Agreement Date and Version
DATE OF LAST REVISION: February 4, 2018
AGREEMENT VERSION NO.: 1
IMPORTANT! READ THIS ENTIRE AGREEMENT CAREFULLY.
Please read this Agreement carefully as it contains important information regarding your legal rights, remedies, and obligations, including various limitations and exclusions.
Koho an Expeditors company and tradename of Expeditors International of Washington, Inc. and its affiliated companies (“Expeditors” or “we”,“us”, or “our”) are pleased to give you (also referred to as “I”) access to the Koho Freight Shipping Platform (“Platform”) along with other related or linked websites, applications, services, interfaces, tools,software, and other functionality provided on or through the Platform(collectively, the “App”) subject to your agreement to comply with the terms and conditions of this End User License Agreement (“EULA”), and any and all related Road Freight Brokerage Terms and Conditions, Order Confirmations or other similar documents applying to the software or road freight brokerage services provided pursuant to or in connection with this EULA (the “Additional Terms and Conditions”) (collectively, the “Agreement”).
By accessing or using the App, or by clicking to accept or agree to this Agreement when that option is mad available to you, you accept and agree to be bound by this Agreement as updated from time to time. If you do not agree to all of the terms of this Agreement or are unwilling to abide by any term or condition, do not access or use the App. Accordingly, your acceptance of this Agreement or use of the App constitutes acceptance of these terms and conditions and gives rise to a binding legal agreement between Expeditors and you governing your use of the App. By accessing or using the App, you hereby understand, acknowledge, represent, and agree as follows:
- I Understand That Expeditors May Change This Agreement.
Expeditors reserves the right, at its sole discretion, to change, modify, add, or delete portions of this Agreement at any time and without any further notice to you. You, however, may not amend this Agreement unless the amendment is in writing and signed by both you and an executive officer of Expeditors.
It is your responsibility to regularly check for changes to this Agreement and to review such changes. Accordingly, you understand that we may update this Agreement from time to time without giving you any notice. If we do this, we will post the new, modified version of this Agreement in the App. All changes to this Agreement are effective immediately when we post them and apply to all access to and use of the App thereafter. Any changes to the dispute resolution provisions, however, will not apply to any dispute for which the parties have notice before the date the new version of this Agreement is posted.
Your continued access or use of the App after any changes to this Agreement constitutes your acceptance of the revised Agreement. Your written approval is not a prerequisite to the validity or enforceability of this Agreement, and no solicitation of such written approval by or on behalf of Expeditors shall be construed as an inference to the contrary. In some cases, however, you may be asked to agree to revised terms when you access the App and if you do not agree to the revised terms you will not be allowed to access or use the App.
- I Understand That This Agreement Is Effective Until Terminated.
This Agreement is effective until terminated. Your rights under this Agreement will terminate automatically without notice from Expeditors if you fail to comply with any of the terms, conditions, or guidelines of this Agreement. Provisions of this Agreement, however, that require or contemplate performance after the termination of this Agreement shall survive and be enforceable after the termination of this Agreement.
You may terminate this Agreement by providing written notice to Expeditors of your decision to terminate and by ceasing to use the App. Your decision to terminate this Agreement will be effective thirty (30) days after we receive your written notice.
Upon the termination of this Agreement, you shall cease all use of the App. In the event that your rights to use the App are terminated, you may immediately lose access to any information that may be on our systems. We can terminate your access to the App at any time. We may also remove any User Content (as defined below) that you post without cause and without notice to you.
- I Understand That Expeditors May Change the App.
Expeditors reserves the right, in its sole discretion, without notice to you, at any time and from time to time, temporarily or permanently, in whole or in part, to: (a) modify, suspend, terminate, withdraw, or discontinue all or any part of the App without compensation to you, including, but not limited to (i) restricting the time all or any part of the App is available, (ii) restricting the amount of permitted use of all or any part of the App, and (iii) restricting or terminating any user’s right to use all or any part of the App, with or without notice; (b) charge fees in connection with the use of all or any part of the App; (c) charge fees for upgrades to the App; (d) modify or waive any fees charged in connection with all or any part of the App; or (e) offer opportunities to some or all users of all or any part of the App. Any new features or updated content or applications that we make available as a part of the App will be subject to this Agreement. You agree that Expeditors will not be liable to you or to any third party for any modification, suspension, or discontinuance of all or any part of the App, in whole or in part, or of any service, content, or feature offered through, or using, the App.
- I Understand That the App Belongs to Expeditors.
