WareMapRequest a demo

Terms of Service

Effective date: [DATE]

These Terms of Service ("Terms") are an agreement between Mad Ventures, LLC, a Michigan limited liability company doing business as WareMap ("WareMap," "we," "us"), and the person or business that uses our services or our website ("you"). They cover two things:

  • Part A — the storage and shipping service. Receiving, labeling, storing, handling, and shipping your trade-show materials and other goods.
  • Part B — the website and app. waremap.co, the WareMap app, the scan pages that open when a WareMap label is scanned, and the emails we send.

You accept these Terms by accepting a quote from us, by sending goods to us, by creating an account or scanning a label with your organization's PIN, or by using our website. If you are acting for a company, you confirm you have authority to bind it, and "you" means that company.

A quote, rate sheet, or service agreement we sign with you is part of this agreement. If it conflicts with these Terms, the signed document wins.

In plain English

This summary is here to help. The numbered sections below are the agreement.

  • We take reasonable care of your stuff. We are not an insurer of it.
  • Your goods are not insured by WareMap. Keep them on your own policy, the same way you would with a show contractor or an exhibit house.
  • If something is lost or damaged because we were careless, we pay — up to a per-pound, per-item, and per-occurrence limit, unless you told us in writing that an item was worth more and paid the extra charge.
  • If something is lost or damaged for a reason that isn't our fault — fire, flood, a carrier, a show-site crew, bad packing — we don't pay.
  • We ship parcels and cases by FedEx and UPS. Once a box is handed to them, their rules apply.
  • We don't ship freight. If something needs a pallet, a crate, or a truck, you book the freight carrier and we'll have it ready at our dock.
  • Tell us about a problem in writing within 30 days. Take photos in the app; that's what they're for.
  • Pay your invoices. If you don't, we can hold your goods and, after proper notice, sell them to cover what you owe.
  • Anyone you give your PIN to can move your inventory in the app. Choose carefully.

Part A — Storage and shipping

1. Definitions

  • Goods — anything you deliver to us or have delivered to us for storage, handling, or shipping, including flight cases, booth components, graphics, printed materials, giveaways, equipment, and their contents.
  • Item — a Good (or a group of Goods in one container) that has a WareMap label and a record in the App.
  • Label — a WareMap QR label. Labels are serialized and belong to WareMap's labeling system; the Item they're attached to belongs to you.
  • App — the WareMap web application, including the dashboard, the scan pages, and the records they contain.
  • Authorized User — a person you (or your admin) add to your organization in the App, whether they sign in with a PIN or an email.
  • Move — an entry in the App recording that an Item was shipped, arrived, relocated, counted, or annotated, by whom, and when.
  • Show — an event you've created in the App as a destination for your Goods.
  • Quote — the rates and services we've agreed with you in writing.

2. What we do

2.1. We receive Goods at our warehouse, attach a Label to each Item, record it in the App, store it, and ship it where you tell us. We may also produce or arrange production of printed materials for you and warehouse them on arrival.

2.2. We provide the services described in your Quote. Anything not in your Quote is provided only if we agree to it in writing, at our then-current rates.

2.3. We may decline to accept any Goods, before or after delivery, for any reason, including the prohibited items in §5. If we decline Goods after delivery, we'll tell you promptly and return them at your expense.

2.4. We don't open sealed cases. A closed flight case, carton, or crate is received and recorded as a single Item described the way you (or your Authorized Users) describe it. We have no knowledge of, and make no representation about, the contents or condition of the contents of a sealed container ("said to contain").

2.5. We are a warehouse. We are not a carrier, freight broker, or freight forwarder. When we arrange parcel shipping, we do so as your agent. We don't ship freight (§7.6).

3. Receiving, records, and counts

3.1. The App is the record. The Item records and Moves in the App are our record of what we received, where it is, and where it has been. They take the place of a paper warehouse receipt. Each Item record will show at least the Item's description, the date it was received, and its current location.

3.2. Check-in photos. We may photograph Goods when they arrive and when they leave. Those photos are attached to the relevant Move and are available to you in the App. They show the outside of the Item as we saw it.

3.3. Your review period. You must review new Item records within [10] days of creation and tell us in writing about any error in description, quantity, or condition. After that, the record is treated as accurate and as having been accepted by you.

