Terms and Conditions
Table of Contents
- Acceptance of Terms
- Your Obligations and Conduct
- Confidentiality of Trakking Information
- Content Submitted to Trakking
- Delivery of Email
- Notices, Modification and Termination of Services 8. Location Service Terms
- Payment Terms
- Third-Party Content
- Advertisements and Promotions
- Intellectual Property Rights
- Disclaimer of Warranties
- Limitation of Liability
- General Terms
1.2. TSC TRAKKING SOFTWARE CORPORATION AND ITS AFFILIATES ("Trakking ") PROVIDE THIS WEBSITE TO YOU, YOUR EMPLOYEES, AGENTS, AND CONTRACTORS,AND ANY OTHER ENTITY ON WHOSE BEHALF YOU ACCEPT THESE TERMS (COLLECTIVELY "YOU"), SUBJECT TO THESE TERMS. THESE TERMS ARE ENTERED INTO BY AND BETWEEN TRAKKING AND YOU, AND YOU ACCEPT THEM BY: (a) PLACING AN ORDER THROUGH THIS WEBSITE; (b) USING THIS WEBSITE IN ANY OTHER MANNER; AND/OR (c) ACKNOWLEDGING AGREEMENT WITH THESE TERMS. IF YOU ARE USING THIS WEBSITE ON BEHALF OF YOUR EMPLOYER, YOU REPRESENT AND WARRANT THAT YOU ARE AUTHORIZED TO ACCEPT THESE TERMS ON YOUR EMPLOYER'S BEHALF, AND THAT YOUR EMPLOYER AGREES TO INDEMNIFY YOU AND TRAKKING FOR VIOLATIONS OF THESE TERMS. IF YOU DO NOT AGREE TO ALL OF THESE TERMS, DO NOT USE THIS WEBSITE. BY ACCESSING OR USING THIS WEBSITE, YOU AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS AND AGREE THAT YOU ARE RESPONSIBLE FOR COMPLIANCE WITH ANY APPLICABLE LOCAL LAWS.
1.3. This website (“Website”) includes without limitation: (a) various modules pertaining to and supporting services for the distribution, allocation, and management of shipping containers and transport of cargo, online support of such services, and other on-line services accessible via this Website (collectively the “Services”); (b) information such as technical, contractual, product, program, pricing, marketing, and other valuable information (“Information”); and (c) content such as data, text, software, music, sound, photographs, graphics, video, messages, or other materials (“Content”). Trakking controls and operates its Website from various locations and makes no representation that this Website is appropriate or available for use in all locations. The Services may not be available in Your location, and deliverables may vary among locations.
1.4. Unless otherwise noted, these Terms govern transactions You make through this Website, unless You have in effect a separate valid written purchase or license agreement with Trakking for that product or service, in which case that separate agreement governs, and in cases of conflict, prevails.
2. YOUR OBLIGATIONS AND CONDUCT
2.1. In consideration of Your use of this Website, You agree to: (a) provide accurate, current, and complete information about You as may be prompted by a registration form on this Website (the “Registration Data”); (b) maintain the security of your password and identification; (c) maintain and promptly update the Registration Data, and any information You provide to Trakking, to keep it accurate, current and complete; and (d) accept all risks of unauthorized access to information and Registration Data. You have sole responsibility for adequate protection and backup of data and/or equipment used in connection with this Website.
2.2. You are entirely responsible for all Content that You upload, post or otherwise provide via this Website, including the accuracy of the Content. You acknowledge and agree that other users of this Website may rely on the Content You provide.
2.3. You agree not to provide via this Website any Content that: (a) is inaccurate, harmful, obscene, pornographic, defamatory, racist, violent, offensive, harassing, or otherwise objectionable to Trakking or other users of this Website; (b) includes unauthorized disclosure of personal information; (c) violates or infringes anyone's intellectual property rights; or (d) contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment. Trakking reserves the right to edit or remove Content that violates these Terms or that contains third-party commercial advertisements.
2.4. You agree that You will not use this Website to: (a) transmit spam, bulk or unsolicited communications; (b) pretend to be Trakking or someone else, or spoof Trakking’s or someone else's identity; (c) forge headers or otherwise manipulate identifiers (including URLs) in order to disguise the origin of any Content transmitted through the Services; (d) misrepresent your affiliation with a person or entity; (e) disrupt the normal flow of dialogue or otherwise act in a manner that negatively affects other users' ability to use this Website; (f) engage in activities that would violate any fiduciary relationship, any applicable local, state, national or international law, or any regulations having the force of law, including but not limited to attempting to compromise the security of any networked account or site, operating an illegal lottery or gambling operation, stalking, or making threats of harm; or (g) collect or store personal data about other users unless specifically authorized by such users.
