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If you agree with the terms
of this agreement, you may continue with the registration by pressing the
"I accept" button at the end of this agreement. Descartes Systems Group is the developer and owner of proprietary computer software
and a database known by the name Ocean Rates™ which allows for the
storage of competitive tariff data in a proprietary database. Customer
desires the right to electronically access from Customer's remote locations
Descartes' Ocean tariff database from time to time to retrieve competitive
tariff data for use by Customer. 1.1 "Descartes Ocean Database" means Descartes competitive database
of United States and foreign Tariffs and/or other information with respect
to certain Conferences and individual steamship lines maintained at a remote,
secure Descartes Data Center. 1.2 "Tariffs" means tariffs, memorandum rate sheets/price lists, and
service contracts, including all applicable tariff changes which Customer
is permitted to access. 1.3 "Effective Date" means the date of Customer's signature of this
Agreement. 2.1 Retrieval. Descartes hereby grants to Customer, for the charges
set forth in Section 3.2 a non-exclusive, nontransferable, restricted
right for individuals to link electronically with the Software and to
access and retrieve from the Descartes Ocean Database competitive Tariff
information by following the procedures set forth in Section 2.2. 2.2 Access Requirements. Customer will access Ocean Rates via
a Customer-provided, internet network connection between the Customer's
desktop personal computer or internal network and a link provided on
Descartes' website. It is Customer's responsibility to obtain compatible
telecommunications / internet software necessary to access the Software.
Descartes will provide Customer with a computer ID and password. Descartes
does not accept any responsibility for the performance of Internet communications
between Customer's desktop PC or internal network and the Descartes Ocean
Proprietary database. 2.3 Security. Customer agrees to comply with the rules of operation
and security procedures established by Descartes from time to time.
Customer agrees not to attempt to gain access or in any way use or modify
any data, files, or programs to which it is not specifically entitled
under this Agreement. Further, Customer agrees that it is Customer's
responsibility to safeguard access to terminals at Customer's locations
and Customer will take all steps necessary to prevent unauthorized access
of the Software and Database. 2.4 Ownership of Software. Descartes retains all right, title and
interest in and to the Software, Documentation, and Database, including
to any Fixes and New Versions, and to all copies of the Software and
Documentation, authorized or unauthorized, in whole or in part, and
in all intellectual property related to all of the foregoing. 2.5 Trademark. Customer may not use Descartes' trade name or any
of Descartes' trademarks, whether or not registered, or any translation
or equivalent thereof, in any language, with a product or service, with
another trademark, in a corporate title or business name, or in any
advertising or other materials, without the written consent of Descartes.
2.6 Additional Terms. Descartes does not accept and objects to any
different or additional terms and conditions contained in any purchase
order or other writing received from Customer. 3.1 Telecommunications. All telecommunications charges related to the
connection to the database are the responsibility of Customer. 3.2 Fees. Each Customer billing address will be charged for each minute
of connect time per the fees listed below. Fixed monthly minimum fees
will be billed in advance for the term of this Agreement and all other
Fees and expenses will be billed by Descartes on a monthly basis. 3.3 Invoicing and Payments. Beginning on the Effective Date of this
Agreement, Descartes will invoice Customer monthly for all Fees under
this Agreement which Customer has incurred. All Fees are due and payable
in U.S. dollars, within ten (10) days of the date of Descartes' invoice.
If Customer is based outside of the United States, all payments must
be made by wire transfer in immediately available funds. Fees do not
include costs of postage, shipping and administrative fees or user fees
imposed by various regulatory bodies with regard to tariff filing, modem,
telecommunications or other communications fees, which costs and fees
will be separately billed by Descartes to Customer and which Customer
agrees to pay. In addition, Descartes may terminate this Agreement
in accordance with Sections 7.2 and 7.3. 3.4 Late Payments. In the event that any payment of any invoice is
overdue, Descartes may bill Customer a late payment charge on the
unpaid balance at the rate of 1 and 1/2% per month or the highest legal
rate, whichever is lower. 3.5 Creditworthiness. Descartes reserves the right to assess Customer's
creditworthiness and to modify these payment terms in Descartes'
sole discretion based on Customer's credit history. 3.6 Taxes. All Fees are exclusive of and Customer is responsible for
(a) all applicable federal, state or local taxes, user fees or other
assessments on the sale, license or use of the Software, Documentation,
and/or services provided under this Agreement, (b) any access fees charged
by any governmental agency. Customer is not responsible for taxes based
upon Descartes' net income, or any gross receipt, capital stock,
franchise, net worth or similar taxes imposed upon Descartes. 3.7 Pricing. All prices and Fees set forth in this Agreement, and Exhibits
hereto, shall be at Descartes' then current rates. Descartes may
increase prices and fees on thirty (30) days written notice to Customer.
