Terms of Use
LIMITED USE
Expeditors International of Washington, Inc. together with its subsidiaries (“Expeditors”) hereby grants you (hereinafter “User”) a nonexclusive, nontransferable right to communicate and provide information to us using a web-based customer communication system hosted on our website (the "System"). Nothing in this End User Agreement (“Agreement”) shall be deemed to convey to User any rights, title or ownership interest in the System. User may not sell, assign, rent out, or otherwise transfer this Agreement or the System. User shall have no rights therein other than the right to use the System to communicate to Expeditors under this Agreement.
User shall not, without the prior written consent of Expeditors create, re-create, copy, or duplicate or attempt to create, re-create, copy, or duplicate programs or other aspects of the System. User shall not disassemble, decompile, reverse engineer, or otherwise attempt to discover the source code of the System.
User shall use the System in compliance with all applicable legislation of the United States and the country in which it is accessed, including but not limited to any export or re-export laws or regulations governing the export of goods technology or information. If User is not permitted to access this System due to any law or regulation, User may not accept this Agreement.
If User is a corporation, limited liability company, partnership, or some other entity, each individual person within that entity that uses the System must separately read and agree to the obligations contained herein by clicking the "Accept" button.
OWNERSHIP AND INTELLECTUAL PROPERTY
User acknowledges and agrees that the System and all related material, the copyright, trade secrets, confidential information, and the ideas and expressions thereof contained in the System, and all documentation and other physical embodiments of the System, are and shall remain, the property of Expeditors, its licensors, or its contracting parties, and that User has no right, title or interest in the System. User acknowledges and agrees that the System and all related materials are the intellectual property of Expeditors, its licensors, or contracting parties, and protected by law. Except as expressly stated herein, this Agreement does not grant User any intellectual property rights in the System and all rights not expressly granted herein are reserved by Expeditors, its licensors, and contracting parties. User shall take no action to remove, mutilate, modify, or otherwise change or delete any trademark, logo, copyright notice, or otherwise proprietary notice contained within the System. Trademarks shall be used in accordance with accepted trademark practice and such use of any trademark does not give User any rights of ownership in that trademark. User further acknowledges that the existence of a copyright notice on copies of the System shall not be construed as an admission or presumption that publication of the System has occurred or is intended.
LIMITATION OF WARRANTIES AND LIABILITIES
Expeditors warrants that it is the owner or contractually authorized user of all rights in the System. Ownership of all rights, title and interest in the System, including all intellectual property rights, will remain with Expeditors, its licensors or contracting parties.
User assumes total responsibility and risk for use of the System. User shall warrant the accuracy and completeness of all data and information it supplies Expeditors in connection with User’s use of the System. When Expeditors provides User with global logistics or consulting services (“Services”) and User uses the System in connection with the Services, User acknowledges that Expeditors limits its liability in performing the Services and nothing contained in this Agreement affects the validity of the terms and conditions of the following Expeditors’ documents: Terms and Conditions of Service, Ocean Tariff, Air Waybill, Bill of Lading, Truck Bill of Lading, Terms and Conditions for Distribution Services, Forwarder’s Cargo Receipt, Credit Application, Customs Power of Attorney, Tradewin Terms and Conditions, or any other appropriate shipping document that is customary for the service provided.
In no event shall Expeditors, its licensors, or its contracting parties be liable TO USER for incidental, consequential, indirect or special damages of any nature whatsoever, including without limitation, loss of profit, GOODWILL, USE OF DATA, or other commercial loss, even if Expeditors is aware of the possibility of such damage. Nothing in this Agreement shall be deemed to obligate Expeditors to provide continued support or additional enhancements to the System.
THE SYSTEM IS PROVIDED “AS IS.” EXPEDITORS AND ITS LICENSORS AND CONTRACTING PARTIES MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE REGARDING THE SYSTEM OR ANY THIRD PARTY CONTENT, INCLUDING ANY WARRANTY THAT THE SYSTEM WILL BE UNINTERRUPTED, ERROR FREE OR FREE OF HARMFUL COMPONENTS, OR THAT ANY CONTENT, INCLUDING USER’S CONTENT, WILL BE SECURE OR NOT OTHERWISE LOST OR DAMAGED. IN PARTICULAR, ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE EXPRESSLY EXCLUDED. Termination of this Agreement upon notice to Expeditors shall be the exclusive remedy of User arising out of: the System, any communication and data provided to Expeditors through the System, User’s general use of the System and any services rendered by Expeditors in connection with the use of the System.
