Terms & Conditions

TERMS AND CONDITIONS OF USE
Effective as of November 13, 2006

Welcome to the www.agility.com website (the "Website"). By using the Website, you agree, on behalf of yourself and any entity you represent (collectively "you") to follow and be bound by the Terms and Conditions concerning your use of the Website ("Terms of Use"), which are provided below, and by our Privacy Policy.

ONLY FOR RESIDENTS OF QUEBEC AND FRANCE

The parties declare that they have required that these Terms of Use and all documents related hereto, either present or future, be drawn up in the English language only. Les parties déclarent par les présentes qu'elles exigent que les conditions d'acces au site www.agilitylogistics.com, le site, les fontions et informations disponibles sur le site, et tous les documents y afférents soient rédigés seulement en anglais.

PRIOR TERMS OF USE

These Terms of Use supersede any other terms of use or similar provisions relating to the use of the www.agilitylogistics.com website that were displayed on this website before the revision date stated above. They do not supersede the Terms of Service that apply to the use of the Shipment Tracking and Information Services.

SCOPE

These Terms of Use govern your use of the website, and all Services available throughout the website. Certain areas of the website are restricted to customers or potential customers of Agility Holdings Inc. The use of these areas may be subject to additional terms and conditions ("Terms of Service") posted elsewhere on this website. These Terms of Service govern only the use of particular, specific functions, features, information, and applications. These Terms of Service are displayed on the page where these services are offered. When the Terms of Service apply, you will be clearly notified, and be required to accept these terms before you are permitted to use the related service or feature.

MODIFICATIONS TO TERMS OF USE

We may revise and update the Terms of Use and Privacy Policy at any time, and will post a notice to this effect on the first page of the website. Your subsequent use of the website after any changes of these Terms will mean that you accept these changes and modifications.

DEFINITIONS

"Agility" or "We" means Agility Holdings Inc., its subsidiaries and affiliates.

"Website" means the www.agilitylogistics.com website and other websites owned and operated by Agility, and the Content, Marks, and Services available on the website.

"Content" means the information, graphics, products, and features that are available on the website.

"Mark" means trademark, trade name, service mark, trade dress, custom graphics, or icons.

"Services" means the software, applications, and other services that are available on the website.

However, the terms "website", "Marks", "Content" and "Services" do not include third parties' websites, trademarks, service marks, trade names, information, graphics, products, features, software, application or other services that are provided by third parties and that are available through a link from the website. The use of these other items is subject to the terms set forth by their respective owners or operators on the third party websites.

INTELLECTUAL PROPERTY

The website is the sole and exclusive property of Agility and its licensors. Agility and its licensors retain all right, title and interest, (including all patent, copyright, trademark, trade secrets and all other intellectual property rights) in the website. The website is protected by copyright, trademark, and unfair competition and other laws both in the United States and in other countries through the application of International Treaties. Any unauthorized use, reproduction, or modification of any portion of this website without the express permission of Agility may violate such laws.

TRADEMARKS

Agility, GeoVista, all other Marks that appear, or are displayed or used on the website are trademarks of Agility or its licensors. No license to use these Marks is given or implied. These Marks may not be copied, downloaded, reproduced used, modified or distributed in anyway, without prior written permission, except as an integral part of any authorized copy of materials appearing on this website.

LICENSE

Agility grants you a limited, personal, nontransferable, nonsublicensable, revocable license to access and use the website only in the manner presented by Agility, and only as expressly permitted by Agility. Except for this limited license, Agility does not grant to you any other rights or licenses with respect to any portion of the website. You may use this website for information, and for your personal, non-commercial use.

You may reproduce any portions of the materials in this website only for information and only for personal, non-commercial purposes. If you do so, the materials may not be modified in any way, and must bear the following copyright notice: © 2007 Agility Holdings Inc – All rights reserved.

You may not do any of the following without the prior written consent of Agility, unless otherwise provided within these Terms of Use, or unless specific applicable law requires Agility to allow you to do so:

Copy, reproduce, modify, create derivative works from, or upload, any part of this website
Use a frame or border environment around the website, or other framing techniques to enclose any portion or aspect of the website
Mirror or replicate any portion of the website

Sell, offer for sale, modify, reproduce, display, distribute, republish, transmit, reverse-engineer, or translate into any language or computer language, any portion of the website, in any form.