The App including: (a) its design, features, and functionality, (b) any materials, software, code, files, content, information, reports, images, videos, or audio contained in or generated by the App and the design, selection, and arrangement thereof, (c) any accompanying data, (d) confidential information, (e) know how, and (f) embedded software, including third-party software (collectively, “Expeditors Content”)); (ii) documentation and accompanying fonts (collectively, “Expeditors Documentation”); and (iii) any related intellectual property rights, including patents, copyrights, trademarks, service marks, trade secrets, know how, confidential information, manuals, processes, procedures, interfaces, features, and other similar rights or protectable attributes (collectively, “Expeditors Intellectual Property”), are owned by Expeditors or its licensors and are protected by United States and international laws and conventions, including those governing copyrights, trademarks, patents, and trade-secrets. This Agreement does not transfer any title or rights to the App, Expeditors Content, Expeditors Documentation, or Expeditors Intellectual Property to you. Except for the limited licenses granted to you by this Agreement, all title and rights to the App, the Expeditors Content, the Expeditors Documentation, and the Expeditors Intellectual Property remain with Expeditors. Expeditors reserves all rights not expressly granted to you, and except as provided in this Agreement, the rights granted by this Agreement are non-transferable and do not include any intellectual property rights. You understand and acknowledge that Expeditors owns the App, the Expeditors Content, the Expeditors Documentation, and the Expeditors Intellectual Property.
In addition, KOHO AN EXPEDITORS COMPANY, EXPEDITORS, EXP.O, YOU’D BE SURPRISED HOW FAR WE’LL GO FOR YOU, and certain other names, brands, logos, slogans, trademarks, and service marks (collectively, “Expeditors Marks”) are marks of Expeditors or its affiliates or licensors. Not all marks of Expeditors will appear on the App.
The App, Expeditors Content, and Expeditors Documentation also are protected by copyright. Neither the App nor any Expeditors Content or Expeditors Documentation may be copied, reproduced, republished, uploaded, broadcast, posted, transmitted, used to create derivative works, or distributed except as expressly permitted by this Agreement. You agree to reproduce all trademarks, logos, copyright notices, and other proprietary notices contained within the App, the Expeditors Content, and the Expeditors Documentation in any authorized copies of the App, the Expeditors Content, or the Expeditors Documentation.
Use of the App, Expeditors Content, or Expeditors Documentation in any other way or for any purpose other than as permitted in this Agreement is a violation of Expeditors’ copyrights and other proprietary rights. Permission for all other uses of the App, Expeditors Content, or Expeditors Documentation must be obtained from Expeditors in advance and in writing. All content, interfaces, graphics, code, design rights, and other intellectual property rights, in each case, whether registered or unregistered, other than the marks of third parties, and related goodwill are the property of Expeditors. Further, you acknowledge and agree that the existence of a copyright notice on copies of the App, the Expeditors Content, or the Expeditors Documentation is not an admission or presumption that the publication of the App, Expeditors Content, or Expeditors Documentation has occurred or is intended.
YOU UNDERSTAND THAT YOU HAVE NO RIGHTS TO THE APP, EXPEDITORS CONTENT, EXPEDITORS DOCUMENTATION, EXPEDITORS MARKS, OR ANY OTHER EXPEDITORS PROPERTY EXCEPT AS INDICATED IN THIS AGREEMENT. EXPEDITORS TAKES THE PROTECTION OF INTELLECTUAL PROPERTY RIGHTS, INCLUDING COPYRIGHTS, VERY SERIOUSLY. EXPEDITORS WILL TERMINATE YOUR ACCESS TO, OR USE OF, ALL OR ANY PART OF THE APP, WITHOUT NOTICE TO YOU, IF YOU INFRINGE OR MISAPPROPRIATE THE INTELLECTUAL PROPERTY RIGHTS, INCLUDING COPYRIGHTS, OF EXPEDITORS OR OTHERS.
- I Understand That I Have Only a Limited Right to Use the App as Provided in This Agreement.
Solely to enable your use of the App for legitimate business purposes as a customer of Expeditors in accordance with the Additional Terms and Conditions, subject to third-party terms (as described below), Expeditors hereby grants you a non-exclusive, limited, revocable, non-sub-licensable, non-transferrable license: (i) to use the App (as changed, modified, or upgraded by Expeditors from time to time in its sole discretion) in accordance with the terms and conditions of this Agreement and (ii) to view and display Expeditors Content (other than Expeditors software source code) and Expeditors Documentation for your legitimate business use, but only in connection with your use of the App. Except as provided otherwise in the Additional Terms and Conditions, when you use or access the App, you are not receiving any other rights from us, including intellectual property or other proprietary rights of Expeditors. In addition, this Agreement does not entitle you to receive, and does not obligate Expeditors to provide, support, telephone assistance, or enhancements or updates to the App.
In accordance with this license, I understand, acknowledge, represent, and agree that I am allowed to:
- Use the App on one individual computer user device and one individual mobile user device;
- Temporarily store copies of the App and Expeditors Content in RAM incidental to my accessing and viewing those materials;
- Store files that are automatically cached by my web browser for display enhancement purposes;
- Print or download 1 copy of the Expeditors Documentation for my own, legitimate business use; and
- Print or download a reasonable number of pages of the App for my own, legitimate business use.
