Terms of Service
Last updated on August 28, 2018
1. Acceptance of Terms.
1.1. Unchained Logistics, Inc. (“Unchained Logistics”, “we” or “us”) provides its Service (as defined below) to you, subject to this Terms of Service agreement (“TOS”). By accepting this TOS or by accessing or using the Services or our website located at UnchainedLogistics.co (the “Site”), you acknowledge that you have read, understood, and agree to be bound by this TOS. If you are entering into this TOS on behalf of a company, business or other legal entity, you represent that you have the authority to bind such entity and its affiliates to this TOS, in which case the terms “you” or “your” shall refer to such entity and its affiliates. If you do not have such authority, or if you do not agree with this TOS, you must not accept this TOS and may not use the Service.
1.2. We reserve the right, at our sole discretion, to change or modify portions of this TOS at any time. If we do this, we will post the changes on this page and will indicate at the top of this page the date these terms were last revised. We will also notify you, either through the Service user interface, in an email notification or through other reasonable means. Any such changes will become effective no earlier than fourteen (14) days after they are posted, except that changes addressing new functions of the Service or changes made for legal reasons will be effective immediately. Your continued use of the Service after the date any such changes become effective constitutes your acceptance of the new TOS.
1.4. You are responsible for maintaining the confidentiality of your password and account, if any, and are fully responsible for any and all activities that occur under your password or account. You agree to (a) immediately notify Unchained Logistics of any unauthorized use of your password or account or any other breach of security, and (b) ensure that you exit from your account at the end of each session when accessing the Service. Unchained Logistics will not be liable for any loss or damage arising from your failure to comply with this section.
2. Description of Service.
The “Service(s)” includes (a) the Site and (b) all software (including the Software, as defined below), data, reports, text, images, sounds, video, and content made available through any of the foregoing (collectively referred to as the “Content”). Any new features added to or augmenting the Service are also subject to this TOS.
3. General Conditions / Access and Use of the Service.
3.1. Subject to the terms and conditions of this TOS, you may access and use the Service only for lawful purposes. All rights, title and interest in and to the Service and its components will remain with and belong exclusively to Unchained Logistics. You shall not (a) sublicense, resell, rent, lease, transfer, assign, time share or otherwise make the Service available to any third party; (b) use the Service in any unlawful manner (including without limitation in violation of any data, privacy or export control laws) or in any manner that interferes with or disrupts the integrity or performance of the Service or its components or otherwise violates our AUP (as defined below), or (c) modify, adapt or hack the Service to, or otherwise attempt to gain unauthorized access to the Service or its related systems or networks. You shall comply with any codes of conduct, policies or other notices Unchained Logistics provides you or publishes in connection with the Service, and you shall promptly notify Unchained Logistics if you learn of a security breach related to the Service. Additionally, Unchained Logistics may partner with third party carriers to provide the Service. Accordingly, shipment of your items will also be governed by the terms and policies of our carrier partners, including, but not limited to FedEx, UPS, USPS and DHL (and any other terms and policies set forth on our carrier partners’ respective websites) and you agree to comply with such terms and policies . We shall not have any liability or responsibility for the actions of any third party carrier that may provide shipping services for us in connection with the Service.
3.2. In addition to (and without limiting the generality of) the other terms and conditions of this TOS, you hereby agree to comply with Unchained Logistics’s acceptable use policy (“AUP”), as described in this section. You will not use the Service to (or assist another person to):
a) upload or transmit any content or materials that (i) infringes any intellectual property or other proprietary rights of any party; (ii) you do not have a right to upload under any law or under contractual or fiduciary relationships; (iii) contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; (iv) poses or creates a privacy or security risk to any person; (v) is unlawful, harmful, threatening, abusive, harassing, tortious, excessively violent, defamatory, vulgar, obscene, pornographic, libelous, invasive of another’s privacy, hateful racially, ethnically or otherwise objectionable; (vi) in the sole judgment of Unchained Logistics, is objectionable, knowingly false, or which restricts or inhibits any other person from using or enjoying the Service, or which may expose Unchained Logistics or its users to any harm or liability of any type;
b) interfere with or disrupt the Service or servers or networks connected to the Service, or disobey any requirements, procedures, policies or regulations of networks connected to the Service; or
c) violate any applicable local, state, national or international law, or any regulations having the force of law;
d) impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity; or
e) obtain or attempt to access or otherwise obtain any materials or information through any means not intentionally made available or provided for through the Service.