3.4. Consumables. For Items tracked by count (brochures, giveaways, and similar), the count in the App is our good-faith count at the last time we or your Authorized Users counted them. Counts are approximate. We are not responsible for a shortfall of up to [2%] of the last recorded count or [10] units, whichever is greater. Partial shipments (sending some but not all of a counted Item) are handled by creating a separate Item for the portion that ships.

3.5. Items you create. If we mail you blank Labels and you create Items yourself, you are responsible for the accuracy of those records. Our receiving obligations for such Items begin when the Items physically arrive at our warehouse.

4. Labels

4.1. Labels are provided by us for use with the service. Don't remove a Label from an Item, move a Label from one Item to another, cover a Label, or reproduce a Label.

4.2. If a Label is lost, damaged, or unreadable, tell us and we'll apply a new one and update the record.

4.3. A blank Label we send you has no value and no Item until you create one. Lost or unused blank Labels don't need to be returned.

5. Prohibited and restricted goods

5.1. Don't send us, and don't declare as contents of a sealed container, any of the following:

  • Hazardous materials as defined by U.S. DOT or carrier rules, including compressed gases, flammables, corrosives, fireworks, and aerosols beyond ordinary quantities
  • Loose lithium batteries, or battery-powered equipment that isn't packed and labeled according to carrier rules
  • Perishable, temperature-sensitive, or live goods, including food and plants
  • Cash, securities, precious metals, jewelry, fine art, antiques, or collectibles
  • Firearms, ammunition, or weapons
  • Controlled substances, tobacco, or alcohol
  • Anything illegal to possess or ship, or that infringes someone else's rights
  • Anything that requires a license, permit, climate control, or special security that we have not agreed in writing to provide

5.2. High-value items. Any single Item worth more than $[5,000] must be declared to us in writing before it arrives, with its value, and accepted by us in writing. If you don't declare it, §9.3's limits apply as if it were an ordinary Item.

5.3. If you deliver prohibited Goods, you are responsible for any resulting loss, damage, fine, or cleanup, including harm to other customers' Goods and to our facility, and we may remove or dispose of them without liability to you.

6. Packing

6.1. You are responsible for packing your Goods so that they can be stored, handled, and shipped by ordinary commercial means without damage. Cases should be road-worthy and closed; loose Goods should be boxed.

6.2. We are not responsible for damage caused by inadequate packing, by the Goods' own nature (fragility, wear, deterioration, inherent vice), or by contents shifting inside a sealed container.

6.3. We may re-pack or add packing when we think it's needed for safe handling and may charge for materials and time at our current rates. Doing so doesn't make us responsible for the original packing.

7. Shipping and transit

7.1. Parcel and case shipping. We ship Items that qualify as parcels via FedEx or UPS (or another parcel carrier you select), under that carrier's standard terms, and we record the carrier and tracking number in the App. "Parcel" means a single piece the carrier accepts through its ordinary ground or express service — currently up to 150 pounds and 108 inches in length for FedEx and UPS. Most flight cases, banner-stand tubes, and cartons qualify.

7.2. Once Goods are handed to a carrier, the carrier's terms govern loss, damage, and delay. Carriers limit their liability — FedEx and UPS currently default to $100 per package unless a higher value is declared and paid for. If you want a higher declared value on a shipment, tell us in writing before it ships and we'll declare it and pass the carrier's charge through to you. We don't declare value unless you ask.

7.3. We don't guarantee delivery by any date, including a show's advance-warehouse deadline or move-in date. You are responsible for telling us deadlines with enough lead time, and we'll tell you when a request isn't feasible.

7.4. We are not responsible for anything that happens at a show site or advance warehouse — drayage, material handling, booth labor, or storage there are provided by others under their own terms.