3. CONFIDENTIALITY OF TRAKKING SOFTWARE INFORMATION
3.1. You may obtain direct access via this Website to certain confidential information of Trakking, its suppliers, and users of this Website, including without limitation technical, contractual, product, program, pricing, marketing and other valuable information that should reasonably be understood as confidential (“Confidential Information”). You must hold Confidential Information in strict confidence. Title to Confidential Information remains with its originating or providing party.
3.2. Your obligations regarding Confidential Information expire five (5) years after the date of disclosure. Upon termination of these Terms or Trakking’s written request, You must cease use of Confidential Information and return or destroy it.
3.3. These Terms impose no obligation upon You with respect to Confidential Information that You can establish by legally sufficient evidence: (a) You possessed prior to Your receipt from Trakking , without an obligation to maintain its confidentiality; (b) is or becomes generally known to the public through no act or omission by You, or otherwise without violation of these Terms; (c) You obtained from a third party who had the right to disclose it, without an obligation to keep such information confidential; (d) You independently developed without the use of Confidential Information and without the participation of individuals who have had access to it, or (e) in response to a valid order by a court or other governmental body, as otherwise required by law, or as necessary to establish the rights of either party under these Terms and as disclosed after prior notice to Trakking adequate to afford Trakking the opportunity to object to the disclosure.
4. CONTENT SUBMITTED TO TRAKKING
4.1. Trakking does not claim ownership of the Content You place on this Website and shall have no obligation of any kind with respect to such Content. Unless otherwise stated herein, or in Trakking's Legal and Privacy Notices, any Content You provide in connection with this Website shall be deemed to be provided on a nonconfidential basis. Trakking shall be free to use or disseminate such Content on an unrestricted basis for any purpose, and You grant Trakking and all other users of this Website an irrevocable, worldwide, royalty-free, nonexclusive license to use, reproduce, modify, distribute, create derivative works, aggregate, collate, analyze, transmit, display, perform, adapt, resell and publish such Content (including in digital form). You represent and warrant that you have proper authorization for the worldwide transfer and processing among Trakking, its affiliates, and third-party providers of any information that You may provide on this Website.
4.2. Trakking and its designees reserve the right to monitor, restrict access to, edit or remove any Content that is available via this Website.
5. DELIVERY OF EMAIL
5.1. You consent to receiving emails and other communications from the Website, other users of the Website, and Trakking in connection with the Services. You agree that all agreements, notices, disclosures, and other communications that the Services provide to You electronically satisfies any legal requirement that such communications be in writing.
5.2. Trakking will attempt to deliver all of the email that is addressed to Your email address provided by You in the Registration Data or as otherwise amended via the Services. However, the nature of email is such that Trakking cannot guarantee delivery of such email.
6.1. You agree to indemnify and hold Trakking and its subsidiaries, suppliers, and affiliates, and their respective shareholders, officers, directors, agents, licensors, employees and representatives harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of Your Content, Your use of or connection to this Website (including any use by You on behalf of Your employer), Your violation of these Terms, or Your violation of any rights of another person.
7. NOTICES; MODIFICATION AND TERMINATION OF SERVICES; AMENDMENT OF TERMS
7.1. Trakking may provide notice to You via email, regular mail, or providing notices or links to notices on this Website. Trakking reserves the right at any time to modify, suspend or terminate the Services (or any part thereof), and/or Your use of or access to the Website or any part thereof, with or without notice. Trakking will not be liable to You or any third-party for any modification, suspension, or termination of the Services, or loss of related information. Trakking may amend these Terms at any time without notice to You by providing the amended terms on this Website.
8. PAYMENT TERMS
8.1. For each shipment, Trucking Users shall pay Trakking the fee quoted upon acceptance of the applicable transaction on the Service (the “Booking Fee”). Trakking reserves the right to change pricing for the Service (from time to time at its sole discretion) by updating this Website and Application and without notice to users of this Website.
8.2. You acknowledge that the Booking Fee is payment only for the use of the Services, and that it is a condition that the Booking Fee is payable at the time of booking. Trakking is not responsible for any other transaction fees, charges, or costs that may be payable by or to Trucking Users or any other users of the Website in connection with any transaction except where otherwise stated.
9. THIRD-PARTY CONTENT
9.1. This Website may include links to third-party sites or integrations with third-party software, including but not limited to third-party payment platforms, and accessibility accommodations. Trakking does not endorse or make any representations about third-party content, nor does the inclusion of any link imply such endorsement. Trakking is not responsible for any form of transmission received from third-party sites. Trakking does not control and is not responsible for the contents of any third-party sites any links contained in third-party sites, any changes or updates to third-party sites, or the privacy practices of any third-party sites, which may differ from those of Trakking and this Website.