4.1 Basic Support Services. (a) Descartes will provide to Customer, through its "Hotline" service,
telephone consultation and advise with respect to the use and operation
of the Software and the resolution of routine Software-related problems.
Descartes will use commercially reasonable efforts to return such
calls from Customer during Descartes' normal business hours, 8:00
a.m. to 6:00 p.m. Eastern Time, Monday through Friday. (b) Basic Support Service that is available through the "Hotline"
consists of application support to end-users regarding Customer's
access to the Database and use of the Software and limited technical
support to resolve routine malfunctions and to make routine resets
of Customer's modems. 5.1 Limitation on Damages. DESCARTES WILL NOT BE LIABLE TO CUSTOMER
FOR ANY LOSSES OR DAMAGES ARISING OUT OF ANY ACT OR OMISSION OF CUSTOMER
WITH RESPECT TO CUSTOMER'S USE OF TARIFF INFORMATION. DESCARTES WILL
NOT BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL
DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOST BUSINESS OPPORTUNITIES
CAUSED DIRECTLY OR INDIRECTLY BY FAILURE OR ERRONEOUS PERFORMANCE OF
THE SOFTWARE OR PERFORMANCE OF SERVICES HEREUNDER, WHETHER A CLAIM ARISES
OUT OF CONTRACT, WARRANTY OR TORT (INCLUDING WITHOUT LIMITATION NEGLIGENCE
AND STRICT LIABILITY). 5.2 Entire Liability. Descartes' entire liability to Customer for
any cause whatsoever, whether arising from Software or services is limited
to a refund of all Fees Customer has paid under this Agreement for the
three (3) month period immediately prior to the date liability accrues.
5.3 Customer Indemnification. Customer indemnifies and holds harmless
Descartes, its officers, directors, employees and agents from and
against any claims, losses, liabilities or expenses (including reasonable
attorney's fees) arising out of injury or damage (including death) to
Customer's or Descartes' employees, consultants, agents, other third
parties or the property of any of them arising out of Customer's (a)
negligence or willful misconduct, or b) infringement of another's patent
or copyright or misappropriation of a trade secret, unless such claims,
losses or liabilities are solely caused by the negligence of Descartes.
5.4 Disclaimer. DESCARTES MAKES NO WARRANTIES WITH RESPECT TO THE
SOFTWARE OR SERVICES PROVIDED HEREUNDER, EXPRESS OR IMPLIED, INCLUDING
WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS
FOR A PARTICULAR PURPOSE, WARRANTIES ARISING FROM COURSE OF DEALING
OR USAGE OF TRADE AND THE WARRANTY AGAINST NONINFRINGEMENT. 6.1 Indemnification. Customer agrees to indemnify and hold harmless
Descartes, its officers, directors and employees, from any and all
liabilities, losses or damages, including reasonable attorney's fees,
incurred by Descartes as a result of claims, demands, lawsuits, or
judgments arising from or in connection with this Agreement, unless
Descartes is negligent, reckless or engages in willful misconduct
in its performance of this Agreement or if such Descartes liabilities,
losses or damages result from a material breach of this Agreement by
Descartes. 7.1 Term. This Agreement shall be effective for a period of one (1)
year from the Effective Date shown on page one (1), with a minimum ninety
(90) day commitment. Each party must give ninety (90) days written notice
to the other prior to the expiration of a term of its election not to
renew. If no such notice is given, this Agreement will automatically
renew for additional terms of one (1) year at Descartes' then-current
prices and fees for service. Either party may terminate this Agreement
at any time with sixty (60) days prior written notice. 7.2 Termination. Descartes may terminate this Agreement immediately
upon written notice to Customer (a) if Customer fails to pay any invoice
when due or (b) in the event of transfer of a substantial portion of
Customer's assets or control of its business by sale, reorganization,
or merger. Either party may terminate this Agreement immediately upon
written notice to the other (i) if the other party materially breaches
any other obligation under this Agreement and has failed to cure such
breach to the other's satisfaction within thirty (30) days of receipt
of notice of the breach, or (ii) in the event of bankruptcy, insolvency,
dissolution or receivership proceedings filed by or against the other
party. 7.3 Re-Connect Fee. Rather than terminating this Agreement in the event
