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Terms of Service

DESCARTES VISUAL COMPLIANCE™ MARKETING WEBSITE TERMS OF SERVICE
(V 2.2 – February 20 2019)

Please read these terms and conditions of use carefully before using this internet service

This web site and related services (the “Service”) are provided by Descartes Visual Compliance (USA) LLC (dba “Visual Compliance”), conditional on your acceptance of the terms and conditions of use set forth below (the “Terms and Conditions”). By browsing, accessing, using or downloading information (hereinafter collectively referred to as “Accessing” or “Access”) from this Service or using functions offered through this Service, you agree to accept and abide by these Terms and Conditions. If you do not agree to these Terms and Conditions, you should not access this Service or use any functions provided through this Service.

The Terms and Conditions are entered into between Visual Compliance and you. If you are accessing the Service or using the Service on behalf of your employer, you represent that you are authorized to accept these Terms and Conditions on your employer’s behalf. Visual Compliance provides the Service to you subject to the Terms and Conditions. Unless explicitly stated otherwise, the Terms and Conditions will govern your use of any new features that augment or enhance the current Services, including the release of new Visual Compliance services.

1. Definitions

The terms “you”, “your” and “yours” refer to you and your employer when using this Service. The terms “we”, “us” and our” refer to Visual Compliance.

2. Changes to Terms and Conditions

Visual Compliance reserves the right, at any time, to modify, alter, or update these Terms and Conditions, and you agree to be bound by such modifications, alterations, or updates. Such changes, modifications, additions or deletions shall be effective immediately upon notice thereof, which may be given by any means including, but not limited to posting on the Service or by electronic or conventional mail. You agree to regularly review the Terms and Conditions posted at the web site and to be aware of such revisions. Your use of this Service following any such change constitutes your agreement to follow and be bound by the terms as changed.

3. Permitted and Prohibited Uses

This Service is intended for the lawful use of Visual Compliance customers located worldwide. All portions of the Service that are accessible following login using a subscriber user name and password (the “Restricted Site”) are intended only for use by users authorized to do so by Visual Compliance in writing. Your subscription for access to the Restricted Site and Service may be terminated immediately upon notice to you by Visual Compliance in Visual Compliance sole discretion or in accordance with the terms as otherwise agreed to between you and Visual Compliance in writing. Neither you nor the entity or organization that you represent may assign your rights to access the Restricted Site or the Service without the prior written consent of Visual Compliance.

Subject to these Terms and Conditions, Visual Compliance grants you a non-exclusive, non-transferable, limited right to access, use and view the Service and the information therein (“Materials”), solely for your own personal use or for the use of the entity or organization you represent.

The foregoing right to access, use and view the Service is strictly limited as follows:

  1. you may only electronically display Materials from the Service to no more than one person at a time per authorized user and will not electronically store or reproduce the Materials after you have completed viewing the web page of the Service in which the Materials were visible; and
  2. you acknowledge that any hard copy printouts of Materials from the Service remain the exclusive property of Visual Compliance, unless otherwise indicated, and may only be disseminated within your company for internal use, and shall be treated with the same level of care as that used to protect your own confidential information.

Except as specifically provided above, you are prohibited from downloading, storing, reproducing, transmitting, displaying, copying, selling, distributing, or using Materials or any portions of the Service.

Your limited right to access, use and view the Service is further conditional upon your agreement that you will not, and not allow others to, directly or indirectly:

  1. sell, reproduce, modify or attempt to modify the Materials in any way or reproduce or publicly display, perform, or distribute or otherwise use them for any public or commercial purpose, including without limitation use of the Materials on any other web Service or in any environment of networked computers;
  2. remove or obscure any copyright or other notices contained in Materials retrieved from the Service;
  3. syndicate or download the materials to an intranet or local network;
  4. transfer the Materials to any other person without the written consent of Visual Compliance;
  5. use this Service in any manner that could damage, disable, overburden or impair this Service;
  6. upload, post or otherwise transmit on this Service any items, including without limitation computer viruses, Trojan horses, worms, backdoor, shutdown mechanism or other harmful, disruptive or destructive files or computer programs;
  7. disrupt or interfere with any other person’s use or enjoyment of this Service or associated or linked Services;
  8. interfere with the security of, or otherwise abuse, this Service or any services, system resources, accounts, servers or networks connected to or accessible through this Service or associated or linked Services;
  9. use any robot, spider or other automatic program or device, or manual process to monitor, copy, summarize, or otherwise extract information from this Service or the Materials in whole or in part;
  10. use or attempt to use another’s account, password, service, system or other information without prior written authorization from the Visual Compliance, or create or use a false identity on this Service;
  11. transmit on, to or from this Service spam, chain letters, junk mail or any other type of unsolicited mass e-mail;
  12. upload to, distribute to, or otherwise disseminate through this Service any material or information of any kind that is libelous, defamatory, obscene, pornographic, abusive, or otherwise violates any law or infringes or violates any rights of any other person or entity, or contains a solicitation of funds, advertising, or a solicitation for goods or services; or
  13. attempt to obtain unauthorized access to the Restricted Service or portions of this Service which are restricted from general access.