I understand, acknowledge, represent, and agree that unless expressly permitted by this Agreement or the Additional Terms and Conditions, I am not allowed to:
- Upload the App, Expeditors Content, or Expeditors Documentation to the internet;
- Make the App, Expeditors Content, or Expeditors Documentation available on the internet for other persons or entities to copy, download, or use;
- Make the App, Expeditors Content, or Expeditors Documentation available over a network where it could be used on multiple devices or by multiple users at the same time;
- Use any of Expeditors Intellectual Property in the design, development, manufacture, licensing, or distribution of any devices, accessories, software, or services for use with the App;
- Resell, transfer, modify, copy, duplicate, create, or re-create the App, programs, offerings, services, or other aspects of the App, the Expeditors Content, or the Expeditors Documentation;
- Amend, alter, change, or modify the App, the Expeditors Content, or the Expeditors Documentation;
- Remove, mutilate, modify, or otherwise change or delete any trademark, logo, copyright notice, or other proprietary notice contained within the App, the Expeditors Content, or the Expeditors Documentation;
- Disassemble, decompile, reverse engineer, or otherwise attempt to discovery the source code of the App; or
- Use any illustrations, photos, video or audio sequences, or any graphics separately from the accompanying text.
- I Understand That Expeditors May Collect Certain Information About Me When I Use the App.
While using the App, Expeditors through the App may collect technical data and related information, system, application software, and peripherals, that is gathered periodically to facilitate the provision of software updates, product support, and other services to you (if any) related to such App. When you use the App, the App may automatically collect and store some or all of the following information from your mobile or GPS container tracking device, including without limitation your preferred language and country site (if applicable); your phone number or other unique device identifier assigned to your mobile or GPS container device; the IP address of your mobile or GPS container device; the manufacturer and model of your mobile or GPS container device; mobile or GPS container operating system; type of Internet browsers you are using; and information about how you interact with the App, such as how many times you use a specific part of the App over a given time period, the amount of time you spend using the App, how often you use the App, actions you take in the App, how you engage with the App and any other information tied directly or indirectly to your device (“Device Information”). Your use of the App constitutes your consent to allow Expeditors to record and use your Device Information. Read the Privacy Statement to understand what Expeditors does with your Device Information and how to exercise your rights to your Device Information.
- I Will Not Use the App Unless I Agree to and Follow These Rules:
- User Accounts.
In order to use certain features of the App, you are required to register by providing Expeditors with certain User Content (as defined below), as requested by Expeditors, including your user name, business name, email address, and a password you will use to access the App. Expeditors reserves the right to refuse registration or cancel a user name or an account, in its sole discretion. Accordingly, you understand, acknowledge, represent, and agree as follows:
- I will create only one user account for myself.
- I will provide accurate, truthful, current, and complete information when creating my account.
- I will not create an account for anyone other than myself without permission.
- I will maintain and promptly update my account information when any of my account information changes.
- I will maintain the security of my account by not sharing my account information with any other person.
- I will protect the confidentiality of my password.
- I will not share my password or let anyone else access my account.
- I will not use another person’s account without permission.
- I will not solicit account information from other users or access another user’s account.
- I will take responsibility for all activities that occur under my account and for all User Content (defined below) posted using my account.
- I will accept all risks of unauthorized access of my account.
- I will immediately notify Expeditors in writing of any unauthorized use of my account of which I become aware.
- I may be liable for the losses of Expeditors or others due to the unauthorized access and use of my account.
- I have no property rights or ownership interests in and to my account, and all rights to my account belong to Expeditors.
- Expeditors may disable, suspend, or terminate my account at any time in its sole discretion and without any notice to me.
- Any violation of this Agreement may result in the termination of my account.
- If my account is disabled, suspended, or terminated by Expeditors, I will not create another one without Expeditors’ express permission.
- Safe Use of the App.
The safety of all App users is important. In addition, Expeditors believes that all users benefit from basic rules regarding conduct while using the App. Accordingly, you understand, acknowledge, represent, and agree as follows:
- I will not use the App to transmit viruses, worms, bots, Trojans, or other malicious code.
- I will not do anything that could overburden, disable, or impair the appearance, functionality, or proper working of the App or any software, hardware, equipment, or materials used in connection with the App.
- I will not use or exploit any errors in design, features that have not been documented, or “bugs” to gain access in any way that is not generally known and intentionally made available by Expeditors, and I will promptly report to Expeditors my discovery of any such errors, features, or bugs.
- I will not hack the App, spoof the App, or modify any other software or website to imply falsely that the other software or website is associated with Expeditors or the App.
- I will not collect user account information or User Content (as defined below), or otherwise access the App through an automated means (i.e., through bots, robots, spiders, scrapers, etc.).
- I will not collect or store personal information about any other individual using the App, or otherwise stalk, repeatedly contact, or harass other App users.
