3PL SYSTEMS, Inc.®
TERMS AND CONDITIONS OF SERVICE
END USER LICENSE AGREEMENT
IMPORTANT: BEFORE ACCESSING OR USING ANY PART OF THE WWW.3PLSYSTEMS.COM WEBSITE (THE “WEBSITE”), YOU SHOULD READ CAREFULLY THE FOLLOWING TERMS AND CONDITIONS OF SERVICE (THE “TERMS AND CONDITIONS”). THIS IS A LEGAL AGREEMENT BETWEEN YOU AND 3PL SYSTEMS INC. (“3PL SYSTEMS”). FOR PURPOSES OF THESE TERMS AND CONDITIONS, “3PL SYSTEMS” SHALL INCLUDE ANY PARENT, SUBSIDIARY, OR AFFILIATED COMPANY. THESE TERMS AND CONDITIONS GOVERN YOUR ACCESS TO AND USE OF THE WEBSITE AND ALL SERVICES, PRODUCTS, APPLICATIONS, SOFTWARE, PROGRAMS, TOOLS, MATERIALS, CONTENT, WEBSITES OR PAGES, MOBILE APPLICATIONS, INSTALLED APPLICATIONS, ELECTRONIC DATA INTERCHANGE, E-MAIL, AND SERVICE OFFERINGS OR INFORMATION AVAILABLE THROUGH THE WEBSITE OR USED IN ANY MANNER RELATED THERETO (COLLECTIVELY REFERRED TO HEREIN AS THE “SERVICE” AND/OR THE “SERVICES”). 3PL SYSTEMS IS WILLING TO ALLOW YOU ACCESS TO AND USE OF THE WEBSITE ON THE CONDITION THAT YOU ACCEPT AND AGREE TO ALL OF THE TERMS AND CONDITIONS. IF YOU DO NOT AGREE WITH THE TERMS AND CONDITIONS, YOU ARE NOT GRANTED PERMISSION TO ACCESS OR OTHERWISE USE THE WEBSITE OR THE SERVICES. BY ACCESSING, VIEWING, OR USING THE WEBSITE AND SERVICES, YOU INDICATE THAT YOU HAVE READ AND UNDERSTAND THE TERMS AND CONDITIONS HEREIN AND, AS THEY MAY CHANGE FROM TIME TO TIME, THAT YOU AGREE TO THEM AND INTEND TO BE LEGALLY BOUND BY THEM. “YOU” OR “YOUR” REFERS TO THE INDIVIDUAL USING THE SERVICE AND IF YOU USE THE SERVICE ON BEHALF OF A CORPORATION, LLC, PARTNERSHIP, OR OTHER BUSINESS ENTITY, THEN “YOU” SHALL INCLUDE THAT BUSINESS ENTITY AND ANY INDIVIDUALS ASSOCIATED THEREWITH USING THE SERVICE. IF YOU ARE USING THE SERVICE ON BEHALF OF A BUSINESS OR OTHER LEGAL ENTITY, YOU ARE NEVERTHELESS INDIVIDUALLY BOUND BY THESE TERMS AND CONDITIONS EVEN IF YOUR COMPANY HAS A SEPARATE AGREEMENT WITH 3PL SYSTEMS.
The Terms and Conditions are as follows:
1. LIMITATIONS ON SERVICE: YOU agree to comply with and adhere to the Terms and Conditions and any other policies issued by 3PL SYSTEMS related to the SERVICES. Violation of any of the Terms and Conditions stated herein or any other 3PL Systems policies may result in termination of YOUR access to and/or use of the SERVICES. 3PL SYSTEMS reserves the right to, and YOU hereby acknowledge and agree that, 3PL SYSTEMS may in its sole discretion refuse access to and/or use of the SERVICES to anyone for any reason at any time, including to YOU.
2. AMENDMENTS AND UPDATES TO THE TERMS AND CONDITIONS: 3PL SYSTEMS reserves the right to update, augment and/or change the Terms and Conditions from time to time without notice. YOU agree that any new features that augment or enhance the SERVICE, including the release of new tools and/or resources, shall be subject to the Terms and Conditions. Continued use of the SERVICE after any such changes shall constitute YOUR express, irrevocable consent to such changes. YOU can review the most current version of the Terms and Conditions at any time at www.3PLSystems.com/terms.