3.3. Any software that may be made available by Unchained Logistics in connection with the Service, including without limitation the bookmarklets or plug-ins, (“Software”) contains proprietary and confidential information that is protected by applicable intellectual property and other laws. Subject to the terms and conditions of this TOS, Unchained Logistics hereby grants you a non-transferable, non-sublicensable and non-exclusive right and license to use the object code of any Software solely in connection with the Service, provided that you shall not (and shall not allow any third party to) copy, modify, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code or sell, assign, sublicense or otherwise transfer any right in any Software. You agree not to access the Service by any means other than through the interface that is provided by Unchained Logistics for use in accessing the Service. Any rights not expressly granted herein are reserved and no license or right to use any trademark of Unchained Logistics or any third party is granted to you in connection with the Service.
3.5. You understand that the operation of the Service, including Your Content, may be unencrypted and involve (a) transmissions over various networks; (b) changes to conform and adapt to technical requirements of connecting networks or devices and (c) transmission to Unchained Logistics’s third party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to operate and maintain the Service. Accordingly, you acknowledge that you bear sole responsibility for adequate security, protection and backup of Your Content. Unchained Logistics will have no liability to you for any unauthorized access or use of any of Your Content, or any corruption, deletion, destruction or loss of any of Your Content.
3.6. You 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, browsers, modems, hardware, servers, software, operating system, networking, web servers and internet service (collectively, “Equipment”). You shall be responsible for ensuring that such Equipment is compatible with the Services (and, to the extent applicable, the Software) and complies with all configurations and specifications set forth in Unchained Logistics’s published policies then in effect. You shall also be responsible for maintaining the security of the Equipment, your Account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of your Account or the Equipment with or without your knowledge or consent.
3.7. The failure of Unchained Logistics to exercise or enforce any right or provision of this TOS shall not be a waiver of that right. You acknowledge that this TOS is a contract between you and Unchained Logistics, even though it is electronic and is not physically signed by you and Unchained Logistics, and it governs your use of the Service and takes the place of any prior agreements between you and Unchained Logistics.
3.8. Subject to the terms hereof, Unchained Logistics may (but has no obligation to) provide technical support services, through email in accordance with our standard practice.
4. Prohibited Inventory; Limitations on Inventory.
You hereby represent and warrant that (i) none of your inventory contain any illegal, hazardous or Prohibited Items and (ii) you will comply with all applicable shipping laws, including 49 C.F.R. and federal Hazardous Materials Regulations. You agree to reimburse Unchained Logistics for any expenses or costs, including consequential damages, we or anyone else may incur as a result of a breach of the foregoing representation and warranty.
5. Representations and Warranties.
You represent and warrant to Unchained Logistics that (i) you have full power and authority to enter into this TOS; (ii) you own all Your Content or have obtained all permissions, releases, rights or licenses required to engage in your posting and other activities (and allow Unchained Logistics to perform its obligations) in connection with the Services without obtaining any further releases or consents; (iii) your inventory does not contain any Prohibited Items or otherwise violate the AUP; (iv) Your Content and other activities in connection with the Service, and Unchained Logistics’s exercise of all rights and license granted by you herein, do not and will not violate, infringe, or misappropriate any third party’s copyright, trademark, right of privacy or publicity, or other personal or proprietary right, nor does Your Content contain any matter that is defamatory, obscene, unlawful, threatening, abusive, tortious, offensive or harassing; and v) you are eighteen (18) years of age or older.
