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TradeLanes SaaS Subscription Terms and Conditions

Last Updated: 11 January 2025


TRADELANES SAAS SUBSCRIPTION TERMS AND CONDITIONS


  1. DEFINITIONS

    1. "Active Shipment" means any shipment for which the Customer has entered a booking confirmation and specified the ocean carrier within the Services. This is also referred to as a "verified booking confirmation."  

    2. "Agreement" means these TRADELANES SAAS TERMS AND CONDITIONS, including all Exhibits and Schedules attached hereto.    

    3. "Company" means TradeLanes, the provider of the Services.    

    4. "Customer" means the individual or entity subscribing to the Services.    

    5. "Customer Data" means non-public data provided by Customer, its affiliates, and/or its subsidiaries to Company to enable the provision of the Services.    

    6. "Effective Date" means the date on which this Agreement is executed by both parties.    

    7. "Enterprise Subscription" means a subscription plan for the Services obtained through an Enterprise Agreement and a TradeLanes SaaS Order Form.    

    8. "Order Form" means:

      1. For Self-Service Subscription plans, the online form in the Account Settings -> Subscription page with Subscription Type, Subscription Price, and Subscription Term. The Order Form is electronically submitted and accepted by the Company upon completion of the subscription process.    

      2. For Enterprise Subscription plans, the TradeLanes SaaS Order Form, a separate document that outlines the specifics of the enterprise-level agreement.    

    9. "Professional Services" means any additional services provided by Company to Customer, such as implementation, training, or consulting, as detailed in a TradeLanes Statement of Work.    

    10. "Self-Service Subscription" means a subscription plan for the Services obtained through the online form in the Account Settings -> Subscription page of the TradeLanes Web Application.    

    11. "Services" means the software-as-a-service (SaaS) offerings provided by Company to Customer as described in this Agreement and the applicable Order Form.    

    12. "Shipment" means a verified booking confirmation within the Services. A single Shipment can be rolled, split, or combined over its lifecycle. If a Shipment is rolled, it still only counts as one Shipment. When a booking is split, the original booking counts as one Shipment, and the split booking counts as a new Shipment.  

    13. "Software" means any software, documentation, or data (excluding Customer Data) related to the Services.    

    14. "Subscription Add-ons" means additional features or functionalities that can be added to a Subscription Plan for an extra fee.

    15. "TradeLanes Web Application" means the online platform provided by TradeLanes through which Customers can access and utilize the Services. 

  2. SAAS SERVICES AND SUPPORT

    1. SaaS Services and Support

      1. Company hereby grants Customer a limited, non-exclusive, non-transferable (except as provided for herein), non-sublicensable license to access and use the Services on a worldwide basis from any location via a network connection, including any applicable extensions.    

      2. Subject to the terms hereof, Company will provide Customer with reasonable technical support services in accordance with the terms set forth in Exhibit B hereto. 

      3. The Service Level Terms for the Services are set forth in Exhibit A hereto.

      4. From the Effective Date through the end of the Service Term, Customer may use the user documentation that Company makes generally available in hard copy or electronic form to its general customer base in conjunction with the provision of the Services.

    2. Subscription Plans and Eligibility

      1. Self-Service Subscription Plans

        1. Self-Service Subscription plans are only available via the online form in the Account Settings -> Subscription page of the TradeLanes Web Application. The Order Form is electronically submitted and accepted by the Company upon completion of the subscription process.

        2. The following plans are available as Self-Service Subscriptions:

          1. Vessel Schedule Monitor - Monitor Plan

          2. Vessel Schedule Monitor - Optimize Plan

          3. Vessel Schedule Monitor - Command Plan

          4. eLane Document Management

      2. Enterprise Subscription Plans

        1. The following subscription plans are available exclusively through Enterprise Agreements, which require execution of a TradeLanes SaaS Order Form:

          1. Vessel Schedule Monitor - Navigator Plan

          2. AES Filing Service

          3. eBooking (Sailing Schedules, Booking Request, Booking Confirmation, Shipping Instructions)

        2. Customers subscribing to an Enterprise Plan are not eligible for monthly or annual subscriptions via the TradeLanes Web Application. These plans must be secured through a TradeLanes SaaS Order Form under an enterprise agreement with an annual commitment.