- I will not use the App, Expeditors Content, or Expeditors Documentation in any way that violates any applicable federal, state, local, or international law or regulation, including without limitation, any laws regarding the export of data or software to and from the United States or other countries and any laws regarding privacy, online conduct, or acceptable online content.
- I will not encourage or facilitate any violations of this Agreement.
We reserve the right (but not the obligation) in our sole discretion to refuse, delete, suspend, or terminate – without notice – your access to or use of the App,Expeditors Content, or Expeditors Documentation upon a violation or attempted violation of this Agreement, including, without limitation, any of the rules listed above. Indirect or attempted violations of this Agreement, and actual or attempted violations by a third party acting on your behalf, shall be deemed violations by you of this Agreement. Furthermore, it is a violation of thisAgreement to use the services of another company for the purpose of facilitating any of the activities that violate this Agreement if such use of another company’s service could reasonably be expected to adversely affect theApp in any manner.
- Posting User Content.
The App may allow you to enter, post, submit, or link to certain content (including, for example, user shipping information, logistics information or other supporting information, and the App may generate data (including shipping and logistics information) that is personal to you (collectively, “User Content”). I agree, acknowledge, and understand that all User Content that I supply to Expeditors App will comply with the terms and conditions of this Agreement. I represent and warrant the accuracy and completeness of all User Content supplied to Expeditors in connection with my use of the App.
Expeditors does not claim any ownership rights in any User Content. Accordingly, you are free to use, sell, transfer, display, and create derivative works from your raw User Content so long as you first extract your raw User Content from the App or any report generated by the App and use your raw User Content in a form and format other than as provided by the App or any report generated by the App. For the sake of clarity, Expeditors considers its reports proprietary Expeditors Content, and your use of those reports is limited by these EULA terms.
While you retain ownership of User Content, you grant Expeditors, and Expeditors hereby accepts, a worldwide, perpetual, irrevocable, non-exclusive, transferrable, sub-licensable, fully-paid up, and royalty free license to use, display, reproduce, create derivative works from, combine with other works, alter, modify, delete from, add to, translate, and transfer your User Content. You agree that Expeditors may disclose your User Content to third parties, including carriers and transportation providers, as necessary to perform its road freight brokerage services and may in its normal day to day procedures handle and incorporate User Content in aggregate and anonymized form.
In addition, by entering, posting, submitting, providing, or linking to User Content, you hereby release Expeditors from any claims that such use, as authorized above, violates any rights which you may have under applicable law, and you understand that you will not be entitled to any compensation for any use of your User Content. Further, by entering, posting, submitting, providing, or linking to User Content, you hereby understand, acknowledge, represent, and agree as follows:
- I own and control all of the rights to the User Content or otherwise have: (a) the legal rights to enter, post, submit, provide, or link to the User Content using the App; and (b) the right to grant Expeditors the license specified in this Agreement.
- The User Content that I enter, post, submit, provide, or link to does not, and will not, result in a breach of contract between me and any other person.
- I will pay all royalties, fees, and any other monies owing to any person due to any of the User Content that I enter, post, submit, provide, or link to using the App.
- The User Content that I enter, post, submit, provide, or link to does not violate the privacy rights, publicity rights, copyrights, contract rights, intellectual property rights, or any other rights of any person.
- I am solely responsible for all of the User Content that I enter, post, submit, provide, link to, or otherwise make available in any way by or through the App.
- I will not use any Expeditors Intellectual Property without Expeditors’ permission.
- Expeditors can, in its sole discretion, monitor User Content that I and other users enter, post, submit, provide, or link to using the App.
- Expeditors can, without notice and in its sole discretion, remove any User Content that it believes is obscene, offensive, libelous, defamatory, or violates the law or any of the terms and conditions of this Agreement.
- Expeditors can, in its sole discretion, remove any User Content if it believes that doing so will improve the App.
- Expeditors can disclose my identity or other information about me to any third party who claims that my User Content violates their rights, including their intellectual property rights or their right to privacy.
- Expeditors can take appropriate legal action against me, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the App, Expeditors Content, or Expeditors Documentation.
- Expeditors reserves the right to force forfeiture of the username of any account that becomes inactive or any username that violates the trademark or other intellectual property rights of any person.
- Expeditors can suspend or terminate my use of the App if I fail to follow the rules in this Agreement.
WITHOUT LIMITING THE FOREGOING, EXPEDITORS HAS THE RIGHT TO FULLY COOPERATE WITH ANYLAW ENFORCEMENT AUTHORITIES OR COURT ORDERS REQUESTING OR DIRECTING US TO DISCLOSE YOUR IDENTITY, USER ACCOUNT INFORMATION, OR ANY USER CONTENT YOU HAVE PROVIDED ON OR THROUGH THE APP. YOU WAIVE AND HOLD HARMLESS EXPEDITORS, ITS AFFILIATES, AND ITS SERVICE PROVIDERS FROM ANY CLAIMS OR CAUSES OF ACTION RESULTING FROM ANY ACTION TAKEN BY THE FOREGOING PARTIES DURING, OR TAKEN AS A CONSEQUENCE OF, INVESTIGATIONS BY EITHER EXPEDITORS OR LAW ENFORCEMENT AUTHORITIES.