3. MODIFICATIONS TO THE SERVICE: 3PL SYSTEMS, in its sole discretion, has the right at any time, and from time to time, to modify or discontinue, temporarily or permanently, the SERVICE (or any part thereof) with or without notice for any reason at any time.
4. 3PL SYSTEMS SERVICE: The SERVICE is an internet based software platform that provides a transportation management solution designed to streamline the shipping process. The SERVICE is not itself, nor is it an agent for, a broker, motor, air, or rail carrier, freight forwarder or any other form of freight transportation provider (individually or collectively referred to as a “Transportation Provider” or “Transportation Providers”). All shipping rates, quotations, and transit times are provided directly from Transportation Providers and 3PL SYSTEMS is not responsible for the accuracy or completeness of that information. Any shipments with a Transportation Provider participating in the SERVICE platform are subject to the terms and conditions of the particular Transportation Provider with whom transportation has been arranged.
In addition, 3PL Systems shall not be responsible, in any way whatsoever, for information provided any other source, nor shall 3PL Systems have any liability or responsibility in connection with the acts or omissions of any outside source provider, regardless of the outcome of said acts or omissions.
5. SUBSCRIPTION FEES AND PAYMENT TERMS: 3PL SYSTEMS offers payment based service plans under which 3PL SYSTEMS charges a subscription fee for use of the SERVICES. Subscription fee rates will be established upon the opening of an account with 3PL SYSTEMS by YOU or by the business entity with whom YOU are employed. All users are subject to credit approval. All charges are payable in US Dollars and are due upon receipt or upon agreed-upon terms. Credit card payment will be required and will be charged on a monthly recurring basis. If your credit card payment is declined, you agree to ensure that credit card payment will be processed with twenty four (24) hours of initial declination notice. You understand that service will be interrupted and subscription cancelled immediately if credit card payment has not been approved within twenty four (24) hours and that all of the other terms and conditions contained herein will continue to apply. Any payment which is past due shall be subject to an additional charge at the rate of 1.5% per month of the average outstanding balance due, or the highest rate of interest permitted by applicable law, whichever is less. Overpayments do not accrue interest and are subject to the laws of the State of California. In the event the 3PL SYSTEMS retains an attorney or collection agency to collect unpaid charges or for the enforcement of these Terms and Conditions, all unpaid charges will be subject to a late payment penalty of 33% and YOU shall also be liable for all attorneys and collection agency fees incurred, together with related costs and expenses. 3PL SYSTEMS reserves the right to amend or adjust the subscription fee from time to time and will provide thirty (30) day notice of any subscription fee adjustments to YOU prior to enacting the change. When paying by credit card or electronic funds, YOU agree to be responsible for all charges payable, including any adjustments. These charges and adjustments, if any, will be automatically debited to YOUR credit card or bank account.