      3. Subscription Eligibility and Billing Structure

        1. Customers who sign up via the TradeLanes SaaS Order Form are not eligible for monthly subscriptions and must select an Enterprise Plan with an annual commitment.

        2. Monthly subscriptions operate under a self-adjusting pricing model, which dynamically adjusts based on:

          1. The features selected

          2. The number of shipments processed

        3. Subscription modifications, including plan upgrades or downgrades, will be automatically reflected in the customer's billing cycle based on the active features and usage levels.

      4. Subscription Add-ons

        1. Each subscription level includes an annual shipment limit of 1,800 shipments for annual plans and a monthly limit of 150 shipments for monthly subscriptions. These shipment thresholds are outlined on our pricing page at www.tradelanes.co/pricing.

        2. During the free trial, all accounts are limited to 50 shipments, regardless of the selected subscription tier. If you reach your shipment limit, you will be unable to create additional shipments until the beginning of the next monthly cycle, at which point your shipment count resets. Customers will receive a warning notification before reaching their limit.

        3. If your business requires more shipments than your current plan allows, you may purchase Subscription Add-ons in increments of 10 shipments. Pricing for these add-ons is published on our pricing page at Subscription Add-ons.

        4. Additionally, you may choose to end your free trial early in order to immediately reset and increase your shipment limit by activating a paid subscription plan.

    3. Monthly Shipment Limits

      1. Customers on a monthly subscription are limited to 150 shipments per month.  

      2. Customers on an annual plan have an annual shipment limit of 1,800 shipments.  

      3. During the free trial, there is no shipment limit, regardless of the subscription level.  

      4. If a customer reaches their monthly shipment limit, they will not be able to create additional shipments until the next billing cycle when the shipment limit resets.  

      5. Customers will receive a warning notification before they reach their shipment limit.  

      6. If a customer requires additional shipments, they may purchase shipment add-ons in increments of 10 shipments (see Subscription Add-ons section).  

      7. Customers may end their free trial early if they wish to reset their shipment limit immediately.  

    4. Refund Policy

      1. TradeLanes does not offer refunds. This includes payments for:  

        1. Base subscription fees.  

        2. Subscription upgrades.  

        3. Subscription add-ons.  

        4. Additional active shipments (at Navigator tier).  

      2. Even if a customer has no active shipments, they will continue to be charged every month at the price of their Subscription Plan (plus any add-ons) until they cancel their subscription.

      3. Additionally, if a customer’s active shipments have had no updates, vessel schedules, or alerts in a given month, they still count toward the subscription plan.

  3. RESTRICTIONS AND RESPONSIBILITIES

    1. Customer will not (i) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any software, documentation or data (excluding Customer Data (as defined below)) related to the Services (“Software”); (ii) modify, translate, or create derivative works based on the Services or any Software (except to the extent expressly permitted by Company, hereunder in this Agreement or authorized within the Services); (iii) use the Services or any Software for timesharing or otherwise for the benefit of a third party (not otherwise permitted hereunder in this Agreement); or (iv) remove any proprietary notices or labels.

    2. Further, Customer may not remove or export from the United States or allow the export or re-export of the Services, Software or anything related thereto, or any direct product thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority (collectively, “Export Laws”).

    3. Customer represents, covenants, and warrants that Customer will use the Services only in compliance with (i) Company’s standard published policies attached hereto as Exhibit C (the “Policy”) and (ii) all applicable laws and regulations (“Laws”).  In the event of a conflict between the Policy and the terms and conditions of this Agreement, the terms and conditions of this Agreement shall control and govern over the Policy.

    4. Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, “Equipment”).  Customer shall also be responsible for maintaining the security of the Equipment, Customer account, passwords (including but not limited to administrative and user passwords), and for all uses of Customer account or the Equipment with or without Customer’s knowledge or consent.