- Links to Other Websites.
If the App contains links to other sites and resources provided by third parties, these links are provided for your convenience only. This includes links directing to carriers, transportation providers, credit card payment processors, customs authorities, etc. We have no control over the contents of those sites or resources, and we accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third-party websites linked to this App, you agree to do so at your own risk and subject to the terms and conditions of those websites.
- I Also Agree to The Following Terms and Conditions.
You acknowledge and understand that certain information relating to Expeditors’ business operations, including, without limitation, the App, Expeditors Content, Expeditors Documentation, object and source codes, operational processes, certain financial information, or other information, which is highly proprietary and confidential to Expeditors (hereafter “Confidential Information”) may be shared by Expeditors in both verbal and written or other tangible form during the execution of the parties’ respective obligations under this Agreement. You agree you will use Confidential Information only in connection with your performance of your obligations under this Agreement, and you will not disclose or show any Confidential Information to any other individuals including third parties, except as may be authorized by Expeditors or required by governmental organizations, laws, or court orders. You agree that you will not use any Confidential Information in any manner to compete with or assist in competing with Expeditors. However, you will not be liable for misuse or disclosure of Confidential Information furnished to you if you can demonstrate with reasonable certainty that at the time of disclosure: (a) such information was made available and accessible to the public other than by you or your representatives; (b) such information has become public knowledge through no fault of your own; or (c) such information was in your possession at the time of disclosure as evidenced by written or other tangible evidence in your possession. Upon the expiration or termination of this Agreement for any reason, you will immediately return or destroy all Confidential Information without retaining copies thereof. You agree that the restrictions of this section shall be in force for the length of this Agreement and shall remain in effect for three (3) years following the expiration or termination of this Agreement.
- Protecting Copyrights Under the Digital Millennium Copyright Act.
Pursuant to the Digital Millennium Copyright Act, Title 17, United States Code, Section 501 et seq., copyright owners or their authorized agents may submit a complaint of alleged copyright infringement to Expeditors if they have a good-faith belief that their protected works are being infringed. Expeditors will respond to all such notifications that are sent to:
Expeditors International of Washington, Inc.
Attn: Legal Department
1015 Third Avenue
Seattle, Washington 98104
To be effective, the notification must be a written communication that includes:
- a physical or electronic signature of a person authorized to act on behalf of the owner of a right that is allegedly infringed;
- identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single site are covered by a single notification, a representative list of such works at such site;
- identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit the provider to locate the material;
- information reasonably sufficient to permit the provider to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted;
- a statement that the complaining party has a good-faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
- a statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
Upon receipt of such notification, Expeditors shall promptly investigate the matter, and, if appropriate, remove or disable access to the allegedly infringing material.After Expeditors removes or disables access to such material, if such material was posted by a user of the App, Expeditors will notify the party that posted the material of its action. Such party may then provide Expeditors’ designated agent proper “counter-notification” stating his, her, or its authority to post the allegedly infringing material, which Expeditors will forward to the alleged copyright owner. Expeditors will inform the alleged copyright owner thatExpeditors will repost the removed material or cease disabling access to it in fourteen (14) business days unless the alleged copyright owner sends a second notification to Expeditors’ designated agent stating that it has filed suit against the alleged infringer.
An effective counter-notification must be sent to Expeditors’ designated agent, whose name and address are listed above. The notice must include the following information:
- the counter-notifying party’s physical or electronic signature;
- identification of the material that has been removed or disabled and the location where the material was before its removal or disablement;
- a statement, under penalty of perjury, that the party has a good faith belief that the material was removed or disabled as a result of mistake or misidentification; and
- the counter-notifying party’s name, address, phone number, and a statement that the party consents to the jurisdiction of the federal court in its district, or if the subscriber is foreign, it consents to any jurisdiction where Expeditors is subject to jurisdiction, and that the subscriber will accept service of process from the person who provided Expeditors with notification or an agent of such a person.
- Liability and Warranty Disclaimer.
YOU EXPRESSLY ACKNOWLEDGE THAT USE OF THE APP IS AT YOUR SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY, AND EFFORT IS WITH YOU. IN ADDITION, YOU ASSUME THE TOTAL RISK AND RESPONSIBILITY FOR THE APP AND UNDERSTAND AND ACKNOWLEDGE THAT ANY LOSS OF DATA, DATA ERRORS, DAMAGE TO YOUR COMPUTER SYSTEM, SHIPMENT DELAYS, INCOMPLETE TRANSACTIONS, SYSTEM DOWNTIMES, OR ANY OTHER ISSUES YOU EXPERIENCE USING THE APP ARE AT YOUR SOLE RISK AND ARE NOT THE RESPONSIBILITY OF EXPEDITORS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE APP AND ANY SERVICES PERFORMED OR PROVIDED BY OR THROUGH THE APP (“SERVICES”) ARE PROVIDED “AS IS” AND “AS AVAILABLE”, WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND ARE SUBJECT TO CHANGE AT ANY TIME WITHOUT NOTICE TO YOU. YOU UNDERSTAND AND AGREE THAT THE APP WILL NOT BE UNINTERRUPTED OR ERROR FREE AND THAT EXPEDITORS MAY NOT CORRECT ALL ERRORS.
