WHEREAS, Agility is a global freight forwarder and logistics company that provides customers with web-based control over their global supply chain activities and access to related information, including the ability to book shipments with Agility, to obtain tracking and tracing information for their shipments and to view, print or otherwise access documents governing the parties’ rights and obligations with respect to such customers’ shipments, including, without limitation, house airway bills and bills of lading, all through its Agility Portal — Tracking system (the “Agility Portal”); and
WHEREAS, Customer desires to access and utilize Agility Portal and Agility is willing to grant such access, subject to the terms and conditions of this Agreement.
TERMS AND CONDITIONS
NOW, THEREFORE, with references to the foregoing Recitals and in reliance thereon, and the other terms, covenants and conditions set forth below, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, it is mutually covenanted and agreed by Agility and Customer as follows:
- Effective Date and Term. This Agreement shall take effect upon the date referenced above and will continue in effect until terminated by either party upon thirty (30) days prior written notice, except that Agility reserves the right to terminate this Agreement without prior notice in the event of the Customer’s breach of any terms of this Agreement.
- Indemnity; No Warranties. Customer and Agility shall each indemnify and hold the other harmless from and against any liability, loss, claims, damages and expenses, including attorneys’ fees whatsoever caused by or arising out of any breach by the other of the terms of this Agreement, or unauthorized use or misuse of Agility Portal. It is further agreed that Agility shall be under no additional or greater liability to the Customer or any third party in respect to the handling of any shipment than if a bill of lading had been issued by or on behalf of Agility using a pre-printed stock form signed by Agility or its servant or agent. Agility does not assume any additional liabilities to the Customer or other third parties, other than those arising under the terms and conditions of its bill of lading, for Customer’s use of Agility Portal. Customer hereby acknowledges and agrees that Agility makes no representations or warranties regarding Agility Portal other than those explicitly set forth herein. In particular, and without limitation, Agility makes no warranty of fitness for a particular purpose, merchantability, quiet enjoyment or accuracy, quality (including any warranty that the Agility Portal will not suffer from interruptions or any glitches) or completeness of any information contained in, or otherwise retrieved by Customer from, Agility Portal. Without limiting the generality of the foregoing, Customer hereby expressly acknowledges and agrees that all times and dates indicated in Agility Portal and any other information provided through the Agility Portal are estimates only and may not be construed as guarantees under any circumstance and Customer assumes any and all risks resulting from, relating to or arising from any reliance upon such times and dates or information and hereby waives any claims against Agility or its affiliates in connection thereto.
- Intellectual Property Rights. Agility Portal and the copyright and other intellectual property rights of whatever nature in Agility Portal are and shall remain the property of Agility. The Customer shall notify Agility immediately if the Customer becomes aware of any unauthorized use of the whole or any part of Agility Portal by any person. The Customer undertakes to treat as confidential, keep secret and not disclose to any third party all information contained or embodied in Agility Portal and any related documentation supplied by Agility. Upon termination of this Agreement, the Customer shall forthwith return within thirty (30) days to Agility any such documentation together with any software or other materials that may have been supplied by Agility in relation to this Agreement. The foregoing obligations as to confidentiality shall remain in full force and effect notwithstanding any termination of this Agreement. Customer will provide or procure, at its expense, its own computer hardware, software and telecommunications equipment and printer(s) necessary to access Agility Portal.
- Controlling Terms. For items that are not specifically addressed in this Agreement, the terms and conditions on Agility’s website, Agility’s standard trading conditions, and the terms and conditions contained in Agility’s bill of lading, any applicable tariffs and Service Guide (as those may be later amended or modified) shall control, including, without limitation, with respect to shipments booked by Customer through Agility Portal.