CargoHub connect 365 · Terms of Use


You are visting a website which is managed by CargoHub B.V. and/or operated by the Customer.

Definition "Customer": A company using the cloud service software platform provided by CargoHub B.V.


By using or visiting this Website you signify your assent to these Terms. These Terms apply to all users of the Website. If you do not agree to these Terms then please do not access or otherwise use the Website. You hereby acknowledge and accept that the Company may revise, edit, amend and/or alter in any way the conditions of these Terms at any time by simply updating and re-posting revised Terms to the Website. Such revisions, changes or amendments shall be based upon the sole discretion of the Company.

You may not access the Services if you are our direct competitor, except with our prior written consent. In addition, you may not access the Services for the purpose of monitoring their availability performance of functionality or for any other benchmarking or competitive purposes. The Services are intended for legal entities and individuals aged 18 years or older.

1.

FREE TRIAL – If You register on our Site for a free trial, We will make the Services available to You on a trial basis free of charge until the earlier of (a) the end of the free trial period for which You registered or are registering to use the applicable Service or (b) the start date of any Purchased Services ordered by You. Additional trial terms and conditions may appear on the trial registration web page .

Please review the CargoHub Documentation during the trial period so that You become familiar with the features and functions of the Services before You make Your purchase.

2.

USE OF SERVICES – Subject to Your compliance with these Terms and Your payment to the Company for the use of the Services, the Company hereby grants you a limited, non-exclusive, non-transferable, non sub-licensable revocable right to use and access the Services via the Internet during the subscription period, and use the Services only in accordance with these Terms. The Services may be accessed solely by the number of users as specified in the registration process. The Services may be only accessed by You, and must be in accordance with the conditions set forth in these Terms. You hereby acknowledge that the Services shall not be provided to you in CD-ROM form, or any other form of media and will not be installed on any servers or any other computer equipment controlled and/or held by You. You fully acknowledge and accept that the Services will be hosted by Us through the use of the Internet and a browser. Our Responsibilities. We shall: (i) provide Our basic support for the Purchased Services to You, and/or any upgraded support according to your Order Form, (ii) use commercially reasonable efforts to make the Purchased Services available 24 hours a day, 7 days a week, except for: (a) planned downtime (of which We shall give at least 8 hours notice via the Purchased Services and which We shall schedule to the extent practicable during the weekend hours from 6:00 p.m. Friday to 3:00 a.m. Monday Greenwich mean time), or (b) any unavailability caused by circumstances beyond Our reasonable control, including without limitation, acts of God, acts of government, floods, fires, earthquakes, civil unrest, acts of terror, strikes or other labor problems (other than those involving Our employees), Internet service provider failures or delays, or denial of service attacks, and (iii) provide the Purchased Services only in accordance with applicable laws and government regulations. Our Protection of Your Data. We shall maintain appropriate administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Your Data. We shall not (a) modify Your Data, (b) disclose Your Data except as compelled by law or court order, or as expressly permitted in writing by You, or (c) access Your Data except to provide the Services and prevent or address service or technical problems, or at Your request in connection with customer support matters. You may refer to our Privacy Policy or to our Security Page – for any further information.Your Responsibilities. You shall (i) be responsible for Users’ compliance with these Terms, (ii) be responsible for the accuracy, quality and legality of Your Data and of the means by which You acquired Your Data, (iii) use commercially reasonable efforts to prevent unauthorized access to or use of the Services, and notify Us promptly of any such unauthorized access or use, and (iv) use the Services only in accordance with the CargoHub Documentation and applicable laws and government regulations. You shall not (a) make the Services available to anyone other than Users, (b) sell, resell, rent or lease the Services without our written consent, (c) use the Services to store or transmit infringing, libelous, or otherwise unlawful or tortuous material, or to store or transmit material in violation of third-party privacy rights, (d) use the Services to store or transmit Malicious Code, (e) interfere with or disrupt the integrity or performance of the Services or third-party data contained therein, or (f) attempt to gain unauthorized access to the Services or their related systems or networks, (g) disclose any passwords or user identification numbers issued to You. The Services are developed, hosted and secured at the CargoHub Datacenter. While running 24/7, the facility is taking various measures to protect operations from power failure, physical intrusion and network outage.

3.

NON CargoHub Services – Purchase of Non-CargoHub Products and Services. We or third parties may from time to time make third-party products or services available to you. Purchase by You of such non-CargoHub products or services, and any exchange of data between You and any non-CargoHub provider, is solely between You and the applicable non-CargoHub provider. We do not warrant or support non-CargoHub products or services, whether or not they are designated by Us as “certified” or otherwise, except as specified in an Order Form. Subject to the section relating to Integration with Non-CargoHub Services, no purchase of non-CargoHub products or services is required to use the Services except a supported computing device, operating system, web browser and Internet connection. Integration with Non-CargoHub Services. The Services may contain features designed to operate jointly with Non-CargoHub Applications or Interfaces (e.g. Google, Facebook or Twitter or logistics partner applications). To use such features, You may be required to obtain access or permission to such Non-CargoHub Applications or Interfaces from their providers. If the provider of any such Non-CargoHub Application or Interface ceases to make the Non- CargoHub Application or Interface available for interoperation with the corresponding Service features on reasonable terms, We may cease providing such Service features without entitling You to any refund, credit, or other compensation. Links to Other Sites. Links on this Site may let you leave the Site and go to other websites. The linked sites are not under the control of the Company and the Company is not liable or responsible for the content, the accuracy thereof or any other aspect which may be related to a third party website or any link contained in a linked site. The Company hereby reserves the right to terminate any link or linking program at any time, based upon its sole and exclusive discretion. The Company does not endorse companies or products to which it is linked. Please note that should You proceed to access any linked Site, You do this entirely at Your own risk.

