provider. Disputes involving claims and counterclaims under $250,000, not inclusive of attorneys’ fees and interest, shall be subject to JAMS’s most current version of the Streamlined Arbitration Rules and procedures available at http://www.jamsadr.com/rules-streamlined-arbitration/; all other claims shall be subject to JAMS’s most current version of the Comprehensive Arbitration Rules and Procedures, available at http://www.jamsadr.com/rules-comprehensive-arbitration/.  JAMS’s rules are also available at www.jamsadr.com or by calling JAMS at 800-352-5267.  If JAMS is not available to arbitrate, the parties will select an alternative arbitral forum.  If the arbitrator finds that you cannot afford to pay JAMS’s filing, administrative, hearing and/or other fees and cannot obtain a waiver from JAMS, CABRELLA will pay them for you.  In addition, CABRELLA will reimburse all such JAMS’s filing, administrative, hearing and/or other fees for claims totaling less than $10,000 unless the arbitrator determines the claims are frivolous.  You may choose to have the arbitration conducted by telephone, based on written submissions, or in person in Los Angeles County, California.  Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.

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Authority of Arbitrator. The arbitrator shall have exclusive authority to (i) determine the scope and enforceability of this Arbitration Agreement and (ii) resolve any dispute related to the interpretation, applicability, enforceability or formation of this Arbitration Agreement including, but not limited to any claim that all or any part of this Arbitration Agreement is void or voidable.  The arbitration will decide the rights and liabilities, if any, of you and CABRELLA.   The arbitration proceeding will not be consolidated with any other matters or joined with any other cases or parties.  The arbitrator shall have the authority to grant motions dispositive of all or part of any claim. The arbitrator shall have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under applicable law, the arbitral forum’s rules, and these Terms and Conditions (including the Arbitration Agreement). The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded.  The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have.  The award of the arbitrator is final and binding upon you and us.

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Waiver of Class or Other Non-Individualized Relief.  ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS OR COLLECTIVE BASIS, ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER.  If a decision is issued stating that applicable law precludes enforcement of any of this subsection’s limitations as to a given claim for relief, than then claim must be severed from the arbitration and brought into the State or Federal Courts located in Los Angeles County, California.  All other claims shall be arbitrated.  

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30-Day Right to Opt Out. You have the right to opt out of the provisions of this Arbitration Agreement by sending written notice of your decision to opt out to CABRELLA at the following address: 7164 Melrose Avenue, Los Angeles, CA 90046, info@ecabrella.com, within 30 days after first becoming subject to this Arbitration Agreement.  Your notice must include your name and address, your CABRELLA username (if any), the email address you used to set up your CABRELLA account (if you have one), and an unequivocal statement that you want to opt out of this Arbitration Agreement.    If you opt out of this Arbitration Agreement, all other parts of these Terms and Conditions will continue to apply to you.  Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may currently have, or may enter in the future, with us.

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Severability. Except as provided in Section 15, if any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Arbitration Agreement shall continue in full force and effect.

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Survival of Agreement. This Arbitration Agreement will survive the termination of your relationship with CABRELLA.

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Modification.  Notwithstanding any provision in these Terms and Conditions to the contrary, we agree that if CABRELLA makes any future material change to this Arbitration Agreement, you may reject that change within thirty (30) days of such change becoming effective by writing CABRELLA at the following address: 7164 Melrose Avenue, Los Angeles, CA 90046, info@ecabrella.com.

16. DISCLAIMER AND LIMITATION ON LIABILITY

CERTAIN RESTRICTIONS.  The rights granted to You in these Terms and Conditions are subject to the following restrictions: (a) You shall not license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Services, whether in whole or in part, or any content displayed on the Services; (b) you shall not modify, make derivative works of, disassemble, reverse compile or reverse engineer any part of the Services; (c) you shall not access the Services in order to build a similar or competitive website, product, or service; and (d) except as expressly stated herein, no part of the Services may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means.  Unless otherwise indicated, any future release, update, or other addition to functionality of the Services shall be subject to these Terms and Conditions.  All copyright and other proprietary notices on the Services (or on any content displayed on the Services) must be retained on all copies thereof.