You have the right to terminate your account at any time by sending a cancellation request to email@example.com. Subject to earlier termination as provided below, Unchained Logistics may terminate your Account and this TOS at any time by providing thirty (30) days prior notice to the administrative email address associated with your Account. In addition to any other remedies we may have, Unchained Logistics may also terminate this TOS upon thirty (30) days’ notice (or ten (10) days in the case of nonpayment), if you breach any of the terms or conditions of this TOS. Also, Unchained Logistics may terminate this TOS immediately without notice if you violate any provision of the AUP, as determined in Unchained Logistics’s sole reasonable discretion. Unchained Logistics reserves the right to modify or discontinue, temporarily or permanently, the Service (or any part thereof). Except as provided above, upon any termination of your account, Unchained Logistics may store all of Your Content on the Service (if any), or it may be permanently deleted by Unchained Logistics, in its sole discretion. If Unchained Logistics terminates your account without cause and you have signed up for a fee-bearing service, Unchained Logistics will refund the pro-rated, unearned portion of any amount that you have prepaid to Unchained Logistics for such Service. However, all accrued rights to payment and the terms of Sections 4-22 shall survive termination of this TOS.
7. DISCLAIMER OF WARRANTIES.
The Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Unchained Logistics or by third-party providers, or because of other causes beyond our reasonable control, but Unchained Logistics shall use reasonable efforts to provide advance notice on the Site or by email of any scheduled service disruption. HOWEVER, THE SERVICE, INCLUDING THE SITE, SOFTWARE AND CONTENT, AND ANY SERVER AND NETWORK COMPONENTS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND, AND Unchained Logistics EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. YOU ACKNOWLEDGE THAT Unchained Logistics DOES NOT WARRANT THAT THE SERVICE OR SOFTWARE WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE OR VIRUS-FREE, NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES OR SOFTWARE, AND NO INFORMATION, ADVICE OR SERVICES OBTAINED BY YOU FROM Unchained Logistics OR THROUGH THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS TOS.
8. LIMITATION OF LIABILITY.
8.1. EXCEPT AS PROVIDED IN SECTION 14, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (WHETHER IN CONTRACT, TORT, OR OTHERWISE) SHALL Unchained Logistics BE LIABLE TO YOU OR ANY THIRD PARTY FOR (A) ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST SALES OR BUSINESS, LOST DATA, OR (B) ANY DIRECT DAMAGES, COSTS, LOSSES OR LIABILITIES IN EXCESS OF THE FEES ACTUALLY PAID BY YOU IN THE LAST SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO YOUR CLAIM, OR, IF NO FEES APPLY, ONE HUNDRED ($100) U.S. DOLLARS. THE PROVISIONS OF THIS SECTION ALLOCATE THE RISKS UNDER THIS TOS BETWEEN THE PARTIES, AND THE PARTIES HAVE RELIED ON THESE LIMITATIONS IN DETERMINING WHETHER TO ENTER INTO THIS TOS.
8.2. Some states do not allow the DISCLAIMER OR exclusion of CERTAIN warranties or the EXCLUSION OR limitation of liability for incidental or consequential damages, which means that some of the above limitations and DISCLAIMERS may not apply OR BE ENFORCEABLE WITH RESPECT to you, and IN SUCH CASE, Unchained Logistics’S LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY SUCH APPLICABLE LAW. IF YOU ARE A USER FROM NEW JERSEY, THE FOREGOING SECTIONS 11 and 12 are INTENDED TO BE ONLY AS BROAD AS IS PERMITTED UNDER THE LAWS OF THE STATE OF NEW JERSEY. IF ANY PORTION OF Sections 11 or 12 IS HELD TO BE INVALID UNDER THE LAWS OF THE STATE OF NEW JERSEY, THE INVALIDITY OF SUCH PORTION SHALL NOT AFFECT THE VALIDITY OF THE REMAINING PORTIONS OF Sections 11 and 12..
You shall release, defend, indemnify, and hold harmless Unchained Logistics and its directors, officers, employees, agents, licensors, affiliates, successors and assigns (each, an “Indemnitee”) from and against any claims, actions or demands, including without limitation reasonable legal and accounting fees, arising or resulting from your breach of this TOS (including but not limited to your representations and warranties in Section 5.2), any of Your Content, or your other access, contribution to, use or misuse of the Service. Unchained Logistics shall provide notice to you of any such claim, suit or demand. Unchained Logistics reserves the right to assume the exclusive defense and control of any matter which is subject to indemnification under this section. In such case, you agree to cooperate with any reasonable requests assisting Unchained Logistics’s defense of such matter. Notwithstanding the foregoing, you will have no obligation to indemnify or hold harmless any Indemnitee from or against any liability, losses, damages or expenses incurred as a result of any action or inaction of such Indemnitee. If you are a California resident, you waive California Civil Code Section 1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.” If you are a resident of another jurisdiction, you waive any comparable statute or doctrine.