  4. CONFIDENTIALITY; PROPRIETARY RIGHTS; DATA PROTECTION

    1. Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose (in any form) business, product, technical, financial or other information relating to the Disclosing Party’s business which the Disclosing Party identifies as confidential or which the Receiving Party should reasonably understand to be confidential under the circumstances (hereinafter referred to as “Proprietary Information” of the Disclosing Party).  Proprietary Information of Company includes, but is not limited to, non-public information regarding features, functionality and performance of the Service.  Proprietary Information of Customer includes, but is not limited to, (1) non-public data provided by Customer, its affiliates and/or its subsidiaries to Company to enable the provision of the Services (“Customer Data”); (2) information of users and/or clients of Customer (including, but not limited to, any personally identifiable information); and (3) proprietary information of Customer’s affiliates and/or subsidiaries. Any notes, summaries, reports, analyses, or other material derived by the Company in applying its Services to Customer Data, in whole or in part, (“Analytical Data”) shall be considered Proprietary Information of the Company under this Agreement. The Service is designed to provide for access and use of such Customer Data in accordance with the performance of the Service, which includes updating and maintaining the Service. The Receiving Party agrees: (i) to keep such Proprietary Information in confidence and take reasonable precautions (and maintain adequate safeguards) to protect such Proprietary Information from theft, disclosure, and/or the unauthorized copying, reproduction or distribution (but no less than those precautions used to protect its own confidential information of a similar nature), and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information unless such information has been aggregated, anonymized, and de-identified with regard to Customer.  Company restricts access to Proprietary Information of Customer only to those employees of Company, who (A) require access to deliver the Professional Services and/or the Services to Customer in the course of their assigned duties and responsibilities, and (B) have agreed in writing to be bound by provisions no less restrictive than those set forth in this Section 4.1.  The Disclosing Party agrees that the foregoing shall not apply with respect to any information that the Receiving Party can document (a) is or becomes generally available to the public other than as a result of a breach of this Agreement, (b) was in its possession or known by it prior to receipt from the Disclosing Party, (c) was rightfully disclosed to it without restriction by a third party, (d) was independently developed without use of any Proprietary Information of the Disclosing Party or (e) is required to be disclosed by Law, provided that the Receiving Party shall, if legally permissible, give the Disclosing Party prompt written notice of such required disclosure under the foregoing (e) in order to afford the Disclosing Party an opportunity to seek, at the Disclosing Party’s sole expense, a protective order or other legal remedy to prevent the disclosure, and shall reasonably cooperate with the Disclosing Party’s efforts to secure such a protective order or other legal remedy to prevent the disclosure.    

    2. Customer shall own all right, title and interest in and to Proprietary Information of Customer (including, but not limited to, the Customer Data).  Company shall own and retain all right, title and interest in and to (a) the Services, Software, and Analytical Data, all improvements, enhancements or modifications thereto, and (b) all intellectual property rights related to any of the foregoing.  

    3. No title or ownership rights or licenses are granted except as expressly set forth herein.  

    4. PROPRIETARY INFORMATION OF CUSTOMER IS PROVIDED “AS IS” AND CUSTOMER DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.  

    5. Company agrees to (i) store all Proprietary Information of Customer as stated in the TradeLanes Availability, Continuity, and Incident Response Addendum policy document and (ii) provide Customer with written notice within twenty-four (24) hours of any unauthorized third party access to Proprietary Information of Customer of which Company becomes aware and to provide reasonable efforts to remediate identified security vulnerabilities.  The notice shall contain a description of the Proprietary Information disclosed, the approximate date of disclosure, the party receiving the disclosure and the circumstances surrounding such disclosure.  In the event of the foregoing, Company shall immediately: (a) investigate such disclosure and (b) inform Customer of the results of such investigation, including, but not limited to, the cause (technical vulnerability or process failure) of the disclosure, steps taken to remediate the cause of the disclosure and any future actions that may be taken to ensure that the disclosure does not occur again.  If Proprietary Information of Customer is lost or damaged, Company, at its expense, will assist Customer in restoring the content to the Services from Customer’s last available back up copy in compatible format.