7.5. Goods shipped to us are at your risk until we accept them at our dock and record them in the App.

7.6. We don't ship freight. Freight means anything that doesn't go as a parcel: palletized or crated shipments, pieces over the carrier's parcel limits, and anything that requires an LTL or truckload carrier, a bill of lading, a liftgate, or a scheduled pickup appointment. We don't book, broker, or pay for freight carriers, and we don't arrange them on your behalf. If any of your Goods need to move as freight:

  • (a) you (or your show contractor or exhibit house) book the freight carrier, pay them directly, and send us the pickup details and any paperwork the carrier needs at least [2] business days before pickup;
  • (b) we'll stage the Goods at our dock, hand them to your carrier during our business hours, sign the carrier's paperwork for the number of pieces only (not for contents or condition), and record the Move in the App, at our handling rates;
  • (c) palletizing, shrink-wrapping, or crating is available only if your Quote includes it; otherwise Goods are tendered as they are;
  • (d) from the moment your carrier takes possession, the carrier's terms govern, and any claim is between you and the carrier (§7.2 and §10.4 apply).

8. Fees and payment

8.1. Fees are set out in your Quote. Unless the Quote says otherwise: storage is billed monthly [in advance] on the first of the month, for the space your Items occupy on that day; handling, shipping, materials, and other services are billed when performed; carrier charges, declared-value charges, and third-party costs are passed through at cost [plus [X]%].

8.2. Invoices are due [net 15] days from the invoice date. Late amounts accrue interest at [1.5]% per month (or the maximum lawful rate, if lower) plus any collection costs we incur.

8.3. We may change rates on [30] days' written notice. If you don't accept a rate change, you may end the agreement under §12 and retrieve your Goods before the new rate takes effect.

8.4. A dispute about one invoice or one Item doesn't excuse payment of anything else. A claim for loss or damage doesn't offset amounts you owe.

9. Our liability for your goods

This section is a limitation of liability under MCL 440.7204 (Michigan's enactment of UCC §7-204). Read it.

9.1. Standard of care. We will exercise the care that a reasonably careful person would exercise with their own goods under similar circumstances. We are liable for loss of or damage to your Goods only if it was caused by our failure to exercise that care.

9.2. What we are not responsible for. We are not liable for loss, damage, or delay that could not have been avoided by the exercise of that care, including loss or damage caused by: fire, water, smoke, wind, weather, flood, earthquake, or other natural events; theft, vandalism, or acts of third parties; power or utility failure; rodents, insects, mold, or temperature and humidity in an ordinary dry warehouse; the nature of the Goods themselves; inadequate packing or labeling by you; carriers, show-site contractors, or anyone else outside our control; inaccurate records created by your Authorized Users; or your instructions.

9.3. YOUR GOODS ARE NOT INSURED BY WAREMAP. We do not insure your Goods against loss or damage from any cause, while they are in our warehouse or in transit. You are responsible for insuring your Goods — most commercial property or inland-marine policies can cover property off-premises and in transit. If you choose not to insure them, you accept that risk.

9.4. Limit on amount. If we are liable under §9.1, our liability for any Item is limited to the least of:

  • (a) the reasonable cost to repair the Item;
  • (b) the Item's fair market value at the time of loss, or the cost to replace it with a comparable used Item, whichever is less;
  • (c) $[0.50] per pound of the Item's actual weight;
  • (d) $[100] per Item; and
  • (e) $[1,500] per occurrence, regardless of the number of Items involved.

9.5. Declaring a higher value. You may increase the limit in §9.4 for some or all of your Items by declaring a value in writing — at the time you accept your Quote, or at any time afterward, before the loss — and paying our excess-valuation charge of $[0.50] per $100 of declared value per month (or the charge in your Quote). For Items with a declared value we've accepted in writing, our liability under §9.1 is limited to the lesser of the declared value and the amount in §9.4(a)–(b). Declaring a value doesn't change §9.1 or §9.2: it raises the cap; it doesn't make us an insurer.

9.6. Exception required by law. The limits in §9.4–9.5 don't apply to our liability for converting your Goods to our own use.

9.7. No indirect damages. Neither of us is liable to the other for lost profits, lost sales, lost opportunities, the cost of a missed show, rush replacement or reprinting, or any indirect, incidental, special, consequential, or punitive damages, however caused, even if advised they were possible. This applies to everything in these Terms, not just §9.

9.8. Our people. These limits protect our owners, employees, and contractors as well as WareMap.

10. Claims

10.1. Tell us in writing within [30] days. Any claim for loss, damage, shortage, or delay must be made to us in writing (email counts) within [30] days after the earlier of: the day the Goods were delivered to you or your designee, the day a Move recorded the Goods as arrived, or the day we notified you of the loss. Include the Item code(s), what happened, photos, and the amount claimed. Photos taken in the App at the time of the Move are the best evidence of condition; use them.