6. USER INFORMATION REQUIRED; RIGHTS GRANTED BY YOU TO 3PL SYSTEMS; AUTHORIZATION: YOU must provide YOUR first name, last name, company/business name, a valid email address and any other information requested in order to complete the signup/login process. YOU agree that this information provided by YOU will be accurate and current and YOU further agree to maintain and promptly update this information as necessary. YOU must also provide YOUR account information related to the various Transportation and other Providers such as load boards, finance companies, credit reporting, accounting software, and others that you wish to contract with through the SERVICES. By submitting YOUR name, company name, email, and Transportation and other Providers websites passwords, usernames, account information, data, and other content to 3PL SYSTEMS through the SERVICES to access and use the SERVICES, YOU are licensing that Content to 3PL SYSTEMS for the purpose of providing the SERVICES. 3PL SYSTEMS may use and store the content in accordance with these TERMS AND CONDITIONS and our Privacy Statement. You represent that YOU are entitled to submit it to 3PL SYSTEMS for use for this purpose, without any obligation by 3PL SYSTEMS to pay any fees or be subject to any restrictions or limitations. By using the SERVICES, YOU expressly authorize 3PL SYSTEMS to access YOUR account information maintained by identified Transportation and other Providers, on YOUR behalf as YOUR agent. The SERVICE will be directly connected to the information systems for the Transportation and other Providers that YOU have identified. 3PL SYSTEMS will submit information including usernames and passwords that YOU provide to log into the Transportation Providers’ websites. YOU hereby authorize and permit 3PL SYSTEMS to use and store information submitted by YOU to accomplish the foregoing and to configure the SERVICES so that it is compatible with the Transportation and other Providers’ websites for which YOU submit YOUR information. For purposes of this Agreement and solely to provide the Transportation and other Providers’ websites information to YOU as part of the Service, YOU grant 3PL SYSTEMS a limited power of attorney, and appoint 3PL SYSTEMS as YOUR attorney-in-fact and agent, to access Transportation and other Providers’ websites, retrieve and use YOUR information with the full power and authority to do and perform each thing necessary in connection with such activities, as YOU could do in person. YOU ACKNOWLEDGE AND AGREE THAT WHEN 3PL SYSTEMS IS ACCESSING AND RETRIEVING ACCOUNT INFORMATION FROM TRANSPORTATION AND OTHER PROVIDERS WEBSITES, 3PL SYSTEMS IS ACTING AS YOUR AGENT, AND NOT AS THE AGENT OF OR ON BEHALF OF THE TRANSPORTATION PROVIDER THAT OPERATES THE TRANSPORTATION PROVIDER WEBSITE. YOU understand and agree that the SERVICES are not sponsored or endorsed by any Transportation or other Providers accessible through the SERVICES. 3PL SYSTEMS is not responsible for any payment processing errors or fees or other SERVICES-related issues, including those issues that may arise from inaccurate account information. As your limited attorney in fact and/or agent, YOU authorize us to work with Transportation and other Providers on YOUR behalf by, including, but not limited to, using their website, creating website accounts, accessing website functionality, and/or consuming web services/APIs to retrieve electronic information concerning YOUR shipments, including, but not limited to, rates, tariffs, discount structure and/or shipment status. 3PL SYSTEMS assumes no liability and in no event shall be responsible for inaccuracies resulting from information that may be retrieved from your providers; whether it be concerning a carrier freight bill, tariff discrepancies or any other interface that you have approved.
7. ACCOUNT SECURITY: YOU agree that YOU are responsible for maintaining and protecting the security of YOUR SERVICES account and password. YOU further agree that 3PL SYSTEMS is not liable for any loss or damage resulting from YOUR failure to comply with this security obligation. YOU will refrain from charging anyone for access to any portion of the SERVICE, or any information therein. YOU will not allow non-registered users access to the SERVICE nor share any information from the SERVICE with any non-authorized users. Further, YOU agree YOU are fully responsible for anything that happens through YOUR account.
8. INFORMATION PROVIDED BY YOU TO 3PL SYSTEMS: By providing information through the SERVICE, YOU represent and warrant that YOU are entitled to submit the information and that the information is true, accurate, complete, current, not confidential, and not in violation of any contractual restrictions or other third party rights. It is YOUR responsibility to ensure the accuracy of all information provided and to keep YOUR profile information accurate and updated.
9. USER ELIGIBILITY AND REQUIREMENTS: To be eligible to use the SERVICE, YOU must meet the following criteria and represent and warrant that YOU: (1) are 18 years of age or older; (2) are not currently restricted from the SERVICES, or not otherwise prohibited from having an account, (3) have full power and authority to agree to these Terms and Conditions and doing so will not violate any other agreement to which YOU are a party; (4) will not violate any rights of 3PL SYSTEMS, including these TERMS AND CONDITIONS and/or any intellectual property rights such as copyright, patent, licensing, or trademark rights; (5) agree to provide at YOUR cost all equipment, software, and internet access necessary to use the SERVICES; and (6) agree not to reproduce, copy, sell, resell, or exploit any portion of the SERVICE (including, but not limited to, the HTML/CSS or visual design elements of the WEBSITE), or use the SERVICE or access the SERVICE without the express written permission of 3PL SYSTEMS. Violation of this paragraph may result in civil and/or criminal penalties and fines as well as liability for attorney fees. 3PL SYSTEMS is subject to copyright © 3PL SYSTEMS Inc. All rights reserved.