You also agree that you are solely responsible for actions and communications undertaken or transmitted in the course of your usage of this Service, and that you will comply with all laws that apply or may apply to your use of or activities on this Service or in respect of the Materials.

4. Copyright and Trademarks and other Intellectual Property

Unless otherwise noted, all materials, including without limitation all text, design, graphics, drawings, photographs, video clips, music and sounds, and all trade-marks, service marks and trade names used at this Service and the selection and arrangements thereof (collectively, the “Content”), are subject to intellectual property rights including copyrights and trade-marks held by or licensed by Visual Compliance. Except as expressly provided herein, no license or right is given to you, whether by implication, estoppel or otherwise under any intellectual property right, including without limitation, any right to use or reproduce the Content, and all intellectual property rights in the Service, Material and Content are expressly reserved.

5. Links and Third Party Content

As a convenience to you, Visual Compliance may provide, in this Service, links to web sites operated by other entities. These links do not constitute an endorsement, sponsorship or recommendation by Visual Compliance of the third parties, the linked third party sources or any content, services or products available on or through such third party sources. If you use these Services, you do so at your own risk and it is your responsibility to take all protective measures to guard against viruses and other destructive elements. Links do not imply that Visual Compliance or this Service is affiliated or associated with, or is legally authorized to use any trademark, trade name, logo or copyright symbol displayed in or accessible through the links, or that any linked Service is authorized to use any trademark, trade name, logo or copyright symbol of Visual Compliance.

This Service may from time to time contain materials, data or information provided, posted or offered by third parties, including but not limited to advertisements. You agree that Visual Compliance shall not have any liability whatsoever to you for any such third party material, data or information.

6. Agreement to Privacy Policy

Visual Compliance respects your desire for privacy. Wherever your information may be held within Visual Compliance or on its behalf, we intend to take reasonable and appropriate steps to protect the information you share with us from unauthorized access or disclosure. Visual Compliance will not sell your information to any third party source without the expressed written consent of the provider, unless compelled to by law. By accessing this Service, you are consenting to the collection and use of your personal information and to the terms of our Privacy Policy. If we decide to change that policy, we will post the revised policy prominently on this Service or otherwise bring it to your attention, so that you are always aware of what we do with your information.

7. Submission of Information

Although Visual Compliance may provide certain security in an effort to protect the electronic transmission of information that you submit to Visual Compliance through this Service, Visual Compliance does not guarantee the security of any information transmitted to or from this Service.

Do not send any confidential or proprietary information to Visual Compliance through this Service. Any information you do send to Visual Compliance through this Service will be deemed ‘Non-Confidential’ and will NOT be subject to additional protection outside that which is applied to Visual Compliance’s own information of a similar nature.

For any queries directed specifically to Visual Compliance, or any postings and/or discussions held on Visual Compliance’s online ‘Chat’ forums, you hereby grant to Visual Compliance a worldwide, royalty-free, perpetual, irrevocable, non-exclusive right and license to use, reproduce, modify, adapt, publish, translate, distribute and sublicense any and all material or information submitted by you to this Service and to incorporate it in other works regardless of form, medium or technology.

You must ensure that all material and data placed on the Service is in a condition that is “server-ready” which is in a form requiring no additional manipulation by Visual Compliance. Visual Compliance will make no effort to validate any of this information for content, correctness or usability. If your material is not “server-ready” Visual Compliance may reject this material. Visual Compliance will notify you of its refusal of the material and afford you the opportunity to modify the material to satisfy Visual Compliance’s requirements. Use of the Service requires a certain level of knowledge in the use of Internet protocols and software. You must have the necessary knowledge to utilize the Service. Visual Compliance does not provide this knowledge or customer support.

8. Disclaimers

You expressly agree that the use and browsing of this Service is at your sole risk. Neither Visual Compliance, its affiliates nor any of their respective employees, agents, third-party content providers or licensors, if any, warrant that the use of this Service will be uninterrupted or error free; nor do they make any warranty as to the results that may be obtained from use of this Service provided therein, or as to the accuracy, reliability, or content of any information provided through this Service.