EXCEPT AS PROHIBITED BY LAW OR PROVIDED OTHERWISE IN THIS AGREEMENT OR THE ADDITIONAL TERMS AND CONDITIONS, EXPEDITORS DOES NOT MAKE ANY, AND HEREBY DISCLAIMS ALL, WARRANTIES AND CONDITIONS WITH RESPECT TO THE APP AND ANY SERVICES, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, OF SATISFACTORY QUALITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY, OF QUIET ENJOYMENT, AND OF NON-INFRINGEMENT OF THIRD PARTY RIGHTS. EXPEDITORS DOES NOT WARRANT AGAINST INTERFERENCE WITH YOUR ENJOYMENT OF THE APP, THAT THE FUNCTIONS CONTAINED IN THE APP OR SERVICES PROVIDED WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF THE APP OR SERVICES WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE, OR THAT DEFECTS IN THE APP OR SERVICES WILL BE CORRECTED. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY EXPEDITORS OR ITS AUTHORIZED REPRESENTATIVES SHALL CREATE A WARRANTY. MOREOVER, NOT ALL THE FUNCTIONALITY AND FEATURES SET FORTH IN THIS AGREEMENT WILL NECESSARILY BE AVAILABLE IN THE INITIAL VERSION (OR ANY FUTURE VERSION) OF THE APP, AND NO MENTION OF SUCH FUNCTIONALITY OR FEATURES HEREIN SHOULD BE CONSTRUED AS A PROMISE TO PROVIDE SUCH FUNCTIONALITY OR FEATURES IN THE APP OR IN ANY OTHER PRODUCT OFFERED BY EXPEDITORS. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO THE ABOVE EXCLUSION AND LIMITATIONS MAY NOT APPLY TO YOU.
EXCEPT AS PROHIBITED BY LAW OR PROVIDED IN THE ADDITIONAL TERMS AND CONDITIONS, IN NO EVENT SHALL EXPEDITORS, ITS AFFILIATES, OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS BE LIABLE FOR ANY INCIDENTAL, SPECIAL, INDIRECT, CONSEQUENTIAL, OR PUNITIVE DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, LOSS OF USE, BUSINESS INTERRUPTION, PROCUREMENT OF SUBSTITUTE GOODS OR SUBSTITUTE SERVICES, OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE APP, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT OR OTHERWISE) AND EVEN IF EXPEDITORS IS AWARE OF THE POSSIBILITY OF SUCH DAMAGES. THE LIMITATIONS ON LIABILITY SET FORTH HEREIN ARE FUNDAMENTAL ELEMENTS OF THIS AGREEMENT. YOU AND EXPEDITORS HEREBY ACKNOWLEDGE AND AGREE THAT BOTH YOU AND EXPEDITORS WOULD NOT BE ABLE TO PERFORM HEREUNDER ON AN ECONOMIC BASIS WITHOUT SUCH LIMITATIONS. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY FOR PERSONAL INJURY CAUSED DIRECTLY BY THE NEGLIGENCE OF EXPEDITORS, THE LIMITATION OF LIABILITY FOR LOSS OR DAMAGE CAUSED BY THE FRAUDULENT MISREPRESENTATION OF EXPEDITORS, OR THE EXCLUSION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION MAY NOT APPLY TO YOU.
EXCEPT AS PROHIBITED BY LAW OR PROVIDED IN THE ADDITIONAL TERMS AND CONDITIONS, IN NO EVENT SHALL EXPEDITORS’ TOTAL LIABILITY TO YOU FOR ALL DAMAGES EXCEED THE GREATER OF THE AMOUNT PAID TO EXPEDITORS FOR THE APP IN THE PRIOR THREE (3) MONTHS BEFORE THE CLAIM OR FIFTY DOLLARS ($50.00). THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
The foregoing states the entire obligation of Expeditors and your exclusive remedy arising out of this Agreement, your use of the App, Expeditors Content, Expeditors Intellectual Property, or Expeditors Documentation, or Expeditors’ provision of any Services.
- Consent Assurances.
You acknowledge and agree that you are solely responsible for obtaining, and represents and covenants that you have obtained or will obtain prior to processing by Expeditors, all necessary consents, licenses and approvals for the processing of any personal information of your third party provider (and any other personal information provided by you to Expeditors) as part of the Services.