10. COMPLIANCE WITH LAWS: YOU agree that YOU are responsible for, warrant compliance with, and will adhere to any and all applicable federal, state, local, foreign and international laws, regulations, ordinances, executive orders, rules, orders, standards, conventions, directives, and treaties.
11. MISUSE OF THE SERVICES: YOU agree to use the SERVICE only for the purpose for which it is intended. YOU agree not to modify, adapt, reverse engineer, create derivative works from, or hack the SERVICE or modify another WEBSITE so as to falsely imply that it is associated with the SERVICE, 3PL SYSTEMS, any 3PL SYSTEMS affiliates or any other 3PL SYSTEMS service. YOU agree not to use the SERVICE for any illegal or unauthorized purpose or activities. YOU agree not to upload, post, host or transmit unsolicited emails or text messages including “junk mail” and “spam” messages or upload, post, host, e-mail, or transmit any content that is unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene or otherwise objectionable or violates any party’s intellectual property rights or these Terms and Conditions. YOU agree not to knowingly transmit any worm or virus or code of a destructive nature which interferes in any way with the SERVICE.
12. DELETED CONTENT: Content cannot be recovered once it is deleted. 3PL SYSTEMS has no obligation to store, maintain or provide YOU with a copy of any content that YOU or other users provide when using the SERVICES.
13. LIMITED LICENSE: On the condition that YOU comply with all YOUR obligations under these Terms and Conditions, we grant YOU a limited, revocable, nonexclusive, non-assignable, non-sublicenseable license and right to access the SERVICES, through a generally available web browser, mobile device or application (but not through scraping, spidering, crawling or other technology or software used to access data without the express written consent of 3PL SYSTEMS), view information and use the SERVICES that we provide on 3PL SYSTEMS webpages and in accordance with these Terms and Conditions. We reserve all rights not expressly granted in these Terms and Conditions, including, without limitation, title, ownership, intellectual property rights, and all other rights and interest in 3PL SYSTEMS and all related items, including any and all copies made of the 3PL SYSTEMS WEBSITE. The limited license provided herein is revocable at any time and for any reason by 3PL SYSTEMS.
14. INTELLECTUAL PROPERTY: All content and SERVICES on the 3PL SYSTEMS WEBSITE, including, but not limited to, trademarks and logos, designs, text, graphics, sounds, images, software, source code, and other WEBSITE materials (the “Materials”) are the intellectual property of 3PL SYSTEMS. No rights of any kind are licensed or extended to YOU regarding the Materials and/or any 3PL SYSTEMS intellectual property, except to the extent that a limited license to access and use the SERVICES is provided as set forth in Section 14 of the Terms and Conditions. None of the Materials may be copied, reproduced, or distributed in any form without the prior written permission of 3PL SYSTEMS. YOU may not, directly or indirectly scrape, harvest, or otherwise extract data from the WEBSITE and/or the SERVICES through the use of bots, crawlers, spider technology and/or other similar software without 3PL SYSTEMS’s prior written authorization. YOU may not reverse engineer or create derivative products from the Materials. 3PL SYSTEMS, the 3PL SYSTEMS logo, and other marks related to 3PL SYSTEMS products and services (“3PL SYSTEMS Marks”) are the exclusive and valuable property of 3PL SYSTEMS. The 3PL SYSTEMS Marks can only be reproduced or displayed with specific written permission from 3PL SYSTEMS.
15. NO WARRANTY OF ACCURACY OF INFORMATION: 3PL SYSTEMS is not responsible for and does not endorse, review, or monitor any person using or subscribing to the SERVICE. 3PL SYSTEMS does not have any obligation to verify the identity of the person using or subscribing to the SERVICE. 3PL SYSTEMS does not warrant the accuracy of information provided by users or subscribers and does not warrant and shall not be liable to YOU for the accuracy or timeliness of information provided through the SERVICES. The SERVICE may, from time to time, contain links to other Internet websites for the convenience of users. These sites and any other sites operated or maintained by third parties are operated or maintained by organizations over which 3PL SYSTEMS exercises no control, and 3PL SYSTEMS expressly disclaims any and all responsibility for the content, information, links, and other items, the accuracy and completeness of the information, and the quality of products or services made available or advertised on these third-party sites.