COMPLIANCE WITH LAWS; RESTRICTIONS

You agree to use the Website in strict compliance with all applicable laws, rulings and regulations and in a fashion that does not negatively reflect on the goodwill or reputation of Agility. In addition to other restrictions set forth in these Terms of Use, you agree that you will not:

Present false information about Agility or its services
Imply in any fashion that Agility is endorsing your products or services
Use or access the Website in any way that, in Agility's judgment, adversely affects the performance or function of the website, or any other computer systems or networks used by Agility, other website users, or Agility clients.
Upload or transmit to the website any information that contains viruses, Trojan horses, worms, time bombs or other computer programming routines that may damage, interfere with, intercept or appropriate any system or the Website, or that infringes the rights of a third party;
Disguise the origin of information transmitted through the website;

Place false or misleading information on the website.

TERMINATION

Agility, in its sole discretion, may block, terminate, or suspend your use of the website at any time and for any or no reason in its sole discretion, even if access and use continues to be allowed to others. Upon such termination or suspension, you must immediately discontinue use of the website, and destroy any copy you have made of any portion of the website. Accessing the website after such termination, suspension, or discontinuation shall constitute an act of trespass. Agility shall not be liable to you or any third party for such suspension or termination.

CHANGES

Any aspect of the website may be changed, supplemented, deleted, updated, discontinued, suspended or modified, at any time. Agility may also, at any time, change or impose fees for Services, establish or change general practices and limits concerning the Services. However, Agility makes no commitment to update the information contained on this website.

DISCLAIMER

The Content and Services are intended for informational purposes only. Although we exercise reasonable efforts to ensure their quality and accuracy, there might be errors, or the information provided may not be complete, current, or applicable to your particular situation. You should not take any action based on the information in this website. The Content and Services are provided without any warranties or representations to their quality, accuracy, completeness, or timeliness. Agility assumes no liability or responsibility for any errors or omissions in the Content or Services. Agility makes all reasonable attempts to exclude viruses from this website, but cannot ensure that the website is at all times free from viruses or other destructive software. Please take appropriate safeguards before downloading information from this website. Agility assumes no responsibility, and shall not be liable for, any damages caused by computer viruses that may infect your computer equipment or other property, resulting from use of the website, or downloading of anything from the website.

DISCLAIMER OF WARRANTIES

The Website is provided "as is." Agility, its licensors, and its suppliers, disclaim all warranties of any kind, either express or implied, statutory or otherwise, including but not limited to the implied warranties of merchantability, fitness for a particular purpose, and non-infringement of third parties' rights. Some jurisdictions do not allow limitations on implied warranty. Therefore, the limitations and exclusions in this section may not apply to you. If you are dealing as a consumer, your statutory rights that cannot be waived, if any, are not affected by these provisions. You agree and acknowledge that the limitations and exclusions of liability and warranty provided in these Terms of Use are fair and reasonable.

LIMITATION OF DAMAGES

Use of this website is at your sole risk. In no event will Agility be liable to you or any person or entity claiming through you, for any direct, indirect, incidental, special, consequential damages or other damages arising out of, or resulting from, the use of, or inability to use this website, including, without limitation, lost profits, lost revenues, or damages resulting from lost programs or data, business interruption, or otherwise, whether such liability is based on contract, warranty, tort, or other theory, and whether or not Agility has been advised of the possibility of such damages.

LIMITATION OF LIABILITY

If, notwithstanding the foregoing, Agility is found responsible to you, or anyone claiming through you, for any damages, its liability shall be limited to $100 in the aggregate.

INDEMNIFICATION

You hereby release and agree to indemnify and hold harmless Agility and its officers, directors, employees and agents from any and all claims, demands, causes of actions, liabilities, damages, costs and expenses, including reasonable attorney's fees, arising out of your use of the website.

PRIVACY AND DATA PROTECTION

The Agility Privacy Policy governs the use of information collected on the website.