At Unchained Logistics’s or your election, all disputes, claims, or controversies arising out of or relating to the TOS or the Service that are not resolved by mutual agreement may be resolved by binding arbitration to be conducted before JAMS, or its successor. Unless otherwise agreed by the parties, arbitration will be held in San Francisco, California before a single arbitrator mutually agreed upon by the parties, or if the parties cannot mutually agree, a single arbitrator appointed by JAMS, and will be conducted in accordance with the rules and regulations promulgated by JAMS unless specifically modified in the TOS. The arbitration must commence within forty-five (45) days of the date on which a written demand for arbitration is filed by either party. The arbitrator’s decision and award will be made and delivered within sixty (60) days of the conclusion of the arbitration and within six (6) months of the selection of the arbitrator. The arbitrator will not have the power to award damages in excess of the limitation on actual compensatory, direct damages set forth in the TOS and may not multiply actual damages or award punitive damages or any other damages that are specifically excluded under the TOS, and each party hereby irrevocably waives any claim to such damages. The arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party's individual claim. YOU AND COMPANY AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and Company agree otherwise in writing, the arbitrator may not consolidate more than one person's claims, and may not otherwise preside over any form of a representative or class proceeding. The arbitrator may, in his or her discretion, assess costs and expenses (including the reasonable legal fees and expenses of the prevailing party) against any party to a proceeding. Any party refusing to comply with an order of the arbitrators will be liable for costs and expenses, including attorneys’ fees, incurred by the other party in enforcing the award. Notwithstanding the foregoing, in the case of temporary or preliminary injunctive relief, any party may proceed in court without prior arbitration for the purpose of avoiding immediate and irreparable harm. The provisions of this arbitration section will be enforceable in any court of competent jurisdiction.
Notwithstanding the provisions of the introductory section above, if Unchained Logistics changes this ‘Arbitration’ section after the date you first accepted these TOS (or accepted any subsequent changes to these TOS ), you may reject any such change by sending us written notice within 30 days of the date such change became effective, as indicated in the “Date of Last Revision” date above or in the date of Unchained Logistics’s email to you notifying you of such change. By rejecting any change, you are agreeing that you will arbitrate any dispute between you and Unchained Logistics in accordance with the provisions of this section as of the date you first accepted this TOS (or accepted any subsequent changes to this TOS).
11. U.S. Government Matters.
You may not remove or export from the United States or allow the export or re-export of the Services 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. As defined in FAR section 2.101, the software and documentation installed by Unchained Logistics on your Equipment (if applicable) are “commercial items” and according to DFAR section 252.227 7014(a)(1) and (5) are deemed to be “commercial computer software” and “commercial computer software documentation.” Consistent with DFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of this TOS and will be prohibited except to the extent expressly permitted by the terms of this TOS.
You may not assign this TOS without the prior written consent of Unchained Logistics, in which case, Unchained Logistics may charge a transfer fee. Unchained Logistics may assign or transfer this TOS, in whole or in part, without restriction.
If any provision of this TOS is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this TOS will otherwise remain in full force and effect and enforceable. Both parties agree that this TOS is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this TOS, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this TOS and you do not have any authority of any kind to bind Unchained Logistics in any respect whatsoever. In any action or proceeding to enforce rights under this TOS, the prevailing party will be entitled to recover costs and attorneys’ fees. All notices under this TOS 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 email; 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. These terms may change from time to time in accordance with Section 1.2, and when you agree to use the Services, you consent to the then-applicable TOS.
14. Governing Law.
This TOS shall be governed by the laws of the State of California without regard to the principles of conflicts of law. Unless otherwise elected by Unchained Logistics in a particular instance, you hereby expressly agree to submit to the exclusive personal jurisdiction of the federal and state courts located within San Francisco, California for the purpose of resolving any dispute relating to your access to or use of the Service.
Questions? Concerns? Suggestions?
Please contact us at firstname.lastname@example.org to report any violations of these TOS or to pose any questions regarding this TOS or the Service or visit our FAQ for more information.