16. RELATIONSHIP OF THE PARTIES: Nothing contained herein shall be construed as establishing an employer/employee, partnership, affiliation, agency, brokerage, franchise, joint venture, or similar relationship.
17. MOBILE DEVICES: The SERVICE may provide certain services that are available to YOU via YOUR mobile phone or other mobile device if YOU have subscribed to them, including the ability to use YOUR mobile device to receive and reply to messages from 3PL SYSTEMS and access certain other features (collectively, the “Mobile SERVICES”). YOUR mobile carrier’s normal messaging, data, and other rates and fees may apply to YOUR use of the Mobile SERVICES. In addition, downloading, installing, or using certain Mobile SERVICES may be prohibited or restricted by YOUR mobile carrier, and not all Mobile SERVICES may work with all carriers or devices. Therefore, YOU are responsible for checking with YOUR mobile carrier to determine if the Mobile SERVICES are available for YOUR mobile devices, what restrictions, if any, may be applicable to YOUR use of the Mobile SERVICES and how much they will cost YOU. By using the Mobile SERVICES, YOU agree that 3PL SYSTEMS may communicate with YOU by SMS, MMS or other electronic means to YOUR mobile device and that certain information about YOUR usage of the Mobile SERVICES may be communicated to 3PL SYSTEMS. In the event YOU change or deactivate YOUR mobile telephone number, YOU agree to promptly update YOUR mobile subscription account information with us to ensure that the messages 3PL SYSTEMS intends to send to YOU are not sent to another entity who acquires such mobile telephone or number.
19. COMMUNICATIONS: The SERVICE may include certain communications via email or text message from 3PL SYSTEMS, such as service announcements, administrative messages, newsletters, etc. YOU understand that these communications shall be considered part of using the SERVICES.
21. DISCLAIMER OF WARRANTIES: YOUR use of the SERVICE is at YOUR sole risk. 3PL SYSTEMS, the SERVICE, the information contained on or made available through the SERVICE or WEBSITE, as well as any SERVICE offered in connection with 3PL SYSTEMS are made “as is,” “as available”. To the fullest extent permissible under applicable law, 3PL SYSTEMS disclaims any and all warranties and representations and makes no warranty or representation of any kind, expressed, statutory, or implied, written or oral, including, but not limited to, those of merchantability or fitness for a particular purpose, accuracy, content, completeness, quality, systems integration, legality, reliability, operability, availability, title, non-infringement, or arising from a course of dealing, usage or trade practice. 3PL SYSTEMS does not represent or warrant that the SERVICE will meet YOUR specific requirements. 3PL SYSTEMS does not represent or warrant that the SERVICE will be uninterrupted, timely, secure, error-free, or free of computer viruses or other harmful mechanisms, that the quality of any products, services, information or other material purchased or obtained by YOU through the SERVICE will meet YOUR expectations, or that any errors in the SERVICE will be corrected. 3PL SYSTEMS is not responsible, and makes no representations or warranties for the delivery of messages sent through the SERVICE to anyone. THE OPERATION OF THE SERVICE MAY BE INTERRUPTED DUE TO MAINTENANCE, UPDATES, OR SYSTEM OR NETWORK FAILURES. 3PL SYSTEMS DISCLAIMS ALL LIABILITY FOR DAMAGES CAUSED BY ANY SUCH INTERRUPTION OR ERRORS IN FUNCTIONING. FURTHERMORE, 3PL SYSTEMS DISCLAIMS ALL LIABILITY FOR ANY MALFUNCTIONING, IMPOSSIBILITY OF ACCESS, OR POOR USE CONDITIONS OF THE 3PL SYSTEMS SITE DUE TO INAPPROPRIATE EQUIPMENT, DISTURBANCES RELATED TO INTERNET SERVICE PROVIDERS, TO THE SATURATION OF THE INTERNET NETWORK, AND FOR ANY OTHER REASON. YOU AGREE THAT 3PL SYSTEMS IS NOT RESPONSIBLE FOR ANY CHARGES INCURRED FOR ANY LOSSES, DAMAGES, FINES, CLAIMS, THEFT, LEGAL EXPENSES OR PENALTIES OF ANY KIND RELATED TO YOUR USE OF THE SERVICE.