4.

ACCESS AND SUBSCRIPTION TO SERVICES – Subject to these Terms, the Company will make the Services available for the Client’s use during the term through the use of the Internet and a browser .You will subscribe to the Services under the Order Form which shall specify the features of the Service. The Order forms shall be submitted electronically through the Company’s online registration process.

5.

PROPRIETARY RIGHTS – Reservation of Rights in Services. Subject to the limited rights expressly granted hereunder, We reserve all rights, title and interest in and to the Services, including all related intellectual property rights. No rights are granted to You hereunder other than as expressly set forth herein.Restrictions. You shall not (i) permit any third party to access the Services except as permitted herein or in an Order Form, (ii) create derivative works based on the Services except as authorized herein, (iii) copy, frame or mirror any part or content of the Services, other than copying or framing on Your own intranets or otherwise for Your own internal business purposes, (iv) reverse engineer the Services, or (v) access the Services in order to (a) build a competitive product or service, or (b) copy any features, functions or graphics of the Services.

6.

INTELLECTUAL PROPERTY – You shall not copy the Software and/or it manual(s) or any other written materials accompanying the Services. The Software and Documentation and all its intellectual property rights in the Software are and at all time shall remain the sole and exclusive property of the Company and are protected by the applicable intellectual property laws and treaties and by international copyright and intellectual property law. The Company hereby expressly reserves all rights in the Software and the Services, whether explicitly or not specifically granted to You. You hereby acknowledge, agree and accept that all rights, title and interest in the Software and Services will remain with the Company and that the Services and Software are licensed in a subscription basis and not sold to You.The license granted to You herein does not bestow nor grant to You the right to use any trademark, service mark, trade name or any other mark of the Company or any other party or licensor. No rights or licenses are granted except as expressly and unambiguously set forth in these Terms.

7.

WARRANTIES AND DISCLAIMER – Limited Warranty. The Company hereby warrants to You that the Services will perform substantially in accordance with the specifications as may be published and modified by the Company on the Site from time to time (hereinafter: the “Specifications”). In the event that the Services do not conform with the Specifications, and if You do not promptly notify Us, the Company and its suppliers’ entire liability and Your exclusive remedy shall be, at the election of the Company, either (i) the return of the price paid by You during the last three months or (b) repair of the Software so as Services shall conform with the Specifications. Disclaimer. EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY MAKES ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. EXCEPT FOR THE LIMITED WARRANTY SET FORTH HEREABOVE, THE SERVICE IS PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND. THE COMPANY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE SOFTWARE AND/OR THE SERVICES, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, ACCURACY, RELIABILITY NONINFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. THE COMPANY SPECIFICALLY DISCLAIMS ANY WARRANTY THAT THE OPERATION OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE. WITHOUT DEROGATING OF THE AFOREMENTIONED, YOU ACKNOWLEDGE THAT YOU ARE AWARE OF THE FACT THAT THE SERVICE IS PROVIDED OVER THE INTERNET AND AS SUCH YOU HEREBY IRREVOCABLY WAIVE ANY CLAIM THAT MAY ARISE IN CONNECTION WITH OR AS A RESULT OF ANY MALFUNCTION AND/OR DEFAULT AND/OR UNSUITABILITY IN THE INTERNET AND/OR THE CONNECTIVITY OF ANY PARTIES’ DEVICES TO THE INTERNET.

8.

MUTUAL INDEMNIFICATION – Indemnification by Us. We shall defend You against any claim, demand, suit, or proceeding made or brought against You by a third party alleging that the use of the Services as permitted hereunder infringes or misappropriates the intellectual property rights of a third party (a “Claim Against You”), and shall indemnify You for any damages, attorney fees and costs finally awarded against You as a result of, and for amounts paid by You under a court-approved settlement of, a Claim Against You; provided that You (a) promptly give Us written notice of the Claim Against You; (b) give Us sole control of the defense and settlement of the Claim Against You (provided that We may not settle any Claim Against You unless the settlement unconditionally releases You of all liability); and (c) provide to Us all reasonable assistance, at Our expense. In the event of a Claim Against You, or if We reasonably believe the Services may infringe or misappropriate, We may in Our discretion and at no cost to You (i) modify the Services so that they no longer infringe or misappropriate, without breaching Our warranties under “Our Warranties” above, (ii) obtain a license for Your continued use of the Services in accordance with these Terms, or (iii) terminate Your User subscriptions for such Services upon 30 days’ written notice and refund to You any prepaid fees covering the remainder of the term of such User subscriptions.Indemnification by You. You shall defend Us against any claim, demand, suit or proceeding made or brought against Us by a third party alleging that Your Data, or Your use of the Services in breach of this These Terms, infringes or misappropriates the intellectual property rights of a third party or violates applicable law (a “Claim Against Us”), and shall indemnify Us for any damages, attorney fees and costs finally awarded against Us as a result of, or for any amounts paid by Us under a court-approved settlement of, a Claim Against Us; provided that We (a) promptly give You written notice of the Claim Against Us; (b) give You sole control of the defense and settlement of the Claim Against Us (provided that You may not settle any Claim Against Us unless the settlement unconditionally releases Us of all liability); and (c) provide to You all reasonable assistance, at Your expense.