You acknowledge and agree that Trakking is not responsible for the availability of such third-party sites or resources and does not endorse and is not responsible or liable for any content, advertising, products, or other materials on or available from such sites or resources. Trakking will not be responsible or liable, directly or indirectly, for any actual or alleged damage or loss caused by or in connection with use of or reliance on any such content, goods or services available on or through any such site or resource.
10. ADVERTISEMENTS AND PROMOTIONS
10.1. Trakking may run advertisements and promotions from third parties on this Website. Your correspondence or business dealings with, or participation in promotions of, advertisers other than Trakking found on or through this Website, including payment and delivery of related goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between You and such advertiser. Trakking is not responsible or liable for any loss or damage of any sort incurred directly or indirectly as the result of any such dealings or as the result of the presence of such non-Trakking advertisers on this Website.
11. INTELLECTUAL PROPERTY RIGHTS
11.1. Except as otherwise stated in these Terms, all Content included in or made available on this Website, including but not limited to all names, marks, brands, logos, designs, trade dress, slogans and other designations Trakking uses in connection with the Services (collectively, the “Trakking Trademarks”) are property of Trakking and protected by Canadian and international copyright laws. All other trademarks not owned by Trakking or affiliates whose intellectual property may appear on this Website are the property of their respective owners.
11.2. Except as expressly authorized by Trakking or by Content providers, You agree not to reproduce, modify, rent, lease, loan, sell, distribute, mirror, frame, republish, download, transmit, or create derivative works of the Content of others, in whole or in part, by any means. You must not use, collate, aggregate, modify, decompile, or reverse engineer any software Trakking provides to You, and You must not remove or modify any copyright or trademark notice, or other notice of ownership.
11.3. You agree to comply with the Trakking Trademark and Logo Usage Requirements, in effect and as amended or supplemented from time to time. You may not remove or alter any Trakking Trademarks, or co-brand your own products or material with Trakking Trademarks, without Trakking's prior written consent. You acknowledge Trakking's rights in the Trakking Trademarks and agree that any use of the Trakking Trademarks by You shall inure to Trakking's sole benefit. You agree not to incorporate any Trakking Trademarks into Your trademarks, service marks, company names, Internet addresses, domain names, or any other similar designations, for use on or in connection with computer or Internet-related products, services or technologies. Where consent for use of the Trakking Trademarks has been provided to You by Trakking, it is a condition for the use of the Trakking Trademarks that You agree not to use any Trakking Trademarks in any manner that is likely to cause confusion as to its ownership, or in any manner that disparages or discredits Trakking.
11.4. Trakking is committed to respecting others' intellectual property rights, and we ask our users to do the same. If You believe that Your work has been copied in a way that constitutes copyright infringement on our Website, please contact our legal department via email at: email@example.com
11.5.Unless explicitly stated herein, nothing in these Terms shall be construed as conferring any right, title, or license to intellectual property rights, whether by estoppel, implication, or otherwise. Permission is granted to display, copy, distribute and download Content owned by Trakking on this Website provided that: (a) the copyright notice pertaining to the Content remains, and a permission notice (e.g., “Used with permission”) is added to such Content; (b) the purpose of such Content is solely for personal and non-commercial use; (c) such Content will not be copied or posted on any networked computer or published in any medium, except as explicitly permitted by valid permission or license covering such materials; and (d) no modifications are made to such Content. This permission terminates automatically without notice if You breach any of these Terms or conditions in this Section 11.5. Upon termination, You must immediately destroy any downloaded and/or printed Content.
12. DISCLAIMER OF WARRANTIES
12.1. YOUR USE OF THIS WEBSITE OR ANY PART THEREOF IS AT YOUR SOLE RISK UNLESS OTHERWISE EXPLICITLY STATED. THIS WEBSITE, INCLUDING THE INFORMATION, SERVICES AND CONTENT (AS DEFINED IN SECTION 1.2) IS PROVIDED ON AN “AS IS”, “WHERE IS”, “AS AVAILABLE”, AND “WITH ALL FAULTS” BASIS. TRAKKING DISCLAIMS ALL EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS, AND WARRANTIES OF ANY KIND, INCLUDING ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. TRAKKING MAKES NO REPRESENTATIONS, WARRANTIES, CONDITIONS OR GUARANTEES AS TO THE USEFULNESS QUALITY, SUITABILITY, TRUTH, ACCURACY OR COMPLETENESS OF THIS WEBSITE OR ANY PART THEREOF.
12.2. TRAKKING MAKES NO WARRANTY OR REPRESENTATION THAT: (a) THIS WEBSITE OR ANY PART THEREOF WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (b) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THIS WEBSITE OR ANY PART THEREOF WILL BE ACCURATE OR RELIABLE; (c) THE QUALITY OF ANY SERVICES, CONTENT, OR INFORMATION PROVIDED BY THIS WEBSITE WILL MEET YOUR EXPECTATIONS OR REQUIREMENTS; OR (d) ANY ERRORS IN THIS WEBSITE OR ANY PART THEREOF WILL BE CORRECTED.