10.2. We may inspect the Goods and the packing. Don't discard damaged Goods or packing until we've had a reasonable chance to inspect them or have told you in writing that we won't.

10.3. Nine months to sue. Any lawsuit against us relating to Goods must be filed within [nine (9)] months after the day the claim arose. Otherwise it is waived.

10.4. Claims against a carrier are made against the carrier under its terms. We'll give you the records you need (tracking numbers, photos, Move history) and will help where we reasonably can, but the claim is yours.

11. Lien, unpaid charges, and abandoned goods

11.1. Lien. We have a lien on your Goods for all charges relating to them — storage, handling, shipping, materials, and the costs of preserving or selling them — and for all other amounts you owe us, as provided in MCL 440.7209.

11.2. Hold for nonpayment. If an invoice is more than [30] days overdue, we may refuse to release or ship your Goods until it's paid.

11.3. Sale of goods. If any amount is more than [60] days overdue, or if you fail to retrieve your Goods within [60] days after this agreement ends, we may sell or otherwise dispose of your Goods in the manner permitted by MCL 440.7210, after giving you the written notice that law requires. We'll apply the proceeds to what you owe and our costs, and send you any surplus. You remain responsible for any shortfall.

11.4. Goods we're unable to sell after reasonable effort may be disposed of in any lawful manner without liability to you.

11.5. Address for notices. Notices under this section go to the email and postal address on your account. Keep them current.

12. Term and ending the agreement

12.1. This agreement continues until either of us ends it. Either of us may end it for any reason on [30] days' written notice. We may end it immediately if you fail to pay, deliver prohibited Goods, or materially breach these Terms.

12.2. When it ends, you must arrange for all your Goods to leave our warehouse by the end date, at your expense. We'll ship them where you direct at our standard rates. Storage charges continue until they leave. Goods left after [60] days are treated under §11.3.

12.3. Sections 9, 10, 11, and 19–22, and any payment obligations, survive the end of this agreement.

Part B — Website and app

13. Accounts, PINs, and Authorized Users

13.1. Who's who. Your organization has at least one admin, who signs in with an email magic link and can manage your Items, places, shows, and people. Admins can add Authorized Users, who may sign in with a six-digit PIN or, if they have an email on file, a magic link. There are no passwords.

13.2. PINs are shared keys. Anyone who has a PIN for your organization can scan your Labels and record Moves for your Goods — including telling us to ship them somewhere. You are responsible for who you give PINs to, for deactivating people who leave, and for everything done in your organization's account by anyone using its PINs or links, whether or not you authorized that specific action. Tell us right away if you think a PIN or link has been compromised and we'll reset it.

13.3. Moves are your records. A Move recorded by one of your Authorized Users is your instruction and your record. We may act on it — for example, by preparing a shipment when a Move says Goods are being shipped from our warehouse. We are not responsible for Moves that are mistaken, incomplete, or recorded by someone you shouldn't have given a PIN to.

13.4. One organization. Each account is for one organization. You won't use the App for anyone else's Goods or let anyone outside your organization use your PINs.

13.5. Operator access. We can see and edit every record in the App for every customer. We need that to run the warehouse. We use it only to provide the service, keep it secure, and comply with law. See our Privacy Policy.

14. Your content

14.1. You own your data. The names, descriptions, photos, places, shows, Moves, and other content you and your Authorized Users put in the App are yours. You give us a license to store, display, process, back up, and transmit it as needed to provide the service, keep it secure, and improve it.

14.2. Audit trail. Moves are permanent. We don't edit or delete them, and neither can you — that's what makes the history trustworthy. A mistaken Move is corrected by recording another one. Items can be retired but not erased while the account is open.

14.3. Photos are not private. Photos uploaded to the App are stored at web addresses that are unguessable but not behind a login: anyone who has a photo's address can view it. Don't photograph anything you need kept confidential.

14.4. You're responsible for your content: that you have the right to upload it, and that it doesn't infringe anyone's rights, contain anything unlawful, or contain personal information you aren't permitted to share.

14.5. On request while your account is open, and for [30] days after it closes, we'll give you an export of your Item and Move records in CSV form, with links to your photos.