    6. While Company takes reasonable measures to protect Customer Data, Company is not responsible for any loss or damage to Customer Data resulting from: (a) Customer's negligence or misuse of the Services; (b) Customer's failure to comply with these Terms and Conditions; (c) any third-party actions or events outside of Company's reasonable control.

    7. Within ninety (90) days upon Customer’s written request, Company will return (in the format in which it is maintained in the Services, unless Customer requests a different format, in which case additional charges may apply) or, if reasonably technically feasible, destroy (and certify the same in writing) Proprietary Information of Customer (including all copies thereof and materials incorporating such Proprietary Information, whether in physical or electronic form).

    8. The parties shall work together in good faith to issue at least one mutually agreed upon press release within 45 days of the Effective Date, and Customer otherwise agrees to reasonably cooperate with Company to serve as a reference account upon request.

    9. The Receiving Party acknowledges that any unauthorized disclosure or use of Proprietary Information of the Disclosing Party may cause the Disclosing Party imminent irreparable injury and that the Disclosing Party shall be entitled to, in addition to any other remedies available at Law or in equity, seek temporary, preliminary, and permanent injunctive relief in the event the Receiving Party does not fulfill its obligations under this Section 4.

  5. PAYMENT OF FEES

    1. Payment Obligations: 

      1. For Enterprise Subscriptions, all Professional Services Fees and the first-year subscription fee shall be due and payable in full upon the execution of the Order Form. All other payments for the Services shall be due immediately upon receipt of an invoice. The Customer is required to maintain a valid credit card or bank account on file with the Company at all times to facilitate timely payment processing.

    2. Automatic Billing: 

      1. All Self-Service plans are available for monthly and annual subscriptions only to customers who sign up by adding a valid credit card under Account Settings → Subscription in the TradeLanes Web Application. 

      2. Customers who sign up using the Order Form are not eligible for monthly subscriptions and must select an Enterprise Plan under an annual agreement. 

      3. For monthly subscriptions, the Company shall automatically charge the credit card or debit the bank account on file for the total amount due on the last day of each calendar month. 

      4. For annual subscriptions, the Company shall automatically charge the credit card or debit the bank account on file on the annual anniversary of the Service Term for the total amount due. 

      5. The Customer acknowledges and agrees that these payments shall be processed automatically without requiring additional authorization.

    3. Payment Failures and Account Restrictions: In the event that a payment is declined, delayed, or otherwise not received in full by the due date:

      1. Immediate Notification: The Company will notify the Customer of the payment failure and may provide a grace period at its sole discretion.

      2. Account Suspension: If the outstanding balance is not resolved within the provided timeframe, the Customer's access to the Services, including but not limited to shipment processing, tracking, and compliance filings, shall be automatically suspended until full payment is received.

      3. Service Reinstatement: The Company reserves the right to charge additional administrative fees for reactivating a suspended account due to non-payment.

    4. The Customer agrees to ensure that the payment method on file remains valid and that sufficient funds are available for processing. Failure to maintain an active and sufficient payment method may result in continued service disruptions and potential termination of the agreement in accordance with the Terms and Conditions.

    5. Customer acknowledges and agrees that, upon execution of this Agreement, all payments due under the applicable subscription plan, including but not limited to annual renewal fees, shall be processed automatically without requiring additional authorization from the Customer. TradeLanes shall charge the credit card or debit the bank account on file on the annual anniversary of the Service Term for the total amount due, unless the Customer has provided a valid written notice of non-renewal in accordance with the Non-Renewal Notice Requirement. The Customer is responsible for ensuring that the payment method on file remains valid and has sufficient funds to cover the renewal fees. Failure to maintain an active and sufficient payment method may result in service suspension and potential termination of this Agreement.

  6. TERM AND TERMINATION

    1. Subject to earlier termination as provided below, this Agreement shall begin on the Effective Date and run through the end of the Service Term as specified in the Order Form.

