AGREEMENT TO TERMS
Please note that these Terms include a disclaimer of warranties, a disclaimer of liability, as well as a release and indemnification by you.
If you are accepting these Terms on behalf of a company or other legal entity, you represent that you have the authority to execute these Terms on behalf of such entity, its affiliates, and all Users who access our Services through your account to these Terms, in which case the terms “you” and “your” shall refer to such entity, its affiliates, and Users associated with it. In the event the entity on behalf of whom you are executing these Terms has more than one division [or other type of sub-entity] with an account, you agree, on behalf of the entity and each of its divisions or sub-entities, that the data provided for each division of the entity may be merged at a later date and/or shared between such divisions or sub-entities.
If you do not have such authority or do not agree to these Terms, do not use this Site; you may not use the Platform; you may not use the Content.
Changes to Services and Pricing. We reserve the right to modify, restrict access to, or discontinue the Services (or any portion of the Services), temporarily or permanently, with or without notice to you, and are not obligated to support or update the Services, unless otherwise provided in the Proposal for Services. Unless explicitly stated otherwise, any new features that augment or enhance the current Services shall be subject to these Terms.
Prices of all Services, including but not limited to annual subscription plan fees to the Services, are subject to change upon 30 days’ notice. Such notice may be provided at any time by posting the changes to Transporta Solutions' Website (www.transportasolutions.com), during your subscription renewal, the Service itself, or through email or other written contact method we have established with you.
Transporta Solutions shall not be liable to you or to any third party for any modification, price change, suspension or discontinuance of the Services.
Grant of Limited License. Subject to these Terms, we hereby grant you a limited, revocable, non-exclusive, non-transferable and non-sublicensable right to access and use the Services as made available by us from time to time and any documentation associated with the Services. Except for the foregoing license, no other rights in the Services or documentation are granted to you hereunder, and the Services and documentation are and will remain the sole and exclusive property of Transporta Solutions and its licensors, if any, whether the Services are separate or integrated with any other products, services or deliverables.
Provision of Services. Subject to the terms and conditions of these Terms and contingent upon performance by you of your obligations herein and in your Proposal(s) for Services, we shall use commercially reasonable efforts to make the Services available to you, during the period of your subscription, 24 hours a day, seven days a week, except for: (i) planned downtime (which we will schedule, to the extent practicable, during hours to minimize interruptions), and (ii) any unavailability caused by circumstances beyond our reasonable control. The Services include support and maintenance as described in your Proposal(s) for Services.
Transporta Solutions shall have no liability whatsoever for the resulting unavailability of the Platform, or any portion thereof, or for any loss of data or transactions caused by planned or unplanned system outages, corrupted data, or any other reason, or the resulting delay, incorrect delivery, or non-delivery of data or other information caused by such system outages, or any other reason including, but not limited to, bugs, corrupted data, third-party acts or any other outages of Web hosting providers or the Internet infrastructure and network external to the Platform. In order to allow Transporta Solutions to mitigate any issues you may experience, you agree to immediately notify us of any outages or concerns.
Restrictions on Use of Platform. You may not copy, duplicate, reproduce, modify or otherwise adapt, reverse engineer, decompile, disassemble, trade, sell or resell the Services for any purpose (except to the extent specifically permitted by applicable law, or, with respect to intellectual property owned by Transporta Solutions, allowed by written agreement with Transporta Solutions).
No Improper Uses. You will not use the Services in any manner which exceeds the scope of your license, or which violates your obligations, as set forth in these Terms, or for illegal activities, “spam” or distribution to any person who has not been given specific permission to be included in such a process. You may not frame any part of our Services. You may not use, or attempt to use, the Services through any means not explicitly and intentionally made available, provided or intended with respect to the Services. You may not download and/or use information about users of the Services for any purpose competitive with the Transporta Solutions system or Services. You may not use the Services in any manner that could damage, disable, overburden, or impair the Services or that harms Transporta Solutions, its service providers, suppliers, other users, or any other person (all the foregoing “Improper Uses”).