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INTELLECTUAL PROPERTY. The content of this website includes pictures, logo, images, text, code, materials and other components or elements herein that are copyrighted materials owned by CABRELLA or other third parties, and are protected by United States, worldwide copyright and trademark laws and treaty provisions. Therefore, You may not use, copy, reproduce, publish, modify, transmit, upload or distribute the contents or elements of this website in any way without CABRELLA’s express prior written permission. You acknowledge that all the intellectual property rights, including copyrights, patents, trademarks, and trade secrets, in the Services are owned by CABRELLA or other parties.  Neither these Terms and Conditions (nor your access to the Service) transfers to you or any third party any rights, title or interest in or to such intellectual property rights, except for the limited access rights expressly set forth in Section 3.  CABRELLA and any other third parties reserve all rights not granted in these Terms and Conditions.  CABRELLA does not grant its Users any express or implied rights under any patents, copyright, trademarks, or trade secrets.

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SUBMISSIONS. Other than your personally identifiable information, any information, ideas, questions, comments, proposals or materials that you submit to us, such as for marketing, advertising, promotions, contests, products, services, devices, processes, trademarks, logos, artwork, music, photos, or videos (“Submissions”), via electronic transmission or otherwise, will be considered non-confidential and non-proprietary. By submitting any Submissions, you grant to CABRELLA a perpetual, irrevocable, world-wide, royalty-free right and license to use, modify, publish, disclose, or exploit the Submission at our sole discretion.

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NO SUPPORT OR MAINTENANCE. You acknowledge and agree that CABRELLA will have no obligation to provide you with any support or maintenance in connection with the Services.

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USE OF CONTENT. Our Services are available only for your personal use. You may not use the Services in any other way for any other purpose. Our granting access to any of our Services does not represent, either explicitly or implicitly, any provision of services or products by us, nor does it represent any promise to you that such access to such Services will be available to you now or in the future or that you qualify to receive any of our products or services. We are entitled to modify, reduce, remove or otherwise terminate any of our Services, or any portion thereof including any or all of the services offered thereon, at any time without prior notice to you.

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DISCLAIMERS. The Services are provided AS IS, WITHOUT WARRANTY OF ANY KIND TO YOU, USERS OR ANY THIRD PARTY, INCLUDING, BUT NOT LIMITED TO, ANY EXPRESS OR IMPLIED WARRANTIES OF: 1) MERCHANTABILITY; 2) FITNESS FOR A PARTICULAR PURPOSE; 3) EFFORT TO ACHIEVE PURPOSE; 4) QUALITY; 5) ACCURACY; 6) NON-INFRINGEMENT; 7) QUIET ENJOYMENT; AND 8) TITLE. YOU AGREE THAT ANY EFFORTS BY WEB SITE OWNER TO MODIFY ITS GOODS OR SERVICES SHALL NOT BE DEEMED A WAIVER OF THESE LIMITATIONS, AND THAT CABRELLA WARRANTIES SHALL NOT BE DEEMED TO HAVE FAILED OF THEIR ESSENTIAL PURPOSE.

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LIMITATIONS.  

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TO THE FULLEST EXTENT PERMITTED BY LAW, WE EXPRESSLY DISCLAIM, AND YOU AGREE NOT TO HOLD CABRELLA RESPONSIBLE FOR, ANY LOSSES, DAMAGES, INJURIES, CLAIMS OR OTHER LIABILITY OF ANY KIND, WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR SPECIAL DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR IN ANY WAY CONNECTED WITH YOUR ACCESSING OR USING OR INABILITY TO ACCESS OR USE ALL OR ANY PART OF ANY OF OUR SERVICES OR ANY OF THE CONTENT, OR YOUR RELIANCE ON SUCH SERVICES AND/OR CONTENT, OR ANY FAILURE OF PERFORMANCE, ERROR, INTERRUPTION, DEFECT, DELAY IN TRANSMISSION, COMPUTER VIRUSES OR OTHER HARMFUL COMPONENTS OR CONTENT, OR LINE OR SYSTEM FAILURE ASSOCIATED WITH SUCH SERVICES AND/OR CONTENT, REGARDLESS OF OUR NEGLIGENCE AND/OR KNOWLEDGE THEREOF, EVEN IF CABRELLA WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  

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UNDER NO CIRCUMSTANCES WILL CABRELLA BE LIABLE TO YOU FOR MORE THAN THE GREATER OF (A) THE TOTAL AMOUNT PAID TO CABRELLA BY YOU DURING THE ONE-MONTH PERIOD PRIOR TO THE ACT, OMISSION OR OCCURRENCE GIVING RISE TO SUCH LIABILITY AND (B) THE REMEDY OR PENALTY IMPOSED BY THE STATUTE UNDER WHICH SUCH CLAIM ARISES.  THE FOREGOING CAP ON LIABILITY SHALL NOT APPLY TO LIABILITY OF CABRELLA FOR (A) DEATH OR PERSONAL INJURY CAUSED BY A COMPANY PARTY’S NEGLIGENCE; OR FOR (B) ANY INJURY CAUSED BY CABRELLA’S FRAUD OR FRAUDULENT MISREPRESENTATION.