    2. In addition to any other remedies it may have hereunder, either party may also terminate this Agreement upon thirty (30) days’ notice to the other party, if the other party materially breaches any of the terms or conditions of this Agreement and such material breach (if capable of being cured) is not cured by the other party within this thirty (30) day period.  Such notice shall describe, in detail, the alleged material breach and shall describe, in detail, the steps the non-breaching party believes must be taken to remedy such alleged material breach.

    3. All following sections of this Agreement shall survive termination or expiration of this Agreement: (i) Section 4, (ii) Section 5, (iii) Section 6.3, (iv) Section 8, (v) Section 9, and (vi) Section 10.  In addition, all other provisions that can be given proper effect only if they survive the termination or expiration of this Agreement will survive termination or expiration of this Agreement.

    4. This Agreement shall automatically renew for successive renewal terms unless either party provides written notice of non-renewal at least 30 days prior to the end of the current Service Term. The Customer must submit written notice of non-renewal to billing@tradelanes.co, and such notice shall only be deemed received upon written confirmation from the Company.

    5. Non-Renewal Requests: This Agreement shall automatically renew for successive renewal terms unless either party provides written notice of non-renewal at least 30 days prior to the end of the current Service Term.

      1. Customers must submit a written notice of non-renewal to billing@tradelanes.co.

      2. A confirmation of receipt will be provided by TradeLanes within five (5) business days of submission.

      3. If the Customer does not receive confirmation within five (5) business days, it is their responsibility to follow up to ensure timely processing.

      4. Non-renewal requests are considered effective only upon confirmation from TradeLanes.

    6. Cancellation Policy

      1. If the Customer elects to cancel their subscription before the end of the current Service Term, they must first ensure that all outstanding invoices are paid in full.

      2. Any unpaid fees will be automatically charged using the payment method on file before cancellation is processed.

      3. Even if there are no active shipments, the subscription remains active, and charges will continue at the minimum pricing level until the cancellation is confirmed.

    7. TradeLanes reserves the right to suspend services for non-payment until the outstanding balance is resolved.

    8. Updates to Terms & Conditions and Pricing

      1. Self-Service Plans: Customers subscribed to Self-Service Plans acknowledge and agree that the most current version of the TradeLanes SaaS Terms & Conditions shall automatically apply to their subscription upon publication, without the need for separate notice or consent. Continued use of the Services after any update constitutes acceptance of the revised Terms & Conditions. TradeLanes reserves the right to modify these Terms & Conditions at any time, and it is the Customer’s responsibility to review them periodically at www.tradelanes.co/subscription-terms.

      2. Enterprise Plans: For Customers subscribed to Enterprise Plans, any updates to the TradeLanes SaaS Terms & Conditions shall not take effect until the subsequent anniversary date of the Service Term, unless otherwise agreed in writing by both parties. Pricing updates for Enterprise Plans shall similarly apply at the start of the next renewal term, unless otherwise stated in the applicable Order Form. TradeLanes will provide written notice of any changes to pricing or material modifications to the Terms & Conditions at least 30 days before the next renewal date.

  7. WARRANTY AND DISCLAIMER

    1. Company shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimizes errors and interruptions in the Services and make the Services available 24/7 (subject to the Service Level Terms set forth in Exhibit A hereto). Company will perform the Professional Services in a professional and workmanlike manner using commercially reasonable care and skill and in accordance with the highest standards of the industry.  Company will maintain or will have a subcontractor maintain backup servers and telecommunications connections and maintain or have a subcontractor maintain at least weekly backups of Customer data on such backup server for data recovery purposes.  Notwithstanding the foregoing, the Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Company or by third-party providers, or because of other causes beyond Company’s reasonable control.   Company shall notify Customer at least 24 hours in advance in writing or by email of any scheduled maintenance.  Company shall provide as much advance notice as reasonably possible for any unscheduled emergency maintenance. Company shall use reasonable efforts to conduct scheduled maintenance (other between the hours of 12:01 am and 5:59 am Central time). 