INFORMATION ABOUT THIRD PARTIES

With respect to any individual whose personal information you provide to Agility, you represent to Agility that you have obtained all necessary consents for the processing of such personal information contemplated by the Services you are using and by the Agility Privacy Policy including the transfer of such data to the United States or other countries whose laws may not provide the same level of protection for the personal data as the laws of the country of origin of such individual.

YOUR COMMENTS AND SUBMISSIONS

Any communication or materials you transmit through the website by electronic mail or otherwise, including any data, questions, comments suggestions or the like is, and will treated as non-confidential and non-proprietary. Anything transmitted or posted to the website shall become the property of Agility. Agility will be free to use and act on any information you submit. Agility may use these submissions or comments for any purpose, and may communicate, reproduce, publish, display, distribute or exploit them in any manner it chooses. We assume no responsibility for the return of such information. Agility wants your feedback and appreciates your ideas and suggestions, but is unable to answer every comment individually.

SECURITY

If you choose to contact Agility through this website, you should be aware that any information transmitted electronically via the World Wide Web cannot be guaranteed to be secure. Agility assumes no responsibility for the loss of any information that you transmit to us via the World Wide Web or Internet.

OUTBOUND LINKS

This website may contain links to third-party websites. Such links are meant solely for the user's convenience, and do not constitute sponsorship, endorsement or approval of such third-party website, content, products or services. Agility does not make any representation or warranty about such third party website, content, products or services, including, but not limited to with respect to their correctness, accuracy, performance, quality, timeliness or relevance. Agility has no control over, and is not responsible for the content, disputes, viruses, resulting from your access to such third-party websites. If you decide to access linked websites, you do so at your own risk. In addition, your use of third-party sites linked to our website is subject to any terms and conditions of use, privacy policies, and other terms of use of such third party websites.

INBOUND LINKS

We welcome links to the home page of the Website, at www.agilitylogistics.com through a plain text link, provided that (a) you give Agility prior written notice of such link by contacting Agility Marketing Department at [email protected]; (b) you discontinue providing a link to our Website if so requested by Agility; (c) you do not imply in any fashion that Agility is endorsing any of Your products or service or is affiliated with you, (d) you do not present Agility in a false light, or provide misleading or false information about Agility or its services, (e) you do not remove or obscure the copyright notice, or other notices on this Website; (f) you do not use any Mark of Agility (g) you do not replicate, frame or mirror the content of the website. We reserve the right to ask you to remove links to the website, in our sole discretion. Linking to any page of the website other than to www.agilitylogistics.com is strictly prohibited in the absence of a separate linking agreement with Agility.

WRITTEN DOCUMENT - ELECTRONIC NOTIFICATION

You may preserve these Terms of Use in written form by printing them for your records, and you waive any other requirement that these Terms of Use be evidenced by a written document. To the extent that we may need to contact you, you agree that we may do so via any electronic means, included but not limited to communication posted on the Website, electronic mail, or instant messaging.

CUSTOMER SERVICE

Questions or comments regarding the Website may be submitted to Agility Marketing Department at [email protected] For additional information regarding the Terms of Use, please contact the Legal Department at [email protected].

DISPUTES

This website is administered by Agility's Marketing Department located in Orange County, California, USA. By accessing this Website, you agree to submit to the exclusive personal jurisdiction and venue of the Courts of Orange County, California and to the United States District Court for the Central District of California. You also agree with Agility that any disputes or matters arising out of or related to your use of this Website shall be governed under the laws of the State of California, excluding (i) California's conflicts of laws principles; (ii) the United Nations Convention on Contracts for the International Sale of Goods.

GENERAL

If for any reason a court of competent jurisdiction finds any provision of the Terms of Use, Terms of Service, or Privacy Policy to be invalid or unenforceable, or illegal, that provision shall be enforced to the maximum extent possible, and the invalidity or unenforceability of such provision shall not affect the validity of the remaining provisions, which shall remain in full force and effect. No waiver of any of these Terms of Use, Terms of Service, or Privacy Policy shall be deemed a further or continuing waiver of such term or condition or any other term or condition. Any cause of action with respect to the Website, the Terms of Use, Terms of Service, or the Privacy Policy must be instituted within one (1) year after the claim or cause of action has arisen.

© Copyright 2007 Agility Holdings Inc. All Rights Reserved.