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Some jurisdictions do not permit the exclusion or limitation of liability for consequential or incidental damages. In such jurisdictions, You agree that CABRELLA's liability will be limited to the greatest extent permitted by law.

THIRD PARTY WEBSITE. Access to any other website linked to CABRELLA’s services or TMS is entirely at Your own risk. Furthermore, such internet websites which are linked to this one and which are not owned by CABRELLA may have their own terms and conditions of use, privacy policies, rules, regulations and confidentiality provisions that may differ from this Agreement. Be aware when visiting such websites that we are not responsible for and make no representations regarding the content, privacy policies and practices (security or otherwise) regarding these or any other third party websites. Any mention of organizations, vendors, products, or services is for informational purposes only. Links from this website do not imply or state a relationship or endorsement between the linked site and CABRELLA.

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THIRD PARTY INTEGRATIONS AND EXTERNAL SERVICES: Use of third-party integrations through the Cabrella platform is entirely optional and subject to your own discretion. By choosing to connect with any third-party application or service, you understand and accept the associated risks, and you agree to comply with the applicable terms and data handling practices of those services. Cabrella makes no guarantees regarding the performance, privacy, security, or compliance of any third-party providers and assumes no liability for issues arising from their use. By accepting these Terms & Conditions, you agree to and understand the following:

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1. Voluntary Use and User Responsibility.  You choose to use Third-Party Services entirely at your own risk. While Cabrella facilitates connectivity, we do not own, control, or operate any Third-Party Services and are not responsible for their availability, accuracy, compliance, or reliability in any jurisdiction.

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2. Acceptance of Third-Party Terms.  When connecting to a Third-Party Service, you agree to be bound by that provider’s own terms of service, privacy policy, end-user license agreements (EULA), or other applicable policies and contracts. You are solely responsible for reviewing and complying with those terms in all applicable regions and jurisdictions. Cabrella is not a party to and disclaims any liability under such third-party agreements.

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3. Data Access and Sharing.  By enabling an integration, you authorize Cabrella to access, exchange, and transmit certain data (such as order details, shipment records, customer information, and product data) between your Cabrella account and the relevant Third-Party Service as needed for functionality. Cabrella applies reasonable organizational and technical safeguards to protect your data during transmission and processing, in line with industry-standard practices. However, once your data is transmitted to or accessed by a Third-Party Service, it becomes subject to that provider’s data privacy, security, and retention practices. You acknowledge that Cabrella does not control and is not responsible for how third parties access, use, or protect your data under local, national, or international data protection laws.

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4. Disclaimer of Warranties and Limitation of Liability. All integrations are provided “as-is” and “as-available,” with no warranties or guarantees, express or implied. To the maximum extent permitted under applicable law, Cabrella disclaims all liability for direct, indirect, incidental, consequential, or punitive damages arising from your use of or inability to use any Third-Party Service. This includes, without limitation, liability for data loss, service interruptions, unauthorized access, or regulatory noncompliance resulting from third-party access or integration, whether or not such access is mediated by Cabrella.

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5. Security and Compliance.  Cabrella is dedicated to implementing robust security, availability, and privacy safeguards consistent with internationally recognized standards, including the SOC 2 framework. Our goal is to ensure a secure platform environment for all users, regardless of their geographic location. However, these safeguards apply only to Cabrella’s internal systems and processes. Cabrella does not control the security, privacy, or compliance practices of Third-Party Services and disclaims any representations, warranties, or obligations in relation to such services. By connecting with any Third-Party Service, you acknowledge and accept full responsibility for any associated risks or legal requirements that may arise in your jurisdiction.