If you use our Services for any Improper Uses, we may immediately suspend or terminate your access to the Services. You are still responsible for full payment of all fees provided for in your Proposal for Services, which are non-refundable, even if your access to the Services is terminated for Improper or other Uses.
You shall not do the following in connection with the Services: (1) introduce any “malware,” such as, but not limited to, viruses, worms, and Trojan horses; (2) use deep-links, page scrapes, web crawlers, web robots, spiders, wanderers, web scutters, ants, automatic indexers, bots, worms, or other such devices, or programs, algorithms or methodologies which do the same things; (3) send or store, post, transmit or link from, infringing, obscene, threatening, or otherwise unlawful or tortious material, including material that violates privacy rights; (4) damage, disable, undermine, overburden, interfere with, disrupt, or impair the Services or the servers on which they run or interfere with any other party’s use of the Services; (5) obtain or attempt to obtain any content through any means not intentionally made available or provided for through the Services; (6) use any of the logos, trademarks, service marks, or other indicators of origin appearing on the Services; (7) attempt to gain access to the Services or its related systems or networks in a manner not set forth in the Proposal for Services or Terms; or (8) permit access to the Services by any third party hardware or software not authorized by us.
Responsibilities of Parties. Transporta Solutions will assign at least two (2) administrator user IDs and passwords that will enable you to access the Services. You shall take reasonable precautions to protect against theft, loss or fraudulent use of such IDs and passwords, and you are solely responsible for any losses arising from another party’s use of such IDs and passwords, either with or without your permission and/or knowledge. You agree that you will use the Services only for lawful purposes, in accordance with these Terms, and not for any malicious, willful or wanton purposes. We will each comply with applicable laws and regulations including applicable security breach notifications laws, provided that Transporta Solutions is not responsible for compliance with laws or regulations applicable to your industry that are not also generally applicable to information technology service providers.
You represent and warrant that all data, materials and content (“Customer Data”) you provide for use with the Services are owned by you or you have the right to provide such Customer Data to Transporta Solutions for use with the Services. You also represent and warrant that any use or transmission of Customer Data does not and shall not violate or infringe the intellectual property, privacy or publicity rights of any third party, and you shall defend, indemnify and hold Transporta Solutions harmless from and against all claims, damages, liabilities, fines, costs and expenses including reasonable legal fees incurred by Transporta Solutions or which are agreed by Transporta Solutions to be paid by way of settlement or compromise, arising out of any third-party claim due to a breach of the foregoing representations and warranties or any violation of applicable law by you. You shall not be entitled to settle or compromise any such claim made against Transporta Solutions without Transporta Solutions’ prior written consent, such consent not to be unreasonably withheld.
We shall have exclusive ownership of all right, title and interest in and to all suggestions, enhancement requests, recommendations or other feedback provided by you or any users relating to the operation, features or functionality of the Services without compensation to you.
You further represent and warrant that the information provided by you to Transporta Solutions and entered by you into your account is complete and accurate, that Transporta Solutions may rely upon its accuracy, and that you will take reasonable efforts to regularly validate such information by identifying and correcting all errors, and updating the information as necessary. In the event of conflicting information, the information entered by you into your account shall control. It is solely your responsibility to maintain accurate information in your account.
You agree you will not disclose your passwords to anyone and you will notify us immediately of any unauthorized use(s) of your account. You are responsible for all activities that occur in your account, even if you do not know about them.
You are responsible for any use of the Services, including without limitation for any data, materials and content uploaded to or transmitted using the Services by you or your employees or agents. You are responsible for the updating and backup of your data used in conjunction with the Services.
By using any third-party website or Application Programming Interface (“API”), you agree to be bound by their respective Terms of Service. By using Transporta Solutions’ Maps API implementation, you agree to be bound by both Google’s Terms of Service, https://policies.google.com/terms, and Google Maps/Google Earth’s Additional Terms of Service, https://maps.google.com/help/terms_maps.html
Ownership and Use of Data. You hereby grant Transporta Solutions a limited, non-exclusive, right to use Customer Account Data (including copyright, trademark, patent, publicity or other rights) and to disclose Customer Data to third-party service providers, if any, in connection with Transporta Solutions’ provision of the Services.