    2. Company represents, covenants, and warrants that it (i) owns all right, title and interest in the Services and/or Software or has the authority by license sufficient to (a) provide Customer (and its users) the Services and/or Software and (b) fulfill Company’s obligations herein; (ii) will comply with Laws (including Export Laws) in performing under this Agreement; (iii) will comply with all rules and regulations of Customer; (iv) will not use or share any trade secrets or confidential or proprietary information (including but not limited to material non-public information) owned by any third party in performing under this Agreement without such third party’s written consent to the extent permitted by law; (v) has suitable and adequate candidate screening and security procedures; and (vi) has the corporate power and authority (and any required licenses or permits) to enter into, and perform its obligations under this Agreement.

    3. Company further represents, covenants and warrants that the Services and Software are and will remain free of any software, hardware or other technologies, devices or means, the purpose or effect of which is to: (i) permit unauthorized access to, or to destroy, disrupt, disable, distort, or otherwise harm or impede in any manner, any (a) computer, software, firmware, hardware, system or network, or (b) any application or function of any of the foregoing or the integrity, use or operation of any data processed thereby; or (ii) prevent the Company or any of its users from accessing or using the Services as intended by this Agreement, and includes any virus, bug, trojan horse, worm, backdoor or other malicious computer code and any time bomb or drop dead device.

    4. Company warrants that the Services and Software will in all material respects conform to and perform in accordance with all generally available documentation relating to the Services, including all user manuals, operating manuals and other instructions, specifications, documents and materials, in any form or media, that describe any component, feature, requirement or other aspect of the Services, including any functionality, testing, operation or use thereof. 

    5. Company further represents, covenants and warrants that Services and Software will in all material respects conform to and perform in accordance with all generally available documentation relating to the Services, including all user manuals, operating manuals and other instructions, specifications, documents and materials, in any form or media, that describe any component, feature, requirement or other aspect of the Services, including any functionality, testing, operation or use thereof. 

    6. Customer represents, covenants, and warrants that it (i) owns all right, title and interest in the Customer Data or has the authority by license sufficient to (a) provide the Customer Data to the Company and (b) fulfill Customer’s obligations herein; (ii) will comply with Laws (including Export Laws) in performing under this Agreement; (iii) will comply with all rules and regulations of Customer; (iv) will not use or share any trade secrets or confidential or proprietary information (including but not limited to material non-public information) owned by any third party in performing under this Agreement without such third party’s written consent to the extent permitted by law; and (v) has the corporate power and authority (and any required licenses or permits) to enter into, and perform its obligations under this Agreement.

    7. EXCEPT AS OTHERWISE PROVIDED FOR HEREIN, COMPANY DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES AND COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

  8. INDEMNITY 

    1. Company shall indemnify, defend and hold Customer and its affiliates/subsidiaries (and/or their respective directors, officers, agents, employees, successors and assigns) harmless from and against any loss, damage, liability and expense (including, but not limited to, reasonable attorneys’ fees and expenses), whether or not litigation is actually commenced, relating to any third party claims, suits, or proceedings based on (a) the Service infringing any patent or any copyright or misappropriating any trade secret (each, an “Infringement Claim”) and/or (b) the Company’s misappropriation or unauthorized disclosure of Proprietary Information of Customer in breach of its confidentiality obligations in Section 4 of this Agreement.  

    2. Customer shall indemnify, defend and hold Company and its affiliates/subsidiaries (and/or their respective directors, officers, agents, employees, successors and assigns) harmless from and against any loss, damage, liability and expense (including, but not limited to, reasonable attorneys’ fees and expenses), whether or not litigation is actually commenced, relating to any third party claims, suits, or proceedings based on Customer’s negligence or willful misconduct or breach of any term in this Agreement.  

    3. Company’s foregoing obligations under Section 8.1 shall be diminished to the extent an Infringement Claim arose out of (i) Customer’s modification to the Service to the extent such modification was not approved by Company and use of the Service alone without such modification would not have resulted in infringement/misappropriation; (ii) Customer’s combination of the Service with other products, processes or materials not supplied by Company to the extent such combination was not approved by Company and use of the Service alone without such combination would not have resulted in infringement/misappropriation; or (iii) Customer’s negligence or willful misconduct or use of the Service in breach of this Agreement.