YOU UNDERSTAND THAT YOU ARE RESPONSIBLE FOR YOUR BEHAVIOR WHILE USING THE APP, FOR THE INFORMATION PROVIDED IN YOU USER ACCOUNT, AND FOR ALL USER CONTENT PROVIDED. ACCORDINGLY, YOU AGREE TO INDEMNIFY, DEFEND, AND HOLD EXPEDITORS AND ITS AFFILIATES AND THEIR OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS HARMLESS FROM AND AGAINST ANY LOSS, DAMAGE, LIABILITY, COST, OR EXPENSE OF ANY KIND (INCLUDING ATTORNEYS’ FEES) THAT EXPEDITORS MAY INCUR IN CONNECTION WITH A THIRD-PARTY CLAIM, OR OTHERWISE, IN RELATION TO YOUR USE OF THE APP, THE USER CONTENT YOU CONTRIBUTE OR LINK TO, YOUR ACCESS TO THE APP, THE INFORMATION CONTAINED IN YOUR USER ACCOUNT, NON-CONFORMANCE OF YOUR CONSENT ASSURANCES IN D. ABOVE, OR YOUR VIOLATION OF EITHER THIS AGREEMENT OR THE RIGHTS OF ANY THIRD PARTY. EXPEDITORS SHALL HAVE THE RIGHT TO CONTROL AND DIRECT THE DEFENSE OF ANY THIRD PARTY CLAIM OR ACTION PURSUANT TO THIS SECTION, INCLUDING THE RIGHT TO SETTLE THE CLAIM, AND YOU AGREE TO PROVIDE YOUR FULL AND COMPLETE ASSISTANCE AND COOPERATION TO EXPEDITORS.
- Global Availability, Export Controls and International Law.
The App, Expeditors Content, Expeditors Intellectual Property, and Expeditors Documentation may be controlled and operated by Expeditors from various offices in the United States and internationally and may be accessible by you in the United States and internationally. Expeditors makes no representation that the App, Expeditors Content, Expeditors Intellectual Property, or Expeditors Documentation as accessed or described is appropriate or available for use in all locations, and access to them from other countries where the contents are illegal or penalized is prohibited. Access to or use of the App, Expeditors Content, Expeditors Intellectual Property, or Expeditors Documentation by persons or from countries who are sanctioned by the United States is specifically prohibited. Those who access the App, Expeditors Content, Expeditors Intellectual Property, or Expeditors Documentation do so on their own and are responsible for compliance with all applicable United States and local laws, including but not limited to, the U.S. Foreign Corrupt Practices Act (FCPA), the U.S. Export Administration Regulations (EAR), the U.S. Anti-Boycott regulations, and the various U.S. economic sanctions programs administered by the U.S. Treasury Office of Foreign Assets Control (OFAC). If you are not permitted to access the App, Expeditors Content, Expeditors Intellectual Property, or Expeditors Documentation due to any law, legislation, or regulation, you must immediately discontinue use of the App, Expeditors Content, Expeditors Intellectual Property, and Expeditors Documentation.
You represent and agree that you will only use the App, Expeditors Content, or Expeditors Documentation in compliance with all applicable laws, regulations, and legislation of each country where you access the App, Expeditors Content, Expeditors Intellectual Property, or Expeditors Documentation and each country where Expeditors provides Services to you. You agree, acknowledge, and understand that you may not export or re-export the App, Expeditors Content, Expeditors Intellectual Property, Expeditors Documentation, or information or materials accessed on or described in the App except in full compliance with all applicable laws, regulations, and legislation. In particular, you may not export or re-export into (or to a national or resident of) any country to which the United States embargoes or sanctions goods, services, or technology, to any person or entity on the United States Treasury Department’s List of Specially Designated Nationals, the United States Bureau of Export Administration Entity List, the United States Bureau of Export Administration Denied Persons List, or the United States Commerce Department’s Table of Denial Orders. In addition, you are responsible for complying with all applicable laws, regulations, and legislation of any country that relates to, or that in any way affects this Agreement and your performance under this Agreement.
IF ANY TERMS OR CONDITIONS OF THIS AGREEMENT ARE FOUND TO BE COUNTER TO ANY APPLICABLE LAW, REGULATION, OR LEGISLATION OF ANY COUNTRY APPLICABLE TO YOUR USE OF THE APP, EXPEDITORS CONTENT, OR EXPEDITORS DOCUMENTATION AND THEREFORE UNENFORCEABLE UNDER SUCH LAW, REGULATION, OR LEGISLATION, THOSE PARTICULAR TERMS OR CONDITIONS SHALL BE REPLACED BY EXPEDITORS TO MAKE THE TERMS OR CONDITIONS COMPLIANT WITH THE APPLICABLE LAW, REGULATION, OR LEGISLATION OF THE APPLICABLE COUNTRY, AND YOU AGREE, ACKNOWLEDGE, AND UNDERSTAND THAT YOU WILL BE BOUND BY THE REPLACED TERMS.
