Freight Assistant - License Agreement

1. Your relationship with Freight Assistant
1.1 Your use of Freight Assistant’s software, services and web site is subject to the terms of a legal agreement between you and Freight Assistant. This document explains how the agreement is made up, and sets out some of the terms of that agreement.
1.2 Unless otherwise agreed in writing with Freight Assistant, your agreement with Freight Assistant will always include, at a minimum, the terms and conditions set out in this document. These are referred to below as the “Universal Terms”.
1.3 Your agreement with Freight Assistant will also include the terms of any Legal Notices applicable to the Services, in addition to the Universal Terms. All of these are referred to below as the “Additional Terms”. Where Additional Terms apply to a Service, these will be accessible for you to read either within, or through your use of, that Service.
1.4 The Universal Terms, together with the Additional Terms, form a legally binding agreement between you and Freight Assistant in relation to your use of the Services. It is important that you take the time to read them carefully. Collectively, this legal agreement is referred to below as the “Terms”.
1.5 If there is any contradiction between what the Additional Terms say and what the Universal Terms say, then the Additional Terms shall take precedence in relation to that Service.

2. Accepting the Terms
2.1 In order to use the Services, you must first agree to the Terms. You may not use the Services if you do not accept the Terms.
2.2 You can accept the Terms by:
(A) clicking to accept or agree to the Terms, where this option is made available to you by Freight Assistant in the user interface for any Service; or
(B) actually using the Services. In this case, you understand and agree that Freight Assistant will treat your use of the Services as acceptance of the Terms from that point onwards.
2.3 You may not use the Services and may not accept the Terms if (a) you are not of legal age to form a binding contract with Freight Assistant, or (b) you are a person barred from receiving the Services under the laws of the USA or other countries including the country in which you are resident or from which you use the Services.
2.4 Before you continue, you should print off or save a local copy of the Universal Terms for your records.

3. Provision of the Services by Freight Assistant
3.1 Freight Assistant is constantly innovating in order to provide the best possible experience for its users. You acknowledge and agree that the form and nature of the Services which Freight Assistant provides may change from time to time without prior notice to you.

4. Use of the Services by you
4.1 In order to access certain Services, you may be required to provide information about yourself (such as identification or contact details) as part of the registration process for the Service, or as part of your continued use of the Services. You agree that any registration information you give to Freight Assistant will always be accurate, correct and up to date.
4.2 You agree to use the Services only for purposes that are permitted by (a) the Terms and (b) any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions (including any laws regarding the export of data or software to and from the USA or other relevant countries).
4.3 You agree not to access (or attempt to access) any of the Services by any means other than through the interface that is provided by Freight Assistant, unless you have been specifically allowed to do so in a separate agreement with Freight Assistant. You specifically agree not to access (or attempt to access) any of the Services through any automated means (including use of scripts or web crawlers) and shall ensure that you comply with the instructions set out in any robots.txt file present on the Services.
4.4 You agree that you will not engage in any activity that interferes with or disrupts the Services (or the servers and networks which are connected to the Services).
4.5 Unless you have been specifically permitted to do so in a separate agreement with Freight Assistant, you agree that you will not reproduce, duplicate, copy, sell, trade or resell the Services for any purpose.
4.6 You agree that you are solely responsible for (and that Freight Assistant has no responsibility to you or to any third party for) any breach of your obligations under the Terms and for the consequences (including any loss or damage which Freight Assistant may suffer) of any such breach.

5. Sending Mass Mail to someone using Freight Assistant. Permission Policy
5.1. Mass Mailing module is designed to let organizations send emails to people who want to receive those emails. Freight Assistant’s permission policy is part of the Terms of Use agreed to by every Freight Assistant customer. It goes beyond the stipulations set forth in the United States’ Can-Spam legislation and is as follows:
To send an email to someone using Freight Assistant, that recipient must be:
(A)   Someone who is a customer, member or subscriber of your business or organization,
(B)   Someone who has specifically asked to receive your emails by opting in or signing up in some way, or
(C)   Someone who has bought a product or service from you in the past 18 months.

6. Your passwords and account security
6.1 You agree and understand that you are responsible for maintaining the confidentiality of passwords associated with any account you use to access the Services.
6.2 Accordingly, you agree that you will be solely responsible to Freight Assistant for all activities that occur under your account.
6.3 If you become aware of any unauthorized use of your password or of your account, you agree to notify Freight Assistant immediately at .

7. Privacy and your personal information
7.1 For information about Freight Assistant’s data protection practices, please read Freight Assistant’s Privacy Policy. This policy explains how Freight Assistant treats your personal information, and protects your privacy, when you use the Services.
7.2 You agree to the use of your data in accordance with Freight Assistant’s privacy policies.