    4. In addition to Company’s defense and indemnification obligations hereunder, if, due to an Infringement Claim, the Services are held by a court of competent jurisdiction to be or are believed by Company to be infringing, Company may, at its option and expense (a) replace or modify the Service to be non-infringing provided that such modification or replacement contains substantially similar features and functionality, (b) obtain for Customer a license to continue using the Service, or (c) if neither of the foregoing (a) or (b) is commercially practicable, terminate this Agreement and Customer’s rights hereunder.

    5. The indemnified party shall promptly notify the indemnifying party of any claim for indemnity by providing written notice pursuant to this Agreement.  With respect to any claim for which such notification is provided or otherwise within the scope of the indemnity, indemnifying party shall have the right to control and bear full responsibility for the defense of such claim (including any settlements); provided however, that:  (A) indemnifying party shall keep the indemnified party informed of, and consult with the indemnified party in connection with the progress of such litigation or settlement; (B) indemnifying party shall not have any right, without indemnified party’s written consent, which consent shall not be unreasonably withheld, to settle any such claim if such settlement arises from or is part of any criminal action, suit or proceeding or contains a stipulation to or admission or acknowledgment of, any liability or wrongdoing (whether in contract, tort or otherwise) on the part of the indemnified party, or requires any specific performance or non-pecuniary remedy by indemnified party; and (C) indemnified party shall have the right to participate in the defense of a claim with counsel of its choice at its own expense.  Indemnifying party’s obligation to defend under this Agreement is independent of its obligation to indemnify and hold harmless hereunder.

  9. LIMITATION OF LIABILITY

    1. EXCEPT AS OTHERWISE PROVIDED FOR HEREIN, EACH PARTY AND THEIR RESPECTIVE OFFICERS, DIRECTORS, AFFILIATES/SUBSIDIARIES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES SHALL NOT BE LIABLE TO THE OTHER PARTY UNDER THIS AGREEMENT: (A) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (IN EACH CASE, WHETHER FORESEEABLE OR UNFORESEEABLE, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES); OR (B) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS AND LIABILITIES, EXCEED THE FEES PAID (OR OTHERWISE DUE) BY CUSTOMER TO COMPANY FOR ALL OF THE SERVICES UNDER THIS AGREEMENT IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY; PROVIDED THAT THE FOREGOING LIMITATIONS SHALL NOT LIMIT A PARTY’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 8.

  10. MISCELLANEOUS

    1. If any provision of this Agreement is found to be unenforceable or invalid by a court of competent jurisdiction, that provision will be limited or eliminated to the minimum extent necessary under applicable law so that this Agreement and the remaining provisions will otherwise remain in full force and effect and enforceable.  This Agreement is not assignable, transferable or sublicensable by either party without the other party’s prior written consent, which consent may not be unreasonably withheld; provided, however, that, upon written notice, a party may assign or transfer this Agreement or any obligation hereunder to an affiliate, a subsidiary or an entity acquiring all or substantially all of the assets of that party, whether by acquisition of assets or shares, or by merger or consolidation.  This Agreement is the complete and exclusive statement of the mutual understanding and agreement of the parties and supersedes and cancels all previous or contemporaneous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all waivers under this Agreement and modifications to this Agreement must be in a writing signed by both parties, except as otherwise provided herein.  Any assignment in violation of the foregoing shall be void.  Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the successors and assigns of the parties.  No provisions of this Agreement are intended nor shall be interpreted to provide or create any third party beneficiary rights or any other rights of any kind in any other party.  No agency, partnership, joint venture, or employment is created as a result of this Agreement and neither party has any right, power or authority of any kind to bind the other party in any respect whatsoever.  In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys’ fees.  All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested.  This Agreement shall be governed by the laws of the State of California without regard to its conflict of laws provisions.  For all disputes arising out of or related to this Agreement, the Parties submit to the exclusive jurisdiction and venue of the state and federal courts of the State of California.  EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THE AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.  Except as otherwise expressly provided in this Agreement, all remedies provided for in this Agreement shall be cumulative and in addition to and not in lieu of any other remedies available to either party at law or in equity.  This Agreement may be executed by facsimile and in any number of counterparts, all of which taken together shall constitute one single agreement between the parties.  The section headings in this Agreement are for convenience of reference only and will not be given effect to interpret or construe any of the provisions of this Agreement.  This Agreement is a non-exclusive agreement, and both parties remain free to enter into similar agreements with third parties.