You retain any and all rights you may possess to Customer Data provided by you to Transporta Solutions though the Services or collected from others by Transporta Solutions on your behalf. Such Customer Data will only be used by Transporta Solutions as reasonably required for providing Services as contemplated hereunder and in accordance with the Confidentiality obligations set forth in these Terms. Unless we have your permission, Transporta Solutions will not disclose or share personally identifiable information collected on the Site with any third party (except as required by law, pursuant to a governmental request, for the purposes of providing you the Services, or by a successor in connection with a change of control of Transporta Solutions or our business). Transporta Solutions may retain copies of Customer Data for a reasonable period of time following expiration or termination of any Proposal for Services. In the event of expiration, we will keep the associated Customer Data for at least sixty (60) days before purging. In the event of termination, we will keep Customer Data for not more than sixty (60) days prior to purging it from your account, which will result in the Customer Data not being recoverable by you.
In the event you desire to maintain Customer Data for multiple geographical areas in one location, Transporta Solutions will work with you to embed part of its process on your website as part of your subscription fee, assuming your site utilizes standard industry technology. Use and presentation of such embedded technology requires the use of the phrase “Powered by Transporta Solutions™” or “Powered by Transporta™”, which may not thereafter be removed without first compensating Transporta Solutions for the cost of the embedded technology.
Restrictions on Use. Transporta Solutions hereby authorize you to copy the written materials published by Transporta Solutions on its Site (the "Materials") exclusively for non-commercial use by you personally or within your organization. The design and layout of the Site are specifically excluded from the Materials. No other use of the Materials is authorized. In consideration of this authorization, you agree that any copy of the Materials (or any portion of the Materials) that you make shall retain all copyright and other proprietary notices contained herein or therein.
Any party receiving Confidential Information hereunder (“Recipient”) agrees that (a) it will treat all Confidential Information of another party with the same degree of care as such Recipient accords to its own Confidential Information, but in no case less than reasonable care; and (b) it will not use, disseminate, or disclose to third parties any Confidential Information of the disclosing party (“Discloser”), except for the purpose of providing or utilizing the Services and for any other purpose Discloser may authorize. For purposes of this Agreement, “Confidential Information” means any information, regardless of form, proprietary to or maintained in confidence by either party, including, without limitation, any Customer Data, information, technical data or know-how relating to discoveries, ideas, inventions, software, designs, specifications, processes, systems, diagrams, research, development, business plans, strategies or opportunities, and information related to finances, costs, prices, suppliers, vendors, customers and employees which is disclosed by either party or on its behalf whether directly or indirectly, orally, visually, or in writing, to the other party or any of its employees or agents. Both a Customer’s request for Customer Data and the terms and conditions of any proposal for Transporta Solutions’ products or services shall be deemed to be Confidential Information. All documentation, other than what is publicly available, that Transporta Solutions provides in association with the Services is exclusively our Confidential Information.
Additionally, all information you receive from an authorized Transporta Solutions user/account, that is in response to your request, shall be treated as Confidential Information as between the requestor and you, the recipient, of the information.
Recipient will have no obligation with respect to any portion of the Confidential Information which (a) is now, or hereafter becomes, through no act or failure to act on the part of Recipient, generally known or available to the public; (b) was acquired by Recipient before receiving such information from Discloser and without restriction as to use or disclosure; (c) is hereafter rightfully furnished to Recipient by a third party, without restriction as to use or disclosure; (d) is information that was independently developed by Recipient without reference to Confidential Information received hereunder; or (e) is disclosed with the prior written consent of Discloser. Recipient may disclose Confidential Information pursuant to the requirements of a governmental agency or operation of law, provided it gives Discloser reasonable advance notice sufficient to contest such requirement of disclosure, unless it is prevented from providing such notice by the government agency or operation of law.