Customer fails to pay any invoice when due, Descartes may, after notice
to Customer, suspend services to Customer until Customer's account is
made current. If Descartes terminates this Agreement or suspends services
and Customer later requests reinstatement of services, Customer will
be required to reinstate the existing Ocean Rates Tariff Retrieval
Agreement, or enter into a new Ocean Rates Tariff Retrieval Agreement
with Descartes. In addition, Customer will be required to pay any
and all past due amounts and a Re-Connect Fee equal to the greater of
2.5% of all past due amounts or $25.00. 7.4 Survival of Obligations. All obligations of Customer to pay all
amounts still due and owing to Descartes will survive the termination
of this Agreement for any reason. 8.1 Justifiable Delays. Descartes shall be excused from performance
or delays under this Agreement to the extent such performance is prevented
or delay is due to causes beyond the control of Descartes, including
without limitation acts of God, strikes, or other labor disputes, wars,
governmental restrictions, failure of transportation, failure of utilities
or telecommunications transmission lines or service, and failure of
equipment. In such event Descartes' time for performance shall be
extended by the extent of any such delay or where practical shall be
excused. 8.2 No Third Party Beneficiaries. No customer, agent, authorized employee,
or affiliate of Customer, is or will be deemed a third party beneficiary
under this Agreement. 8.3 Severability. If any provision of this Agreement is determined
to be unlawful and can be deleted without altering the essence of the
Agreement, the unlawful provision will be severed and the remaining
provisions will remain in effect. 8.4 Waiver. The failure by any party at any time to enforce its rights
under this Agreement will not be construed as a waiver of such rights,
nor will it in any way affect the validity of this Agreement. No waiver
by any party will be valid unless given in an appropriate writing signed
by that party. 8.5 Governing Law. This Agreement will be governed and construed in
accordance with the substantive laws of the Commonwealth of Pennsylvania
without regard to its conflict of laws provisions and excluding the
United Nations Convention for the International Sale of Goods. This
Agreement will be deemed to have been entered into in Pennsylvania.
The parties agree that this Agreement primarily involves the sale of
services and that the provisions of the Uniform Commercial Code shall
not apply. 8.6 Jurisdiction and Venue. Customer agrees that any legal actions
concerning this Agreement will be brought only in the U.S. District
Court for the Western District of Pennsylvania or the Commonwealth of
Pennsylvania courts in the County of Allegheny. Each party hereby consents
to the jurisdiction of such courts and to venue therein. 8.7 Modification and Assignment. This Agreement may not be modified
except by an instrument in writing signed by both parties. This Agreement
may not be assigned by Customer without the written consent of Descartes.
Any attempted assignment by Customer without consent will be void and
of no effect. 8.8 Headings. The headings in this Agreement in no way define, limit,
expand or interpret the scope of this Agreement or of any provision
hereof. 8.9 Independent Contractors. Both parties are independent contractors
with respect to all matter arising out of this Agreement. For purposes
of this Agreement, neither of the parties will be considered an employee,
agent or joint venturer of the other. 8.10 Integration. This Agreement, together with any Exhibits and/or
attachments referenced herein, constitutes the entire and exclusive
agreement between Descartes and Customer relating to the subject matter
hereof and supersedes all prior written or oral agreements, representations,
or communications between the parties relating to the subject matter
of this Agreement. All Exhibits attached to this Agreement are incorporated
by reference as if fully set forth herein. 8.11 Limitation of Actions. All claims against Descartes must be
brought within one (1) year after the cause or action arises and Customer
waives any statute of limitations which might apply by operation of
law or otherwise. You must agree to these terms to fill out the registration form.
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