22. LIMITATION OF LIABILITY: 3PL SYSTEMS’s sole responsibility is to provide the 3PL SYSTEMS platform for use, subject to the Terms and Conditions, and 3PL SYSTEMS’s liability is limited to a refund of the total subscription fee paid by YOU or on YOUR behalf in the thirty days immediately prior to any claim or related claims brought by YOU for any reason. To the extent the foregoing may be disallowed by applicable law, 3PL SYSTEMS’s liability shall be limited to the fullest extent otherwise permitted by law. YOU EXPRESSLY UNDERSTAND AND AGREE THAT 3PL SYSTEMS, ITS PARENTS, SUBSIDIARIES AND AFFILIATED COMPANIES, AND ALL OF THEIR RESPECTIVE DIRECTORS, OFFICERS, AGENTS AND EMPLOYEES SHALL NOT BE LIABLE FOR ANY DIRECT, SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, EXTRA-CONTRACTUAL, OR PUNITIVE DAMAGES OF ANY KIND WHATSOEVER, WHICH MAY OR DOES RESULT FROM THE USE OF, ACCESS TO, OR INABILITY TO USE THIS SERVICE, THE CONTENT, OR THE PRODUCTS OR SERVICES CONNECTED THEREWITH, UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA, STATEMENTS OR CONDUCT OF ANY THIRD PARTY OF THE SERVICE, ANY MODIFICATION, PRICE CHANGE, SUSPENSION OR TERMINATION OF THE SERVICE, OR ANY OTHER MATTER RELATING TO THE SERVICE, REGARDLESS OF LEGAL THEORY, WHETHER OR NOT ANY PARTY HAD BEEN ADVISED OF THE POSSIBILITY OR PROBABILITY OF SUCH DAMAGES, AND EVEN IF THE REMEDIES OTHERWISE AVAILABLE FAIL THEIR ESSENTIAL PURPOSE, INCLUDING, WITHOUT LIMITATION, LOST REVENUES OR LOST PROFITS, BUSINESS INTERRUPTION, GOODWILL, USE, OR OTHER INTANGIBLE LOSSES, DAMAGE CAUSED TO YOUR COMPUTER, COMPUTER SOFTWARE, SYSTEMS AND PROGRAMS AND THE DATA THEREON OR THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES. THIS LIMITATION OF LIABILITY SHALL APPLY TO PREVENT RECOVERY OF ANY OF THE AFOREMENTIONED DAMAGES, ANY DAMAGES YOU MAY INCUR BECAUSE OF THIRD-PARTY SERVICES OR OTHER SERVICES OR GOODS RECEIVED THROUGH THE SERVICE.
23. INDEMNIFICATION: YOU agree to defend, indemnify, and hold harmless 3PL SYSTEMS, its parents, subsidiaries and affiliated companies, and all of their respective directors, officers, employees, agents, and vendors from and against any and all suits, actions, claims, proceedings, damages, settlements, judgments, injuries, liabilities, losses, risks, costs, and expenses (including without limitation attorneys’ fees and litigation expenses) relating to or arising from the SERVICE, YOUR access and/or use of the SERVICE (or any derivatives of the SERVICE offered to YOU) or any use under YOUR username and password whether or not authorized by YOU, YOUR fraud, violation of law, or willful misconduct, and any breach by YOU of these Terms and Conditions, including, but not limited to, YOUR use of our WEBSITE, uploading, emailing, posting, publishing, transmitting or submitting any content, or any misrepresentation, breach of warranty or certification made by YOU.