All Material, Content or other information contained or referred to in this Service are provided “as is” and without warranty of any kind, and Visual Compliance hereby disclaims all warranties either expressed or implied, including, but not limited to, implied warranties of merchantability or fitness for a particular purpose.

With the exception of any damages related to your breach of Section 3 (Permitted and Prohibited Uses) of this agreement, in no event will either party be liable to the other for any special, indirect or consequential damages or any damages whatsoever resulting from the loss of use, data or profits, whether in an action for breach of contract or warranty or tort (including negligence) arising out of or in connection with the information, software, the web site or the publications contained or referred to in the Service.

You assume all risks concerning the suitability and accuracy of the information within the Service and publications. The web site and publications may contain technical inaccuracies or typographical errors. Visual Compliance assumes no responsibility for and disclaims all liability for any such inaccuracies, errors or omissions in the web site and publications and in any other referenced or linked documents.

Visual Compliance may make changes to the Material, Content, Services offered or Service at any time and without notice.

The Service is distributed internationally and may contain references to Visual Compliance products, programs and services that have not been announced in your country. These references do not imply that Visual Compliance intends to announce such products, programs or services in your country.

9. Limit of Liability

IN NO EVENT SHALL EITHER PARTY, OR ITS DIRECTORS, OFFICERS, EMPLOYEES, REPRESENTATIVES, CONTRACTORS, AFFILIATES, SUCCESSORS OR ASSIGNS BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL, RELIANCE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, LOSS OF PROFITS, LOSS OF EXPECTED SAVINGS, OR ANY OTHER NON-DIRECT DAMAGES HOWSOEVER CAUSED INCLUDING FAILURE BECAUSE OF COMPUTER HARDWARE OR COMMUNICATION SYSTEMS, WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

VISUAL COMPLIANCE MAXIMUM LIABILITY TO YOU UNDER OR RELATED TO THIS AGREEMENT SHALL IN NO EVENT EXCEED ONE-HUNDRED AMERICAN DOLLARS ($100 US).

The limitations of liability and disclaimers in this Agreement shall apply regardless of the form of action, whether in contract, warranty, delict, quasi-delict, strict liability, negligence or other tort and shall survive a fundamental breach or breaches or the failure of the essential purpose of contract or the failure of an exclusive remedy.

10. Indemnity

You agree to defend, indemnify and hold harmless Visual Compliance and its officers, directors, employees and agents, including all third parties mentioned within this Service, from and against any and all claims, actions or demands, including without limitation reasonable legal and accounting fees, alleging or resulting from your use of this Site and the Materials or your breach of these Terms and Conditions or in connection with your use of Services supplied by Visual Compliance.

11. Termination

You agree that Visual Compliance reserves the right to terminate, at its discretion, your password, account or use of the Services if Visual Compliance believes that you have violated or acted inconsistently with the letter or spirit of these Terms and Conditions. Visual Compliance may also terminate access to the Service for non-payment of invoices, or upon expiry of a ‘demonstration’ password. Termination for non-payment, or for violation of these Terms and Conditions, in no way abrogates your responsibility to pay those invoices which remain outstanding.

12. Choice of law

These Terms and Conditions shall be deemed to have been made and performed exclusively in the state of Delaware and shall be governed by and construed under the laws of Delaware and the laws of the United States applicable therein without giving effect to its conflict of laws principles. You hereby submit to the exclusive forum, jurisdiction and venue of the courts of Delaware for any claim related hereto, arising herefrom or in connection herewith and agree not to bring any action, claim, suit or proceeding against Visual Compliance (or any officer, director, or employee thereof) in any jurisdiction other than Delaware.

13. General

These Terms and Conditions constitute the entire agreement between Visual Compliance and you with respect to your use of this Service. Any failure by Visual Compliance to insist upon or enforce strict performance of any provision of the Terms and Conditions shall not be construed as a waiver of any provision or right. If for any reason a court of competent jurisdiction finds any provision of these Terms and Conditions or portion thereof to be unenforceable, that provision shall be enforced to the maximum extent permissible so as to affect the intent of these Terms and Conditions, and the remainder of these Terms and Conditions shall continue in full force and effect. Any cause of action you may have with respect to your use of this Service or which is the subject of these Terms and Conditions must be commenced within one (1) year after the claim or cause of action arises.

Version: 02-20-2019