8. Proprietary rights
8.1 You acknowledge and agree that Freight Assistant owns all legal right, title and interest in and to the Services, including any intellectual property rights which subsist in the Services (whether those rights happen to be registered or not, and wherever in the world those rights may exist). You further acknowledge that the Services may contain information which is designated confidential by Freight Assistant and that you shall not disclose such information without Freight Assistant’s prior written consent.
8.2 Unless you have agreed otherwise in writing with Freight Assistant, nothing in the Terms gives you a right to use any of Freight Assistant’s trade names, trade marks, service marks, logos, domain names, and other distinctive brand features.
8.3 If you have been given an explicit right to use any of these brand features in a separate written agreement with Freight Assistant, then you agree that your use of such features shall be in compliance with that agreement, any applicable provisions of the Terms, and Freight Assistant’s brand feature use guidelines as updated from time to time.
8.4 You agree that you shall not remove, obscure, or alter any proprietary rights notices (including copyright and trade mark notices) which may be affixed to or contained within the Services.
8.5 Unless you have been expressly authorized to do so in writing by Freight Assistant, you agree that in using the Services, you will not use any trade mark, service mark, trade name, logo of any company or organization in a way that is likely or intended to cause confusion about the owner or authorized user of such marks, names or logos.

9. License from Freight Assistant
9.1 Freight Assistant gives you a personal, worldwide, non-assignable and non-exclusive license to use the software provided to you by Freight Assistant as part of the Services as provided to you by Freight Assistant (referred to as the “Software” below). This license is for the sole purpose of enabling you to use and enjoy the benefit of the Services as provided by Freight Assistant, in the manner permitted by the Terms.
9.2 You may not (and you may not permit anyone else to) copy, modify, create a derivative work of, reverse engineer, decompile or otherwise attempt to extract the source code of the Software or any part thereof, unless this is expressly permitted or required by law, or unless you have been specifically told that you may do so by Freight Assistant, in writing.
9.3 Unless Freight Assistant has given you specific written permission to do so, you may not assign (or grant a sub-license of) your rights to use the Software, grant a security interest in or over your rights to use the Software, or otherwise transfer any part of your rights to use the Software.

10. Software updates
10.1 The Software which you use may automatically download and install updates from time to time from Freight Assistant. These updates are designed to improve, enhance and further develop the Services and may take the form of bug fixes, enhanced functions, new software modules and completely new versions. You agree to receive such updates (and permit Freight Assistant to deliver these to you) as part of your use of the Services.

11. Ending your relationship with Freight Assistant
11.1 The Terms will continue to apply until terminated by either you or Freight Assistant as set out below.
11.2 If you want to terminate your legal agreement with Freight Assistant, you may do so by (a) notifying Freight Assistant at any time and (b) closing your accounts for all of the Services which you use, where Freight Assistant has made this option available to you. Your notice should be sent, in writing, to Freight Assistant’s address which is set out at the beginning of these Terms.
11.3 Freight Assistant may at any time, terminate its legal agreement with you if:
(A) you have breached any provision of the Terms (or have acted in manner which clearly shows that you do not intend to, or are unable to comply with the provisions of the Terms); or
(B) Freight Assistant is required to do so by law (for example, where the provision of the Services to you is, or becomes, unlawful).
11.4 Nothing in this Section shall affect Freight Assistant’s rights regarding provision of Services under Section 3 of the Terms.
11.5 When these Terms come to an end, all of the legal rights, obligations and liabilities that you and Freight Assistant have benefited from, been subject to (or which have accrued over time whilst the Terms have been in force) or which are expressed to continue indefinitely, shall be unaffected by this cessation.

12. EXCLUSION OF WARRANTIES
12.1 NOTHING IN THESE TERMS, INCLUDING SECTIONS 12 AND 13, SHALL EXCLUDE OR LIMIT FREIGHT ASSISTANT’S WARRANTY OR LIABILITY FOR LOSSES WHICH MAY NOT BE LAWFULLY EXCLUDED OR LIMITED BY APPLICABLE LAW. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR CONDITIONS OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR LOSS OR DAMAGE CAUSED BY NEGLIGENCE, BREACH OF CONTRACT OR BREACH OF IMPLIED TERMS, OR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, ONLY THE LIMITATIONS WHICH ARE LAWFUL IN YOUR JURISDICTION WILL APPLY TO YOU AND OUR LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.
12.2 YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK AND THAT THE SERVICES ARE PROVIDED "AS IS" AND “AS AVAILABLE.”
12.3 IN PARTICULAR, FREIGHT ASSISTANT, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS DO NOT REPRESENT OR WARRANT TO YOU THAT:
(A) YOUR USE OF THE SERVICES WILL MEET YOUR REQUIREMENTS,
(B) YOUR USE OF THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR,
(C) ANY INFORMATION OBTAINED BY YOU AS A RESULT OF YOUR USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE, AND
(D) THAT DEFECTS IN THE OPERATION OR FUNCTIONALITY OF ANY SOFTWARE PROVIDED TO YOU AS PART OF THE SERVICES WILL BE CORRECTED.
12.4 ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR OTHER DEVICE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.
12.5 NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM FREIGHT ASSISTANT OR THROUGH OR FROM THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS.
12.6 FREIGHT ASSISTANT FURTHER EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