24. CONFIDENTIALITY: YOU shall not directly or indirectly disclose to anyone, or use for YOUR own benefit, or anyone else’s benefit, Confidential Information as defined herein except as necessary to facilitate transactions associated with using or subscribing to the SERVICE. “Confidential Information” shall include (but is not limited to) business and/or marketing and sales plans, financial information, trade secrets, intellectual property, names, contacts, personal information, shipping or other logistics information or requirements, billing amounts, or pricing information. Confidential Information may be disclosed orally, visually or in tangible form (whether by document, electronic media, or other form). The failure to mark, label or identify any of the above-described information as confidential shall not affect its status as part of the Confidential Information. 3PL SYSTEMS expressly agrees not to disclose to any third parties and/or parent, subsidiary and/or affiliated companies any Transportation Provider rate, service and/or pricing practice information it becomes aware of through its provision of SERVICES. Notwithstanding any provisions in these TERMS AND CONDITIONS to the contrary, 3PL SYSTEMS may use YOUR content for analytical purposes so long as 3PL SYSTEMS shall cause the content to be made anonymous as to source and/or applicability, and further cause it to become anonymous and generalized by removing from the data any and all information identifying it as YOUR content. YOU grant 3PL SYSTEMS the right to use, copy, manipulate, distribute, and develop YOUR anonymous and generalized content and make it available to other shipper customers, parent, subsidiary and/or affiliated companies, and/or third parties.
25. NO ASSIGNMENT: YOU shall not resell or assign YOUR rights or obligations under these Terms and Conditions.
26. GOVERNING LAW AND VENUE: These Terms and Conditions are governed by and construed in accordance with the laws of the State of California, without reference to its conflict of laws rules. YOU hereby expressly submit and consent to exclusive personal jurisdiction and exclusive venue of the federal and state courts of competent jurisdiction in the State of Kansas. Any litigation shall be filed in the District Court of Los Angeles County, State of California or in the United States District Court for the District of California, City of Los Angeles.
27. NO WAIVER: YOU agree that the failure of 3PL SYSTEMS to exercise or enforce any right or provision of the Terms and Conditions shall not constitute a waiver of such right or provision. Failure to enforce a breach or waiver of any provision or right shall not be deemed to constitute a waiver of any subsequent failure or breach, and shall not affect or limit the right to thereafter enforce such, or any other, term or provision.
28. COMPLETE AGREEMENT: YOU agree that the Terms and Conditions constitute the entire, complete and exclusive agreement and understanding between YOU and 3PL SYSTEMS regarding the SERVICE and governs YOUR access to and use of the SERVICE, superseding any prior agreements, arrangements, or understandings, verbal or written, or whether established by custom, practice, policy or precedent, between YOU and 3PL SYSTEMS relating to the subject matter herein (including, but not limited to, any prior versions of the Terms and Conditions). YOU also may be subject to additional terms and conditions that may apply when YOU use or purchase certain other services, third-party content or third party software. Notwithstanding this section, if YOU use another 3PL SYSTEMS product or service, the terms and conditions of that product or service apply.
29. AGREEMENT UNAFFECTED BY UNENFORCEABLE TERM: In the event any terms or conditions are determined to be invalid or unenforceable, no other terms or conditions shall be affected and the unaffected terms and conditions shall remain valid and enforceable as written. The representations, rights and obligations hereunder shall survive relief and termination for any reason.
30. FORCE MAJEURE: Under no circumstances shall 3PL SYSTEMS be held liable for any delay or failure in performance resulting directly or indirectly from acts of nature, forces, or causes beyond its reasonable control, including, without limitation, Internet failures, computer equipment failures, telecommunication equipment failures, other equipment failures, loss of data, electrical power failures, strikes, labor disputes, riots, insurrections, civil disturbances, shortages of labor or materials, fires, floods, storms, explosions, acts of God, war, governmental actions, orders of domestic or foreign courts or tribunals, or nonperformance of third parties.
31. TERMINATION OF SERVICE BY YOU: YOU may terminate YOUR access at any time by contacting us at support@3PLSystems.com. If YOU terminate service, there will not be any refunds issued and 3PL will not store any of your data for a period beyond six months of termination date. These Terms and Conditions shall survive any termination.