Proprietary Rights. The Services, including all material and information, and the selection, arrangement and composition of such information are proprietary property of Transporta Solutions and its licensors and suppliers and are protected by United States’ and international intellectual property laws, including trademark and copyright laws. You agree not to remove, alter or obscure any copyright, trademark or proprietary rights notices incorporated in or accompanying the Services for any purpose, including, without limitation, your internal use.
You acknowledge that Transporta Solutions or its licensors retain all ownership of, and copyright, trademark, trade secret, patent and other proprietary and intellectual property rights in, the Services, and any or all modifications to the Services, related documentation and marketing materials regardless of (i) whether such intellectual property notices appear on the materials or (ii) whether such intellectual property notices have been filed with governmental agencies. Nothing in this Agreement will directly or indirectly be construed to assign or grant you any right of ownership, title or interest in the Services, or any intellectual property rights relating thereto.
You agree that you shall not disclose to anyone any proprietary or confidential information of Transporta Solutions which you may receive through the Services or which you may have access to on the Site or alternative sources, and that you will not use any such information to compete against or otherwise harm the business interests of Transporta Solutions or reverse engineer our product offerings.
No competitors or future competitors are permitted access to the Site or Services, and any such access by third parties is unauthorized. You agree that you will not copy, record, publish, compile, reproduce, republish, use or resell for any competing commercial purpose any information on our Site or which you receive through the Services. In addition, you agree to pay all reasonable attorney's fees and costs incurred in enforcing these provisions.
To the best of Transporta Solutions’ knowledge, all material published by Transporta Solutions on its web pages and other media properties, are done in full agreement with the original copyright owners (be that Transporta Solutions or another party). If you come across a situation where you suspect that this may not be the case, we ask that you contact:
Transporta Solutions Inc.
You understand and agree that any third party data, content, materials or software (“Third Party Content”) which may be published on the Transporta Solutions’ website or otherwise made available through the Services may be subject to third party licenses, that such licenses may be altered or revoked at any time by the applicable third party licensor, and that, provided there is no material reduction of functionality in the Services, removal or alteration of Third Party Content shall not constitute a material breach of this Agreement or any Proposal for Services.
Service Mark and Trademark Rights
"Transporta Solutions," "Transporta”, “TSI”, any Transporta Solutions Logo, and any other marks designated with "®" are registered service marks or trademarks, and those designated with ™ or "SM" are pending and/or common law service marks or trademarks of Transporta Solutions in the United States and/or other countries (collectively, "Transporta Marks"). Unless Transporta Solutions has consented to your use in writing, you may not use any of the Transporta Marks, trade names, logos, icons, images, domain names and other distinctive brand features.
The look and feel of the Platform and products in the Transporta Solutions Platform are copyrighted as follows: “©2018 Transporta Solutions, LLC. All Rights Reserved.” You may not copy, duplicate or reuse any portion of the visual design elements or concepts without Transporta Solutions’ express prior written consent.
General Disclaimer. The Materials have been compiled by Transporta Solutions from internal and external sources. However, while Transporta Solutions has attempted to provide accurate information in its Platform, including on the Site, no representation is made or warranty given as to the completeness or accuracy of the Materials. You should be aware that the Materials may be incomplete, may contain errors, or may have become out of date. You should therefore verify information obtained from the Site before you take any action upon it.
No advice or information, whether oral or written, obtained by a User from Transporta Solutions shall create a warranty not expressly made herein.
THE SERVICES AND INFORMATION ON THE SITE ARE PROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMITTED BY LAW, TRANSPORTA SOLUTIONS, ITS AFFILIATES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, CONTRACTORS, SHAREHOLDERS, LICENSORS, LICENSEES AND SUPPLIERS (COLLECTIVELY, THE “TRANSPORTA SOLUTIONS PARTIES”) DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY, AND OTHERWISE IN CONNECTION WITH THE SERVICES AND YOUR USE OF, OR TRANSACTIONS WITH, THIRD PARTIES, INCLUDING BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, SECURITY, ACCURACY, AVAILABILITY, USE OF REASONABLE CARE AND SKILL, AND NON- INFRINGEMENT, AS WELL AS WARRANTIES ARISING BY USAGE OF TRADE, COURSE OF DEALING, AND COURSE OF PERFORMANCE. TRANSPORTA SOLUTIONS DOES NOT REPRESENT OR WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SERVER(S) USED FOR THE SERVICES WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
Limitation of Liability.