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INTERNATIONAL USERS. Services are controlled and offered by CABRELLA from its facilities in the United States of America and can be access from countries around the world. CABRELLA makes no representations that Services are appropriate or available for use in other locations.  Those who access or use Services from other countries do so at their own volition and are responsible for compliance with local law.

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TYPOGRAPHICAL ERRORS. Though CABRELLA tries to make sure that all prices posted on its Services are accurate at all times, CABRELLA cannot be held responsible for typographical and other errors that may appear on the Services. If the posted price for an item or service is incorrect due to mistake, typographical or other errors, CABRELLA is only responsible for the correct price. CABRELLA reserves the right to refuse or cancel any orders placed for product listed at the incorrect prices or fees. Furthermore, CABRELLA reserves the right to refuse or cancel any such orders whether or not the order has been confirmed and Your credit card charged. CABRELLA will make every effort to provide You the most accurate, up-to-the-minute information; however, it is ultimately Your responsibility, as a user, to verify that all details listed are accurate.

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MISREPRESENTATION OR FRAUD. CABRELLA has no liability under this Agreement if You conceal or misrepresent any material fact or circumstance before or after a loss.

PERSONAL EXCULPATION. The obligations of CABRELLA are not personal obligations of the individual partners, directors, officers, shareholders, agents, or employees of CABRELLA.

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FORCE MAJEURE. CABRELLA shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor or materials.

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JURISDICTION. To the extent the parties are permitted under this Agreement to initiate litigation in a court, both You and CABRELLA agree that all claims and disputes arising out of or relating to this Agreement or the Services will be litigated exclusively in the courts located in Los Angeles County, California.

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INDEMNITY. You agree to INDEMNIFY AND HOLD CABRELLA and its parents, subsidiaries, affiliates, officers, employees, contractors, agents, business partners, and licensors harmless from any losses, costs, liabilities and expenses (including court costs and reasonable attorneys’ fees) relating to or arising out of: (a) Your misuse of the Services; (b) Your violation of this Agreement; (c) Your violation of any rights of another party, including any Users; or (d) Your violation of any applicable laws, rules or regulations. CABRELLA reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by You, in which event You will fully cooperate with CABRELLA in asserting any available defenses. You agree that the provisions in this Section will survive any termination of this Agreement or Your access to Services.

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17. CONTACT INFORMATION

You may contact CABRELLA using the following information:

(USA) 7164 Melrose Avenue, Los Angeles, CA 90046

(CANADA) 3080 Yonge Street Suite 6060, Toronto, ON M4N3N1

Email address: info@ecabrella.com

Phone number: (844) 422 – 2735

18. ACCEPTING THESE TERM AND CONDITIONS

In order to use the Services, You must first agree to the Terms and Conditions, which, for the avoidance of doubt, shall include the Insurance Information Summary, Privacy Policy, and Autopay Disclosure Agreement. You may not use the Services if You do not accept these Terms and Conditions. You understand and agree that CABRELLA will treat Your use of CABRELLA’s Services  as acceptance of these Terms and Conditions.

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The parties knowingly and expressly consent to the foregoing Terms and Conditions, the Insurance Information Summary, Privacy Policy, and Autopay Disclosure Agreement. Each party is authorized to enter into this Agreement on behalf of its respective party. By accepting these Terms and Conditions, the Insurance Information Summary, Privacy Policy, and Autopay Disclosure Agreement by Your use of CABRELLA’s Services, You affirm that:

1. You are of legal age to form a binding contract with CABRELLA, and You are fully able and competent to enter into this and abide by this Agreement; and

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2. You are not barred nor legally prohibited from using CABRELLA’s Services under the laws of the country or state in which You are a resident or use the Services.

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IF YOU DO NOT ACCEPT THESE TERMS AND CONDITIONS, THIS AGREEMENT SHALL BE NULL AND VOID AND YOU WILL HAVE NO RIGHTS UNDER THIS AGREEMENT.

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IF YOU ACCEPT THESE TERMS AND CONDITIONS, YOU ADMIT YOU HAVE READ AND REVIEWED ALL THE TERMS AND CONDITIONS, INSURANCE INFORMATION SUMMARY, PRIVACY POLICY and AUTOPAY DISCLOSURE AGREEMENT, AND YOU AGREE AND CONSENT TO THE TERMS AND CONDITIONS, INSURANCE INFORMATION SUMMARY, PRIVACY POLICY and AUTOPAY DISCLOS

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