- Security Policy.
Expeditors uses commercially reasonable security measures to protect your User Content and your user account information. We have security measures in place to help protect against the unauthorized access of customer information under our control. We utilize both online and offline security methods, including firewalls, passwords, and restricted physical access to the places where your information is stored to help protect the information. Our staff is trained to comply with our security procedures, and our security procedures are regularly reviewed and revised as we deem necessary.
- Additional Terms and Conditions.
In the event of any conflict between these EULA terms and the Additional Terms and Conditions, the Additional Terms and Conditions shall govern and supersede these EULA terms. In addition, if Expeditors is providing other services to you such as transportation or customs brokerage, nothing contained in these EULA terms shall affect the validity or enforceability of Expeditors’ terms and conditions of services or trading conditions, which are deemed to govern the relationship between you and Expeditors and which are incorporated into this Agreement by reference as if fully stated herein. In the event of any conflict between Expeditors’ terms and conditions of services or trading conditions and these EULA terms, the terms and conditions of services and trading conditions (as the case may be) shall govern.
- Disputes, Forum, and Governing Law.
Except to the extent prohibited by applicable law, this Agreement, all matters relating to the App, Expeditors Content, and Expeditors Documentation, and any disputes, claims, suits, causes of action, or proceedings arising out of this Agreement, the App, the Expeditors Content, or the Expeditors Documentation, including any disputes, claims, suits, or causes of action concerning the interpretation, violation, invalidity, non-performance, or termination of this Agreement, shall be governed by and construed in accordance with the internal laws of the United States of America and the State of Washington, United States of America, without giving effect to any choice or conflict of law provision or rules. If the foregoing choice of law provision is prohibited by applicable law, then this Agreement shall be governed by the laws of the country where the services associated with the App are primarily being provided.
Except as prohibited by law or provided below regarding suits we may initiate against you, any legal suit, action, or proceeding arising out of, or related to this Agreement, the App, Expeditors Content, or Expeditors Documentation will be instituted exclusively in United States District Court for the Western District of Washington, Seattle Division, or the King County Superior Court. We retain the right to bring suit against you for any breach of this Agreement in your country of residence or any other relevant country. You hereby waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts. If the foregoing venue provision is prohibited by applicable law, then this Agreement shall be governed by the laws of the country where the services associated with the App are primarily being provided.
In addition, Expeditors may, at its sole discretion, or when the foregoing provisions are prohibited by law, require you to submit any disputes, claims, suits, or causes of action relating to this Agreement, the App, Expeditors Content, or Expeditors Documentation, including any disputes, claims, suits, or causes of action concerning the interpretation, violation, invalidity, non-performance, or termination of this Agreement, to final and binding arbitration under the International Chamber of Commerce (ICC) Rules of Arbitration effective as of March 1, 2017.
- Availability of Injunctive Relief.
You understand and agree that a breach or threatened breach of this Agreement will cause Expeditors irreparable damage for which the recovery of money damages alone would be inadequate. Therefore, we will be entitled to obtain injunctive relief to protect and enforce our rights under this Agreement in addition to any and all remedies available at law without the requirement to post a bond (or with the posting of a nominal bond if a bond is required by applicable law).
- Attorney Fees and Costs.
If either party commences any action or proceeding against the other relating to this Agreement or the App, Expeditors Content, Expeditors Intellectual Property, or Expeditors Documentation, the prevailing party will be entitled to recover from the other party its reasonable attorney fees and costs irrespective of whether the action or proceeding is prosecuted to judgment.
- Controlling Language.
The controlling language of this Agreement is English. If Expeditors provided you with a translation of this Agreement into another language, we provided it for your convenience only. This Agreement shall be construed and enforced only in accordance with the English language.
This Agreement is the complete and entire agreement between you and Expeditors pertaining subject matter of this Agreement. It supersedes and replaces any and all prior or contemporaneous agreements, understandings, communications and discussions between you and Expeditors relating to this Agreement, the App, your use of the App, the Expeditors Content, and the Expeditors Documentation. The failure of Expeditors to exercise or enforce any right or provision of this Agreement shall not operate as a waiver of such right or provision nor prejudice Expeditors’ right to take subsequent action. This Agreement operates to the fullest extent permissible by law. If any provision of this Agreement is found unlawful, void, or enforceable by a court based upon any written decree, that provision shall be modified to the extent necessary to render it enforceable without losing its intent or it shall be deemed severable from this Agreement if no such modification is possible. The remainder of this Agreement shall remain in full force and effect and modification or severance of any one provision shall not affect the validity and enforceability of any of the remaining provisions.
- How to Contact Us:
If you have any questions or concerns about the App you may contact us at:
Expeditors International Of Washington
Att. Koho Team, 13th Floor
1015 3rd Ave
Seattle WA 98014