15. Acceptable use

Don't: scan or attempt to look up Labels that aren't yours (other than scanning a Label you physically encounter); probe, scan, or test the App's security; use automated tools to query it; try to access another organization's data; upload malware; use the App to store or ship anything prohibited by §5; or use the App in any way that violates law or these Terms. We may suspend access to protect the service or other customers.

16. Availability and changes

16.1. The App is provided as a tool to help run the storage service. We'll try to keep it available and working, but we don't guarantee uptime, uninterrupted access, or that it will be error-free. The Goods are tracked by the App; they are not dependent on it — if the App is down, call or email us.

16.2. We may change, add, or remove features of the App at any time. We'll tell you about changes that materially reduce what you can do.

16.3. We may suspend the App for maintenance or to address security issues.

17. Intellectual property

The WareMap name, logo, label design, website, and App are ours or our licensors', and are protected by law. These Terms give you the right to use them to receive the service and nothing more. Don't copy, modify, reverse-engineer, or create derivative works from the App or the labels.

18. Email and notices

We'll send service emails — sign-in links, PINs, and notices about your account and Goods — to the addresses on your account. You can't opt out of these while you have an account. Legal notices to us go to [legal@waremap.co] and PO Box 1752, Traverse City, MI 49685.

Part C — General terms

19. Disclaimer of warranties

Except as expressly stated in these Terms, the service, the website, the App, and the labels are provided "as is" and "as available," without warranties of any kind, express or implied, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement. We don't warrant that the App's records will be accurate if your Authorized Users record them inaccurately, that the destination suggestions it makes are correct, or that the map, geocoding, or carrier-tracking information it displays is accurate or current.

20. Overall limit on liability

For everything other than loss of or damage to Goods (which is governed by §9), our total liability to you for all claims arising out of these Terms, the service, the website, or the App is limited to the fees you paid us in the [12] months before the claim arose. §9.7 (no indirect damages) applies to all claims.

21. Indemnification

You will defend, indemnify, and hold harmless WareMap and its owners, employees, and contractors from any third-party claim, loss, fine, or expense (including reasonable attorneys' fees) arising from: your Goods, including prohibited or undisclosed Goods; a claim by someone else that they own or have rights in your Goods; your content; acts of your Authorized Users; or your breach of these Terms or of law.

22. Governing law and disputes

22.1. These Terms are governed by the laws of the State of Michigan, without regard to its conflict-of-laws rules. These Terms are a "storage agreement" for purposes of Article 7 of the Uniform Commercial Code as enacted in Michigan.

22.2. Any dispute will be brought in the state or federal courts located in [Grand Traverse County], Michigan, and each of us consents to the personal jurisdiction of those courts. [Alternative for attorney review: binding arbitration under the AAA Commercial Rules in Traverse City, Michigan, with small claims carved out.]

22.3. If either of us has to enforce these Terms, the prevailing party may recover reasonable attorneys' fees and costs.

23. Changes to these Terms

We may update these Terms. For changes that materially affect Part A, we'll give you at least [30] days' notice by email, and the change won't apply to Goods already in storage until that notice period ends. For other changes, the updated Terms apply when posted. If you don't agree to a change, end the agreement under §12 before it takes effect. The "Effective date" at the top is the date of the current version.

24. Everything else

24.1. Force majeure. Neither of us is responsible for failing to perform (other than paying money) because of events beyond our reasonable control — including natural disasters, fire, flood, epidemics, war, labor disputes, carrier failures, government action, and utility or internet outages — for as long as the event lasts.

24.2. Entire agreement. These Terms, your Quote, any signed service agreement, and the Privacy Policy are the whole agreement between us about the service. They replace any earlier discussions.

24.3. Severability. If any part of these Terms is unenforceable, the rest still applies, and the unenforceable part is enforced to the maximum extent the law allows.

24.4. Assignment. You may not assign this agreement without our written consent. We may assign it to a successor to our business.

24.5. No waiver. Not enforcing a term isn't a waiver of it.

24.6. Independent parties. We're an independent contractor; nothing here creates a partnership, joint venture, or employment relationship.

25. Contact

Mad Ventures, LLC (doing business as WareMap)
PO Box 1752
Traverse City, Michigan 49685
hello@waremap.co · [PHONE]