Transporta Solutions’ liability to you, your affiliates, registered agents, assignees, registrants or any third party claims, for claims seeking indemnity, or for any recoverable losses, damages, or litigation and attorneys’ fees or costs arising under this Agreement including any Proposal(s) for Services shall be limited to the amount of your actual direct damages, not to exceed (in the aggregate for all claims) the total amount paid to Transporta Solutions for use of the applicable Services in the preceding twelve-month period calculated from the time of the incident giving rise to liability. If no fee is paid to Transporta Solutions, Transporta Solutions does not retain any liability.
IN NO EVENT WILL TRANSPORTA SOLUTIONS OR ANY PERSON OR ENTITY INVOLVED IN THE CREATION, MANUFACTURE OR DISTRIBUTION OF ANY SOFTWARE, SERVICES OR OTHER MATERIALS PROVIDED UNDER THIS AGREEMENT BE LIABLE OR INDEMNIFY YOU FOR: (i) ANY DAMAGES CAUSED BY YOUR FAILURE OR THAT OF YOUR CLIENTS, INVITEES, EMPLOYEES, AGENTS, AFFILIATES OR SUPPLIERS TO PERFORM THEIR RESPONSIBILITIES; (ii) ANY CLAIMS OR DEMANDS OF THIRD PARTIES OR (iii) ANY LOST PROFITS, LOSS OF BUSINESS, BUSINESS INTERRUPTION, COST OF COVER, LOSS OF USE, LOSS OF DATA, LOST SAVINGS OR OTHER CONSEQUENTIAL, SPECIAL, INCIDENTAL, INDIRECT, EXEMPLARY OR PUNITIVE DAMAGES OF ANY KIND IN CONNECTION WITH OR ARISING OUT OF THE FURNISHING, PERFORMANCE OR USE OF THE SITE, OR SERVICES PERFORMED OR INFORMATION PROVIDED HEREUNDER, WHETHER ALLEGED AS A BREACH OF CONTRACT OR TORTIOUS CONDUCT, INCLUDING NEGLIGENCE, EVEN IF TRANSPORTA SOLUTIONS OR ITS PARTNERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
These limitations of liability will survive and apply notwithstanding the failure of any limited or exclusive remedy for breach of warranty set forth in this Agreement.
YOU AGREE TO INDEMNIFY, DEFEND AND HOLD HARMLESS THE TRANSPORTA SOLUTIONS PARTIES FROM AND AGAINST ANY CLAIMS, DISPUTES, LOSSES, OBLIGATIONS, DEMANDS, LIABILITIES, EXPENSES, DAMAGES, COSTS, AND ATTORNEY'S FEES DUE TO OR ARISING OUT OF (1) YOUR ACCESS TO OR USE OF THE SERVICES, (2) YOUR USE OF, OR TRANSACTIONS WITH, THIRD PARTIES, AND (3) YOUR VIOLATION OF ANY OF THESE TERMS. TRANSPORTA SOLUTIONS RESERVES THE RIGHT, AT ITS OWN COST AND SOLE DISCRETION, TO ASSUME THE EXCLUSIVE DEFENSE AND CONTROL OF ANY MATTER OTHERWISE SUBJECT TO INDEMNIFICATION BY YOU, IN WHICH EVENT YOU WILL FULLY COOPERATE WITH TRANSPORTA SOLUTIONS IN ASSERTING ANY AVAILABLE DEFENSES.
Assignment. These Terms, and any rights and licenses granted hereunder, may be transferred or assigned by you only with Transporta Solutions' prior written consent, but may be assigned by Transporta Solutions without restriction and without notice to you.
Export Control. Software and the transmission of applicable technical data, if any, in connection with the Services may be subject to export and/or import controls. You agree to comply with all applicable laws regarding software and the transmission of technical data exported to and from the United States or the country in which you reside.