12.3. YOU ASSUME ALL RISK FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM USE OF OR ACCESS TO THIS WEBSITE OR ANY PART THEREOF, INCLUDING ANY DAMAGES RESULTING FROM COMPUTER VIRUSES.
13. LIMITATION OF LIABILITY
13.1. TO THE FULL EXTENT PERMITTED BY LAW, TRAKKING IS NOT LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF BUSINESS, REVENUE, PROFITS, GOODWILL, USE, DATA, ELECTRONICALLY TRANSMITTED ORDERS, OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF OR IN CONNECTION WITH THIS WEBSITE, EVEN IF TRAKKING SOFTWARE HAS PREVIOUSLY BEEN ADVISED OF, OR REASONABLY COULD HAVE FORESEEN, THE POSSIBILITY OF SUCH DAMAGES, HOWEVER THEY ARISE, WHETHER IN BREACH OF CONTRACT OR IN TORT (INCLUDING NEGLIGENCE OR ANY OTHER THEORY OF LAW WHATSOEVER), INCLUDING WITHOUT LIMITATION DAMAGES DUE TO: (a) THE USE OF OR THE INABILITY TO USE THIS WEBSITE; (b) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED, OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO, THROUGH OR FROM THIS WEBSITE OR ANY PART THEREOF; (c) RELIANCE ON THE CONTENT, INFORMATION, OR SERVICES PRESENT ON THIS WEBSITE; (d) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THIS WEBSITE, INCLUDING WITHOUT LIMITATION UNAUTHORIZED ACCESS TO OR ALTERATION OF TRANSMISSIONS OR DATA, MALICIOUS OR CRIMINAL BEHAVIOR, OR FALSE OR FRAUDULENT TRANSACTIONS; (e) CONTENT OR INFORMATION YOU MAY DOWNLOAD, USE, MODIFY OR DISTRIBUTE; OR (f) ANY DAMAGES OR COSTS INCURRED DURING YOUR USE OF THIS WEBSITE, ANY SHIPMENT RESULTING FROM USE OF THE SERVICES, OR ANY DISPUTE OR ACTION BETWEEN PARTIES MAKING USE OF THE SERVICES.
13.2. TO THE EXTENT THAT ANY JURISDICTION DOES NOT ALLOW THE EXCLUSION OR LIMITATION OF DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, PORTIONS OF THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY.
15. GENERAL TERMS
15.1. These Terms constitute the entire agreement between You and Trakking relating to their subject matter, and cancel and supersede any prior versions of these Terms. No modification to these Terms will be binding, unless in writing and signed by an authorized Trakking representative. You must not assign or otherwise transfer these Terms or any right granted hereunder. You also may be subject to additional terms and conditions that may apply when You use Trakking or third-party products or services.
15.2. You agree that any material breach of Sections 2, 3, 4, 6, and 11 of these Terms will result in irreparable harm to Trakking for which damages would be an inadequate remedy and, therefore, in addition to its rights and remedies otherwise available at law, Trakking will be entitled to equitable relief, including both a preliminary and permanent injunction, if such a breach occurs. You waive any requirement for the posting of a bond or other security if Trakking seeks such an injunction.
15.3. These Terms and Your use of this Website shall be governed by and interpreted and enforced in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein without reference to British Columbia’s conflict of law rules or the United Nations Convention on Contracts for the International Sale of Goods. You and Trakking agree to submit to the personal and exclusive jurisdiction of the courts located within the city of Vancouver, in the province of British Columbia, in the country of Canada.
15.4. Services, Content, and Information derived or obtained from this Website may be subject to the Canada Export laws and the export or import laws of other countries. You agree to comply strictly with all such laws and, in particular, shall: (a) obtain any export, reexport, or import authorizations required by Canada or your local laws; (b) not use Services, Content, or Information from this Website to design, develop or produce missile, chemical/biological, or nuclear weaponry; and (c) not provide Services, Content, or direct product from this Website to prohibited countries and entities identified in the Canada export regulations.
15.5. Rights and obligations under these Terms which by their nature should survive will remain in full effect after termination or expiration of these Terms.
15.6. Nothing in these Terms creates, implies or evidences any partnership or joint venture between the You and Trakking, or the relationship between of principal and agent. Neither Trakking nor You has any authority to make any representation or commitment, or incur any liability, on behalf of one another.
15.7. Any express waiver or failure to exercise promptly any right under these Terms will not create a continuing waiver or any expectation of non-enforcement. If any provision of these Terms is held invalid by any law or regulation of any government, or by any court or arbitrator, the parties agree that such provision will be replaced with a new provision that accomplishes the original business purpose, and the other provisions of these Terms will remain in full force and effect.