13. LIMITATION OF LIABILITY
13.1 SUBJECT TO OVERALL PROVISION IN PARAGRAPH 12.1 ABOVE, YOU EXPRESSLY UNDERSTAND AND AGREE THAT FREIGHT ASSISTANT, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS SHALL NOT BE LIABLE TO YOU FOR:
(A) ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL CONSEQUENTIAL OR EXEMPLARY DAMAGES WHICH MAY BE INCURRED BY YOU, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY. THIS SHALL INCLUDE, BUT NOT BE LIMITED TO, ANY LOSS OF PROFIT (WHETHER INCURRED DIRECTLY OR INDIRECTLY), ANY LOSS OF GOODWILL OR BUSINESS REPUTATION, ANY LOSS OF DATA SUFFERED, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR OTHER INTANGIBLE LOSS;
(B) ANY LOSS OR DAMAGE WHICH MAY BE INCURRED BY YOU, INCLUDING BUT NOT LIMITED TO LOSS OR DAMAGE AS A RESULT OF:
(I) ANY RELIANCE PLACED BY YOU ON THE COMPLETENESS, ACCURACY OR EXISTENCE OF ANY ADVERTISING, OR AS A RESULT OF ANY RELATIONSHIP OR TRANSACTION BETWEEN YOU AND ANY ADVERTISER OR SPONSOR WHOSE ADVERTISING APPEARS ON THE SERVICES;
(II) ANY CHANGES WHICH FREIGHT ASSISTANT MAY MAKE TO THE SERVICES, OR FOR ANY PERMANENT OR TEMPORARY CESSATION IN THE PROVISION OF THE SERVICES (OR ANY FEATURES WITHIN THE SERVICES);
(III) THE DELETION OF, CORRUPTION OF, OR FAILURE TO STORE, ANY CONTENT AND OTHER COMMUNICATIONS DATA MAINTAINED OR TRANSMITTED BY OR THROUGH YOUR USE OF THE SERVICES;
(III) YOUR FAILURE TO PROVIDE FREIGHT ASSISTANT WITH ACCURATE ACCOUNT INFORMATION;
(IV) YOUR FAILURE TO KEEP YOUR PASSWORD OR ACCOUNT DETAILS SECURE AND CONFIDENTIAL;
13.2 THE LIMITATIONS ON FREIGHT ASSISTANT LIABILITY TO YOU IN PARAGRAPH 13.3 ABOVE SHALL APPLY WHETHER OR NOT FREIGHT ASSISTANT HAS BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING.

14. Copyright
14.1 Freight Assistant’s copyright is owned by “Freight Assistant”.

15. Other content
15.1 The Services may include hyperlinks to other web sites or content or resources. Freight Assistant may have no control over any web sites or resources which are provided by companies or persons other than Freight Assistant.
15.2 You acknowledge and agree that Freight Assistant is not responsible for the availability of any such external sites or resources, and does not endorse any advertising, products or other materials on or available from such web sites or resources.
15.3 You acknowledge and agree that Freight Assistant is not liable for any loss or damage which may be incurred by you as a result of the availability of those external sites or resources, or as a result of any reliance placed by you on the completeness, accuracy or existence of any advertising, products or other materials on, or available from, such web sites or resources.

16. Changes to the Terms
16.1 Freight Assistant may make changes to the Universal Terms or Additional Terms from time to time. When these changes are made, Freight Assistant will make a new copy of the Universal Terms available in License Agreement and any new Additional Terms will be made available to you from within, or through, the affected Services.
16.2 You understand and agree that if you use the Services after the date on which the Universal Terms or Additional Terms have changed, Freight Assistant will treat your use as acceptance of the updated Universal Terms or Additional Terms.

17. General legal terms
17.1 Sometimes when you use the Services, you may (as a result of, or through your use of the Services) use a service or download a piece of software, or purchase goods, which are provided by another person or company. Your use of these other services, software or goods may be subject to separate terms between you and the company or person concerned. If so, the Terms do not affect your legal relationship with these other companies or individuals.
17.2 The Terms constitute the whole legal agreement between you and Freight Assistant and govern your use of the Services (but excluding any services which Freight Assistant may provide to you under a separate written agreement), and completely replace any prior agreements between you and Freight Assistant in relation to the Services.
17.3 You agree that Freight Assistant may provide you with notices, including those regarding changes to the Terms, by email, regular mail, or postings on the Services.
17.4 You agree that if Freight Assistant does not exercise or enforce any legal right or remedy which is contained in the Terms (or which Freight Assistant has the benefit of under any applicable law), this will not be taken to be a formal waiver of Freight Assistant’s rights and that those rights or remedies will still be available to Freight Assistant.
17.5 If any court of law, having the jurisdiction to decide on this matter, rules that any provision of these Terms is invalid, then that provision will be removed from the Terms without affecting the rest of the Terms. The remaining provisions of the Terms will continue to be valid and enforceable.