Entire Agreement, Severability. These Terms, together with the Proposal(s) for Services, constitute the entire agreement between you and Transporta Solutions concerning the Services and supersede all prior or contemporaneous communications of any kind between you and Transporta Solutions with respect to the Services. If any provision of these Terms is held by a court or other tribunal of competent jurisdiction, to be invalid, void, or unenforceable, such provision shall be limited or eliminated to the minimum extent necessary and replaced with a valid provision that best embodies the intent of these Terms, so that these Terms shall remain in full force and effect.
Waiver. No waiver of any provision of these Terms shall be deemed a further or continuing waiver of such term or any other term, and Transporta Solutions' failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision.
Updates to Terms. The Materials published on this Site may include technical inaccuracies or typographical errors. Changes – including, but not limited to, quoted prices – may be made periodically to the Materials. Transporta Solutions may also make improvements and/or changes in the services and/or the programs described in the Materials at any time without notice. Transporta Solutions shall have the right to revise these Terms at any time by updating this posting. By linking, accessing, browsing, and/or using this Site, you agree to be bound by any such revisions and should therefore periodically visit this Site to determine the then-current Terms to which you are bound.
Term and Termination. Each license commences on the start date specified in the applicable Proposal for Services and continues for the term specified therein. Except as otherwise specified in the applicable Proposal for Services, all licenses shall automatically expire at end of the relevant term.
On termination or non-renewal of the last-to-terminate of all Proposals for Services, the agreement between us under these Terms shall automatically terminate. You also expressly understand that if your account is terminated by Transporta Solutions, you may not establish a different account without Transporta Solutions’ written agreement, who reserves the right to immediately terminate any such account at its sole discretion. We reserve the right, with or without notice, and in our sole discretion, to terminate any license to the Services, in whole or in part, and to block or prevent future access to and use of the Services.
Effect of Termination. On termination of the agreement between us under these Terms, without limiting either party’s rights or remedies at law or in equity, but subject to any exclusive remedies herein:
(a) termination for any reason shall not affect any past sums due hereunder and under any Proposal for Services;
(b) if termination is by you for cause due to a material breach by us, which we do not cure within thirty (30) days of written notice from you detailing such breach, then no additional future sums shall be due for licenses hereunder. For all other terminations, on termination of this Agreement, no refunds shall be given and all fees that would have become due during the applicable term shall be accelerated and shall become due on termination;
(c) except for the license to Transporta Solutions regarding Customer Data, all licenses hereunder shall immediately terminate and you shall, and shall ensure that all of your users shall, immediately cease use of all Services; and
(d) each party shall promptly return to the other party any Confidential Information of the other party in whatever form or media originally provided.
Surviving Provisions. All provisions of these Terms relating to ownership of assets and intellectual property, confidential information, limited warranties, disclaimers, releases and limitation of liability, and effects of termination and dispute resolution, and any terms stated to survive in a Proposal for Services, shall survive any expiration or termination of the agreement between us under these Terms.
Third Party Beneficiaries. These Terms do not create any right of action on the part of any third party, except for the Transporta Solutions Parties, licensors and suppliers or others who are party to written agreements with us explicitly giving them third party beneficiary rights.
Attorney Fees. If the Transporta Solutions Parties take legal action against you as a result of your violation of these Terms, the Transporta Solutions Parties will be entitled to recover from you, and you agree to pay, all reasonable attorneys’ fees and costs of such action, in addition to any other relief granted to the Transporta Solutions Parties.
Contact Us. If you have questions, please contact us by email at:
(a) General Inquiries [Information, Requests to be Contacted, etc.]:
(b) Technical Support [Platform Technical Support, Functionality, Improvement Suggestions etc.]:
(c) Legal [Media Properties, Use of Confidential Information, Copyright Concerns, Improper Use Issues, etc.]
(d) Content Errors [Notice that Content is not Accurate or is Misleading]:
OR BY MAIL AT:
Transporta Solutions, LLC
2525 Arapahoe Avenue
Boulder, Colorado 80302