 

EXHIBIT A

Service Level Terms

The Services shall be available 99.9%, measured monthly, excluding U.S. legal holidays and weekends and scheduled maintenance.  However, we do not guarantee uninterrupted service and disclaim any implied warranties.

If Customer requests maintenance during these hours, any uptime or downtime calculation will exclude periods affected by such maintenance.  Further, any downtime resulting from outages of third party connections or utilities (other than to the extent caused by Company) or other reasons beyond Company’s control will also be excluded from any such calculation. 

Company’s blocking of data communications or other Service in accordance with its policies shall not be deemed to be a failure of Company to provide adequate service levels under this Agreement.

 

EXHIBIT B

Support Terms

Company will provide Technical Support to Customer via electronic mail on weekdays during the hours of 9:00 am through 5:00 pm Pacific time, with the exclusion of any legal holiday (“Support Hours”).  As used herein, “legal holiday” means any Federal holiday for which financial institutions or post offices are generally closed in the state where the Company is located. 

Customer may initiate a helpdesk ticket during Support Hours by emailing support@tradelanes.co.

Company will use commercially reasonable efforts to respond to all Helpdesk tickets within one (1) business day.

 


EXHIBIT C

ACCEPTABLE USE POLICY

In connection with Customer’s use of the Services, Customer agrees that it will not engage nor attempt to engage (nor permit or encourage any third party to engage or attempt to engage) in any of the following activities:

  1. violate any Law or cause Company to violate any Law (including accessing or using any aspect of the Services from or in any territory where such activity is illegal or otherwise prohibited);

  2. use any information made available to Customer through the Services for any purpose other than Customer’s internal business purposes;

  3. knowingly or intentionally fail to implement the Services properly; 

  4. knowingly or intentionally submit any information to the Services that is false, incomplete, out-of-date, or misleading, or fail to update information to prevent it from becoming false, incomplete, out-of-date, or misleading;

  5. circumvent any access or use restrictions, data encryption, or content protection related to the Services, including accessing or using the Services not in strict compliance with the Services documentation; 

  6. participate in spidering; screen-scraping; database-scraping; harvesting e-mail addresses, wireless addresses, other contact or personal information, or other content made available through the Services; or use any other automatic means of obtaining lists of users or other information from or through the Services, including without limitation any information residing on any server or database connected to the Services;

  7. copy, modify, or distribute the computer code used to generate web pages on the Services, except to the extent such restriction is impermissible under applicable Laws;

  8. copy, distribute, sell, disclose, lend, transfer, convey, modify, decompile, disassemble or reverse engineer the Services (including our software) for any purpose whatsoever; access, tamper with, or use non-public areas of the Services, Company’s computer systems, or the technical delivery systems of Company’s providers;

  9. access or search the Services with any engine, software, tool, agent, device, or mechanism other than the software or search agents provided by Company or other generally available third-party web browsers;

  10. probe, scan, or test the vulnerability of any system or network, or breach any security or authentication measures;

  11. benchmark, test the capacity or limitations of, or interfere with the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the Services;

  12. send unsolicited email to third parties; send altered, deceptive, or false source-identifying information;

  13. violate Company’s or any third party’s intellectual property or other proprietary or legal rights (except to the extent such violation by Customer of a third party’s intellectual property or other proprietary rights results from or is occasioned by Company’s breach of Company’s warranty in Section 7.2(i) or Company’s infringing on any patent or any copyright or misappropriating any trade secret of a third party); or allow any unauthorized party to access the Services for any purpose whatsoever.

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Rob Prather
Bill Hewitt,
Frey Commodities
"TradeLanes gives us control over the entire load order process, in real time. I highly recommended signing up to try their new early access product."