9.

LIMITATION OF LIABILITY – Limitation of Liability. NEITHER PARTY’S LIABILITY (WHETHER IN CONTRACT OR TORT OR UNDER ANY OTHER THEORY OF LIABILITY) SHALL NOT EXCEED THE AMOUNT PAID BY YOU HEREUNDER IN THE 12 MONTHS PRECEDING THE INCIDENT, PROVIDED THAT IN NO EVENT SHALL EITHER PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS THESE TERMS (WHETHER IN CONTRACT OR TORT OR UNDER ANY OTHER THEORY OF LIABILITY) EXCEED THE TOTAL AMOUNT PAID BY YOU HEREUNDER. THE FOREGOING SHALL NOT LIMIT YOUR PAYMENT OBLIGATIONS .Exclusion of Consequential and Related Damages. IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY LOST PROFITS OR REVENUES OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING DISCLAIMER SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.Limitation of Liability of the Company. IN NO EVENT SHALL THE COMPANY BE LIABLE UNDER ANY LEGAL OR EQUITABLE THEORY (INCLUDING, WITHOUT LIMITATION, CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SERVICES OR ANY OTHER SUBJECT MATTER, FOR ANY (I) INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF INFORMATION, OR OTHER PECUNIARY LOSS), (II) MATTER BEYOND ITS REASONABLE CONTROL, (III) COST OF PROCUREMENT OF SUBSTITUTE GOODS, TECHNOLOGY, SERVICES OR RIGHTS OR (IV) AMOUNT EXCEEDING 12 MONTHS OF SUBSCRIPTION FEES PAYABLE UNDER THE FORM AT ISSUE. In the event that any court of law shall find the Company liable, You hereby agree that such liability shall be also capped to the Company’s premium in accordance with any insurance policy and that all elements of the insurance plan, including but not limited to any exceptions and exclusions, will limit the Company’s liability. Furthermore, You hereby acknowledge that in the event that Your claim against the Company is less than the coverage provided in the Company’s insurance policy, You will be limited to the said claim and not be entitled to receive the cap set forth in the insurance policy. No liability for use. You hereby agree that the Company shall have no liability of any kind for any use You make of the Services. You shall indemnify and hold the Company harmless from and against any claims, damages, liabilities, costs, damages, fees or expenses (including reasonable attorneys’ fees) arising to Your use of the Services, including but not limited to, inter alia, a dispute between You and a third party over the terms and conditions of a contract related to the purchase/sale of any goods or services, a breach by You relating to any of the terms and conditions set forth in this These Terms, any action where you or a third party violates any law, regulation or rights of any third party, etc. Release. You hereby acknowledge and agree that the Company is not a party to any actual engagement between you and vendors and/or any other third parties. As a result, the Company has no control over the quality, safety or legality of any such agreements between You and such vendors and/or third parties. You are wholly responsible for all activities conducted through the Services. The Company cannot and does not control whether or not vendors and/or third parties will complete their services or other obligations. Further, it is not commercially reasonable for the Company to authenticate the activities of the vendors and/or third parties and as such the Company cannot and does not confirm that each vendor and/or third party is who it claims to be. You release the Company from all claims, demands and damages of every kind and nature (including, but not limited to, actual, consequential, special, punitive and incidental damages), known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with your relationship with the vendors and/or third parties or the services provided by the vendors or third parties or any actions or omissions of a vendor or third party. In no case will the Company be liable for any legal actions brought against you by such vendors or third parties.

10.

GENERAL PROVISIONS- Privacy Policy. CargoHub has a privacy policy published on its site which may be updated from time to time. You shall be bound by the terms of such policy. In the event of a conflict or disagreement between the Privacy Policy and these Terms, these Terms will prevail. Security Page. CargoHub has a security page published on its site which may be updated from time to time. You shall be bound by the terms of this page. In the event of a conflict or disagreement between the Security page and these Terms, these Terms will prevail. Assignment. Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party (not to be unreasonably withheld). Notwithstanding the foregoing, either party may assign these Terms in its entirety (including all Order Forms), without consent of the other party, to its Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets not involving a direct competitor of the other party.


Last updated: 19 September 2014