INDEMNIFICATION
User will defend, indemnify, and hold harmless Expeditors, its affiliates, licensors, and contracting parties, and each of their respective employees, officers, directors, and representatives from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to any third party claim concerning: (a) User’s use of the System; (b) breach of this Agreement or violation of applicable law by User; (c) User’s content, including any claim involving alleged infringement or misappropriation of third-party rights by User’s content or (d) the unauthorized use of the System by any other person using User’s information. If Expeditors or its affiliates, licensors or contracting parties are obligated to respond to a third party subpoena or other compulsory legal order or process described above, User will also reimburse Expeditors for reasonable attorneys’ fees, as well as Expeditors’ employees’ and contractors’ time and materials spent responding to the third party subpoena or other compulsory legal order or process at Expeditors’ then-current hourly rates.
Expeditors will promptly notify User of any claim subject to the indemnification above, but Expeditors failure to promptly notify User will only affect User’s obligations under the indemnity to the extent that Expeditors failure prejudices User’s ability to defend the claim. User may: (a) use counsel of its own choosing (subject to Expeditors’ written consent) to defend against any claim; and (b) settle the claim as User deems appropriate, provided that User obtain Expeditors and its licensors and contracting parties prior written consent before entering into any settlement. Expeditors its licensors or contracting parties may also assume control of the defense and settlement of the claim at any time.
TERM AND TERMINATION
This Agreement and all rights granted hereunder shall automatically terminate in the event of a violation by User of any term or condition of this Agreement. User may terminate the rights under this Agreement at any time, subject to the continuing obligations of the User as provided hereunder. Expeditors reserves the right to terminate this Agreement on thirty (30) days notice.
The provisions of this Agreement which require or contemplate performance after the expiration or termination of this Agreement shall be enforceable notwithstanding said expiration or termination.
SECURITY AND DATA PRIVACY
Without limiting User’s obligations under this Agreement, Expeditors will implement reasonable and appropriate measures designed to help User secure the information User provides through the use of the System against accidental or unlawful loss, access or disclosure.
User is solely responsible for the communication, content, and use of User’s content. For example, User is solely responsible for:
(a) compliance of your content with other policies, and the law;
(b) any claims relating to your content;
(c) properly handling and processing notices sent to you (or any of your affiliates) by any person claiming that your content violate such person’s rights, including notices pursuant to the Digital Millennium Copyright Act; and
(d) warranting that you do not provide, manage or process any sensitive information through the system including but not limited to credit and debit card numbers, personal financial account information, Social Security numbers, passport numbers, driver’s license number or similar identifiers, racial or ethnic origin, physical or mental condition or information, or any other financial or health information, including information subject to regulations, laws, or industry standard designed to protect data privacy and security, such as the Health Insurance Portability and Accountability Act and the Payment Card Industry Data Security Standards.
Expeditors International of Washington, Inc. and its controlled U.S. subsidiaries, including Expeditors Tradewin, LLC, are participants in the Safe Harbor program developed by the U.S. Department of Commerce and the European Union. These Expeditors companies have certified that they adhere to the Safe Harbor Privacy Principles agreed upon by the U.S. and the E.U. The Safe Harbor certification for Expeditors International of Washington, Inc. and its controlled U.S. subsidiaries can be viewed on the U.S. Department of Commerce’s Safe Harbor Web site.
GENERAL PROVISIONS
This Agreement is not a contract for the sale of goods. The provisions of the Uniform Commercial Code (UCC), the Uniform Computer Information Transaction Act (UCITA), or any substantially similar legislation as may be enacted, shall not apply to this Agreement. If User is located outside of the territory of the United States, the parties agree that the United Nations Convention on Contracts for the International Sale of Goods shall not govern this Agreement or the rights and obligations of the parties under this Agreement.
If either party shall commence any action or proceeding against the other relating to this Agreement, the prevailing party shall be entitled to recover from the other party its reasonable attorney fees and costs irrespective of whether the action or proceeding is prosecuted to judgment.
This Agreement constitutes the complete and entire agreement between the parties pertaining to the subject matter hereof and supersedes any prior agreements understandings and discussions relating to the use of the Systems. Except to the extent prohibited by applicable law, this Agreement shall be governed by the laws of the State of Washington, U.S.A. The controlling language of this Agreement is English. If User has received a translation into another language, it has been provided for User's convenience only. Expeditors may amend this Agreement at any time with notice to User; the amended terms will be effective as of the date of such notice. User may only amend this Agreement in a writing signed by both parties.
If any provision in this Agreement is found illegal or unenforceable by a court having jurisdiction, such provision shall be modified to the extent necessary to render it enforceable without losing its intent, or severed from this Agreement if no such modification is possible, and the remainder of this Agreement shall remain in full force and effect.